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                                                                    EXHIBIT 10.6

     CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
     EXCHANGE COMMISSION. THE LOCATIONS OF THE OMITTED MATERIALS ARE INDICATED
     BY THE FOLLOWING NOTATION: [***].

                             DISTRIBUTION AGREEMENT

                                      JAPAN

THIS AGREEMENT (the "Agreement") is made as of July 5, 2007 between Allegro
MicroSystems, Inc., a Delaware corporation with its principal offices at 115
Northeast Cutoff, Worcester, Massachusetts 01615 ("Allegro"); and Sanken
Electric Co., Ltd., a Japanese corporation with its principal offices at 3-6-3
Kitano, Niiza-shi, Saitama, Japan ("Sanken").

WHEREAS, Allegro desires to sell its products in Japan and Sanken has the
capability to market Allegro's products in Japan; and

WHEREAS, Allegro and Sanken wish to stipulate the terms and conditions upon
which Sanken will market Allegro's products in Japan; and

WHEREAS, the parties wish to supersede all prior agreements or understandings
concerning the distribution of Allegro products by Sanken in Japan, including
without limitation that certain Purchase and Sale Agreement dated October 1,
1994.

NOW, THEREFORE, the parties hereby agree as follows:

1.   DEFINITIONS.

In this Agreement, the following terms shall have the meanings set forth below:

     1.1 "Commencement Date" means July 20, 2007.

     1.2 "Intellectual Property" means any patent, copyright, trademark or other
industrial or intellectual property right of Allegro in respect of the Products.

     1.3 "Products" means all products produced by Allegro during the term of
this Agreement, except for any products excluded from the scope of this
Agreement by written agreement of the parties.

     1.4 "Territory" means Japan.



2.   EXCLUSIVE DISTRIBUTORSHIP.

     2.1 Appointment and Acceptance. Allegro hereby appoints Sanken as its
exclusive distributor for the sale of Products in the Territory and Sanken
accepts such appointment, subject to the terms and conditions of this Agreement.
It is agreed that Sanken may sell Products to customers through sub-distributors
in the Territory.

     2.2 Scope of Appointment. Sanken shall not knowingly sell Products to
purchasers in the Territory who intend to sell the Products outside of the
Territory.

     2.3 Designed In Products Compensation. Sanken may work with customers in
the Territory to design into the products of such customers Products that will
be shipped by Allegro to customer locations outside the Territory for assembly
into such customers' products (such activities by Sanken being referred to
herein as "design in efforts and support"). Sanken will exert reasonable efforts
to secure such work within the Territory. As compensation for Sanken's design in
efforts and support, Sanken shall receive from Allegro a commission as specified
on Exhibit A, Section B, to this Agreement.

     2.4 Relationship. The relationship between Allegro and Sanken pursuant to
this Agreement is (a) in the case of all provisions other than Section 2.3 and
Exhibit A, Section B that of Allegro as seller and Sanken as purchaser, and not
Allegro as principal and Sanken as agent, and (b) in the case of Section 2.3 and
Exhibit A, Section B with respect to design in efforts and support, the
relationship shall be that of Allegro as principal and Sanken as representative.
Neither Allegro (as seller or principal, as applicable) nor Sanken (as purchaser
or representative, as applicable) shall have the right or authority to incur or
create any warranty, liability or obligation of any kind on behalf of the other
party.

3.   SANKEN'S OBLIGATIONS.

Sanken shall, during the term of this Agreement:

     3.1 Exert commercially reasonable efforts to promote the sale of Products
in the Territory through a qualified sales organization.

     3.2 Maintain an effective system for shipping inventory of Products on a
first in-first out basis, and maintain all inventories of Products in accordance
with Allegro's warehouse requirements.

     3.3 In respect of each calendar month during the term of this Agreement,
submit a monthly point of sale report to Allegro, in such format and within such
time period as reasonably required by Allegro, concerning Products sold by
Sanken during each such month.


                                        2



     3.4 Keep Allegro informed of developments in the market for Products in the
Territory, including changes in applicable regulatory requirements in the
Territory, and submit such other information relating to the sale and service of
Products by Sanken as Allegro may reasonably require from time to time.

     3.5 If Sanken elects to advertise the Products in the Territory, Allegro
shall be given the opportunity to review and approve advertising materials
reasonably in advance.

     3.6 Not knowingly sell any Product for use in any life-support device or
system if a failure of such Product can reasonably be expected to cause a
failure of that life-support device or system or to affect the safety or
effectiveness of that device or system.

     3.7 Promptly notify Allegro of any material issue concerning Products that
could result in a monetary claim against Sanken or Allegro or any material issue
that could negatively impact future sales of Products to any customer in the
Territory.

     3.8 Maintain complete and accurate records of all sales and service by
Sanken of Products in the Territory.

     3.9 Comply with all laws and regulations relating to the import of Products
into the Territory applicable to Sanken in its capacity as the purchaser and
importer of such Products, including, without limitation, licensing and
documentation requirements in the Territory and such other jurisdictions with
jurisdiction over Sanken and such purchase and import activities.

     3.10 If requested by Allegro, and at Allegro's expense, either at the
premises of Allegro or at Sanken's premises, make its employees available for
instruction by Allegro in the use, sale, maintenance and application of the
Products.

4.   ALLEGRO'S OBLIGATIONS.

Allegro shall, during the term of this Agreement:

     4.1 Provide adequate training for Sanken employees and reasonable field
sales support.

     4.2 Provide such information and support as may reasonably be requested by
Sanken with respect to the Products, including then existing marketing
materials, brochures and other information regarding the Products.

     4.3 As mutually agreed with Sanken, participate with Sanken in fairs and
exhibitions in the Territory.


                                        3



     4.4 Comply with all laws and regulations relating to the export of Products
from the place of their manufacture or assembly into the Territory applicable to
Allegro in its capacity as the seller and exporter of such Products, including,
without limitation, licensing and documentation requirements in such
jurisdictions with jurisdiction over Allegro and such sale and export
activities.

Notwithstanding the foregoing, Allegro reserves the right to withdraw its
support for previously sold Products if Allegro determines that any customer's
use of the Products is not suitable for such customer's application.

5.   PAYMENT TERMS, ORDERS AND DELIVERY.

     5.1 Prices and Payment Terms. The prices of the Products and the terms of
payment shall be as set forth on Exhibit A to this Agreement.

     5.2 Governing Terms. The terms of this Agreement shall be controlling in
the event of any conflict or inconsistency between this Agreement and the terms
of any purchase order, quotation, acknowledgment or other form or correspondence
between the parties concerning the subject matter of this Agreement.

     5.3 Orders. Sanken shall place orders for Products according to procedures
indicated by Allegro from time to time. Allegro reserves the right to reject any
order at its sole discretion, provided that Allegro shall make commercially
reasonable efforts to accept Sanken's orders.

     5.4 Cancellation and Rescheduling. Allegro will accept cancellations or
rescheduling of orders for Products at no cost to Sanken, if Sanken provides
written notice to Allegro at least [***] days prior to the original
scheduled delivery date. For the purposes of this Section 5.4, the original
scheduled delivery date means the delivery date specified in Allegro's original
order acknowledgement, and does not mean any rescheduled delivery date. Unless
otherwise instructed by Allegro, Sanken shall send such notice to the attention
of the tactical marketing manager for the applicable Allegro business unit.

     5.5 Shipment. Allegro shall designate the freight carrier for shipments. In
the event of expedited delivery requests accepted by Allegro, the parties shall
negotiate reasonable charges above the customary shipment costs.

     5.6 Delivery Dates. Delivery dates requested by Sanken, even though
accepted by Allegro, shall be understood by Sanken only as best estimates.
Allegro shall attempt to meet all delivery dates requested by Sanken but shall
not be liable for damages arising from any delay in delivery.

     5.7 Title. Title to the Products and risk of loss shall pass to Sanken upon
delivery of Products by Allegro to the freight carrier.

     5.8 Order Termination. Allegro reserves the right to terminate the balance
of any accepted customer order if Allegro learns that the customer's use of the
Products is not suitable


                                        4



for such customer's application, or if the customer intends to use the Products
for any use described in Section 3.6 of this Agreement.

6.   WARRANTY.

     6.1 Product Warranty. Allegro warrants to Sanken that Products delivered
pursuant to this Agreement will, at the time of delivery to the freight carrier
and for a period of [***] thereafter, be free from defects in materials or
workmanship and meet any applicable specifications set forth in any purchase
order accepted by Allegro.

     6.2 Remedy for Breach. In the event of any breach of Allegro's warranty set
forth in Section 6.1, Allegro shall either repair or replace the defective
Products or, at the election of either Allegro or Sanken, Allegro shall refund
the amount paid for such Products, provided that (a) Sanken promptly notifies
Allegro of the defects in such Products and in any event within [***]
after delivery thereof; (b) such defects are not caused by wear and tear,
neglect, abnormal conditions or misuse; and (c) such defective Products have not
been repaired or altered by a party other than Allegro.

     6.3 Warranty Limitation. The warranty set forth in Section 6.1 is the
exclusive warranty with respect to Products sold by Allegro to Sanken under this
Agreement. ALL OTHER WARRANTIES, WHETHER STATUTORY, EXPRESS OR IMPLIED,
INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE,
ARE HEREBY EXCLUDED.

7.   INTELLECTUAL PROPERTY.

     7.1 License Grant. During the term of this Agreement, Allegro hereby grants
to Sanken a license and privilege to use the trademarks included within the
Intellectual Property in the Territory for the specific purposes of this
Agreement. Allegro warrants that it owns the rights to the Intellectual Property
in the Territory, or has a valid license to such rights. Allegro shall retain
ownership of its Intellectual Property; and Sanken shall not by operation of
this Agreement acquire or retain any ownership interest therein other than such
interests that Sanken has been granted or has otherwise retained under other
agreements to which Allegro and Sanken are parties and which are in force and
effect during the term of this Agreement.

     7.2 Protection of Intellectual Property. Sanken will not modify Products,
alter or remove trademarks from Products, or use any trademarks or trade names
in the Territory that are likely to cause confusion with the trademarks or trade
names of Allegro. Following the receipt of notice or other knowledge of any
actual, threatened or suspected infringement in the Territory of any
Intellectual Property or any claim of a third party that the sale of Products in
the Territory infringes such party's intellectual property rights, Sanken will
promptly notify Allegro thereof. Sanken will assist Allegro, at Allegro's
expense, in maintaining Allegro's ownership rights to the Intellectual Property
in the Territory, including any action against infringement of the Intellectual
Property in the Territory, or negotiation of any permit or license.


                                        5



     7.3 Infringement Indemnification. Allegro shall defend and hold Sanken and
its customers harmless from and against any and all claims, damages, suits,
causes of action, liabilities or expenses (including, without limitation,
reasonable attorneys' fees) arising from any allegation or claim that the sale
of the Products in the Territory infringes the intellectual property rights of
any third party. Sanken shall cooperate with Allegro in connection with its
defense efforts.

8.   TERM AND TERMINATION.

     8.1 Term. This Agreement shall take effect on the Commencement Date and
shall remain in effect until March 31, 2010. This Agreement may be terminated as
of March 31, 2010 by either party upon twelve (12) months prior written notice
to the other party. If neither party gives such notice of termination, this
Agreement shall be renewed until March 31, 2013. Thereafter, this Agreement
shall automatically renew for successive three year periods until either party
gives notice of termination at least twelve (12) months prior to the expiration
of any renewal term.

     8.2 Termination. Either party hereto may immediately terminate this
Agreement as follows: (a) if proceedings in bankruptcy or insolvency are
instituted by or against the other party, a receiver or trustee is appointed, or
such party makes an assignment for the benefit of its creditors or enters into
any voluntary arrangement with creditors, or a substantial part of the assets of
such party is the subject of attachment; or (b) upon default by the other party
in the performance of its obligations under this Agreement, whereby such default
is not cured within sixty (60) days after the receipt by the defaulting party of
written notice of the default.

     8.3 Effect of Termination. Upon the termination or expiration of this
Agreement for any reason:

     8.3.1 Sanken will promptly return to Allegro, or otherwise dispose of as
Allegro may instruct, all Confidential Information (as defined in Section 9.1),
technical instruction manuals, sales promotion materials, specifications, or
other documents relating to any of the Products.

     8.3.2 Sanken will immediately cease to advertise the Products in the
Territory; provided that Sanken may complete the sale of any Products subject to
any orders that had been accepted by Allegro prior to such termination.

     8.3.3 Allegro shall satisfy all orders for Products placed by Sanken and
accepted by Allegro prior to the date of termination; provided that any rights
that Allegro would otherwise have with respect to such orders in accordance with
the provisions of this Agreement shall remain in full force and effect.

     8.3.4 Sanken may return to Allegro any undamaged Products in Sanken's
inventory, free and clear of liens and encumbrances, to the extent that Allegro
deems the Products saleable, at Allegro's discretion, and further, provided that
the Products are less than two years old as indicated on the date code marked on
the Product or its package. Sanken shall comply with Allegro's reasonable return
authorization procedures within sixty (60) days following the date of


                                        6



termination or expiration. Allegro will pay Sanken an amount equal to the
original purchase price paid by Sanken for Products accepted for return by
Allegro. The cost of returning the Products shall be borne by Sanken.

     8.3.5 Except for commissions due under Section 2.3 for actions taken prior
to termination, Sanken shall not be entitled to a commission or other
compensation following termination.

9.   CONFIDENTIALITY.

     9.1 Confidential Information. Except as provided in Section 9.2, neither
party shall disclose to any third party, nor use for any purpose other than the
purchase or sale of Products under this Agreement, any Confidential Information
of the other party without the other party's prior written consent. As used in
this Agreement, "Confidential Information" shall include but not be limited to
all information regarding current or future Products, designs, marketing plans,
processes, inventions, formulae, pricing and cost information, specifications,
drawings, samples or other confidential or proprietary information or data
furnished by one party to the other. "Confidential Information" shall not
include any information that is publicly known through no fault of the receiving
party, was previously known to or developed by the receiving party or an
employee of the receiving party who has not had access to any Confidential
Information of the disclosing party, or was received from a third party without
breach of any confidentiality obligation imposed on that third party.

     9.2 Permitted Disclosures. A party may disclose Confidential Information
(i) to the extent required by law or by court order or other governmental
action, but only to the extent so ordered; or (ii) to the extent necessary to
implement this Agreement, to the party's employees, agents or subcontractors as
reasonably necessary or appropriate, provided that before disclosure such
recipients are informed of the confidentiality requirements of this Agreement.
The disclosing party shall ensure compliance by its employees, agents or
subcontractors with the confidentiality provisions of this Agreement.

     9.3 Governmental Filings. Each party shall determine in its sole discretion
whether such party is required to file or otherwise submit this Agreement and/or
any description hereof with or to any governmental authorities or securities
exchanges, including, without limitation, the U.S. Securities and Exchange
Commission, NASDAQ, the Japanese Securities and Exchange Surveillance Commission
or the Tokyo Stock Exchange. If a party (as the Submitting Party) determines
that it is required to file or otherwise submit this Agreement and/or any
description hereof with or to any such governmental authority or securities
exchange, as applicable, then such Submitting Party shall with respect to such
proposed filing or submission: (i) provide a copy of such filing or submission
to the other party (as the Non-Submitting Party) reasonably prior to its filing
or submission, and (ii) to the extent that the Submitting Party intends to
request confidential treatment for any portion or portions of this Agreement,
the Submitting Party will (A) provide a reasonable amount of time for the
Non-Submitting Party's review of such confidentiality request and any redactions
comprising such intended request and (B) give good faith consideration to the
Non-Submitting Party's comments and requests for any additional or different
redactions.


                                        7



10.  RECORDS; AUDIT.

     10.1 Records. Sanken shall maintain all books and records relating to its
activities in connection with this Agreement for a minimum of three years from
the date of generation thereof. Such obligation shall survive the termination of
this Agreement.

     10.2 Audit Rights. Allegro may engage a reputable certified public
accountant to examine and audit Sanken's books and records relating to its
activities under this Agreement, provided that Sanken shall be given not less
than fifteen (15) days advance notice and no more than one audit may be
conducted during any calendar year. Any claims resulting from any such audit, in
favor of either party, shall be limited to transactions occurring within three
(3) years immediately preceding the audit. Any such audit shall be at Allegro's
expense unless such audit reveals an underpayment of the amounts due from Sanken
to Allegro under this Agreement of five per cent (5%) or more, in which case
Sanken shall reimburse Allegro for the expense of the certified public
accountant.

11.  MISCELLANEOUS PROVISIONS.

     11.1 Entire Agreement. This Agreement, and the attached Exhibits,
constitutes the entire understanding between the parties with respect to the
distribution or design in of Allegro products by Sanken in Japan, and supersedes
all prior agreements, negotiations and discussions between the parties regarding
such subject matter, including without limitation that certain Purchase and Sale
Agreement between the parties dated October 1, 1994.

     11.2 Amendments. No amendment or modification of this Agreement shall be
effective unless set forth in writing and signed by a duly authorized
representative of each party.

     11.3 Assignment. Neither party shall assign any or all of its rights and
obligations under this Agreement without the prior written consent of the other
party.

     11.4 Waiver. Any failure by a party to exercise or enforce any right under
this Agreement shall not be deemed a waiver of such party's right thereafter to
enforce each and every term and condition of this Agreement.

     11.5 Force Majeure. The obligations of a party under this Agreement will be
suspended during the period and to the extent that such party is prevented or
hindered from complying therewith by any cause beyond its reasonable control
including (insofar as such cause is beyond such party's control but without
prejudice to the generality of the foregoing expression): strikes, lockouts,
labor disputes, act of God, war, riot, civil commotion, malicious damage,
compliance with any law or governmental order, rule, regulation or direction,
accident, breakdown of plant or machinery, fire, flood or storm. In the event of
either party being so hindered or prevented such party will give notice of
suspension as soon as reasonably possible to the other party stating the date
and extent of such suspension and the cause thereof and the omission to give
such notice will forfeit the rights of such party to claim such suspension. Any
party whose obligations have been suspended as aforesaid will not be deemed to
be in default of its contractual obligations nor will any penalties or damages
be payable. Any such party will


                                        8



resume the performance of such obligations as soon as reasonably possible after
the removal of the cause and will so notify the other party. In the event that
such cause continues for more than three months either party may terminate this
Agreement on fourteen (14) days written notice.

     11.6 Indemnification. Each party shall fully indemnify the other party
against all actions, claims, demands, costs, charges, expenses or liabilities
arising from or in connection with any breach of its obligations under this
Agreement. NEITHER PARTY SHALL BE LIABLE TO THE OTHER (OR TO ANYONE ASSERTING A
CLAIM ON A PARTY'S BEHALF) FOR CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES OF ANY
NATURE, INCLUDING WITHOUT LIMITATION LOST PROFITS OR REVENUES. The obligation of
Allegro to so indemnify Sanken under this Section 11.6 is in addition to any
indemnity provided by Allegro to Sanken under Section 7.3. [***].

     11.7 Language. This Agreement was drafted and executed in the English
language.

     11.8 Notices. Notices under this Agreement may be sent by e-mail or courier
service. Notice shall be sent to the address set forth on the first page of this
Agreement or to such other address and contact person as a party may designate,
or to the email address of any such designated contact person.

     11.9 Severability. The invalidity or unenforceability of any portion of
this Agreement shall not affect the validity or enforceability of the remainder
of this Agreement.

     11.10 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Massachusetts. The parties opt out of
the United Nations Convention on Contracts for the International Sale of Goods,
which shall have no application to Products or the performance of the parties
under this Agreement.

     11.11 Dispute Resolution. The parties shall make best efforts to try to
resolve any and all claims, controversies or difficulties between the parties
("Claims") by mutual discussions in good faith. Should the parties be unable to
reach resolution themselves, Claims shall be finally settled by arbitration as
follows: if Allegro initiates the arbitration proceedings, arbitration will be
held in Tokyo, Japan in accordance with the Commercial Arbitration Rules of the
Japan Commercial Arbitration Association; and if Sanken initiates the
arbitration proceedings, arbitration will be held in the State of Massachusetts
in accordance with the Commercial Arbitration Rules of the American Arbitration
Association.


                                        9



IN WITNESS WHEREOF, the parties have executed this Agreement as of the date and
year first written above.

ALLEGRO MICROSYSTEMS, INC.              SANKEN ELECTRIC CO., LTD.


By: /s/ Daniel Demingware               By: /s/ Hirohito Sekine
    ---------------------------------       ------------------------------------
    Mr. Daniel Demingware                   Mr. Hirohito Sekine
    Vice President Sales                    General Manager, Sales Headquarters


                                       10



                                                                       EXHIBIT A

                            Pricing and Payment Terms

A.   The following terms shall apply to purchases of Products by Sanken:

     1.   Prices.

     Unless otherwise agreed to by Sanken and Allegro in writing, the price of
     Products sold by Allegro to Sanken, for distribution within the Territory,
     shall be equal to [***]% of the selling price to Sanken's end customer (not
     the intermediary price(s) between Sanken and Sanken's representative or
     distributor) at the time Sanken places the order to Allegro. Prices shall
     be converted from Yen to U.S. Dollars pursuant to #3 below. For the
     avoidance of doubt, this Section A.1 does not apply to Products covered
     under Section 2.3 herein.

     2.   Payment in Dollars.

     All payments shall be made to Allegro in U.S. Dollars.

     3.   Exchange Rate.

     Sales prices shall be converted from Yen into Dollars on a monthly basis
     pursuant to procedures established by the parties from time to time.

     4.   Freight Terms.

     C.I.P. (carriage and insurance paid to port of entry in Japan).

     5.   Payment Terms.

     Unless otherwise agreed to by Allegro, Sanken will pay all Allegro invoices
     by the end of the calendar month following the month in which the invoices
     are received by Sanken.

B.   The following terms shall apply to commissions paid by Allegro to Sanken
     pursuant to Section 2.3:

     1.   Commission.

     Unless otherwise agreed between Sanken and Allegro in writing, Sanken shall
     be entitled to a commission of [***] percent ([***]%) of the "Net Sales" of
     designed in Products. The term "Net Sales" shall mean the total revenues
     for applicable Products shipped


                                       11



     during a month less returns and less the amount of any revenues previously
     included in net sales that Allegro determines during such month to be
     uncollectible.

     2.   Payment in Dollars.

     Payments shall be made to Sanken in U.S. Dollars.

     3.   Exchange Rate.

     Commissions shall be converted from local currency into U.S. Dollars on a
     monthly basis pursuant to procedures established by the parties from time
     to time.

     4.   Payment Terms.

     Payments shall be made to Sanken by the end of the month following the
     month for which Net Sales are calculated.


                                       12

                                                                    EXHIBIT 10.7

     CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
     EXCHANGE COMMISSION. THE LOCATIONS OF THE OMITTED MATERIALS ARE INDICATED
     BY THE FOLLOWING NOTATION: [***].

                             DISTRIBUTION AGREEMENT

THIS AGREEMENT (the "Agreement") is made as of July 5, 2007 between Sanken
Electric Co., Ltd., a Japanese corporation with its principal offices at 3-6-3
Kitano, Niiza-shi, Saitama, Japan ("Sanken"); and Allegro MicroSystems, Inc., a
Delaware corporation with its principal offices at 115 Northeast Cutoff,
Worcester, Massachusetts 01615 ("Allegro").

WHEREAS, Sanken desires to sell its semiconductor products in the continents of
North and South America and Allegro has the capability to market such products
in the continents of North and South America; and

WHEREAS, Allegro and Sanken wish to stipulate the terms and conditions upon
which Allegro will market Sanken semiconductor products in the continents of
North and South America; and

WHEREAS, the parties wish to supersede all prior agreements or understandings
concerning the distribution of Sanken semiconductor products by Allegro in the
continents of North and South America, including without limitation that certain
Purchase and Sale Agreement dated September 1, 1994.

NOW, THEREFORE, the parties hereby agree as follows:

1.   DEFINITIONS.

In this Agreement, the following terms shall have the meanings set forth below:

     1.1 "Commencement Date" means July 20, 2007.

     1.2 "Intellectual Property" means any patent, copyright, trademark or other
industrial or intellectual property right of Sanken in respect of the Products.

     1.3 "Products" means all semiconductor products produced by Sanken during
the term of this Agreement, except for any products excluded from the scope of
this Agreement by written agreement of the parties.

     1.4 "Territory" means North and South America, including Puerto Rico.



2.   EXCLUSIVE DISTRIBUTORSHIP.

     2.1 Appointment and Acceptance. With the exception of those customers
listed on Exhibit A or customers otherwise excluded pursuant to the written
consent of the parties, Sanken hereby appoints Allegro as its exclusive
distributor for the sale of Products in the Territory and Allegro accepts such
appointment, subject to the terms and conditions of this Agreement. It is agreed
that Allegro may sell Products to customers through sub-distributors in the
Territory. Allegro shall not distribute Products to any customer listed on
Exhibit A.

     2.2 Scope of Appointment. Allegro shall not knowingly sell Products to
purchasers in the Territory who intend to sell the Products outside of the
Territory.

     2.3 Designed In Products Compensation. Allegro may work with customers in
the Territory to design into the products of such customers Products that will
be shipped by Sanken to customer locations outside the Territory for assembly
into such customers' products (such activities by Allegro being referred to
herein as "design in efforts and support"). Allegro will exert reasonable
efforts to secure such work within the Territory. As compensation for Allegro's
design in efforts and support, Allegro shall receive from Sanken a commission as
specified on Exhibit B, Section B, to this Agreement.

     2.4 Relationship. The relationship between Sanken and Allegro pursuant to
this Agreement is (a) in the case of all provisions other than Section 2.3 and
Exhibit B, Section B that of Sanken as seller and Allegro as purchaser, and not
Sanken as principal and Allegro as agent, and (b) in the case of Section 2.3 and
Exhibit B, Section B with respect to design in efforts and support, the
relationship shall be that of Sanken as principal and Allegro as representative.
Neither Sanken (as seller or principal, as applicable) nor Allegro (as purchaser
or representative, as applicable) shall have the right or authority to incur or
create any warranty, liability or obligation of any kind on behalf of the other
party.

3.   ALLEGRO'S OBLIGATIONS.

Allegro shall, during the term of this Agreement:

     3.1 Exert commercially reasonable efforts to promote the sale of Products
in the Territory through a qualified sales organization.

     3.2 Maintain an effective system for shipping inventory of Products on a
first in-first out basis, and maintain all inventories of Products in accordance
with any applicable Sanken warehouse requirements.

     3.3 In respect of each calendar month during the term of this Agreement,
submit a monthly point of sale report to Sanken, in such format and within such
time period as reasonably required by Sanken, concerning Products sold by
Allegro during each such month.

     3.4 Keep Sanken informed of developments in the market for Products in the
Territory, including changes in applicable regulatory requirements in the
Territory, and submit


                                        2



such other information relating to the sale and service of Products by Allegro
as Sanken may reasonably require from time to time.

     3.5 If Allegro elects to advertise the Products in the Territory, Sanken
shall be given the opportunity to review and approve advertising materials
reasonably in advance.

     3.6 Not knowingly sell any Product for use in any life-support device or
system if a failure of such Product can reasonably be expected to cause a
failure of that life-support device or system or to affect the safety or
effectiveness of that device or system.

     3.7 Promptly notify Sanken of any material issue concerning Products that
could result in a monetary claim against Allegro or Sanken or any material issue
that could negatively impact future sales of Products to any customer in the
Territory.

     3.8 Maintain complete and accurate records of all sales and service by
Allegro of Products in the Territory.

     3.9 Comply with all laws and regulations relating to the import of Products
into the Territory applicable to Allegro in its capacity as the purchaser and
importer of such Products, including, without limitation, licensing and
documentation requirements in the Territory and such other jurisdictions with
jurisdiction over Allegro and such purchase and import activities.

     3.10 If requested by Sanken, and at Sanken's expense, either at the
premises of Sanken or at Allegro's premises, make its employees available for
instruction by Sanken in the use, sale, maintenance and application of the
Products.

4.   SANKEN'S OBLIGATIONS.

Sanken shall, during the term of this Agreement:

     4.1 Provide adequate training for Allegro employees and reasonable field
sales support.

     4.2 Provide such information and support as may reasonably be requested by
Allegro with respect to the Products, including then existing marketing
materials, brochures and other information regarding the Products.

     4.3 As mutually agreed with Allegro, participate with Allegro in fairs and
exhibitions in the Territory.

     4.4 Comply with all laws and regulations relating to the export of Products
from the place of their manufacture or assembly into the Territory applicable to
Sanken in its capacity as the seller and exporter of such Products, including,
without limitation, licensing and documentation requirements in such
jurisdictions with jurisdiction over Sanken and such sale and export activities.


                                        3



Notwithstanding the foregoing, Sanken reserves the right to withdraw its support
for previously sold Products if Sanken determines that any customer's use of the
Products is not suitable for such customer's application.

5.   PAYMENT TERMS, ORDERS AND DELIVERY.

     5.1 Prices and Payment Terms. The prices of the Products and the terms of
payment shall be as set forth on Exhibit B to this Agreement.

     5.2 Governing Terms. The terms of this Agreement shall be controlling in
the event of any conflict or inconsistency between this Agreement and the terms
of any purchase order, quotation, acknowledgment or other form or correspondence
between the parties concerning the subject matter of this Agreement.

     5.3 Orders. Allegro shall place orders for Products according to procedures
indicated by Sanken from time to time. Sanken reserves the right to reject any
order at its sole discretion provided that Sanken shall make commercially
reasonable efforts to accept Allegro's orders.

     5.4 Cancellation and Rescheduling. Sanken will accept cancellations or
rescheduling of orders for Products at no cost to Allegro, if Allegro provides
written notice to Sanken at least [***] days prior to the original
scheduled delivery date. For the purposes of this Section 5.4, the original
scheduled delivery date means the delivery date specified in Sanken's original
order acknowledgement, and does not mean any rescheduled delivery date. Allegro
shall send such notice to the attention of a person at the applicable Sanken
business unit who is designated by Sanken from time to time.

     5.5 Shipment. Sanken shall designate the freight carrier for shipments. In
the event of expedited delivery requests accepted by Sanken, the parties shall
negotiate reasonable charges above the customary shipment costs.

     5.6 Delivery Dates. Delivery dates requested by Allegro, even though
accepted by Sanken, shall be understood by Allegro only as best estimates.
Sanken shall attempt to meet all delivery dates requested by Allegro but shall
not be liable for damages arising from any delay in delivery.

     5.7 Title. Title to the Products and risk of loss shall pass to Allegro
upon delivery of Products by Sanken to the freight carrier.

     5.8 Order Termination. Sanken reserves the right to terminate the balance
of any accepted customer order if Sanken learns that the customer's use of the
Products is not suitable for such customer's application, or if the customer
intends to use the Products for any use described in Section 3.6 of this
Agreement.


                                        4



6.   WARRANTY.

     6.1 Product Warranty. Sanken warrants to Allegro that Products delivered
pursuant to this Agreement will, at the time of delivery to the freight carrier
and for a period of [***] thereafter, be free from defects in materials or
workmanship and meet any applicable specifications set forth in any purchase
order accepted by Sanken.

     6.2 Remedy for Breach. In the event of any breach of Sanken's warranty set
forth in Section 6.1, Sanken shall either repair or replace the defective
Products or, at the election of either Sanken or Allegro, Sanken shall refund
the amount paid for such Products, provided that (a) Allegro promptly notifies
Sanken of the defects in such Products and in any event within [***]
after delivery thereof; (b) such defects are not caused by wear and tear,
neglect, abnormal conditions or misuse; and (c) such defective Products have not
been repaired or altered by a party other than Sanken.

     6.3 Warranty Limitation. The warranty set forth in Section 6.1 is the
exclusive warranty with respect to Products sold by Sanken to Allegro under this
Agreement. ALL OTHER WARRANTIES, WHETHER STATUTORY, EXPRESS OR IMPLIED,
INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE,
ARE HEREBY EXCLUDED.

7.   INTELLECTUAL PROPERTY.

     7.1 License Grant. During the term of this Agreement, Sanken hereby grants
to Allegro a license and privilege to use the trademarks included within the
Intellectual Property in the Territory for the specific purposes of this
Agreement. Sanken warrants that it owns the rights to the Intellectual Property
in the Territory, or has a valid license to such rights. Sanken shall retain
ownership of its Intellectual Property; and Allegro shall not by operation of
this Agreement acquire or retain any ownership interest therein other than such
interests that Allegro has been granted or has otherwise retained under other
agreements to which Sanken and Allegro are parties and which are in force and
effect during the term of this Agreement.

     7.2 Protection of Intellectual Property. Allegro will not modify Products,
alter or remove trademarks from Products, or use any trademarks or trade names
in the Territory that are likely to cause confusion with the trademarks or trade
names of Sanken. Following the receipt of notice or other knowledge of any
actual, threatened or suspected infringement in the Territory of any
Intellectual Property or any claim of a third party that the sale of Products in
the Territory infringes such party's intellectual property rights, Allegro will
promptly notify Sanken thereof. Allegro will assist Sanken, at Sanken's expense,
in maintaining Sanken's ownership rights to the Intellectual Property in the
Territory, including any action against infringement of the Intellectual
Property in the Territory, or negotiation of any permit or license.

     7.3 Infringement Indemnification. Sanken shall defend and hold Allegro and
its customers harmless from and against any and all claims, damages, suits,
causes of action, liabilities or expenses (including, without limitation,
reasonable attorneys' fees) arising from any allegation or claim that the sale
of the Products in the Territory infringes the intellectual property


                                        5



rights of any third party. Allegro shall cooperate with Sanken in connection
with such defense efforts by Sanken.

8.   TERM AND TERMINATION.

     8.1 Term. This Agreement shall take effect on the Commencement Date and
shall remain in effect until March 31, 2010. This Agreement may be terminated as
of March 31, 2010 by either party upon twelve (12) months prior written notice
to the other party. If neither party gives such notice of termination, this
Agreement shall be renewed until March 31, 2013. Thereafter, this Agreement
shall automatically renew for successive three year periods until either party
gives notice of termination at least twelve (12) months prior to the expiration
of any renewal term.

     8.2 Termination. Either party hereto may immediately terminate this
Agreement as follows: (a) if proceedings in bankruptcy or insolvency are
instituted by or against the other party, a receiver or trustee is appointed, or
such party makes an assignment for the benefit of its creditors or enters into
any voluntary arrangement with creditors, or a substantial part of the assets of
such party is the subject of attachment; or (b) upon default by the other party
in the performance of its obligations under this Agreement, whereby such default
is not cured within sixty (60) days after the receipt by the defaulting party of
written notice of the default.

     8.3 Effect of Termination. Upon the termination or expiration of this
Agreement for any reason:

     8.3.1 Allegro will promptly return to Sanken, or otherwise dispose of as
Sanken may instruct, all Confidential Information (as defined in Section 9.1),
technical instruction manuals, sales promotion materials, specifications, or
other documents relating to any of the Products.

     8.3.2 Allegro will immediately cease to advertise the Products in the
Territory; provided that Allegro may complete the sale of any Products subject
to any orders that had been accepted by Sanken prior to such termination.

     8.3.3 Sanken shall satisfy all orders for Products placed by Allegro and
accepted by Sanken prior to the date of termination; provided that any rights
that Sanken would otherwise have with respect to such orders in accordance with
the provisions of this Agreement shall remain in full force and effect.

     8.3.4 Allegro may return to Sanken any undamaged Products in Allegro's
inventory, free and clear of liens and encumbrances, to the extent that Sanken
deems the Products saleable, at Sanken's discretion, and further, provided that
the Products are less than two years old as indicated on the date code marked on
the Product or its package. Allegro shall comply with Sanken's reasonable return
authorization procedures within sixty (60) days following the date of
termination or expiration. Sanken will pay Allegro an amount equal to the
original purchase price paid by Allegro for Products accepted for return by
Sanken. The cost of returning the Products shall be borne by Allegro.


                                        6



     8.3.5 Except for commissions due under Section 2.3 for actions taken prior
to termination, Allegro shall not be entitled to a commission or other
compensation following termination.

9.   CONFIDENTIALITY.

     9.1 Confidential Information. Except as provided in Section 9.2, neither
party shall disclose to any third party, nor use for any purpose other than the
purchase or sale of Products under this Agreement, any Confidential Information
of the other party without the other party's prior written consent. As used in
this Agreement, "Confidential Information" shall include but not be limited to
all information regarding current or future Products, designs, marketing plans,
processes, inventions, formulae, pricing and cost information, specifications,
drawings, samples or other confidential or proprietary information or data
furnished by one party to the other. "Confidential Information" shall not
include any information that is publicly known through no fault of the receiving
party, was previously known to or developed by the receiving party or an
employee of the receiving party who has not had access to any Confidential
Information of the disclosing party, or was received from a third party without
breach of any confidentiality obligation imposed on that third party.

     9.2 Permitted Disclosures. A party may disclose Confidential Information
(i) to the extent required by law or by court order or other governmental
action, but only to the extent so ordered; or (ii) to the extent necessary to
implement this Agreement, to the party's employees, agents or subcontractors as
reasonably necessary or appropriate, provided that before disclosure such
recipients are informed of the confidentiality requirements of this Agreement.
The disclosing party shall ensure compliance by its employees, agents or
subcontractors with the confidentiality provisions of this Agreement.

     9.3 Governmental Filings. Each party shall determine in its sole discretion
whether such party is required to file or otherwise submit this Agreement and/or
any description hereof with or to any governmental authorities or securities
exchanges, including, without limitation, the U.S. Securities and Exchange
Commission, NASDAQ, the Japanese Securities and Exchange Surveillance Commission
or the Tokyo Stock Exchange. If a party (as the Submitting Party) determines
that it is required to file or otherwise submit this Agreement and/or any
description hereof with or to any such governmental authority or securities
exchange, as applicable, then such Submitting Party shall with respect to such
proposed filing or submission: (i) provide a copy of such filing or submission
to the other party (as the Non-Submitting Party) reasonably prior to its filing
or submission, and (ii) to the extent that the Submitting Party intends to
request confidential treatment for any portion or portions of this Agreement,
the Submitting Party will (A) provide a reasonable amount of time for the
Non-Submitting Party's review of such confidentiality request and any redactions
comprising such intended request and (B) give good faith consideration to the
Non-Submitting Party's comments and requests for any additional or different
redactions.


                                        7



10.  RECORDS; AUDIT.

     10.1 Records. Allegro shall maintain all books and records relating to its
activities in connection with this Agreement for a minimum of three years from
the date of generation thereof. Such obligation shall survive the termination of
this Agreement.

     10.2 Audit Rights. Sanken may engage a reputable certified public
accountant to examine and audit Allegro's books and records relating to its
activities under this Agreement, provided that Allegro shall be given not less
than fifteen (15) days advance notice and no more than one audit may be
conducted during any calendar year. Any claims resulting from any such audit, in
favor of either party, shall be limited to transactions occurring within three
(3) years immediately preceding the audit. Any such audit shall be at Sanken's
expense unless such audit reveals an underpayment of the amounts due from
Allegro to Sanken under this Agreement of five per cent (5%) or more, in which
case Allegro shall reimburse Sanken for the expense of the certified public
accountant.

11.  MISCELLANEOUS PROVISIONS.

     11.1 Entire Agreement. This Agreement, and the attached Exhibits,
constitutes the entire understanding between the parties with respect to the
distribution or design in the Products by Allegro in North and South America,
and supersedes all prior agreements, negotiations and discussions between the
parties regarding such subject matter including without limitation that certain
Purchase and Sale Agreement between the parties dated September 1, 1994. It is
understood that Allegro may act as a distributor or sales representative of
Sanken with respect to designated Sanken products other than Products pursuant
to a separate agreement or understanding.

     11.2 Amendments. No amendment or modification of this Agreement shall be
effective unless set forth in writing and signed by a duly authorized
representative of each party.

     11.3 Assignment. Neither party shall assign any or all of its rights and
obligations under this Agreement without the prior written consent of the other
party.

     11.4 Waiver. Any failure by a party to exercise or enforce any right under
this Agreement shall not be deemed a waiver of such party's right thereafter to
enforce each and every term and condition of this Agreement.

     11.5 Force Majeure. The obligations of a party under this Agreement will be
suspended during the period and to the extent that such party is prevented or
hindered from complying therewith by any cause beyond its reasonable control
including (insofar as such cause is beyond such party's control but without
prejudice to the generality of the foregoing expression): strikes, lockouts,
labor disputes, act of God, war, riot, civil commotion, malicious damage,
compliance with any law or governmental order, rule, regulation or direction,
accident, breakdown of plant or machinery, fire, flood or storm. In the event of
either party being so hindered or prevented such party will give notice of
suspension as soon as reasonably possible to the other party stating the date
and extent of such suspension and the cause thereof and the


                                        8



omission to give such notice will forfeit the rights of such party to claim such
suspension. Any party whose obligations have been suspended as aforesaid will
not be deemed to be in default of its contractual obligations nor will any
penalties or damages be payable. Any such party will resume the performance of
such obligations as soon as reasonably possible after the removal of the cause
and will so notify the other party. In the event that such cause continues for
more than three months either party may terminate this Agreement on fourteen
(14) days written notice.

     11.6 Indemnification. Each party shall fully indemnify the other party
against all actions, claims, demands, costs, charges, expenses or liabilities
arising from or in connection with any breach of its obligations under this
Agreement. NEITHER PARTY SHALL BE LIABLE TO THE OTHER (OR TO ANYONE ASSERTING A
CLAIM ON A PARTY'S BEHALF) FOR CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES OF ANY
NATURE, INCLUDING WITHOUT LIMITATION LOST PROFITS OR REVENUES. The obligation of
Sanken to so indemnify Allegro under this Section 11.6 is in addition to any
indemnity provided by Sanken to Allegro under Section 7.3. [***]

     11.7 Language. This Agreement was drafted and executed in the English
language.

     11.8 Notices. Notices under this Agreement may be sent by e-mail or courier
service. Notice shall be sent to the address set forth on the first page of this
Agreement or to such other address and contact person as a party may designate,
or to the email address of any such designated contact person.

     11.9 Severability. The invalidity or unenforceability of any portion of
this Agreement shall not affect the validity or enforceability of the remainder
of this Agreement.

     11.10 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of Japan. The parties opt out of the United Nations
Convention on Contracts for the International Sale of Goods, which shall have no
application to Products or the performance of the parties under this Agreement.

     11.11 Dispute Resolution. The parties shall make best efforts to try to
resolve any and all claims, controversies or difficulties between the parties
("Claims") by mutual discussions in good faith. Should the parties be unable to
reach resolution themselves, Claims shall be finally settled by arbitration as
follows: if Sanken initiates the arbitration proceedings, arbitration will be
held in the State of Massachusetts in accordance with the Commercial Arbitration
Rules of the American Arbitration Association; and if Allegro initiates the
arbitration proceedings, arbitration will be held in Tokyo, Japan in accordance
with the Commercial Arbitration Rules of the Japan Commercial Arbitration
Association.


                                        9



IN WITNESS WHEREOF, the parties have executed this Agreement as of the date and
year first written above.

SANKEN ELECTRIC CO., LTD.               ALLEGRO MICROSYSTEMS, INC.


By: /s/ Hirohito Sekine                 By: /s/ Daniel Demingware
    ---------------------------------       ------------------------------------
    Mr. Hirohito Sekine                     Mr. Daniel Demingware
    General Manager, Sales                  Vice President Sales
    Headquarters


                                       10



                                                                       EXHIBIT A

                                   Exclusions

A.   Products sales to the following customers in the Territory are excluded
     from the scope of this Agreement:

          [***]

          [***]

B.   Products sales through trading companies to the following customers in the
     Territory are excluded from the scope of this Agreement:

          [***]

          [***]

          [***]

C.   For clarification purposes, it is agreed that varistors are excluded from
     the scope of this Agreement.


                                       11



                                                                       EXHIBIT B

                            Pricing and Payment Terms

A.   The following terms shall apply to purchases of Products by Allegro:

     1.   Prices.

     Unless otherwise agreed to by Allegro and Sanken in writing, the price of
     Products sold by Sanken to Allegro, for distribution within the Territory,
     shall be equal to [***]% of the selling price to Allegro's end customer
     (not the intermediary price(s) between Allegro and Allegro's representative
     or distributors) at the time Allegro places the order to Sanken. Prices
     shall be converted from local currency to U.S. Dollars pursuant to #3
     below. For the avoidance of doubt, this Section A.1 does not apply to
     Products covered under Section 2.3 herein.

     2.   Payment in Dollars.

     All payments shall be made to Sanken in U.S. Dollars.

     3.   Exchange Rate.

     Sales prices shall be converted from local currency into Dollars on a
     monthly basis pursuant to procedures established by the parties from time
     to time.

     4.   Freight Terms.

     C.I.P. (carriage and insurance paid to port of entry in the Territory).

     5.   Payment Terms.

     Unless otherwise agreed to by Sanken, Allegro will pay all Sanken invoices
     by the end of the calendar month following the month in which the invoices
     are received by Allegro.

B.   The following terms shall apply to commissions paid by Sanken to Allegro
     pursuant to Section 2.3:

     1.   Commission.

     Unless otherwise agreed between Sanken and Allegro in writing, Allegro
     shall be entitled to a commission of [***] percent ([***]%) of the "Net
     Sales" of designated Products. The term "Net Sales" shall mean the total
     revenues for applicable Products shipped


                                       12



     during a month less returns and less the amount of any revenues previously
     included in net sales that Sanken determines during such month to be
     uncollectible.

     2.   Payment in Dollars.

     Payments shall be made to Allegro in U.S. Dollars.

     3.   Exchange Rate.

     Commissions shall be converted from local currency into U.S. Dollars on a
     monthly basis pursuant to procedures established by the parties from time
     to time.

     4.   Payment Terms.

     Payments shall be made to Allegro by the end of the month following the
     month for which Net Sales are calculated.


                                       13

                                                                    EXHIBIT 10.8

     CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
     EXCHANGE COMMISSION. THE LOCATIONS OF THE OMITTED MATERIALS ARE INDICATED
     BY THE FOLLOWING NOTATION: [***].

                         SALES REPRESENTATIVE AGREEMENT

THIS AGREEMENT (the "Agreement") is made as of July 5, 2007 between Sanken
Electric Co., Ltd., a Japanese corporation with its principal offices at 3-6-3
Kitano, Niiza-shi, Saitama, Japan ("Sanken"); and Allegro MicroSystems, Inc., a
Delaware corporation with its principal offices at 115 Northeast Cutoff,
Worcester, Massachusetts 01615 ("Allegro").

WHEREAS, Sanken desires that Allegro act as a sales representative for certain
Sanken products in the continents of North and South America, and Allegro is
willing to act in such capacity; and

WHEREAS, Sanken and Allegro wish to stipulate the terms and conditions of such
activity and supersede that certain Representative Agreement between the parties
dated October 1, 1997.

NOW, THEREFORE, the parties hereby agree as follows:

1.   DEFINITIONS.

In this Agreement, the following terms shall have the meanings set forth below:

     1.1 "Commencement Date" means July 20, 2007.

     1.2 "Intellectual Property" means any patent, copyright, trademark or other
industrial or intellectual property right of Sanken in respect of the Products.

     1.3 "Products" means those Sanken products that are listed on Exhibit A to
this Agreement.

     1.4 "Territory" means North and South America, including Puerto Rico.

2.   APPOINTMENT AND ACCEPTANCE.

     2.1 Non-Exclusive Representative. Sanken hereby appoints Allegro as its
non-exclusive sales representative for the Products in the Territory and Allegro
accepts such appointment, subject to the terms of this Agreement. It is agreed
that Allegro may solicit orders through sub-representatives in the Territory.



     2.2 Scope of Appointment. Allegro shall not knowingly solicit orders from
customers who intend to sell the Products outside of the Territory.

     2.3 Product Modification or Discontinuance. Sanken may modify Products or
discontinue the production of any or all of the Products at any time at its sole
discretion. Sanken shall provide reasonable notice of such changes to Allegro
and Sanken shall be responsible for resolving any customer issues resulting from
its modification or discontinuation of its Products.

     2.4 Relationship. Allegro is a representative of Sanken for the purpose of
procuring orders from customers for Products. The parties are not principal and
agent. Neither party shall have the right or authority to incur or create any
warranty, liability or obligation of any kind on behalf of the other party.

3.   ALLEGRO'S OBLIGATIONS.

Allegro shall, during the term of this Agreement:

     3.1 Use commercially reasonable efforts to promote the sale of Products in
the Territory through a qualified sales organization.

     3.2 Ensure that its sales personnel participate in sales training programs
that Sanken may conduct, and conduct its own internal training to instill in its
personnel, effective sales methods for the Products.

     3.3 Keep Sanken reasonably informed of developments in the market for
Products in the Territory, including changes in applicable regulatory
requirements, and provide Sanken such other information relating to the sale and
service of Products as Sanken may reasonably require from time to time.

     3.4 Refrain from advertising the Products in the Territory, unless Sanken
has been given the opportunity to review and approve advertising materials in
advance.

     3.5 If requested by Sanken and at Sanken's expense, either at the premises
of Allegro or at Sanken's premises, make its employees available for instruction
by Sanken Allegro in the use, sale, maintenance and application of Products.

     3.6 Refrain from becoming a representative or distributor of products
manufactured by a third party that compete with the Products.

     3.7 Bear all expenses associated with selling the Products, such as those
for communication, travel and other sales associated disbursements, incurred in
connection with its activities under this Agreement, unless otherwise agreed by
the parties in writing.


                                        2



     3.8 Comply with all applicable laws and regulations relating to the import
of Products into the Territory, including, without limitation, licensing and
documentation requirements in the Territory and such other jurisdictions with
jurisdiction over Allegro and such import activities.

4.   SANKEN'S OBLIGATIONS.

Sanken shall, during the term of this Agreement:

     4.1 Provide adequate training for Allegro employees and reasonable field
sales support.

     4.2 Provide such information and support as may reasonably be requested by
Allegro with respect to Products, including then existing marketing materials,
brochures and other information regarding Products.

     4.3 As mutually agreed with Allegro, participate with Allegro in fairs and
exhibitions in the Territory.

     4.4 Comply with all applicable laws and regulations relating to the export
of Products from their place of manufacture or assembly into the Territory,
including, without limitation, licensing and documentation requirements in the
Territory and such other jurisdictions with jurisdiction over Sanken and such
export activities.

5.   ORDERS, TERMS AND COMMISSIONS.

     5.1 Orders. Orders for Products shall be submitted in accordance with
procedures indicated by Sanken from time to time. Sanken reserves the right to
reject any order at its sole discretion.

     5.2 Terms and Conditions of Sale. Sanken's terms and conditions of sale
shall apply to all sales of Products. No deviation from Sanken's terms and
conditions shall be binding unless accepted in writing by Sanken.

     5.3 Prices. Sanken reserves the right to change Product prices at any time.
Orders accepted by Sanken prior to a price increase will be invoiced at the
price in effect at the time of acceptance. Orders based upon a prior quotation
will be accepted at prices in effect on the date of the quotation if the order
is received by Sanken within thirty (30) days after the date of the quotation.

     5.4 Commissions. Allegro shall be entitled to receive commissions as
specified on Exhibit B to this Agreement.

     5.5 Order Termination. Sanken reserves the right to terminate the balance
of any accepted customer order if Sanken learns that the customer's use of the
Products is not suitable for such customer's application, or if the customer
intends to use the Products in any life-support


                                        3



device or system if a failure of such Product can reasonably be expected to
cause a failure of that life-support device or system or to effect the safety or
effectiveness of that device or system.

6.   INTELLECTUAL PROPERTY.

     6.1 License Grant. During the term of this Agreement, Sanken hereby grants
to Allegro a license and privilege to use the trademarks included within the
Intellectual Property in the Territory for the specific purposes of this
Agreement. Sanken warrants that it owns the rights to the Intellectual Property
in the Territory, or has a valid license to such rights. Sanken shall retain
ownership of its Intellectual Property and Allegro shall not by operation of
this Agreement acquire any ownership interest therein.

     6.2 Protection of Intellectual Property. Allegro will not use any
trademarks or trade names in the Territory that are likely to cause confusion
with the trademarks or trade names of Sanken. Following the receipt of notice or
other knowledge of any actual, threatened or suspected infringement in the
Territory of any Intellectual Property or any claim of a third party that the
sale of Products in the Territory infringes such party's intellectual property
rights, Allegro will promptly notify Sanken thereof. Allegro will assist Sanken,
at Sanken's expense, in maintaining Sanken's ownership rights to the
Intellectual Property in the Territory, including any action against
infringement of the Intellectual Property in the Territory, or negotiation of
any permit or license.

     6.3 Infringement Indemnification. Sanken shall defend and hold Allegro
harmless from and against any and all claims, damages, suits, causes of action,
liabilities or expenses (including without limitation reasonable attorneys'
fees) arising from any allegation or claim that the sale of Products in the
Territory infringes the intellectual property rights of any third party.

7.   TERM AND TERMINATION.

     7.1 Term. This Agreement shall take effect on the Commencement Date and
shall remain in effect for a period of one year. This Agreement may be
terminated as of the one year anniversary of the Commencement Date by either
party upon three (3) months prior written notice to the other party. If neither
party gives such notice of termination, this Agreement shall be renewed for one
additional year. Thereafter, this Agreement shall automatically renew for a
successive one year periods until either party gives notice of termination at
least three (3) months prior to the expiration of any renewal term.

     7.2 Termination. Either party hereto may immediately terminate this
Agreement as follows: (a) if proceedings in bankruptcy or insolvency are
instituted by or against the other party, a receiver or trustee is appointed, or
such party makes an assignment for the benefit of its creditors or enters into
any voluntary arrangement with creditors, or a substantial part of the assets of
such party is the subject of attachment; or (b) upon default by the other party
in the performance of its obligations under this Agreement, whereby such default
is not cured within sixty (60) days after receipt by the defaulting party of
written notice of the default.


                                        4



     7.3 Effect of Termination. Upon the termination or expiration of this
Agreement for any reason:

          7.3.1 Allegro will promptly return to Sanken, or otherwise dispose of
as Sanken may instruct, all Confidential Information (as defined in Section
8.1), technical instruction manuals, sales promotion materials, specifications
or other documents relating to any of the Products.

          7.3.2 Allegro will immediately cease to market or advertise the
Products in the Territory.

          7.3.3 Sanken shall satisfy all orders for Products accepted from any
customer by Sanken prior to such termination if the customer order was procured,
at least in part, through the efforts of Allegro.

     7.4 Effect of Non-Completion. Sanken may withhold the payment of
commissions due after the termination or expiration of this Agreement until all
obligations owed by Allegro have been completed.

8.   CONFIDENTIALITY.

     8.1 Confidential Information. Except as provided in Section 8.2, neither
party shall disclose to any third party, nor use for any purpose other than the
purchase or sale of Products under this Agreement, any Confidential Information
of the other party without the other party's prior written consent. As used in
this Agreement, "Confidential Information" shall include but not be limited to
all information regarding current or future Products, designs, marketing plans,
processes, inventions, formulae, pricing and cost information, specifications,
drawings, samples or other confidential or proprietary information or data
furnished by one party to the other. "Confidential Information" shall not
include any information that is publicly known through no fault of the receiving
party, was previously known to or developed by the receiving party or an
employee of the receiving party who has not had access to any Confidential
Information of the disclosing party, or was received from a third party without
breach of any confidentiality obligation imposed on that third party.

     8.2 Permitted Disclosures. A party may disclose Confidential Information
(i) to the extent required by law or by court order or other governmental
action, but only to the extent so ordered; or (ii) to the extent necessary to
implement this Agreement, to the party's employees, agents or subcontractors as
reasonably necessary or appropriate, provided that before disclosure such
recipients are informed of the confidentiality requirements of this Agreement.
The disclosing party shall ensure compliance by its employees, agents or
subcontractors with the confidentiality provisions of this Agreement.


                                        5



     8.3 Governmental Filings. Each party shall determine in its sole discretion
whether such party is required to file or otherwise submit this Agreement and/or
any description hereof with or to any governmental authorities or securities
exchanges, including, without limitation, the U.S. Securities and Exchange
Commission, NASDAQ, the Japanese Securities and Exchange Surveillance Commission
or the Tokyo Stock Exchange. If a party (as the Submitting Party) determines
that it is required to file or otherwise submit this Agreement and/or any
description hereof with or to any such governmental authority or securities
exchange, as applicable, then such Submitting Party shall with respect to such
proposed filing or submission: (i) provide a copy of such filing or submission
to the other party (as the Non-Submitting Party) reasonably prior to its filing
or submission, and (ii) to the extent that the Submitting Party intends to
request confidential treatment for any portion or portions of this Agreement,
the Submitting Party will (A) provide a reasonable amount of time for the
Non-Submitting Party's review of such confidentiality request and any redactions
comprising such intended request and (B) give good faith consideration to the
Non-Submitting Party's comments and requests for any additional or different
redactions.

9.   MISCELLANEOUS PROVISIONS.

     9.1 Entire Agreement. This Agreement, and the attached Exhibits,
constitutes the entire understanding between the parties with respect to
Allegro's status as a sales representative for the Products in the Territory,
and supersedes all prior agreements, negotiations and discussions between the
parties regarding such subject matter, including without limitation that certain
Representative Agreement between the parties dated October 1, 1997.

     9.2 Amendments. No amendment or modification of this Agreement shall be
effective unless set forth in writing and signed by a duly authorized
representative of each party.

     9.3 Assignment. Neither party shall assign any or all of its rights and
obligations under this Agreement without the prior written consent of the other
party.

     9.4 Waiver. Any failure by any party to exercise or enforce any right under
this Agreement shall not be deemed a waiver of such party's right thereafter to
enforce each and every term and condition of this Agreement.

     9.5 Force Majeure. The obligations of a party under this Agreement will be
suspended during the period and to the extent that such party is prevented or
hindered from complying therewith by any cause beyond its reasonable control
including (insofar as such cause is beyond such party's control but without
prejudice to the generality of the foregoing expression): strikes, lockouts,
labor disputes, act of God, war, riot, civil commotion, malicious damage,
compliance with any law or governmental order, rule, regulation or direction,
accident, breakdown of plant or machinery, fire, flood or storm. In the event of
either party being so hindered or prevented such party will give notice of
suspension as soon as reasonably possible to the other party stating the date
and extent of such suspension and the cause thereof and the omission to give
such notice will forfeit the rights of such party to claim such suspension. Any
party whose obligations have been suspended as aforesaid will not be deemed to
be in default of


                                        6



its contractual obligations nor will any penalties or damages be payable. Any
such party will resume the performance of such obligations as soon as reasonably
possible after the removal of the cause and will so notify the other party. In
the event that such cause continues for more than three months either party may
terminate this Agreement on fourteen (14) days written notice.

     9.6 Indemnification. Each party shall fully indemnify the other party
against all actions, claims, demands, costs, charges, expenses or liabilities
arising from or in connection with any breach of its obligations under this
Agreement. NEITHER PARTY SHALL BE LIABLE TO THE OTHER (OR TO ANYONE ASSERTING A
CLAIM ON A PARTY'S BEHALF) FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE
DAMAGES OF ANY NATURE, INCLUDING WITHOUT LIMITATION LOST PROFITS OR REVENUES.
The obligation of Sanken to so indemnify Allegro under this Section 9.6 is in
addition to any indemnity provided by Sanken to Allegro under Section 6.3.

     9.7 Language. This Agreement was drafted and executed in the English
language.

     9.8 Notices. Notices under this Agreement may be sent by e-mail or courier
service. Notice shall be sent to the address set forth on the first page of this
Agreement or to such other address and contact person as a party may designate,
or to the email address of any such designated contact person.

     9.9 Severability. The invalidity or unenforceability of any portion of this
Agreement shall not affect the validity or enforceability of the remainder of
this Agreement.

     9.10 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of Japan.

     9.11 Dispute Resolution. The parties shall make best efforts to try to
resolve any and all claims, controversies or difficulties between the parties
("Claims") by mutual discussions in good faith. Should the parties be unable to
reach resolution themselves, Claims shall be finally settled by arbitration as
follows: if Allegro initiates the arbitration proceedings, arbitration will be
held in Tokyo, Japan in accordance with the Commercial Arbitration Rules of the
Japan Commercial Arbitration Association; and if Sanken initiates the
arbitration proceedings, arbitration will be held in the State of Massachusetts
in accordance with the Commercial Arbitration Rules of the American Arbitration
Association.


                                        7



IN WITNESS WHEREOF, the parties have executed this Agreement as of the date and
year first written above.

SANKEN ELECTRIC CO., LTD.               ALLEGRO MICROSYSTEMS, INC.


By: /s/ Hirohito Sekine                 By: /s/ Daniel Demingware
    ---------------------------------       ------------------------------------
    Mr. Hirohito Sekine                     Mr. Daniel Demingware
    General Manager, Sales                  Vice President Sales
    Headquarters


                                        8



                                                                       EXHIBIT A

                                    Products

AC adapters

Switching mode power supplies

Transformers


                                        9



                                                                       EXHIBIT B

                                   Commissions

The following terms shall apply to sales representative commissions payable to
Allegro pursuant to Section 5.4:

     1.   Commission.

     Allegro shall be entitled to a commission of [***] percent ([***]%) of the
     "Net Sales" of Products. The term "Net Sales" shall mean the total revenues
     for Products shipped during a three-month quarter less returns and less the
     amount of any revenues previously included in net sales that Sanken
     determines during such month to be uncollectible.

     2.   Payment in Dollars.

     Payments shall be made to Allegro in U.S. Dollars.

     3.   Exchange Rate.

     Commissions shall be converted from local currency into U.S. Dollars on a
     quarterly basis pursuant to procedures established by the parties from time
     to time.

     4.   Payment Terms.

     Payments shall be made to Allegro by the end of the month following the
     quarter for which quarterly Net Sales are calculated.


                                       10

                                                                    EXHIBIT 10.9

CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION. THE LOCATIONS OF THE OMITTED MATERIALS ARE INDICATED BY THE
FOLLOWING NOTATION: [***]

                             WAFER FOUNDRY AGREEMENT

                                 By and Between

                            POLAR SEMICONDUCTOR, INC.

                                       and

                           ALLEGRO MICROSYSTEMS, INC.

                              DATED AUGUST 1, 2007

               ALLEGRO MICROSYSTEMS, INC. PROPRIETARY INFORMATION



                             WAFER FOUNDRY AGREEMENT

This Wafer Foundry Agreement ("Agreement") is made and entered into this 1st day
of August, 2007, (the "Effective Date") by and between Allegro MicroSystems
Inc., a corporation duly organized and existing under the laws of the State of
Delaware, ("Allegro"), and Polar Semiconductor, Inc., a corporation duly
organized and existing under the laws of the State of Delaware ("PSI"). PSI and
Allegro are sometimes referred to herein individually as a "Party" and
collectively as the "Parties".

                                   Witnesseth:

WHEREAS, Allegro wishes to purchase certain semiconductor wafers; and

WHEREAS, PSI wishes to manufacture and sell such semiconductor wafers to
Allegro; and

WHEREAS, the Parties wish to set forth their respective rights and obligations
with respect to the purchase and sale of such semiconductor wafers; and

WHEREAS, Allegro desires PSI to use certain technology and intellectual property
rights owned or otherwise controlled by Allegro for the purpose of manufacturing
semiconductor wafers in accordance with this Agreement, and in furtherance
thereof, Allegro desires to grant to PSI a non-exclusive license to use such
technology and intellectual property rights for such purpose in accordance with
this Agreement.

NOW, THEREFORE, in consideration of the mutual promises made herein, the Parties
hereto agree as follows:

                                  Definitions:

As used in this Agreement, the following terms will have the following
respective meanings:

A)   "Wafers" means the semiconductor Wafers for Device Types, fabricated by PSI
     using the process technologies listed in Appendix A. Wafers will include
     Engineering Wafers, Risk Wafers, Production Wafers, and Process
     Qualification Wafers, as defined below.

B)   "Device Type" will mean any of the various Allegro integrated circuit
     devices specified by Allegro.

C)   "Process Qualification Wafers" or "PQW" means Wafers manufactured for the
     purposes of qualifying a new or changed Wafer manufacturing process, in
     accordance with Section 2.1 of this Agreement.

D)   "Engineering Wafers" will mean any Wafers manufactured with unverified
     masks or requiring process splits for product characterization based on
     qualified processes, as described in Section 2.2 of this Agreement.

E)   "Risk Wafers" will mean non-engineering, non-Process Qualification Wafers
     fabricated by PSI at Allegro's request, as referenced in Appendix C, and
     prior to Mass Production Wafer Approval, as referenced in Appendix B.

               ALLEGRO MICROSYSTEMS, INC. PROPRIETARY INFORMATION



F)   "Production Wafers" will mean those Wafers manufactured at PSI after
     successful Mass Production Wafer Approval, as referenced in Appendix B.

G)   "Allegro Wafer Manufacturing Technology" means, from time to time during
     the term of this Agreement, those certain processes and related technical
     information, whether or not patentable, then owned or controlled by
     Allegro, necessary for manufacturing Wafers, and listed in Appendix N
     attached hereto, as such Appendix may from time to time, during the term of
     this Agreement, be amended by Allegro in its sole and absolute discretion
     in order for PSI to fulfill its obligations hereunder. In no event shall
     Allegro Wafer Manufacturing Technology be deemed to include any process or
     technical information previously known by PSI prior to its receipt from
     Allegro, received from another party, becomes part of the public domain, or
     is independently developed by PSI.

H)   "Allegro WMT Documentation" means, from time to time during the term of
     this Agreement, all documents and other manifestations, in any form
     whatsoever (including, without limitation, Allegro WMT Production Records,
     operating procedures, masks, reticles, and the like) that describe,
     memorialize or otherwise make manifest the processes or other inventions
     comprising the Allegro Wafer Manufacturing Technology and the use thereof
     by PSI.

I)   "Allegro WMT Production Records" means all production records, data,
     analyses, and the like generated by PSI in the course of manufacturing
     Wafers.

J)   "Allegro Intellectual Property Rights" means, from time to time during the
     term of this Agreement, all right, title and interest in, to and under the
     Allegro Wafer Manufacturing Technology then owned or otherwise controlled
     by Allegro.

K)   "PSI Bloomington Wafer Fab Facility" means that certain facility owned by
     PSI and located at 2800 East Old Shakopee Road, Bloomington, Minnesota.

L)   "PSI Wafer Manufacturing Technology" means, from time to time during the
     term of this Agreement, those certain processes and related technical
     information, whether or not patentable, then owned or controlled by PSI,
     used by PSI in manufacturing Wafers, and listed in Appendix N, attached
     hereto, as such Appendix shall from time to time during the term of this
     Agreement be amended in order to reflect the manufacturing processes or
     other inventions then being used by PSI to fulfill its obligations under
     this Agreement. It is further understood and agreed to by the Parties that
     technical information, documentation and intellectual property rights
     related to PSI's [***] process shall not be included within PSI Wafer
     Manufacturing Technology or PSI Intellectual Property Rights.

M)   "PSI WMT Documentation" means, from time to time during the term of this
     Agreement, all documents and other manifestations, in any form whatsoever
     (including, without limitation, operating procedures, masks, reticles, and
     the like) that describe, memorialize or otherwise make manifest the
     processes or other inventions comprising the PSI Wafer Manufacturing
     Technology and the use thereof by PSI.

N)   "PSI Intellectual Property Rights" means, from time to time during the term
     of this Agreement, all right, title and interest in, to and under the PSI
     Wafer Manufacturing


                                       2



     Patents and the PSI Wafer Manufacturing Technology then owned or otherwise
     controlled by PSI. It is further understood and agreed to by the Parties
     that technical information, documentation and intellectual property rights
     related to PSI's [***] process shall not be included within PSI Wafer
     Manufacturing Technology or PSI Intellectual Property Rights.

Section 1. Scope and Grant of License:

1.1  Subject to the terms of this Agreement, PSI will fabricate certain Wafers
     ordered by Allegro, and PSI will deliver and sell such Wafers to Allegro.

1.2  This Agreement does not constitute a purchase order or release for such
     services. PSI will not undertake any expenses or other acts on Allegro's
     behalf before receiving and agreeing to an actual purchase order or other
     written authorization from Allegro.

1.3  Subject to the terms and conditions set forth in this Agreement, Allegro
     grants to PSI, and PSI accepts, a non-exclusive, royalty-free license under
     the Allegro Intellectual Property Rights, limited in accordance with the
     terms and conditions of this Agreement, to use the manufacturing processes
     and other inventions comprising the Allegro Wafer Manufacturing Technology
     and the Allegro WMT Documentation in order to make the Wafers in compliance
     with PSI's obligations under this Agreement or such other uses as the
     Parties may agree to in writing. Such license shall be limited to the
     manufacture of Wafers by PSI in the PSI Bloomington Wafer Fab Facility (or
     such other facility operated or subcontracted by PSI and to which Allegro
     consents in its sole and absolute discretion), shall not be sublicensed or
     otherwise transferred by PSI to any third party, and shall be subject to
     revocation, in whole or in part, by Allegro at any time in Allegro's sole
     and absolute discretion, and in the event of such revocation, PSI shall
     cease any further use of such portion or all, as specified by Allegro, of
     such manufacturing processes, other inventions and Allegro Wafer
     Manufacturing Technology.

     1.3.1 The license granted by Allegro to PSI, under Section #.1 of this
          Agreement, shall terminate upon the expiration or termination of this
          Agreement.

     1.3.2 Upon the termination of the license granted by Allegro to PSI, in
          this Section 1 of this Agreement, PSI shall promptly return to Allegro
          any and all Allegro WMT Documentation and, if requested in writing by
          Allegro, PSI shall certify that all Allegro WMT has been returned to
          Allegro

     1.3.3 Allegro shall have the right, upon reasonable notice to PSI, during
          the term of this Agreement, during reasonable times to inspect and
          copy the Allegro WMT Documentation. Documentation and information
          received by Allegro from PSI in this manner shall be used solely by
          Allegro to manufacture Wafers during a force majeure condition or if a
          default event has occurred, unless otherwise agreed to in writing by
          PSI and Allegro.

     1.3.4 PSI agrees at all times during the term of this Agreement to maintain
          the Allegro WMT Production Records in a manner at least as rigorous as
          it maintains its own information of a similar nature and consistent
          with PSI's implementation of the requirements, as set forth in the TS
          16949 specifications.


                                       3



     1.3.5 PSI agrees at all times during the term of this Agreement to maintain
          the PSI WMT Documentation in a manner at least as rigorous as those it
          maintains its own information of a similar nature and consistent with
          PSI's implementation of the requirements, as set forth in the TS 16949
          specifications.

Section 2. Wafer Fabrication:

PSI will fabricate all Wafers at its Bloomington, Minnesota facility, using the
process technologies listed in Appendix A, as specified by Allegro.

2.1  PSI will provide Allegro with PQW or qualification reports to establish
     wafer fabrication processes with the following conditions:

     2.1.1 Wafer lot sizes will be as specified in Appendix E;

     2.1.2 Split Wafer lots for PQW will be mutually agreed upon by Allegro and
          PSI;

     2.1.3 All instructions for such PQW will be documented in Allegro purchase
          orders;

     2.1.4 PQW processed to standard conditions will meet optical and electrical
          specification(s) as referenced in Appendix A;

     2.1.5 PQW not processed to standard conditions will meet optical and
          electrical specification(s) as referenced in Appendix A;

     2.1.6 Allegro acknowledges that the sale of all PQW not processed to
          standard conditions, but processed correctly within practical limits
          according to the mutually agreed upon process flow, will be made AS IS
          and with all faults and without warranties, either express or implied,
          except as provided in Section 2.1.5;

     2.1.7 Future Wafer processes, including modifications to current Wafer
          processes, that are developed by PSI may be added to this Agreement by
          mutual consent. Subject to Allegro's prior written consent, PSI may
          terminate the use of a Wafer process at the PSI Fab (provided that
          such changes are not initiated at Allegro's request) (i) PSI will
          provide all PQWs to Allegro free of charge, and (ii) PSI will
          reimburse Allegro for the purchase of masks for qualification of each
          process with a change requiring mask changes. At least [***] prior to
          the date of the discontinuance of any process, with respect to any
          Wafers, PSI will provide Allegro with written notice of its intent to
          terminate such Wafer process and will cooperate with Allegro on a
          transition plan that allows Allegro to meet all of Allegro's
          contractual obligations with Allegro's customers that provides
          Allegro's customer with a maximum supply of [***] of inventory.

     2.1.8 PSI may subcontract various wafer processes at an outside
          subcontractor subject to Allegro's prior written consent.

     2.1.9 PSI will not transfer Allegro product from one fabrication facility
          to another regardless of the process or technology being qualified at
          another fab without Allegro's written approval.

2.2  PSI will accept Allegro's purchase orders for Engineering Wafers for Device
     Types, based on qualified processes with the following conditions:

     2.2.1 Wafer lot sizes will be as specified in Appendix E;

     2.2.2 Split Wafer lots for Engineering Wafers will be mutually agreed upon
          by Allegro and PSI;

     2.2.3 Special instructions for Engineering Wafers will be documented in
          Allegro purchase orders;

     2.2.4 Engineering Wafers processed to PSI's standard process specifications
          will meet optical and electrical specification(s), as referenced in
          Appendix A

     2.2.5 Engineering Wafers not processed to standard conditions will meet
          optical and electrical specification(s), as referenced in Appendix A;
          and

     2.2.6 Allegro acknowledges that the purchase of all Engineering Wafers that
          meet agreed upon Process Control Module Specifications, according to
          the mutually agreed


                                       4



          upon process flow, will be made AS IS and with all faults and without
          warranties, either express or implied, except as provided in Section
          2.2.5.

2.3  PSI will accept Allegro's purchase orders for Risk Wafers with the
     following conditions:

     2.3.1 Wafer lot sizes will be as specified in Appendix E;

     2.3.2 Purchase orders for Risk Wafers must be accompanied by a Risk Wafer
          Production Authorization, as referenced in Appendix C;

     2.3.3 Risk Wafers will meet optical and electrical specification(s), as
          referenced in Appendix A;

     2.3.4 Allegro acknowledges that the purchase of such Risk Wafers will meet
          acceptance criteria, as set forth in Appendix A.

2.4  PSI will accept purchase orders for Production Wafers with the following
     conditions:

     2.4.1 Wafer lot sizes will be as specified in Appendix E; and

     2.4.2 Both Parties have determined that the Device Type has been
          successfully approved for Mass Production Wafers, as set forth in
          Appendix B.

2.5  Upon acceptance, PSI will fabricate Production Wafers ordered by Allegro
     with specifications listed in Appendix A. These specifications may be
     changed only upon mutual agreement in writing by both Parties. PSI will
     comply with all the requirements set forth in "Allegro's Quality Plan", as
     set forth in Appendix G.

2.6  PSI will make available PSI's wafer evaluation and electrical data, as set
     forth in Appendix A, to Allegro through electronic means for each lot of
     Wafers delivered to Allegro prior to the shipment of the Wafers. PSI will
     also supply relevant reliability, optical and process control information,
     as set forth in Appendix F and Appendix G by request.

2.7  PSI will follow Allegro's change procedures (as set forth in Appendix F and
     Appendix G) with respect to processes utilized to manufacture Allegro.

2.8  For any lots not meeting the relevant criteria, as specified above, PSI
     will provide a Non-Conforming Material Permission ("NMP") sheet
     electronically to the Director of Manufacturing Engineering, as set forth
     in Appendix G, along with all applicable data, for Allegro's review. If the
     material is determined by Allegro to be acceptable, Allegro will complete
     the NMP and PSI will deliver the acceptable Wafers to Allegro.

Section 3. Forecast, Purchase Orders, Deliveries, Delivery Performance,
Expedited Delivery:

3.1  Allegro will provide, by the 15th of each calendar month, a six (6) month,
     rolling non-binding forecast, for months subsequent to the current month,
     of the total Production Wafers required, by process technology, as set
     forth in Appendix A. The forecast will also include Wafer quantity
     estimates for Engineering Wafer requirements. The forecast will be used for
     planning purposes only and does not represent a commitment by Allegro to
     make any purchases. The only commitment to purchase will arise from
     purchase orders or purchase requirements.

3.2  Allegro will issue purchase orders for each of the following: (1)
     Engineering Wafers, (2) Risk Wafers, (3) Production Wafers and (4) Process
     Qualification Wafers.

3.3  Allegro's purchase requirements, with requested delivery dates, will be
     submitted weekly via a purchase order, and/or a purchase order release, and
     will result in a binding purchase obligation by Allegro to PSI, subject to
     cancellation charges, as set for in Section 3.5. PSI will acknowledge and
     provide a scheduled ship date in writing for each purchase requirement


                                       5



     within [***]. Cycle-time requirements will be as defined in Appendix H.
     Any changes to Appendix H will require mutual agreement in writing. PSI
     will commence Production Wafer starts within [***] business days following
     the acknowledgment to the extent accepted. PSI will commence Engineering
     Wafer starts within [***] business days following the acknowledgment to the
      extent accepted.

3.4  PSI will provide Allegro with real-time on-line access to Allegro WIP and
     delivery information. PSI will promptly notify Allegro of any delivery
     deviations beyond the tolerance specified in 3.9 and 3.10.

3.5  Purchase orders for Wafers are cancelable. Purchase Order cancellations for
     Wafers will incur charges (Wafer Termination Charges) for Work in Progress
     (WIP), according to the following schedule:



                                         Process Technologies
                                          (Excluding [***])             [***]
                                         --------------------           -----
                                                          
Before Wafer Scribe                     [***]% of Wafer Price   [***]% of Wafer Price
Prior to Device Mask                    [***]% of Wafer Price   [***]% of Wafer Price
Subsequent to Device Mask and Prior
   to Resistor Mask                     [***]% of Wafer Price   [***]% of Wafer Price
Subsequent to Resistor Mask and Prior
   to Contact Mask                      [***]% of Wafer Price   [***]% of Wafer Price
Subsequent to Contact Mask              [***]% of Wafer Price   [***]% of Wafer Price


     All Wafer lots on hold, in excess of [***], will be reviewed by Allegro and
     PSI. This review will result in a formal determination of whether the lots
     should be terminated, finished or remain on hold. After[***] of a Wafer lot
     being placed on hold, and provided that PSI notifies Allegro's Director of
     Planning in writing within [***] business days, Wafers can be terminated by
     PSI and termination charges, as set forth in this Section 3.5, are applied.

3.6  Within [***] working days of receipt of Allegro's forecast, referred to in
     Section 3.1, PSI will provide a [***] rolling non-binding capacity view,
     covering [***] subsequent to the current month, of the total capacity
     available, by process technology, as set forth in Appendix A.

3.7  PSI guarantees certain reserve capacity, as set forth in Appendix D of this
     Agreement.

3.8  PSI will accept all orders for quantities up to the applicable reserve (as
     set forth in Appendix D), with requested factory-exit dates consistent with
     Section 3.3. In the event that Allegro would like to request Wafers that
     exceed the applicable reserve, Allegro and PSI agree to negotiate in good
     faith a possible adjustment to the applicable reserve to accommodate
     Allegro's request for Wafers. Any adjustment will be subject to PSI's
     existing available capacity and other customer commitments.

3.9  Delivery Performance. Delivery performance goal is [***]% of the total
     quantity of specific product ordered for a specified time period, as set
     forth in Allegro's purchase order and/or release (+5 days early,- 0 day
     late to the specified delivery date). Failure to meet [***]% on time
     delivery for [***] consecutive weeks will require PSI to submit a
     corrective action plan and provide up to [***] to Allegro at no charge
     until the delivery performance improves and meets [***]% on time delivery
     for [***] consecutive weeks.

3.10 Expedited Delivery. PSI agrees to provide expedited delivery of 6" and 8"
     Wafer lots at the prices listed in Appendix J, as follows:


                                       6



          6" Hot Lots *  -       Up to [***] at any given time.
          6" Nuclear Lots  **-   Up to [***] at any given time.

*    6" Hot Lots are defined as lots with a fab process technology lead time not
     to exceed a cycle time of [***] day ([***] hours) per mask level for the
     PSI interval (maximum of [***] Wafers per lot).

**   6" Nuclear Lots are defined as lots with a fab process technology lead-time
     not to exceed a cycle time of [***] day ([***] hours) per mask level for
     the PSI interval (maximum of [***] Wafers per lot).

          8" Hot Lots *  -       Up to [***] at any given time.
          8" Nuclear Lots  **-   Up to [***] at any given time.

*    8" Hot Lots are defined as lots with a fab process technology lead time not
     to exceed a cycle time of [***] days ([***] hours) per mask level for the
     PSI interval (maximum of [***] Wafers per lot).

**   8" Nuclear Lots are defined as lots with a fab process technology lead-time
     not to exceed a cycle time of [***] days ([***] hours) per mask level for
     the PSI interval (maximum of [***] Wafers per lot)

Section 4. Facility Visits, Audits, and Operational Reviews:

4.1  Facility visits and audits (by customers and/or Allegro) are permitted, for
     any reason or purpose, on a reasonable basis and any such visits and audits
     will be conducted, upon Allegro providing reasonable notice to PSI, during
     PSI's regular business hours and without undue disruption of PSI's
     business. Allegro, at its discretion, will have the right to schedule
     operational reviews with PSI on a quarterly basis.

Section 5. Procedure for Wafer Return and Credit:

5.1  Allegro will notify PSI in writing by completing the PSI RMA Request Form,
     as set forth in Appendix I, of its reasons for rejection of Production
     Wafers and provide product information and engineering data within [***]
     following Allegro's receipt of such Production Wafers. Such data will
     include, as applicable:

     5.1.1 Optical and electrical data from Production Wafers; and/or

     5.1.2 Yield data for Production Wafers failing to meet the probe yield
          target per device, as set forth in Appendix I.

     Product information will include product name, lot number, quantity,
     purchase order number, and date of receipt at Allegro.

     If any Production Wafers pass the acceptance criteria, specified in
     Sections 5.1.1 and 5.1.2, but are rejected by Allegro, or Allegro's
     customer, at a subsequent date still within the warranty period, as
     specified in Section 8, due to the fact that the failure is process
     related, Allegro will promptly notify in writing and provide a failure
     analysis report explaining why Allegro believes that the failure is process
     related.

5.2  Allegro will notify PSI in writing by completing the PSI RMA Request Form,
     as set forth in Appendix I, of its reasons for rejection of Risk and
     Engineering Wafers and provide product information and engineering data
     within [***] following Allegro's receipt of such Risk and Engineering
     Wafers. Such data will include, as applicable:


                                       7



     5.2.1 Optical and electrical data product information will include product
          name, lot number, quantity, purchase order number, and date of receipt
          at Allegro.

5.3  The Parties will agree on whether the reasons for rejection are valid. PSI
     will respond in writing within [***] following receipt of data and product,
     specified in Sections 5.1 and 5.2. If no written response is provided
     within [***] of receipt of all data and product required to make a
     determination, Allegro and PSI will consider the rejection as valid. If
     valid, PSI will issue a Return Material Authorization ("RMA") Number. For
     Production Wafers failing to meet the probe yield target per device, as set
     forth in Appendix I, failures for which no design defect is identifiable,
     Allegro and PSI agree that the failure is valid and an RMA Number will be
     issued.

5.4  PSI, at Allegro's option, will [***], or [***], provided that the reasons
     for rejection are confirmed to be valid by PSI, or deemed to be confirmed,
     as described above in Section 5.3. If Wafers are replaced, PSI will pay all
     applicable shipping charge.

Section 6. Wafer/ Mask Price, Payment, and Invoices:

6.1  The prices of Production Wafers, Risk Wafers, Engineering Wafers and Masks
     will be set forth in Appendix J and will be established and fixed for [***]
     periods. All prices are on a F.O.B. Bloomington, Minnesota basis for the
     term of this Agreement, except for replacement Wafers for which PSI will
     pay all applicable shipping charges. All prices stated in this Agreement
     are in U.S. Dollars. All prices stated in this Agreement are exclusive of
     all applicable state and local sales, use, and other similar taxes. Unless
     Allegro advises PSI in writing, reasonably acceptable to PSI that an
     exemption applies, Allegro will pay all applicable state and local sales,
     use and other similar taxes. Taxes payable by Allegro will be billed as
     separate items.

6.2  On a go-forwards basis, Allegro and PSI agree to establish the new fixed
     [***] wafer and mask pricing no later than [***] prior to start of the new
     fiscal half year period (April and October) and [***].

6.3  PSI will issue an invoice with each shipment, and the date on this invoice
     will be no earlier than the shipment date, with the shipment date
     referenced on the invoice. The invoice will include the purchase order
     number, purchase order line number, purchase order line description,
     purchase order quantity, purchase order unit of measure, and purchase order
     unit price.

6.4  All payments due PSI under this Agreement will be delivered to PSI at the
     address shown on its invoice, net [***], and Allegro reserves the right to
     any credit setoff. Notwithstanding the foregoing, Allegro will not be
     obligated to pay invoices for Wafers for which an RMA number has been
     issued or for which an RMA request is pending.

6.5  Allegro will bear all taxes, duties, levies and similar charges (and any
     related interest and penalties), however designated, in connection with the
     existence of this Agreement, or the transactions contemplated thereby,
     other than income taxes imposed upon PSI by any governmental authority in
     any jurisdiction.

Section 7. Title and Risk of Loss:

7.1  Title and risk of loss and damage to all Wafers purchased by Allegro will
     vest in Allegro when the Wafers are placed by PSI in the possession of a
     carrier at the F.O.B. point of


                                       8



     origin, freight collect, with freight charges being billed directly by the
     carrier to Allegro. PSI will pack and ship Wafers, as set forth in Appendix
     K.

Section 8. Warranty:

8.1  Warranties. PSI hereby warrants to Allegro that Production Wafers and Risk
     Wafers sold by PSI will be free from defects in material and workmanship
     for a period of [***] from the date of delivery by PSI to Allegro, and that
     Production Wafers will conform to specifications, and Wafer and electrical
     specifications, as set forth in Appendix A and Appendix I.

8.2  Remedies. If any Risk or Production Wafers fail to conform to the
     applicable foregoing warranty during the relevant warranty period and PSI
     is notified promptly, in writing, following the discovery of such failure,
     PSI will, at Allegro's sole option, [***], or provide to Allegro [***]. The
     foregoing notice from Allegro will include a description of the basis for
     Allegro's warranty claim, lot number, and original date received by
     Allegro. To the extent practicable (for example, provided that the Wafers
     have not been shipped to a customer), Allegro will return such defective
     Risk or Production Wafers to PSI, and, if such defective Wafers have
     already been packaged, PSI will [***] for such Wafers. PSI will return any
     Risk and Production Wafers replaced under this warranty to Allegro,
     transportation prepaid. The foregoing warranty constitutes PSI's exclusive
     liability, and the exclusive remedy of Allegro, for any breach of any
     warranty or other nonconformity of the Risk and/or Production Wafers,
     except as set forth in Appendix M.

8.3  LIMITATIONS. THIS WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER
     WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE
     WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WHICH
     ARE HEREBY EXPRESSLY DISCLAIMED.

Section 9. Intellectual Property:

9.1  PSI will defend or settle, at its own option and expense, any and all suits
     against Allegro alleging: (a) infringement of any patent, trademark,
     copyright or other proprietary right, arising from adherence to process
     information, drawings, design, or other specifications, which Allegro is
     instructed by PSI to follow, and (b) infringement relating to the
     manufacture, use or sales of any of the circuits, either as individual
     units or in combination with another item not furnished by Allegro,
     provided that PSI (a) has had timely written notice of all allegations of
     such infringement and suits, and full opportunity and authority to assume
     the sole defense of and to settle such suit, and (b) have been furnished,
     upon PSI's request, all information and assistance available to Allegro for
     such defense.

9.2  Allegro will defend or settle, at its own option and expense, any and all
     suits against PSI alleging: (a) infringement of any patent, trademark,
     copyright or other proprietary right, arising from adherence to process
     information, drawings, design, or other specifications which PSI is
     instructed by Allegro to follow, and (b) infringement relating to the
     manufacture, use or sales of any of the circuits, either as individual
     units or in combination with another item not furnished by PSI, provided
     that Allegro (a) has had timely written notice of all allegations of such
     infringement and suits, and full opportunity and authority to assume the
     sole defense of and to settle such suit, and (b) have been furnished, upon
     Allegro's request, all information and assistance available to PSI for such
     defense.



                                       9



9.3  The foregoing Sections 9.1 and 9.2 state the entire liability of the
     Parties for any patent, trademark, copyright, or other proprietary right
     infringement.

Section 10. Identification:

10.1 PSI will not, without Allegro's prior written consent, engage in
     advertising, promotion or publicity related to this Agreement, or make
     public use of any Identification (as hereinafter defined) in any
     circumstances related to this Agreement. As used in this Agreement, the
     term "Identification" means any copy or semblance of any trade name,
     trademark, service mark, insignia, symbol, logo, or any other product,
     service or organization designation, or any specification or drawing of
     Allegro or its respective affiliates, or evidence of inspection by or for
     any of them.

10.2 PSI will remove or destroy any Identification prior to any use or
     disposition of any Wafers rejected or not purchased by Allegro, and, will
     indemnify, defend (at Allegro's request) and save harmless Allegro and its
     respective affiliates and each of their officers, directors and employees
     from and against any losses, damages, claims, demands, suits, liabilities,
     fines, penalties and expenses (including reasonable attorneys' fees)
     arising out of the PSI's failure to so remove or obliterate Identification.

Section 11. Protection of Proprietary Information:

11.1 The Non-Disclosure Agreement between PSI and Allegro having an effective
     date of October 25, 2005, is hereby incorporated in its entirety into this
     Agreement.

Section 12. Term, Termination of Agreement and Bankruptcy:

12.1 Term; The term of this Agreement will commence on the date first written
     above and continue through March 31, 2012, unless terminated earlier,
     pursuant to Sections 12.2, 12.3, or 12.4.

12.2 Immediate Termination Events. Either Party may terminate or suspend this
     Agreement immediately and without liability upon written notice to the
     other Party, if any one of the following events occurs:

     (a)  The other Party files a voluntary petition in bankruptcy or otherwise
          seeks protection under any law for the protection of debtors;

     (b)  A proceeding is instituted against the other Party under any provision
          of any bankruptcy law, which is not dismissed within ninety (90) days;

     (c)  The other Party is adjudged bankrupt;

     (d)  A court assumes jurisdiction of all or a substantial portion of the
          assets of the other Party under a reorganization law;

     (e)  A trustee or receiver is appointed by a court for all or a substantial
          portion of the assets of the other Party;

     (f)  The other Party becomes insolvent or ceases or suspends all or
          substantially all of its business; or

     (g)  The other Party makes an assignment of the majority of its assets for
          the benefit of creditors.

12.3 Termination for Breach. In case either Party breaches or defaults in the
     effective performance of any of the terms, conditions, covenants, or
     agreements contained in this Agreement, then the Parties will first attempt
     in good faith to resolve such breach. [***] after delivery of written
     notice to the breaching Party that a breach, described in this Section 12.3
     has occurred, the non-breaching Party may terminate this Agreement without
     liability for such termination; provided, that if the breaching Party has
     begun substantial corrective action to remedy the breach, the non-breaching
     Party may only terminate this


                                       10



     Agreement without liability for such termination [***] after delivery of
     its written notice to the breaching Party, if such breach remains uncured
     as of such date; provided, however, that if allowing [***] for the
     breaching Party to cure the breach would cause irreparable harm to the
     business prospects of the non-breaching Party, notwithstanding any dispute
     resolution provisions herein to the contrary, temporary or preliminary
     injunctive relief in a court of competent jurisdiction will be appropriate
     to prevent either an initial or continuing breach in addition to any other
     relief to which the non-breaching Party may be entitled.

12.4 In case that PSI terminates this Agreement, pursuant to Section 12.3,
     Allegro will be liable for any and all Wafer finished goods and
     Work-in-Process held by PSI at the time of termination, and resulting from
     an order issued by Allegro hereunder. In case that Allegro terminates this
     Agreement, pursuant to Section 12.3, Allegro may cancel any or all orders
     without any liability to PSI.

12.5 Notwithstanding any provision of this Agreement, subject to its compliance
     with the following, PSI will have the right to terminate this Agreement in
     the event it ceases operations at its Bloomington, Minnesota facility:

     12.5.1 PSI will give Allegro at least twenty-four (24) months prior written
          notice prior to the date PSI ceases operations at its Bloomington,
          Minnesota foundry.

     12.5.2 In addition to its rights to purchase Wafers under this Agreement,
          Allegro will have the option during such twenty-four (24) month
          period, described in 12.5.1, to place, and PSI will fulfill regardless
          of any Wafer production capacity commitment, as set forth in Appendix
          D, a "life-time" purchase order for Wafers, provided that such "life
          time" purchase order is issued by Allegro at least [***] prior to the
          closing of the facility, with deliveries not to extend beyond [***]
          from planned closure.

     12.5.3 PSI will bear all costs (including all Allegro's costs) associated
          with the product and process qualification of, and the reticle
          transfer to, a new fabrication line (including within the Bloomington
          facility) for the manufacture of the Wafers where the transfer is a
          PSI initiated requirement.

12.6 In the event that PSI becomes the subject of voluntary, or involuntary,
     petition in bankruptcy, or any proceeding related to insolvency or
     composition for the benefit of creditors, and such proceeding is not
     dismissed within [***], PSI agrees to grant Allegro the right to access the
     PSI Wafer Manufacturing Technology and a non-exclusive, worldwide,
     royalty-free license, with the right to grant sublicenses, to use the
     manufacturing processes comprising the PSI Wafer Manufacturing Technology
     in order to make, or have made, Wafers that PSI would have otherwise been
     obligated to manufacture and supply to Allegro in compliance with this
     Agreement, but for such bankruptcy, insolvency or composition for the
     benefit of creditors. Such license shall terminate upon the earlier of (i)
     such time that PSI emerges from any such bankruptcy or insolvency
     proceeding and (ii) such time that this Agreement would have otherwise
     terminated in accordance with its terms; upon any such termination, Allegro
     shall cease any further use of such manufacturing processes, other
     inventions and the PSI Wafer Manufacturing Technology. Such right of access
     to the PSI Wafer Manufacturing Technology and license shall be effected
     through PSI's prompt provision to Allegro of complete and full disclosure
     to Allegro of all PSI Wafer Manufacturing Technology used to manufacture
     and supply Wafers to Allegro, including, without limitation, the PSI WMT
     Documentation, and any


                                       11



     and all Allegro WMT Documentation then in the possession of PSI. Such full
     and complete disclosure of PSI's Wafer Manufacturing Technology and
     delivery of the Allegro WMT Documentation will be provided to Allegro
     without delay. In the event PSI emerges from any such bankruptcy, or
     insolvency proceeding, the PSI Wafer Manufacturing Technology (including,
     without limitation, the PSI WMT Documentation) will be returned to PSI, and
     PSI will resume manufacture and supply of Wafers to Allegro, in accordance
     with the terms and conditions of this Agreement.

12.7 Survival of Obligations. The following Sections will survive any
     expiration, termination or cancellation of this Agreement, and the Parties
     will continue to be bound by the terms and conditions thereof: 8, 9, 10,
     11, 12.4, 12.6, 14, 16, 19, 20, 22, and 27.

Section 13. Force Majeure:

13.1 Neither Party will be held responsible for any delay or failure in
     performance of any part of this Agreement, to the extent such delay or
     failure, is caused by fire, flood, explosion, war, embargo, government
     requirement, civil or military authority, act of God, act or omission of
     carriers, or other similar causes beyond its control and without the fault
     or negligence of the delayed or nonperforming Party or its subcontractors
     ("force majeure conditions"). Notwithstanding the foregoing, PSI's
     liability for loss or damage to Allegro's material in PSI's possession or
     control will not be modified by this clause. If any force majeure condition
     occurs, the Party delayed or unable to perform will give immediate notice
     to the other Party, stating the nature of the force majeure condition and
     any action being taken to avoid or minimize its effect. The Party affected
     by the other's delay or inability to perform may elect to: (1) suspend this
     Agreement or an order for the duration of the force majeure condition and
     (i) at its option buy, sell, obtain or furnish elsewhere material or
     services to be bought, sold, obtained or furnished under this Agreement or
     an order (unless such sale or furnishing is prohibited under this
     Agreement) and deduct from any commitment the quantity bought, sold,
     obtained or furnished or for which commitments have been made elsewhere and
     (ii) once the force majeure condition ceases, resume performance under this
     Agreement or order with an option to the affected Party to extend the
     period of this Agreement or an order up to the length of time the force
     majeure condition endured and/or (2) when the delay or nonperformance
     continues for a period of at least [***], terminate, at no charge, this
     Agreement or an order, or the part of it relating to material not already
     shipped, or services not already performed. Unless written notice is given
     within [***] after the affected Party is notified of the force majeure
     condition, (1) will be deemed selected.

     In the event that force majeure conditions prevent PSI from manufacturing
     and supplying Wafers to Allegro, in accordance with this Agreement, for a
     period of [***], Allegro shall have the option to require PSI to promptly
     deliver to Allegro copies of all PSI WMT Documentation and Allegro WMT
     Documentation then in PSI's possession and to grant to Allegro a license to
     use the PSI Wafer Manufacturing Technology to the extent necessary and
     sufficient for Allegro to make or have made, use or have used, sell or have
     sold, import or have imported, and otherwise commercialize Wafers for a
     period of time equal to the duration of the Force Majeure event preventing
     PSI's performance.

Section 14. Limitation of Liability:

14.1 In no event will either Party be liable, whether in contract, in tort
     (including negligence), under any warranty or otherwise for any special,
     punitive, indirect, incidental or consequential loss or damage or loss of
     profits or revenues.


                                       12



Section 15. Emergency Backup Plan:

15.1 Within [***] of the execution of this Agreement, PSI will furnish to
     Allegro, a written plan of action (an "Emergency Backup Plan") that covers
     PSI's plans on how it will continue to perform its obligations under this
     Agreement in case of an unforeseen catastrophe, including a force majeure
     condition, or any other condition in which PSI will be unable to produce
     and ship Wafers for [***]. The Emergency Backup Plan will identify PSI's
     secondary manufacturing location(s), if any, and include the estimated time
     for the implementation of such Emergency Backup Plan and production of
     Wafers.

Section 16. Notices:

16.1 All notices, demands, or consents required or permitted hereunder will be
     in writing and will be delivered, delivered by e-mail, or sent by
     facsimile, or mailed to the respective Parties at the addresses set forth
     below, or at such other address as will have been given to the other Party,
     in writing for the purposes of this clause.

     Such notices and other communications will be deemed effective upon the
     earliest to occur of:

     (a)  Actual delivery (e-mail, facsimile, hard copy),

     (b)  Five (5) days after mailing, addressed and postage prepaid, return
          receipt requested,

     To Allegro:       Allegro MicroSystems, Inc.
                       115 Northeast Cutoff
                       Worcester, MA 01606
                       Attention: Vice President of Operations
                       Phone: 508-854-5240

     With a copy to:   Allegro MicroSystems, Inc.
                       115 Northeast Cutoff
                       Worcester, MA 01606
                       Attention: General Counsel
                       Phone: 508-854-5706

     To PSI:           Polar Semiconductor, Inc.
                       2800 East Old Shakopee Road
                       Bloomington, MN 55425
                       Attn: Chief Operating Officer
                       Phone: 952-876-3290

Section 17. Waiver and Amendment:

17.1 Failure by either Party, at any time, to require performance by the other
     Party, or to claim a breach of any provision of this Agreement, will not be
     construed as a waiver of any right accruing under this Agreement, nor will
     it affect any subsequent breach or the effectiveness of this Agreement, or
     any part hereof, or prejudice either Party with respect to any subsequent
     action. A waiver of any right accruing to either Party, pursuant to this
     Agreement, will not be effective unless given in writing.

Section 18. Assignment:

18.1 Neither Party will assign, transfer, or otherwise dispose of this Agreement
     in whole or in part, without the prior consent of the other Party in
     writing, and such consent will not be


                                       13



     unreasonably withheld, provided, however, that this Agreement may be
     assigned by either Party to any successor entity, whether by merger,
     consolidation, or acquisition of all or substantially all of the assets of
     such Party related to the performance of this Agreement. Upon the
     completion of such assignment, the assigning Party will promptly provide a
     written notice to the other Party to this Agreement.

Section 19. Governing Law:

19.1 This Agreement shall be governed by and construed in accordance with the
     laws of the State of Massachusetts.

Section 20. Compliance with Laws; Environmental Compliance:

20.1 PSI, and all persons furnished by PSI, will comply at their own expense
     with all applicable federal, state and local laws, ordinances, regulations
     and codes, including those relating to the use of chlorofluorocarbons, and
     including the identification and procurement of required permits,
     certificates, licenses, insurance, approvals and inspections in performance
     under this Agreement.

20.2 PSI agrees to meet the requirements associated with Environmental
     Compliance, as set forth in Appendix L, hereby attached and made part of
     this Agreement.

Section 21. Severability:

21.1 In the event that any provision of this Agreement is found to be unlawful
     or otherwise unenforceable, such provision will be severed, and the entire
     Agreement will not fail on account thereof, the balance continuing in full
     force and effect, and the Parties will endeavor to replace the severed
     provision with a similar provision that is not unlawful or otherwise
     unenforceable.

Section 22. Exports:

22.1 The Parties agree and stipulate that no Wafers, technical information, or
     other information furnished under this Agreement or any direct product
     thereof, will be exported or re-exported, directly or indirectly, to any
     destination restricted or prohibited by export regulations of the United
     States, without the authorization from the competent governmental
     authorities. This restriction applies to all parent, subsidiaries and
     affiliates of the Parties. Any successor provisions to the export
     regulations apply to all future export and re-export transactions and the
     requirements of this Section will survive indefinitely, including any
     termination of this Agreement. Should a Party to this Agreement be held to
     have breached any applicable export regulations, such Party will indemnify
     and hold harmless the other Party from any costs or damages actually
     incurred by the non-breaching Party, to the extent that such non-breaching
     Party is held not accountable for such breach by competent governmental
     authorities.

Section 23. Headings:

23.1 The headings of the various sections of this Agreement have been inserted
     for convenience of reference only and will not be deemed to be a part of,
     or affect the interpretation of, any provision of this Agreement.

Section 24. Counterparts:


                                       14



24.1 This Agreement may be executed in any number of counterparts, and each such
     counterpart hereof will be deemed to be an original instrument, but all
     such counterparts together will constitute but one Agreement.

Section 25. Communication and Representatives:

25.1 Throughout the term hereof, each Party agrees to designate in writing one
     of its employees to represent it in connection with day-to-day operations
     under this Agreement.

Section 26. Rights of Non-Submitting Party to Comment (Public Disclosure):

26.1 The Parties to this Agreement shall consult with each other as to the form,
     substance and timing of any press release or other public disclosure
     related to this Agreement, or the transactions contemplated hereby, and no
     such press release or other public disclosure shall be made without the
     consent of the other Party hereto, which consent shall not be unreasonably
     withheld or delayed. Each Party shall determine in its sole discretion
     whether such Party is required to file or otherwise submit this Agreement
     with, or to, any governmental authorities, including, without limitation,
     the U.S. Securities and Exchange Commission. If a Party (as the Submitting
     Party) determines that this Agreement is required to be so filed or
     submitted, then such Submitting Party shall with respect to such proposed
     filing or submission: (i) provide a copy of such filing or submission to
     the other Party (as the Non-Submitting Party) reasonably prior to its
     filing or submission, (ii) identify to the extent that the Submitting Party
     intends to request confidential treatment for any portion or portions of
     this Agreement, (iii) provide a reasonable amount of time for the
     Non-Submitting Party's review of the filing or submission and such
     confidentiality request and any redactions comprising such intended request
     and (iv) give good faith consideration to the Non-Submitting Party's
     comments and requests for any additional or different redactions.

Section 27 Integration:

27.1 This Agreement, and each Appendix, and each Exhibit attached, sets forth
     the entire Agreement and understanding between the Parties, as to the
     subject matter hereof, and merges all prior discussions between them, and
     none of the Parties will be bound by any conditions, definitions,
     warranties, modifications, understandings or representations with respect
     to such subject matter other than as expressly provided herein, or as duly
     set forth on or subsequent to the effective date hereof in writing and
     signed by a proper and duly authorized representative of the Party to be
     bound thereby. This Agreement supersedes and replaces in its entirety the
     Agreement between Allegro MicroSystems, Inc. and PolarFab (presently PSI)
     dated January 29, 2001. This Agreement may be modified or amended as set
     forth in writing and signed by a duly authorized representative of each
     Party.

Section 28. Relationship Between Parties:

28.1 Neither Party to this Agreement will have the power to bind the other by
     any guarantee or representation that it may give, or to incur any debts or
     liabilities in the name of or on behalf of the other Party. The Parties
     acknowledge and agree that nothing contained in this Agreement will be
     deemed or construed to constitute or create between the Parties hereto a
     partnership, association, joint venture or other agency.

Section 29. No Implied Licenses:

29.1 No licenses are granted hereunder by implication, estoppel or otherwise.
     Each Party may make reasonable references by name to any other Party in its
     advertising material relative to Wafers, provided that the advance written
     consent of an authorized representative of the other Party has been
     obtained.


                                       15



Section 30. No Third-Party Beneficiaries:

30.1 No person not a Party to this Agreement will have any rights under this
     Agreement as a third-party beneficiary, or otherwise, other than persons
     entitled to indemnification as expressly set forth herein.

Section 31. Dispute Resolution:

31.1 In the event of any dispute, claim, question, or disagreement arising from,
     or relating to this Agreement, the Parties hereto shall use their best
     efforts to settle the dispute, claim, question, or disagreement. To this
     effect, they shall consult and negotiate with each other in good faith and,
     recognizing their mutual interests, attempt to reach a just and equitable
     solution satisfactory to both Parties. If they do not reach such solution
     within a period of [***], then, upon notice by either Party to the other,
     all such disputes, claims, questions, or differences shall be finally
     settled by arbitration administered by the American Arbitration Association
     in accordance with the provisions of its Commercial Arbitration Rules. The
     Party that initiates arbitration proceedings shall do so within the state,
     or city, of the other Party and that other Party's substantive laws shall
     apply and shall be the site of all arbitration proceedings. Judgment on the
     award rendered by the Arbitrator(s) may be entered in any court having
     jurisdiction thereof.


                                       16



IN WITNESS WHEREOF, the Parties hereto have executed this Agreement, as of the
Effective Date first above written.

Allegro MicroSystems, Inc.


By: /S/ Dennis Fitzgerald
    --------------------------------------
Name: Dennis Fitzgerald
      ------------------------------------
Title: President & Chief Executive Officer
       -----------------------------------


Polar Semiconductor, Inc.


By: /S/ Yoshihiro Suzuki
    --------------------------------------
Name: Yoshihiro Suzuki
      ------------------------------------
Title: President & Chief Executive Officer
       -----------------------------------


                                       17



                                   APPENDIX A

          APPLICABLE SPECIFICATIONS AND WAFER EVAL ACCEPTANCE CRITERIA


                                     [***]











                                       18



                                     [***]












                                       19



                                   APPENDIX B

           MASS PRODUCTION WAFER APPROVAL REQUIREMENTS AND PROCEDURES


                                     [***]







                                       20



                                   APPENDIX C

                            RISK WAFER AUTHORIZATION



                                     [***]








                                       21



                                   APPENDIX D

                    RESERVE WAFER OUTS PER QUARTER - SHIPPED
              (in terms of wafer outs - shipped per fiscal quarter)


                                      [***]







                                       22



                                   APPENDIX D


                                     [***]













                                       23



                                   APPENDIX E

                                 WAFER LOT SIZES


                                     [***]

















                                       24



                                   APPENDIX F

                   RELIABILITY AND PROCESS CONTROL INFORMATION

                                      [***]


















                                       25



                                   APPENDIX G

                       ALLEGRO MICROSYSTEMS' QUALITY PLAN



                                      [***]

















                                       26



                                   APPENDIX G




                                      [***]

















                                       27



                                   APPENDIX G


                                     [***]





















                                       28



                                   APPENDIX G



                                     [***]



















                                       29



                                   APPENDIX H

                       PSI CYCLE TIME BY WAFER TECHNOLOGY



                                      [***]

















                                       30



                                   APPENDIX I

                PROBE SCRAP LIMITS AND MINIMUM DIE YIELD BASELINE

                                      [***]





















                                       31



                                   APPENDIX I


                                     [***]





















                                       32



                                   APPENDIX I


                                     [***]









                                       33



                                   APPENDIX I


                                     [***]



















                                       34



                                   APPENDIX J

                          Wafer Pricing & Mask Pricing


                                     [***]




















                                       35



                                   APPENDIX J

                    Wafer Pricing & Mask Pricing (continued)




                                     [***]



















                                       36



                                   APPENDIX J


                                      [***]



















                                       37



                                   APPENDIX J



                                      [***]
















                                       38



                                   APPENDIX K

                                SHIPPING CRITERIA

All Wafers to be delivered to Allegro under this Agreement will be packed,
marked, and shipped by PSI, [***], as outlined in the Quality Manual, and care
for transportation of Wafers of a similar type. All Wafers will be accompanied
by the following information, as appropriate: (i) purchase order number, (ii)
Device Type, (iii) Allegro lot number, (iv) lot quantity and (v) any process
information, to be mutually agreed upon in writing by both Parties. Items (i),
(ii), (iii), and (iv) will be clearly marked on the outside of each Wafer
cassette, shipping carton and reflected on the Packing Slip by PSI. Shipments
are [***].


                                       39



                                   APPENDIX L

                            ENVIRONMENTAL COMPLIANCE



                                     [***]





                                       40



                                   APPENDIX M


                                      [***]






                                       41



                                   APPENDIX N

              ALLEGRO WAFER MANUFACTURING TECHNOLOGY AND PSI WAFER
                            MANUFACTURING TECHNOLOGY



                                     [***]







                                       42

                                                                   EXHIBIT 10.11

CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION. THE LOCATIONS OF THE OMITTED MATERIALS ARE INDICATED BY THE
FOLLOWING NOTATION: [***].

                        TECHNOLOGY DEVELOPMENT AGREEMENT

                                                                         11/6/01

                                     BETWEEN
                     POLARFAB AND ALLEGRO MICROSYSTEMS, INC.

     WHEREAS, the two parties have entered into a so called Foundry Agreement on
May 25th, 2001; and

     WHEREAS, the parties desire to enter into a Technology Development
Agreement; and

     WHEREAS, the parties desire to first agree to be bound by the principal
terms of a Technology Development Agreement, and subsequently agree to a more
detailed Technology Development Agreement;

     NOW THEREFORE, the parties hereby agree to be bound by the following
principal terms of a Technology Development Agreement. It is expected that the
more detailed Technology Development Agreement will be agreed to within two
weeks of the signing of this principal terms agreement.

     PolarFab will help Allegro develop Allegro's new technology described
below, and using that new technology PolarFab will manufacture wafers for
Allegro.

     The new technology to be developed will be so called ABCD4. The term ABCD4
will include derivative technologies (including, but not limited to, DABIC6 and
[***] Volt ABCD4). ABCD4 is essentially a shrink of Allegro's ABCD3 technology
and is targeted at a minimum feature size of [***] microns.

1.   EXPECTED WAFER VOLUME PER WEEK OF ABCD4

     During the production phase (i.e., after qualification):

     Year 1: Up to Approximately [***] Wafers Per Week
     Year 2: Up to Approximately [***] Wafers Per Week
     Year 3: Up to Approximately [***] Wafers Per Week

     Allegro will provide PolarFab with a 12-month rolling forecast of
requirements. PolarFab will guarantee manufacturing capacity to Allegro based on
Allegro's Expected Wafer Volume Per Week as stated above, [***]. However,
PolarFab will not be obligated to increase its production for Allegro by more
than [***] wafers per week in a time period shorter than [***], and
PolarFab will not be



                                       -2-


obligated to increase its production for Allegro by [***] wafers per week in a
time period of less than [***], and PolarFab will have a time period of
no less than [***] to increase its production for Allegro by more than
[***] wafers per week to [***] wafers per week.

     Allegro's minimum volume commitment is an average of [***] wafers per week,
calculated in calendar quarters, in year 2 and in year 3. In the event that
Allegro does not purchase [***] wafers in any calendar quarter in years 2 and 3,
Allegro will pay to PolarFab [***]% of the sale price of each wafer not
purchased below [***]. However, payments for wafers not purchased will not
exceed $[***] in any calendar year.

2.   POLARFAB'S AFFIRMATIVE OBLIGATION AND CAPACITY ALLOCATION

     PolarFab recognizes that by this Agreement PolarFab will become a critical
supplier to Allegro, and therefore PolarFab agrees that it will allocate
sufficient technical human resources and capacity and give Allegro's needs
sufficient priority in order to meet PolarFab's commitment to Allegro hereunder.
Allegro also recognizes the critical nature of this Agreement and agrees to
allocate sufficient technical human resources so that it will not impede
successful completion of the objectives of this Agreement.

     Allegro's 12 month rolling forecast of requirements will include wafer
outs, updated every eight weeks. Allegro will forecast total wafer volume
(ABC3/ABCD3/ABCD4), and Allegro can use the capacity allocation under this
Technology Development Agreement and the Foundry Agreement interchangeably, e.g.
if Allegro's ABCD4 volume needs increase beyond forecasted levels in the 12
month rolling forecast, PolarFab is obligated to meet those higher volume needs
in the event that Allegro provides a corresponding reduction for its need for
ABCD3 products.

3.   PRICING/RESTRICTIONS ON USE

     Pricing for all foundry wafers being processed by PolarFab under this
Technology Development Agreement will be as defined in the Foundry Agreement and
will be in effect for [***]. Price breaks will be calculated by combining all
wafer types (ABC3/ABCD3/ABCD4) being shipped in any given week.

     In the event that any lower price is charged by PolarFab to any third party
for wafers using ABCD3 technology, Allegro for the next two years will receive
that lower price provided to such third party for wafers using ABCD3 and ABCD4
technology and all orders for ABCD3 and/or ABCD4 products for Allegro not yet
delivered will be reduced to that lower price.

     PolarFab's right to use Allegro's ABCD3 technology will be subject to the
following limitations:

     A. Except as provided in paragraphs 3B and 3C, PolarFab may use any portion
     of Allegro's ABCD3 technology in the manufacturing of any product for any
     customer upon (but not before) the occurrence of the following two events:
     i.) the expiration of [***] after PolarFab has shipped [***] qualified
     ABCD3 wafers to Allegro, and ii.) ABCD4 technology is qualified at
     PolarFab. Since PolarFab's total back-end process is not part of Allegro's
     ABCD3 technology, PolarFab is free to use its own back-end process any
     time.



                                       -3-


     B. At no time will PolarFab, irrespective of the technology used, sell
     products into Hall Effect applications.

     C. After the selling restrictions set forth in paragraph 3A are no longer
     applicable, PolarFab is prohibited from selling, directly or indirectly,
     any products using any part of Allegro's technology to the competitors of
     Allegro as set forth on "Exhibit A" attached.

     D. In the event PolarFab is purchased by one of the Allegro's competitors,
     as set forth on "Exhibit A" attached, these selling restrictions will
     continue to apply regarding inter-company transactions between PolarFab and
     that purchaser.

     E. The selling restrictions contained in the immediately preceding three
     paragraphs will remain in effect for [***] after the termination of this
     Agreement.

     F. All selling restrictions on PolarFab contained in this paragraph 3 will
     continue irrespective of whether any Allegro technology transferred
     hereunder is modified, including but not limited to modifications to wafer
     size or geometry.

     G. The parties agree that Allegro will have access to injunctive relief in
     the event that any of these selling restrictions are breached.

     The royalty to be paid by PolarFab to Allegro for each wafer sold to third
parties using Allegro's ABCD3 technology is [***]% of PolarFab's selling price
to its customers, to be paid monthly.

4.   DELIVERABLES

     In order to help PolarFab market the ABCD3 process, Allegro will deliver
the following to PolarFab:

     a.)  [***].

     b.)  [***].

     c.)  [***].

     d.)  [***].

     e.)  [***].

5.   EXCLUSIVITY

     PolarFab will use ABCD4 only to manufacture wafers for Allegro, and not for
anyone else. Any purchaser of a portion or all of PolarFab will have the same
restriction on the use of ABCD4. In addition, PolarFab is restricted from
disclosing, selling or transferring ABCD3 or ABCD4 technology to any third
party.



                                       -4-


6.   LIST OF COMPONENTS INCLUDED IN TECHNOLOGY

     Set forth on "Exhibit B" attached.

7.   CONTRIBUTION OF EACH PARTY TO TECHNOLOGY DEVELOPMENT

     As part of the development, PolarFab will supply to Allegro complete
documentation of each ABCD4 unit process step as implemented at PolarFab and
will provide engineering assistance to Allegro as reasonably required to put the
technology into Allegro's fabrication facility. The technologies (ABCD4 and its
derivatives) will be specified, and the process architecture and components
defined, by Allegro and fabricated and qualified initially at PolarFab and all
this information will be provided to Allegro as implemented by PolarFab. Once
qualified, PolarFab will act as a foundry for these technologies using its own
internal fabrication facility and Allegro reserves the right to transfer these
technologies to its own internal fabrication facility and reserves the right to
transfer these technologies to a third party facility, provided that such
alternate third party can only use these technologies to manufacture for
Allegro. ABCD4 and its derivatives, including process architecture, component
architecture, simulation and characterization files are not to be used by
PolarFab except in manufacturing for Allegro.

     [***]

8.   GOOD FAITH MILESTONE CHART FOR ABCD4 AND ITS DERIVATIVES

     Set forth on "Exhibit C" attached is a Good Faith Milestone Chart for the
development of ABCD4 and its derivatives.

     The initial three months of this schedule are primarily driven by items
that require Allegro to produce work product for PolarFab to review. Allegro
will be requesting PolarFab's involvement in periodic reviews over that
timeframe to insure that the technology definition and evolution is consistent
with PolarFab's expectations in terms of manufacturing capability. It is agreed
by both parties that activities associated with ABCD3 qualifications take
priority if resource conflicts arise.

9.   DEVELOPMENT LOT PRICING (Includes NRE)

     Based on a 10 Piece Wafer Lot (Starts):

     First [***] Lots: $[***] Per Lot

     Next [***] Lots:  $[***] Per Lot

     Over [***] Lots:  $[***] Per Lot



                                       -5-


     In addition to lot pricing, Allegro will be responsible for short loop
costs at $[***] per layer.

10.  POLARFAB'S VIABILITY

     PolarFab and Allegro will agree to have some reasonable sort of last time
buy wording.

     Allegro would be able to speak and negotiate with PolarFab's equipment
lessor (if equipment is leased) or PolarFab's bank (if equipment is on loan).
Allegro would attempt to negotiate a deal that in the event PolarFab went into
bankruptcy, Allegro would have an option to purchase the equipment at a
prenegotiated price. PolarFab should consider this as a positive option. In the
event PolarFab were to go bankrupt, rather than the equipment leasing company
taking the equipment to auction, Allegro would have the option to buy the
equipment and, if appropriate, leave it in PolarFab's facility for production
for Allegro. The equipment lessor may consider this attractive, in that Allegro
might in effect guarantee the equipment lease. PolarFab supports Allegro having
such arrangements with the equipment lessor and/or bank, and PolarFab will urge
the equipment lessors/banks to enter into such arrangements with Allegro.

     In the event that Allegro is not successful negotiating this option with
the equipment lessors or banks, PolarFab agrees to have wording in the contract
that PolarFab will not give anyone else the right to purchase the equipment
(including rights by Agere to purchase beyond Agere's current rights).

POLARFAB                                ALLEGRO MICROSYSTEMS, INC.


By: /s/ Dennis Gaetano                  By: /s/ Edward Lenard
    ---------------------------------       ------------------------------------
Title: VP Sales & Marketing,            Title: Purchasing Manager
       PolarFab                                ---------------------------------
       ------------------------------
Date: 11/9/01                           Date: 11/8/01
      -------------------------------         ----------------------------------



                                    EXHIBIT A

                                      [***]



                                    EXHIBIT B

                     List of Components Included in Technology


                                      [***]





                                      [***]





                                      [***]











                                      [***]


                                                                        10/10/01

                                    EXHIBIT C

                                      [***]

                                                                   EXHIBIT 10.12

     CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
     EXCHANGE COMMISSION. THE LOCATIONS OF THE OMITTED MATERIALS ARE INDICATED
     BY THE FOLLOWING NOTATION: [***]

                          TECHNOLOGY TRANSFER AGREEMENT

THIS TECHNOLOGY TRANSFER AGREEMENT ("Agreement") is made as of November 30,
2002, between Allegro MicroSystems, Inc., a Delaware corporation with its
principal offices at 115 Northeast Cutoff, Worcester, Massachusetts 01615
("Allegro"); and Sanken Electric Co., Ltd., a Japanese corporation with its
principal offices at 3-6-3 Niiza-shi, Saitama, Japan ("Sanken").

WHEREAS, Allegro provided Sanken access to certain technology developed by
Allegro for the purpose of assisting Sanken in the development of SBCD3
technology, and Sanken provided Allegro access to certain technology developed
by Sanken for the purpose of assisting Allegro in the development of ABCD3
technology, and the parties now wish to provide for payment in consideration of
access to the technology that the parties have granted each other pursuant to
the terms and conditions of this Agreement.

NOW, THEREFORE, the parties hereby agree as follows:

1.   Background History.

In July of 1997, Allegro and its parent company, Sanken, were in the process of
developing similar technologies as part of their product development efforts.
These technologies were to be derived from [***] BCD technology for applications
in the automotive and office automation industries. Pursuant to a management
decision, Allegro and Sanken shared information and cooperated in planning the
development of the new technologies. The parties ultimately decided to build the
new technologies from the starting point of certain technology developed by
Allegro and Sanken prior



to July of 1997. Thereafter, development proceeded along two separate paths as
each party intended to have different applications specific to their market. In
the case of Allegro, the new technology was known as ABCD3 and was intended for
[***] capability, whereas Sanken's new technology was known as SBCD3 and was
intended for [***] capability.

After July of 1997, Allegro and Sanken coordinated their research and
development activities. Their relevant new technologies of ABCD3 and SBCD3 were
developed by cross-exploitation of each party's know-how, information, and
assistance; however, the parties separately paid for their respective
development costs. It was ultimately determined, by way of an independent
valuation, that at the time of such technology exchange the value of Allegro's
technology was approximately $[***] and the value of Sanken's technology was
approximately $[***]. As a result, it was agreed that Sanken would recognize
receipt of a net benefit of $[***] to be compensated to Allegro.

The parties now wish to memorialize their understanding concerning this matter,
and provide for a transfer of the applicable technology in exchange for a
monetary payment.

2.   Transfer of Technology.

It is hereby confirmed that, effective as of July of 1997, Allegro conveyed to
Sanken, and Sanken conveyed to Allegro, a permanent, worldwide, nonexclusive,
royalty-free license to utilize the "Technology" as defined below, without
restriction as to the use or transferability of the Technology. In conformance
with standard commercial practice, unrestricted use and transferability shall
mean that either party may use or transfer the technology providing that,
consistent with traditional commercial practice, such use or transfer is not for
or to a competitor of either party.

For purposes of this Agreement, the term "Technology" means the know-how and
expertise of Allegro/Sanken with respect to in-process BCD technology that was
made available to, or utilized by, Sanken/Allegro in the development efforts
that are the subject of this Agreement, including any concepts, designs,
drawings, specifications, formulations or other technical information inherent
therein.


                                        2


3.   Payment for Transfer.

In exchange for the conveyance of the Technology, Sanken agrees pay Allegro the
amount of $[***], calculated as the sum of the following:

(a)  The Technology value of $[***] as of July of 1997 as stipulated in Section
     1 of this Agreement.

(b)  Interest from August 1, 1997 through November 30, 2002, compounded annually
     at a rate of [***]%, [***], which rate is equal to the [***] commencing
     August 1, 1997.

In the event that payment is made after November 30, 2002, Allegro shall be
entitled to additional interest of [***]% per annum on the payment amount
described above from December 1, 2002 until the date of payment.

4.   Disclaimer of Warranty.

The Technology conveyed pursuant to this Agreement was made available by each
party on an "as is" basis. Sanken and Allegro each acknowledge that neither
party makes any warranty regarding the Technology.

5.   Ownership of Subsequent Technologies.

Allegro and Sanken shall independently own any advancements or improvements of
ABCD3 or SBCD3 technology that they may respectively develop, as well as any new
technologies based on ABCD3 that Allegro may develop or any new technologies
based on SBCD3 that Sanken may develop. Notwithstanding the foregoing, in the
event that either party desires to utilize technology owned by the other party
(other than the Technology licensed hereunder), the parties shall cooperate to
determine the appropriate terms of a technology license and royalty arrangement.


                                        3



6.   Further Actions.

The parties agree to cooperate and take such further actions as may be
reasonably necessary in order to effectuate the intent of this Agreement,
including execution of documents to convey the Technology.

7.   Language.

This Agreement was drafted and executed in English. Any translation into
Japanese or another language shall not impact the interpretation of this
Agreement.

8.   Choice of Law.

This Agreement shall be construed in accordance with Massachusetts law.

9.   Entire Agreement; Amendment.

This Agreement constitutes the entire understanding between the parties with
respect to the subject matter hereof and supersedes any prior agreements or
communications. This Agreement may be amended only by a written document signed
by an authorized representative of each party.

IN WITNESS WHEREOF, the parties hereto have caused this Technology Transfer
Agreement to be executed as of the date set forth in the first paragraph hereof.

ALLEGRO MICROSYSTEMS, INC.              SANKEN ELECTRIC CO., LTD.


/s/ Dennis Fitzgerald                   /s/ Hirohito Sekine
- -------------------------------------   ----------------------------------------
Dennis Fitzgerald                       Hirohito Sekine
President                               Senior Managing Director


                                        4

                                                                   EXHIBIT 10.23

     CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
     EXCHANGE COMMISSION. THE LOCATIONS OF THE OMITTED MATERIALS ARE INDICATED
     BY THE FOLLOWING NOTATION: [***].

                                   Agreement

Sharp Corporation, with its head office located at 22-22 Nagaike-cho, Abeno-ku,
Osaka-shi, Osaka-fu, Japan (hereinafter "Sharp");

Sanken Electric Co., Ltd., with its head office located at 6-3, Kitano 3-chome,
Niiza-shi, Saitama-ken, Japan (hereinafter "Sanken"); and

Allegro MicroSystems, Inc., with its head office located at 115 Northeast
Cutoff, Worcester, Massachusetts 01606, U.S.A. (hereinafter "Allegro") have
concluded this Agreement as follows, as of December 28, 2006.

                                   WITNESSETH

Sharp is the right holder of the Japan registered trademark No. 2155108
"ALLEGRO" (hereinafter, the "Trademark").

Sharp and Sanken have entered into an agreement dated October 1, 1991, and a
memorandum dated October 31, 2001 on Sanken's undertaking of a license for the
use of the Trademark.

Sanken and Allegro desire to obtain the right to use the Trademark on
semiconductors (hereinafter, the "Products") within Japan.

In addition, Allegro desires to legalize the Japanese registered trademark
application No. 2004-83807 "Allegro MicroSystems Inc." (hereinafter, the
"Pending Trademark").

Sharp agrees to grant the right to use the Trademark and the Pending Trademark
on the Products within Japan to Sanken and Allegro.

Accordingly, each of the parties hereby agrees as follows.

Article 1. (Definitions)

     1.   "Trademark" means the following

          Japan registered trademark No. 2155108 "ALLEGRO"

     2.   "Pending Trademark" means the following

          Japanese registered trademark application No. 2004-83807 "Allegro
          MicroSystems Inc."

     3.   "Products" means "semiconductors".



Article 2. (License)

     1.  Sharp shall grant to Sanken and Allegro an ordinary use license with
         regard to the Products out of the specified products of the Trademark,
         within Japan.

     2.  As a condition of the receipt of the license to the Trademark based on
         the above Paragraph, Allegro shall consent to the changing of the
         applicants name for the Pending Trademark applied for by Allegro to
         Sharp; provided however, that Allegro shall bear the processing costs
         with regard to the interim procedures and registration fees until the
         name change and legalization, and Sharp shall cooperate with such
         procedures.

     3.  Sharp shall not make any assertion of its rights based on the
         Trademark with regard to Sanken and Allegro's use of the Pending
         Trademark on the Products.

     4.  When the Pending Trademark with the applicant name changed to Sharp
         has become legalized based on Paragraph 2 of this Article, Sharp shall
         grant an ordinary use license to Sanken and Allegro for the use of the
         Pending Trademark on the Products, within Japan.

     5.  Sanken and Allegro may, at their own expense, register the
         establishment of the licenses in Paragraph 1 and Paragraph 4, and Sharp
         shall cooperate with the same.

     6.  Sharp agrees that [***].

     7.  Sharp agrees that after the Pending Trademark with the applicant name
         changed to Sharp has become legalized based on Paragraph 2 of this
         Article, [***].

Article 3. (Consideration)

     1.  As consideration for this Agreement, Sanken shall pay a lump sum of
         [***] after conclusion of this Agreement.

     2.  Sharp shall not return the consideration paid by Sanken for any
         reason.

     3.  Conditional upon the payment of the consideration in Paragraph 1 of
         this Article, Sharp shall not assert any rights with regard to Sanken
         or Allegro's use of the Pending Trademark on the Products.

Article 4. (Provision of Documents)

If Sanken or Allegro is requested by Sharp, they agree to send to Sharp
documents such as catalogues, etc. that show their use of the Trademark or the
Pending Trademark in accordance with Article 2.

Article 5. (No Warranty)

     1.  Sharp shall not bear any obligation to Sanken or Allegro, nor does it
         make any warranty, to maintain the trademark rights or eliminate
         infringements by third parties with regard to the Trademark (including
         the "Pending Trademark" where it has been legalized based on Article 2
         Paragraph 4. The same to apply in the following Paragraphs).

     2.  If the Trademark is infringed by a third party, and Sharp is requested
         for cooperation by Sanken or Allegro, if Sharp decides that some kind
         of action is necessary and desirable, it may take necessary actions, at
         the cost of Sanken or Allegro, within the


                                        2


          scope desired by Sanken or Allegro, and based on agreement between
          Sharp, Sanken and Allegro.

     3.   If Sanken or Allegro makes an appeal for cancellation due to lack of
          use, or other application, demand or claim to the disadvantage of
          Sharp against the Trademark, the Pending Trademark or any similar
          trademark, Sharp may terminate this Agreement.

Article 6. (Assignment)

[***]

Article 7. (Term)

     1.   The term of this Agreement shall be for 10 years from October 1, 2006;
          provided however, that the agreement term may be extended on
          conditions to be separately discussed if, by 6 months prior to the
          expiry of the term, Sanken proposes to extend the agreement.

     2.   This Agreement shall replace the Agreement dated October 1, 1991 and
          the Memorandum dated October 31, 2001 between Sharp and Sanken.

Article 8. (Consultation)

If any doubts arise regarding matters for which there is no provision in this
Agreement or regarding the interpretation hereof, Sharp, Sanken and Allegro
shall consult and resolve them in good faith.

Article 9. (Dispute Resolution)

Where a dispute that has arisen with regard to this Agreement cannot be resolved
in accordance with Article 8, it shall be resolved by a court. In this case, the
Osaka District Court shall be the court with jurisdiction in the first instance.

Article 10. (Governing Law)

The governing law of this Agreement shall be Japanese law.


                                        3



In witness whereof, this Agreement has been prepared in three parts, and Sharp,
Sanken and Allegro shall each retain one part.

December 28, 2006

Sharp:   22-22 Nagaike-cho, Abeno-ku, Osaka-shi, Osaka-fu
         Sharp Corporation
         Intellectual Property Headquarters
         General Manager
         Shigeo Terajima
         [seal affixed]

Sanken:  6-3, Kitano 3-chome, Niiza-shi, Saitama-ken
         Sanken Electric Co., Ltd.
         Director, Executive Vice President
         General Manager of Engineering Headquarters
         Hirohito Sekine
         [seal affixed]

Allegro: 115 Northeast Cutoff, Worcester, Massachusetts 01606
         Allegro MicroSystems, Inc.
         Vice President and General Counsel
         Fred Windover

         /s/ Fred Windover



                                       4

                                                                   EXHIBIT 10.24

     CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
     EXCHANGE COMMISSION. THE LOCATIONS OF THE OMITTED MATERIALS ARE INDICATED
     BY THE FOLLOWING NOTATION: [***].

                                    Agreement

     Sanken Electric Co., Ltd. ("Sanken") and Allegro MicroSystems, Inc.
     ("Allegro") agreed as follows concerning the certain terms of the Licensing
     Agreement for "Allegro Trademark" dated on December 28, 2006.

                                   WITNESSETH

1. Sanken and Allegro shall share the consideration for this agreement in
Article 3 ([***]) by splitting fifty-fifty.

2. Allegro shall reimburse to Sanken the Allegro's portion of the consideration
in the preceding paragraph ([***]), of which Sanken shall pay to
Sharp on behalf of Allegro, in the way to be discussed and agreed with Sanken.

In witness whereof, this Agreement has been prepared by Sanken and Allegro, the
both party shall each retain one part.

December 28, 2006

     Sanken    3-6-3, Kitano, Niza-shi, Saitama
               Sanken Electric Co., Ltd.


               /s/ Hirohito Sekine
               --------------------------------------------
               Hirohito Sekine
               Director and Executive Vice President

     Allegro   115 Northeast Cutoff, Worcester,
               Massachusetts 01606
               Allegro MicroSystems, Inc.


               /s/ Fred Windover
               --------------------------------------------
               Vice President and General Counsel
               Fred Windover