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REDACTED FOR CONFIDENTIALITY
EXHIBIT 10.11
Dated this 4th day of July, 1997
Among
CHARTERED SILICON PARTNERS PTE LTD,
CHARTERED SEMICONDUCTOR MANUFACTURING LTD
and
HEWLETT-PACKARD COMPANY
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LICENSE AND TECHNOLOGY TRANSFER AGREEMENT 64-224
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TABLE OF CONTENTS
RECITALS..........................................................................1
1. Definitions..................................................................2
2. License Grants...............................................................5
3. Improvements and Amendments to Licensed Technology...........................6
4. HP-Compatible Processes......................................................7
5. Technology Transfer..........................................................8
6. Term and Termination.........................................................9
7. Consulting Employees........................................................11
8. Warranty and Disclaimer and Defense of Claims...............................11
9. Confidentiality.............................................................13
10. General Provisions..........................................................14
ANNEX A..........................................................................19
ANNEX A-1 (C07)..................................................................20
ANNEX B..........................................................................21
ANNEX B-1 (C07)..................................................................22
ANNEX C..........................................................................24
ANNEX C-1........................................................................26
ANNEX C-2 (C07)..................................................................30
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LICENSE AND TECHNOLOGY TRANSFER AGREEMENT 64-224
THIS LICENSE AND TECHNOLOGY TRANSFER AGREEMENT 64-224 (hereafter the
"Agreement") is made this 4th day of July, 1997, (the "Effective Date") by and
among Chartered Silicon Partners Pte Ltd, a Singapore corporation having a
principal place of business at 00 Xxxxxxxxx Xxxxxxxxxx Xxxx X, Xxxxxx 0,
Xxxxxxxxx 000000 (the "Company"), Chartered Semiconductor Manufacturing Ltd., a
Singapore corporation having a principal place of business at 00 Xxxxxxxxx
Xxxxxxxxxx Xxxx X, Xxxxxx 0, Xxxxxxxxx 000000 ("CSM") and Hewlett-Packard
Company, a California corporation having a principal place of business at 0000
Xxxxxxx Xxxxxx, Xxxx Xxxx, Xxxxxxxxxx 00000 ("HP"). The Company, CSM and HP are
collectively referred to herein as "Parties" and individually referred to herein
as a "Party."
RECITALS
Whereas CSM, Hewlett-Packard Europe B.V., a subsidiary of HP ("HP
Europe"), and EDB Investments Pte Ltd ("EDBI") are parties to a Joint Venture
Agreement dated as of 13 March, 1997 (the "JV Agreement") pursuant to which CSM,
HP Europe and EDBI are shareholders in the Company;
Whereas CSM and the Company have entered into a CSM Service Support
Agreement dated as of the date hereof (the "CSM Services Agreement") pursuant to
which CSM shall provide certain services to the Company, including research and
development services;
Whereas the Company and CSM are in the business of manufacturing and
selling semiconductor wafers and integrated circuits;
Whereas CSM owns or controls certain intellectual property rights
relating to the manufacture of semiconductor wafers and integrated circuits and
is willing to provide the Company and HP a license under such intellectual
property rights;
Whereas HP owns or controls certain intellectual property rights
relating to the manufacture of semiconductor wafers and integrated circuits and
is willing to provide the Company and CSM a license under such intellectual
property rights;
Whereas it is anticipated that the Company will develop or control
certain intellectual property rights relating to the manufacture of
semiconductor wafers and integrated circuits and the Company is willing to
provide CSM and HP a license under such intellectual property rights;
Whereas HP desires a source of semiconductor wafers utilizing processes
compatible with HP's process technologies, such compatible processes to have
architectures similar to those of HP such that layout rules and electrical
design rules of HP are met and appropriate process, qualification, and
reliability data may be conveyed to HP ("HP-Compatible Processes");
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Whereas the Company and CSM, or with the assistance of CSM, is willing
to undertake and complete the process of development, evaluation, and
implementation of HP-Compatible Processes; and
Whereas the Company, CSM and HP desire to agree upon and execute
agreements in respect of the manufacture and sale of semiconductor wafers and
integrated circuits by the Company and CSM to HP (the "Manufacturing
Agreements").
THEREFORE, the Parties agree as follows:
AGREEMENT
1. Definitions
1.1 "Affiliates" shall mean any corporation or other business entity in
which a Party owns or controls, directly or indirectly, at least fifty percent
(50%) of the outstanding stock or other voting rights entitled to elect
directors; provided, however, that in any country where the local law does not
permit foreign equity participation of at least 50%, then "Affiliate" shall
include any company in which a Party owns or controls, directly or indirectly,
the maximum percentage of such outstanding stock or voting rights permitted by
local law. Notwithstanding the foregoing, the Company shall not be considered an
"Affiliate" of CSM for purposes of this Agreement.
1.2 "Company Licensed Technology" shall mean:
1.2.1 Company Patents, defined as all classes or types of
patents, utility models, and design patents of all countries of the world, which
are issued, published or claiming inventions conceived prior to the date of
termination of this Agreement and which arise out of the inventions made by one
or more employees of the Company or an Affiliate of the Company, or under which
and to the extent to which and subject to the conditions under which the Company
or an Affiliate of the Company may have, as of the Effective Date of this
Agreement, or may thereafter during the term of this Agreement acquire the right
to grant licenses or rights of the same or lesser scope granted herein without
the payment of royalties or other consideration to third parties, except for
payments to third parties for inventions made by said third persons while
engaged by the Company or an Affiliate of the Company.
1.2.2 Company Technical Information, defined as technical
information developed by the Company which the Company or Affiliates of the
Company are not prevented by any law or existing agreement from disclosing to
CSM or HP for the purposes set forth in this Agreement.
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1.2.3 Company Confidential Information, defined as all
proprietary information relating to the subject matter of this Agreement
disclosed during the term of this Agreement, and designated with an appropriate
legend of confidentiality by the Company or an Affiliate of the Company, and
disclosed by the Company or an Affiliate of the Company to CSM or HP in written,
graphic, or model form, or in the form of a computer program, data base, or
electronically stored document, and any derivation thereof, and designated with
an appropriate legend of confidentiality, where possible in writing, or if
disclosed orally or visually, is identified within thirty (30) days after such
oral or visual disclosure.
1.3 "CSM Licensed Technology" shall mean:
1.3.1 CSM Patents, defined as all classes or types of patents,
utility models, and design patents of all countries of the world relating to the
CSM process technology described in Annex A as amended from time to time (the
"CSM Process Technology"), which are issued, published or claiming inventions
conceived prior to the date of termination of this Agreement and which arise out
of the inventions made by one or more employees of CSM or an Affiliate of CSM,
or under which and to the extent to which and subject to the conditions under
which CSM or an Affiliate of CSM may have, as of the Effective Date of this
Agreement, or may thereafter during the term of this Agreement acquire the right
to grant licenses or rights of the same or lesser scope granted herein without
the payment of royalties or other consideration to third parties, except for
payments to third parties for inventions made by said third persons while
engaged by CSM or an Affiliate of CSM.
1.3.2 CSM Technical Information, defined as the technical
information described in Annex A as amended from time to time and which CSM or
Affiliates of CSM are not prevented by any law or existing agreement from
disclosing to the Company or HP for the purposes set forth in this Agreement.
CSM Technical Information disclosed to the Company or HP shall be substantially
the same information, in substantially the same form as CSM uses for its own
internal purposes with respect to the CSM Process Technology. Notwithstanding
the foregoing, CSM Technical Information shall include technical information
developed by CSM in the course of CSM's research and development activities for
which all or a portion of the expenses are allocated to the Company pursuant to
the CSM Services Agreement regardless of whether such technical information is
described on Annex A.
1.3.3 CSM Confidential Information, defined as all proprietary
information relating to the subject matter of this Agreement disclosed during
the term of this Agreement, and designated with an appropriate legend of
confidentiality by CSM or an Affiliate of CSM, and disclosed by CSM or an
Affiliate of CSM to the Company or HP in written, graphic, or model form, or in
the form of a computer program, data base, or electronically stored document,
and any derivation thereof, and designated with an appropriate legend of
confidentiality, where possible in writing, or if disclosed orally or visually,
is identified within thirty (30) days after such oral or visual disclosure.
1.4 "GSS" shall mean General Semiconductor Standards as propagated by HP
from time to time. The GSS is defined in HP document no. A-5951-7600-1.
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1.5 "HP Licensed Technology" shall mean:
1.5.1 HP Patents, defined as all classes or types of patents,
utility models, and design patents of all countries of the world relating to the
HP process technology described in Annex B as amended from time to time (the "HP
Process Technology"), which are issued, published or claiming inventions
conceived prior to the date of termination of this Agreement and which arise out
of the inventions made by one or more employees of HP or an Affiliate of HP, or
under which and to the extent to which and subject to the conditions under which
HP or an Affiliate of HP may have, as of the Effective Date of this Agreement,
or may thereafter during the term of this Agreement acquire the right to grant
licenses or rights of the same or lesser scope granted herein without the
payment of royalties or other consideration to third parties, except for
payments to third parties for inventions made by said third persons while
engaged by HP or an Affiliate of HP.
1.5.2 HP Technical Information, defined as the technical
information described in Annex B as amended from time to time and which HP or
Affiliates of HP are not prevented by any law or existing agreement from
disclosing to the Company or CSM for the purposes set forth in this Agreement.
HP Technical Information disclosed to the Company or CSM shall be substantially
the same information, in substantially the same form as HP uses for its own
internal purposes with respect to the HP Process Technology.
1.5.3 HP Confidential Information, defined as all proprietary
information relating to the subject matter of this Agreement disclosed during
the term of this Agreement, and designated with an appropriate legend of
confidentiality by HP or an Affiliate of HP, and disclosed by HP or an Affiliate
of HP to the Company or CSM in written, graphic, or model form, or in the form
of a computer program, data base, or electronically stored document, and any
derivation thereof, and designated with an appropriate legend of
confidentiality, where possible in writing, or if disclosed orally or visually,
is identified within thirty (30) days after such oral or visual disclosure.
1.6 "Licensed Technology," "Technical Information" and "Confidential
Information" shall refer individually to the Licensed Technology, Technical
Information and Confidential Information of CSM, HP and the Company or
collectively to the CSM Licensed Technology, HP Licensed Technology and Company
Licensed Technology; CSM Technical Information, HP Technical Information and
Company Technical Information; and CSM Confidential Information, HP Confidential
Information and Company Confidential Information; as the context requires.
1.7 "Project IP" has the meaning given in Clause 3.1.
1.8 "Residual Knowledge" shall mean Technical Information or
Confidential Information in intangible form that may be retained in the minds of
a Party's employees who have authorized access to such Technical Information or
Confidential Information.
1.9 "Subsidiary" has the meaning given in Clause 10.3.
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REDACTED CONFIDENTIAL TREATMENT REQUESTED
The asterisked portions of this document have been omitted and
are filed separately with the Securities and Exchange Commission
1.10 "Successful GSS Qualification" shall have the meaning defined in
Annex C, as amended from time to time.
1.11 "Successful Technology Transfer" shall have the meaning defined in
Annex C, as amended from time to time.
1.12 "Test Vehicle" shall mean the artwork and/or processed silicon
containing a circuit and test structures intended to be used to develop,
qualify, and monitor the HP-Compatible Processes.
2. License Grants
2.1 By CSM:
2.1.1 CSM hereby grants to each of the Company and HP a ********
************************************* right and license without right of
sublicense under CSM Licensed Technology to use the CSM Technical Information,
to import, to make (but not have made), use, sell, or otherwise dispose of
semiconductor wafers and integrated circuits.
2.1.2 No right or license is granted to the Company, HP or their
respective Affiliates to utilize or reverse engineer CSM Technical Information
to derive or design products or processes except as expressly provided for
herein; however, the Company and HP may modify or prepare derivative works of
CSM Technical Information solely for the purpose of integrated circuit yield,
process compatibility enhancements, and incorporation into Company and HP
processes, respectively.
2.2 By HP:
2.2.1 HP hereby grants to each of the Company and CSM a *********
************************************* right and license without right of
sublicense under HP Licensed Technology to use the HP Technical Information, to
import, make (but not have made), use, sell, or otherwise dispose of
semiconductor wafers and integrated circuits.
2.2.2 No right or license is granted to the Company, CSM or their
respective Affiliates to utilize or reverse engineer HP Technical Information to
derive or design products or processes except as expressly provided for herein;
however, the Company and CSM may modify or prepare derivative works of HP
Technical Information solely for the purpose of integrated circuit yield,
process compatibility enhancements, and incorporation into Company and CSM
processes, respectively.
2.3 By the Company:
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REDACTED CONFIDENTIAL TREATMENT REQUESTED
The asterisked portions of this document have been omitted and
are filed separately with the Securities and Exchange Commission
The Company hereby grants to each of CSM and HP a **********************
************************ right and license with right of sublicense under the
Company Licensed Technology to use the Company Technical Information, to import,
make and have made, use, sell or otherwise dispose of semiconductor wafers and
integrated circuits.
2.4 Ownership:
Each of the Company, CSM and HP shall retain all right, title, and
interest in their respective Licensed Technology. Other than as specifically
provided in this Clause 2, no right or license under patents or other
intellectual property of such Party is granted, either directly, by implication,
estoppel, or otherwise.
3. Improvements and Amendments to Licensed Technology
3.1 Project IP
"Project IP" means any discovery, improvement, invention, mask work, or
work of authorship which relates to any Licensed Technology and which is
conceived, made or developed during the life of the Agreement solely by any
Party or jointly by any two or more Parties, except any discovery, improvement,
invention, mask work, or work of authorship solely made by one Party and related
solely to the Licensed Technology of that party. Project IP which is solely
developed by one party will be solely owned by such developing party. Jointly
developed Project IP will be jointly owned by the developing Parties. By mutual
agreement of the Parties, Project IP conceived, made or developed by the
personnel of one or two Parties but to a significant portion funded by another
Party may be deemed jointly developed by the developing and funding Parties. In
the absence of such agreement, for the purposes of this Clause 3.1, a Party will
be considered a developing Party of a particular Project IP if that Party
provides a significant contribution either by way of personnel or funding
towards the development of that particular Project IP.
Notwithstanding the foregoing, any discovery, improvement, invention,
mask work, or work of authorship made by the Company during the life of this
Agreement will be deemed Project IP developed jointly by CSM and HP.
3.2 License to Project IP
Each Party grants each other Party a license under any Project IP it
will own - solely or jointly with one or more other Parties - to make derivative
works of such Project IP and to import, make, have made, use, sell, or otherwise
dispose of semiconductor wafers and integrated circuits.
3.3 Sublicense of Project IP
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A Party who grants to a third party a license under such Party's process
technology may grant sublicenses under the license grant of Clause 3.2 in
respect of Project IP applicable to such licensed process technology.
3.4 Notification Discovery and Assistance with IP Protection
Upon making a discovery, improvement, invention, mask work creation, or
work of authorship related to any Licensed Technology, the developing Party
shall promptly notify the other Parties and a decision regarding the obtaining
of formal intellectual property protection shall be made among the Parties on a
case by case basis. If the developing Party of a Project IP elects to not seek
formal intellectual property protection for such Project IP, a non-developing
Party may request consent of the developing Party to file for formal
intellectual property protection for such Project IP in the name of the
developing Party. The Party filing for formal intellectual property protection
shall be given all reasonable and proper support and aid by the non-filing
Parties and shall pay all expenses associated with the filing and maintenance of
the formal intellectual property protection.
3.5 Amendments to Annexes
The Parties shall use commercially reasonable efforts to amend Annexes A
and B to this Agreement relating to Licensed Technology as quickly as
practicable upon the recommendations of the Technology Committee (as defined in
the JV Agreement).
4. HP-Compatible Processes
4.1 HP-Compatible Process Roadmap
The Company and CSM hereby agree that, upon HP's request, the Company -
with the assistance of CSM - will undertake and complete the process of
developing, evaluating and implementing HP-Compatible Processes. The Company,
CSM and HP will develop and agree upon a roadmap for each HP-Compatible Process
(a "HP-Compatible Process Roadmap") which shall include but not be limited to
designation of a technology transfer manager, HP specifications for the
applicable technology process, a schedule listing milestones and deliverables
for technology transfer, allocation of expenses, qualification specifications
and reliability monitoring specifications. A template for a HP-Compatible
Process Roadmap is set forth on Annex C. Each HP-Compatible Process Roadmap
shall be attached to this Agreement and shall be successively numbered as
Annexes C-1, C-2, etc.
4.2 Deliverables on Roadmap
Each of the Company, CSM (if applicable) and HP shall deliver those
items specified in a HP-Compatible Roadmap to one another as specified no later
than the date specified therein.
4.3 Test Vehicle Reticle
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The Company - with the assistance of CSM - shall generate the test
vehicle reticle, process development, and qualification lots and shall assume
the cost and effort for process development, qualification, and on-going
monitoring.
4.4 Completion
The Company, CSM (if applicable) and HP shall acknowledge the completion
of a Successful Technology Transfer and Successful GSS Qualification by a
written notification duly executed by the Company, CSM (if applicable) and HP.
4.5 Technology Transfer Managers
In each HP-Compatible Process Roadmap, the Company, CSM (if applicable)
and HP shall each designate a technology transfer manager (the "Technology
Transfer Manager") who shall have the responsibility to successfully implement
the technology transfer as well as to be the focal point of issue resolution.
Written notice of a change of Technology Transfer Manager shall be provided to
the other Parties not later than 15 days after such change has been implemented.
4.6 No Technical Assistance
Except as set forth in a HP-Compatible Process Roadmap or this
Agreement, HP shall have no obligation to provide technical assistance to the
Company or CSM.
5. Technology Transfer
5.1 Transfer upon Request by Party
Upon request by one Party (the "Requesting Party") to another Party (the
"Transferring Party"), the Transferring Party shall transfer its Technical
Information to the Requesting Party and shall provide the Requesting Party with
reasonable assistance in adopting such Technical Information.
5.2 Technology Transfer Expenses according to Roadmap
With respect to HP-Compatible Processes, expenses will be borne by the
Parties in accordance with the applicable HP-Compatible Process Roadmap as set
forth in Annex C.
5.3 Requesting Party bears Expenses
Except as otherwise provided in this Agreement, a Party requesting a
transfer of and receiving technology hereunder shall pay for all costs and
expenses incurred in such transfer on a time and materials cost basis which will
be mutually agreed between the Requesting Party and
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the Transferring Party, on a case by case basis. For the avoidance of doubt,
costs and expenses incurred in such a transfer which are paid or payable under
the CSM Services Agreement shall not be paid or payable under this Agreement.
6. Term and Termination
6.1 Term Generally
The term of this Agreement shall commence as of the Effective Date and
shall continue for so long as the JV Agreement is effective unless earlier
terminated in writing in accordance with this Clause 6. In the event that either
HP's or CSM's Shareholding Percentage (as defined in the JV Agreement) decreases
below 10 percent, the Parties will meet in good faith to determine appropriate
modifications to the rights and obligations of each Party under this Agreement
with respect to further grants of licenses under Project IP (pursuant to Clause
3.2), the development, evaluation and implementation of future HP-Compatible
Processes (pursuant to Clause 4) and the transfer of future Technical
Information (pursuant to Clause 5). Notwithstanding the foregoing, if CSM or HP
sells or otherwise transfers (other than to a Permitted Transferee, as such term
is defined in the JV Agreement) all of its shares in the Company, then this
Agreement will terminate as to such Party.
6.2 Termination for Breach
This Agreement may be terminated by a Party with respect to another
Party who materially breaches the terms of this Agreement, if such breaching
Party fails to remedy the breach within thirty (30) days (or such other period
either set forth in a HP-Compatible Process Roadmap or as agreed by the Parties)
after receipt of written notice from the terminating Party specifying the
alleged breach. Thereafter, the non-breaching Party shall give written notice of
termination to the breaching Party and the other non-breaching Party and upon
the giving of such notice of termination, this Agreement shall terminate on the
thirtieth (30th) day (or the day on which any alternate cure period ends) after
such notice is received by the breaching Party.
6.3 Termination for Breach does not Release Breaching Party
Any termination for breach pursuant to this Clause 6 shall not relieve
the breaching Party of any obligation or liability accrued hereunder prior to
such termination, and such termination shall not affect in any manner any rights
of a non-breaching Party under this Agreement, or rescind, or give rise to any
right to rescind, anything done by the breaching Party or any payments made or
other consideration given to a non-breaching Party hereunder prior to the time
such termination becomes effective.
6.4 Termination by Written Notice
Any Party hereto shall have the right to terminate this Agreement by
giving written notice of termination to the other Parties any time upon or after
(a) the filing by any other Party of a
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petition in bankruptcy or insolvency, (b) any adjudication that any other Party
is bankrupt or insolvent, (c) the filing by any other Party under any law
relating to bankruptcy or insolvency, (d) the appointment of a receiver for all
or substantially all of the property of any other Party, (e) the making by any
other Party of any assignment or attempted assignment of this Agreement for the
benefit of creditors, or (f) the institution of any proceedings for the
liquidation or winding up of any other Party's business or for the termination
of its corporate charter. Upon the giving of such notice of termination, this
Agreement shall be terminated.
6.5 Effect of termination:
6.5.1 In the event of termination of this Agreement on a date
later than twelve (12) months after the Effective Date of this Agreement:
(a) The license grants set forth in Clauses 2, 3.2, and
3.3 and the Warranty provisions contained in Clause 8 of this Agreement survive
such termination; and
(b) Upon written request of any Party who has disclosed
Technical Information or Confidential Information under this Agreement
("Disclosing Party") to a Party who has received such information ("Receiving
Party"), the Receiving Party must exercise reasonable efforts to return to the
Disclosing Party or destroy all Technical Information and Confidential
Information of the Disclosing Party, and all copies and derivatives thereof,
unless such Technical Information, Confidential Information, copies or
derivatives are necessary to exercise the license grants set forth in Clauses 2,
3.2, and 3.3.
(c) In the event of termination of this Agreement by CSM
or HP:
(i) For a period of six (6) months following the date
of termination, CSM and HP shall - unless otherwise mutually agreed - continue
to perform their obligations with respect to the development, evaluation or
implementation of any process or technology provided that the nature and scope
of such development, evaluation, and implementation has been defined by the
Parties; and
(ii) The rights and obligations set forth in Clause 5
shall - unless otherwise mutually agreed - continue for a period of twelve (12)
months from the date of termination.
6.5.2 In the event of termination of this Agreement, prior to or
on the date twelve (12) months following the Effective Date of this Agreement:
(a) The license grants set forth in Clause 2, 3.2, and 3.3
and the Warranty provisions contained in Clause 8 shall terminate; and
(b) Upon written request of any Party who has disclosed
Technical Information or Confidential Information under this Agreement
("Disclosing Party") to a Party who has received such information ("Receiving
Party"), the Receiving Party must exercise
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reasonable efforts to return to the Disclosing Party or destroy all Technical
Information and Confidential Information of the Disclosing Party, and all copies
and derivatives thereof.
6.5.3 Additionally, in the event of termination of this Agreement
- whether on, before or after twelve (12) months from the Effective Date of this
Agreement:
(a) All other rights and obligations - not explicitly
addressed in Paragraph 6.5.1 and 6.5.2 which by their nature survive the
expiration or termination of this Agreement shall remain in effect, including
the Confidentiality provisions contained in Clause 9 of this Agreement; and
(b) All Parties shall be entitled to use, for any purpose,
Residual Knowledge.
7. Consulting Employees
Representatives and personnel of the Company, CSM and HP, who are
present on each other's premises in connection with the performance of this
Agreement, shall be subject to all rules and regulations prevailing on such
premises during such time.
8. Warranty and Disclaimer and Defense of Claims
8.1 Warranty and Disclaimer
The Company, CSM and HP, for themselves and their respective Affiliates,
each respectively warrant that it has the right to grant the licenses and rights
set forth in this Agreement. No Party assumes any responsibility for enforcement
of any intellectual property rights against third parties. All items transferred
under this Agreement, including any Technical Information, are provided "AS IS".
The Company, CSM and HP, for themselves and their respective Affiliates, each
respectively represents that it is not aware of any claims of patent
infringement asserted against their respective Licensed Technologies. Neither
the Company, CSM, HP or any of their respective Affiliates make any warranty as
to the accuracy, sufficiency, or suitability of any Technical Information,
Confidential Information or technical assistance provided under this Agreement.
THE COMPANY, CSM, HP AND THEIR RESPECTIVE AFFILIATES DISCLAIM ALL OTHER
WARRANTIES, INCLUDING, WITHOUT LIMITATION, WARRANTY OF NON-INFRINGEMENT OF
PATENT RIGHTS AND IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE. Remedies provided in this Agreement are the sole and
exclusive remedies of the Parties. Except as provided in a subsequent commercial
agreement (e.g. any Manufacturing Agreement negotiated or entered into among the
Parties), no Party shall in any event be liable for indirect, special, reliance,
incidental, or consequential loss or damage of any kind arising out of or under
this Agreement, whether in an action for or arising out of alleged breach of
warranty, alleged breach of Agreement, delay, negligence, strict liability, or
otherwise.
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8.2 Defense Of Intellectual Property Infringement Claims And Proceedings
8.2.1 If a claim or proceeding is brought against the Company
alleging the Company's infringement of a third party's intellectual property
resulting from the Company's exercise of the license and right in HP Licensed
Technology granted in this Agreement, upon the Company's request, HP will use
commercially reasonable efforts to:
(a) At the Company's expense, provide the Company with
assistance in the defense of such claims or proceedings including providing the
Company access to HP personnel involved in developing the HP Licensed
Technology, and providing the Company access to relevant information, including
without limitation, technical information of HP; and
(b) At the Company's expense, make one or more HP
employees available to testify as expert witnesses as well as witnesses of fact
at depositions and trials.
8.2.2 If a claim or proceeding is brought against the Company
alleging the Company's infringement of a third party's intellectual property
resulting from the Company's exercise of the license and right in CSM Licensed
Technology granted in this Agreement, upon the Company's request, CSM will use
commercially reasonable efforts to:
(a) At the Company's expense, provide the Company with
assistance in the defense of such claims or proceedings including providing the
Company access to CSM personnel involved in developing the CSM Licensed
Technology, and providing the Company access to relevant information, including
without limitation, technical information of CSM; and
(b) At the Company's expense, make one or more CSM
employees available to testify as expert witnesses as well as witnesses of fact
at depositions and trials.
8.2.3 If a claim or proceeding is brought against CSM alleging
CSM's infringement of a third party's intellectual property resulting from CSM's
exercise of the license and right in HP Licensed Technology granted in this
Agreement, upon CSM's request, HP will use commercially reasonable efforts to:
(a) at CSM's expense, provide CSM with assistance in the
defense of such claims or proceedings including providing CSM access to HP
personnel involved in developing the HP Licensed Technology, and providing CSM
access to relevant information, including without limitation, technical
information of HP; and
(b) at CSM's expense, make one or more HP employees
available to testify as expert witnesses as well as witnesses of fact at
depositions and trials.
8.2.4 If a claim or proceeding is brought against HP alleging
HP's infringement of a third party's intellectual property resulting from HP's
exercise of the license and right in
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CSM Licensed Technology granted in this Agreement, upon HP's request, CSM will
use commercially reasonable efforts to:
(a) at HP's expense, provide HP with assistance in the
defense of such claims or proceedings including providing HP access to CSM
personnel involved in developing the CSM Licensed Technology, and providing HP
access to relevant information, including without limitation, technical
information of CSM; and
(b) at HP's expense, make one or more CSM employees
available to testify as expert witnesses as well as witnesses of fact at
depositions and trials.
9. Confidentiality
9.1 Standard of Care
The receiving Party shall not disclose Technical Information or
Confidential Information of any other Party hereto to any third party without
prior written approval from the disclosing Party and any disclosure of Technical
Information or Confidential Information of any other Party hereto to employees
of the receiving Party shall be only on a need to know basis. Use of Technical
Information or Confidential Information by the receiving Party shall be limited
to achieving the purposes of this Agreement. The receiving Party shall protect
Technical Information or Confidential Information of the disclosing Party by
using the same degree of care, but no less than a reasonable degree of care, to
prevent the unauthorized, use, dissemination, or publication of such Technical
Information or Confidential Information as the receiving Party uses to protect
its own confidential information of a like nature.
9.2 Test Vehicles
While the Company and CSM may share data collected from Test Vehicles
with other Company and CSM customers, no physical wafers, or parts of wafers,
that contain parts of any Test Vehicle data may be shared by the Company or CSM
with any third party without HP's prior written consent. Further, HP considers
its artwork to be confidential and proprietary; the Company and CSM shall not
disclose any artwork of HP to any third party without HP's prior written
consent.
9.3 Exceptions
No obligation under Clauses 9.1 and 9.2 is imposed upon the receiving
Party with respect to Technical Information or Confidential Information which:
(a) was in the receiving Party's possession before receipt from the disclosing
Party; (b) is or becomes a matter of public knowledge through no fault of the
receiving Party; (c) is rightfully received by the receiving Party from a third
party without a duty of confidentiality; (d) is disclosed by the disclosing
Party to a third party without a duty of confidentiality on the third party; (e)
is independently developed
--------------------------------------------------------------------------------
This document and its contents are confidential among the Company, CSM and HP.
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by the receiving Party; (f) is disclosed under operation of law; or (g) is
disclosed by the receiving Party with the prior written approval of the
disclosing Party.
9.4 Adherence to Laws and Regulations
Each Party shall adhere to all applicable laws, regulations, and rules
relating to the export of technical data, and shall not export or re-export any
technical data, any products received from a disclosing Party, or the direct
product of such technical data to any proscribed country listed in such
applicable laws, regulations, or rules unless properly authorized.
10. General Provisions
10.1 Entire Agreement
This Agreement and the Annexes attached hereto, constitute the entire
agreement among the Parties relating to the subject matter of the Agreement and
supersede all prior proposals, agreements, representations, and other
communications among the Parties with respect to the subject matter of this
Agreement, including, without limitation any Confidential Disclosure Agreement
executed among the Parties or between any two Parties hereto. The Parties agree
that any subsequent commercial agreement among the Parties shall not be affected
by any of the provisions of this Agreement and shall therefore continue in full
force and effect after it is signed by the Parties.
10.2 Changes in Writing
No change in the provisions of this Agreement shall be valid unless in
writing and executed by all of the Parties.
10.3 Subsidiaries
Except as otherwise specifically provided in this Agreement, the Parties
agree that this Agreement will apply to a Party's Subsidiaries so long as such
Subsidiaries agree to comply fully with the obligations imposed on that Party by
this Agreement. Each Party will remain fully responsible for actions and
omissions of its Subsidiaries relative to rights granted under this Clause 10.3.
A business entity will be deemed a "Subsidiary" of a Party if that Party now or
hereafter owns or controls, directly or indirectly, a majority of the entity's
stock entitled to vote for election of directors, or has an equivalent majority
control in the case of a non-corporate entity such as a partnership. Such a
business entity will be deemed a Subsidiary of the Party for only so long as
such ownership or control actually exists.
10.4 Governing Law
This Agreement shall be governed by the substantive laws of Singapore.
The Parties hereby specifically exclude the application to this Agreement of the
United Nations Convention
--------------------------------------------------------------------------------
This document and its contents are confidential among the Company, CSM and HP.
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on Contracts for the International Sale of Goods. The Parties hereby submit to
the non-exclusive jurisdiction of the courts of Singapore.
10.5 Transfer or Assignment
This Agreement may not be assigned, delegated, or subcontracted to any
third party, including without limitation any Affiliate of a Party, without the
prior written consent of the other Parties. A merger, consolidation, sale or
transfer of more than 50 percent of the ownership interests of any Party, or the
sale of all or substantially all the assets of any Party, shall be deemed an
assignment that requires the prior written consent of the other Parties, which
consent will not be unreasonably withheld. Any purported assignment, delegation,
or subcontracting of this Agreement shall be void. Except as specifically
described herein, the licenses and rights granted hereunder may not be
sublicensed by any Party without the prior written consent of the other Parties.
Subject to the foregoing, this Agreement will bind and inure to the benefit of
the Parties and their respective successors and permitted assigns.
10.6 Force Majeure
If the performance of this Agreement or any obligations hereunder is
prevented, restricted or interfered with by reason of fire or other casualty or
accident, strikes or labor disputes, war or other violence, any law, order,
proclamation, ordinance, demand or requirement of any government agency, or any
other act or condition beyond the control of the Parties hereto, the Party so
affected upon giving prompt notice to the other Parties shall be excused from
such performance during such prevention, restriction or interference for a
period of up to one hundred twenty (120) days. If the prevention, restriction or
interference continues for more than one hundred twenty (120) days, the Party
whose performance is prevented shall have no liability to the other Parties, but
the other Parties shall have the right to terminate this Agreement with respect
to such Party immediately upon written notice if performance shall not have
resumed within one hundred eighty (180) days after the initial interruption of
performance.
10.7 No Waiver of Rights by Delay in Action
The failure or delay of any Party in exercising any of its rights
hereunder, including any rights with respect to a breach or default by any other
Party, shall in no way operate as a waiver of such rights or prevent the
assertion of such rights with respect to any later breach or default by such
other Party.
10.8 Severability
Should any provision of this Agreement be held to be unenforceable, such
ruling shall not affect the validity and enforceability of the remaining
provisions of this Agreement.
10.9 Notices
--------------------------------------------------------------------------------
This document and its contents are confidential among the Company, CSM and HP.
15
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Any notice or acceptance provided for in this Agreement shall be in
writing and deposited with the post office or a package courier specifying
"next-day delivery" or equivalent, with appropriate postage applied, receipt
signature required, and shall be deemed to have been given on the date such
communication is received by the Party to whom it is addressed. Any such notice
or acceptance shall be addressed to:
Chartered Silicon Partners Pte Ltd Telephone: (00) 000 0000
Legal Department Facsimile: (00) 000 0000
00 Xxxxxxxxx Xxxxxxxxxx Xxxx X
Xxxxxx 0, Xxxxxxxxx 000000
Chartered Semiconductor Manufacturing Ltd Telephone: (00) 000 0000
Legal Department Facsimile: (00) 000 0000
00 Xxxxxxxxx Xxxxxxxxxx Xxxx X
Xxxxxx 0, Xxxxxxxxx 000000
Hewlett-Packard Company Telephone: (01)(000) 000 0000
Attn: General Counsel Facsimile: (01)(000) 000 0000
0000 Xxxxxxx Xxxxxx, XX 20BQ
Xxxx Xxxx, XX, X.X.X. 00000
10.10 Headings
The headings used in this Agreement are for reference and convenience
only and shall not be used in interpreting the provisions of this Agreement.
10.11 Independent Contractors
None of the provisions of this Agreement shall be construed to make any
Party an agent of or joint venturer with any other Party for any purpose.
10.12 Trademark Usage
None of the provisions of this Agreement shall be construed as
conferring any right to use in advertising, publicity, or other promotional
activities the trademarks, tradenames, or other designations of any Party or
their respective Affiliates by any other Party.
10.13 Confidentiality of Agreement
The Company, CSM and HP agree not to disclose the existence of this
Agreement or the rights granted under it in any promotional activity without the
other Parties' express written approval. Press releases or other like publicity
or advertising of any Party which mentions any other Party by name shall be
approved in writing by such other Party prior to release. To the extent
required, a Party shall have the right to change or correct such materials at
its own expense prior to the release of such material by the other Parties.
--------------------------------------------------------------------------------
This document and its contents are confidential among the Company, CSM and HP.
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10.14 Registration of Agreement
Each Party shall register this Agreement when required by its local law,
to pay all costs and legal fees connected therewith, and to otherwise ensure
that the applicable laws affecting this Agreement are satisfied.
10.15 Language
The language of this Agreement and any notices or acceptances hereunder
shall be English.
10.16 Annexes
All Annexes listed in this Clause 10.16 and attached to this Agreement
shall be deemed a part of this Agreement and incorporated herein by reference.
A CSM Licensed Technology
B HP Licensed Technology
C HP-Compatible Process Roadmap Template
C-1 HP-Compatible Process Roadmap: C10
10.17 Same Terms in Annexes
Terms which are defined in this Agreement and used in any Annex shall
have the same meaning in the Annex as in this Agreement.
--------------------------------------------------------------------------------
This document and its contents are confidential among the Company, CSM and HP.
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IN WITNESS WHEREOF, the Parties have entered into this Agreement as of
the date stated above.
/s/ Xxxx Xxxxxxx Xxxxxxx /s/ Tan Xxxx Xxxx
-------------------------------------- ----------------------------------------
Xxxx Xxxxxxx Xxxxxxx Tan Xxxx Xxxx
General Manager President & CEO
Chartered Silicon Partners Pte Ltd Chartered Semiconductor Manufacturing Ltd
00 Xxxxxxxxx Xxxxxxxxxx Xxxx D, 00 Xxxxxxxxx Xxxxxxxxxx Xxxx X,
Xxxxxx 0, Xxxxxxxxx 000000 Xxxxxx 0, Xxxxxxxxx 000000
/s/ Xxxx X. Xxxxx
----------------------------------------
Xxxx X. Xxxxx
General Manager, Integrated Circuit
Business Division
Hewlett-Packard Company
0000 Xxxxxxx Xxxxxx, XX 20BQ
Xxxx Xxxx, XX, X.X.X. 00000
--------------------------------------------------------------------------------
This document and its contents are confidential among the Company, CSM and HP.
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21
REDACTED CONFIDENTIAL TREATMENT REQUESTED
The asterisked portions of this document have been omitted and
are filed separately with the Securities and Exchange Commission
ANNEX A
CSM LICENSED TECHNOLOGY
Listed below are the relevant documentation and specifications that describes
some of CSM's ******* logic technologies.
Description Documentation #
----------- ---------------
****** Process Starting Material Spec 2ERWF-0100
****** Topological Design Rule Spec C-DR-4019
****** Polycide Mask Bias Table Spec YI-040-BT002
****** Polycide Process Run Sheet Spec 3YP-090-RS005
****** Polycide Non-Proprietary Process Flow Spec 3YP-090-RN001
****** Polycide Proprietary Process Flow Spec YI-042-RP004
****** Polycide Reliability Spec YI-042-DR001
****** Polycide Spice Model Spec YI-042-SM001
****** Polycide Electrical Parameters Spec YI-42-ET001
****** Polycide Electrical Test Spec YI-42-ET004
****** Salicide Process Run Sheet Spec 3YP-090-RS010
****** Salicide Proprietary Process Flow Spec YI-071-RP001
****** Salicide Mask Bias Table Spec YI-091-BT003
****** Salicide Reliability Spec YI-042-DR001
****** Salicide Spice Model Spec YI-075-SM001
****** Salicide Electrical Parameters Spec 3YP-118-ET001
****** Salicide Electrical Test Spec 3YP-118-ET002
Fab 3 6" Reticle Specification for Steppers 3ML-001-AS001
--------------------------------------------------------------------------------
This document and its contents are confidential among the Company, CSM and HP.
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22
REDACTED CONFIDENTIAL TREATMENT REQUESTED
The asterisked portions of this document have been omitted and
are filed separately with the Securities and Exchange Commission
ANNEX A-1 (C07)
CSM LICENSED TECHNOLOGY
Listed below are the relevant documentation and specifications that describe
some of CSM's ****** logic technologies.
DESCRIPTION DOCUMENTATION #
----------- ---------------
**** YI-079-RS002
**** YI-079-SM001
**** YI-079-IA001
**** YI-079-PT002
**** YI-079-SM003
**** YI-079-EP001
**** YI-079-DC001
**** YI-079-DR001
**** YI-079-ET003
Agreed among:
/s/ Xxxx Xxxxxxx /s/ Xxxx Xxxxxx /s/ Xxxxx Xxxxx
------------------------------- ------------------------------- -------------------------------
Xxxx Xxxxxxx Xxxx Xxxxxx Xxxxx Xxxxx
General Manager Vice President Division R&D Manager
Chartered Silicon Partners Technology Development Integrated Circuit Business
Pte Ltd Chartered Semiconductor Division
Date: 1 April 1999 Manufacturing Ltd Hewlett-Packard Company
Date: 12 April 1999 Date: 31 March 1999
--------------------------------------------------------------------------------
This document and its contents are confidential among the Company, CSM and HP.
20
23
REDACTED CONFIDENTIAL TREATMENT REQUESTED
The asterisked portions of this document have been omitted and
are filed separately with the Securities and Exchange Commission
ANNEX B
HP LICENSED TECHNOLOGY
Listed below are the relevant documentation and specifications that describes HP
************************* (referred to as generic C10 process) logic
technologies:
Description Document #
----------- ----------
HP C14/C10 200 mm Diameter Silicon Epitaxial Wafer Specification A-4340-0411-1
HP C10 Design Reference Manual, including: A-5960-7198-1
- Chapter 1: Introduction A-5960-7198-3
- Chapter 2: Device Characteristics A-5960-7198-4
- Chapter 3: Interconnect Characteristics A-5960-7198-5
- Chapter 4: Layout Rules A-5960-7198-6
- Chapter 5: Reliability Rules A-5960-7198-7
- Chapter 6: Pad Design Rules A-5960-7198-8
- Chapter 7: Additional Artwork Requirements A-5960-7198-9
- Chapter 8: Artwork Verification A-5960-7198-10
- Chapter 9: Mask Generation A-5960-7198-11
- Chapter 10: Wafer Manufacturing Services A-5960-7198-12
- Chapter 11: Functional Test Services A-5960-7198-13
- Chapter 12: Packaging A-5960-7198-14
- Chapter 13: Quality A-5960-7198-15
HP C10 6" Process Flow and Recipe Specification
HP C10 Spice Model Specification
HP C10 CAPT (Computer Automated Parametric Test) Specification
HP C10 CAPT Test Program and Hardware Specification
HP C10 SAPT (Super Automated Parametric Test) Specification
HP C10 SAPT Test Program and Hardware Specification
HP C10 PDV (Process Development Vehicle) Specification
HP C10 PDV SRAM, Schematic, Artwork, Functional Description, Test Program
and Hardware Specifications
--------------------------------------------------------------------------------
This document and its contents are confidential among the Company, CSM and HP.
21
24
REDACTED CONFIDENTIAL TREATMENT REQUESTED
The asterisked portions of this document have been omitted and
are filed separately with the Securities and Exchange Commission
ANNEX B-1 (C07)
HP LICENSED TECHNOLOGY
Listed below are the relevant documentation and specifications describing HP
****** logic technologies that have been transferred as part of the startup of
the C07 project:
DESCRIPTION DOCUMENT #
----------- ----------
ICBD 200mm Diameter CMOS07 Silicon Epitaxial Wafer Specification
CMOS07 Process Flow
CMOS07 Design Rule Manual Dwg. #A-5964-2496-1
Bias table
Qualification plan
1QP4 Test Chip
-1A reticle set from Corvallis
-GDS2 artwork database
-track list & description, floorplan and track placement
-Mosaid software
-Nikon setup file
Module Transfer Specifications
-contact etch
-dielectric deposition
-metal deposition
-metal etch
-seed deposition
-tungsten deposition
-STI
-FET
-salicide
Resist and exposure conditions
Frame Specifications Rev. H
C07 Critical Dimension Control
Dielectric CMP Process Control Methodology
HDP oxide and dielectric CMP integration
C07 ET test code (CAPT/SAPT/libraries)
ICBD Reliability Qualification Test Selection Guideline Dwg. #A-5951-8868-59
(note already provided during C10 transfer)
Note: recipes and engineering reports have been transferred on an as-needed
basis and are tracked of separately by the Technology Transfer Managers. A list
of critical reports will be attached to the above at completion of the transfer
by the Technology Transfer Managers.
--------------------------------------------------------------------------------
This document and its contents are confidential among the Company, CSM and HP.
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Agreed among:
/s/ Xxxx Xxxxxxx /s/ Xxxx Xxxxxx /s/ Xxxxx Xxxxx
------------------------------- ------------------------------- -------------------------------
Xxxx Xxxxxxx Xxxx Xxxxxx Xxxxx Xxxxx
General Manager Vice President Division R&D Manager
Chartered Silicon Partners Technology Development Integrated Circuit Business
Pte Ltd Chartered Semiconductor Division
Date: 1 April 1999 Manufacturing Ltd Hewlett-Packard Company
Date: 12 April 1999 Date: 31 March 1999
--------------------------------------------------------------------------------
This document and its contents are confidential among the Company, CSM and HP.
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ANNEX C
HP-COMPATIBLE PROCESS ROADMAP TEMPLATE
HP-Compatible Process Reference Name: _______________ [E.g. "C10"]
Technology Transfer Managers:
- The Company: _________________________
- HP: _________________________
- CSM (if applicable): _________________________
HP Specifications for the HP-Compatible Process:
Electrical Design Rules
Layout Rules
Circuit Design Models (Device and Interconnect)
Artwork Generation Guidelines
Schedule for Milestones and Deliverables for Technology Transfer:
- Company deliverables to HP:
TASK/ITEM Completion Date Company Transfer (Actual) HP Receipt (Actual)
--------- --------------- ------------------------- -------------------
1.
2.
3.
etc.
- CSM deliverables to HP (if applicable):
TASK/ITEM Completion Date CSM Transfer (Actual) HP Receipt (Actual)
--------- --------------- --------------------- -------------------
1.
2.
3.
etc.
- HP deliverables to the Company:
TASK/ITEM Completion Date HP Transfer (Actual) Company Receipt (Actual)
--------- --------------- -------------------- ------------------------
1.
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This document and its contents are confidential among the Company, CSM and HP.
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TASK/ITEM Completion Date HP Transfer (Actual) Company Receipt (Actual)
--------- --------------- -------------------- ------------------------
2.
3.
etc.
- HP deliverables to CSM (if applicable):
TASK/ITEM Completion Date HP Transfer (Actual) CSM Receipt (Actual)
--------- --------------- -------------------- --------------------
1.
2.
3.
etc.
Completion of all of the Tasks/Items set forth above in a timely manner shall
constitute a "Successful Technology Transfer." A Party to whom Tasks/Items are
to be delivered may agree to a later Completion Date.
Completion of delivery of a qualification report with data in the required
format and meeting the specifications set forth in the Qualification
Specifications in Annex C-2 of the applicable Manufacturing Agreement shall
constitute a "Successful GSS Qualification."
Allocation of Expenses
- Expenses to be Paid by HP: [E.g. travel time, living expenses, etc. for
certain members of HP team; HP internal expenses for consulting services;
expenses related to preparation of artwork for test vehicle, etc.]
- Expenses to be Paid by the Company: [E.g. engineering lots used in
development, qualification and process monitoring, reticles and probe card(s)
for test vehicles, Company engineering expenses, etc.]
- Expenses to be Paid by CSM (if applicable): [Examples to be determined on a
case by case basis.]
Reliability Qualification Specifications
As governed by "ICBD Reliability Qualification Test Selection
Guideline," HP document HP Dwg. #A-5951-8868-59.
--------------------------------------------------------------------------------
This document and its contents are confidential among the Company, CSM and HP.
25
28
REDACTED CONFIDENTIAL TREATMENT REQUESTED
The asterisked portions of this document have been omitted and
are filed separately with the Securities and Exchange Commission
ANNEX C-1
HP-COMPATIBLE PROCESS ROADMAP
HP-Compatible Process Reference Name: ****
Technology Transfer Managers:
- The Company: XXXXX XXXXX
- HP: XX XXXX
- CSM (if applicable): XXXX XXXXXXXXXX
HP Specifications for the HP-Compatible Process:
Electrical Design Rules
Layout Rules
Circuit Design Models (Device and Interconnect)
Artwork Generation Guidelines
Schedule for Milestones and Deliverables for Technology Transfer:
- COMPANY/CSM DELIVERABLES TO HP:
Task Completion CSM Transfer HP Receipt
Date Date (actual) Date(actual)
1. Report demonstrating completion ****
of ET test programs and functional
test programs for the test vehicle
2. Report demonstrating completion ****
of SRAM test programs
3. Report with data on completion ****
of C10 process feasibility
4. Bias tables for C10/G10 ****
(same DR, possible different biases)
5. Design rule specification document, ****
HP C10/G10 compatible
--------------------------------------------------------------------------------
This document and its contents are confidential among the Company, CSM and HP.
26
29
REDACTED CONFIDENTIAL TREATMENT REQUESTED
The asterisked portions of this document have been omitted and
are filed separately with the Securities and Exchange Commission
Task Completion CSM Transfer HP Receipt
Date Date (actual) Date(actual)
6. Report with data on completion ****
of C10 process development (i.e.
process freeze)
7. Final process freeze for SPICE ****
8. Qualification report with data ****
in the required format and meeting
specifications
9. MR report ****
- HP'S DELIVERABLES TO CSM
Task Completion HP Transfer CSM Receipt
Date Date (actual) Date (actual)
1. LOR and EDR targets **** **** ****
2. Device architecture process **** **** ****
including data on films,
implant dosage and energy,
thermal cycles and gate
critical dimensions
3. Standard device performance **** **** ****
characterization curves:
a)IV curves for active
transistors
b)Off-state leakage
characteristics
for field transistors
c)rolloff curves vs L
drawn and W drawn
4. Artwork data needed for **** **** ****
test vehicle's reticle set
generation
5. 3 golden wafers with test **** **** ****
vehicle from HP to be
returned within 3 months
from receipt date
--------------------------------------------------------------------------------
This document and its contents are confidential among the Company, CSM and HP.
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30
REDACTED CONFIDENTIAL TREATMENT REQUESTED
The asterisked portions of this document have been omitted and
are filed separately with the Securities and Exchange Commission
Task Completion HP Transfer CSM Receipt
Date Date (actual) Date (actual)
6. Schematic diagram and layout ****
of SRAM cell
7. Ring oscillator measurements ****
8. In-line process monitors
(partially On request
processed 6 inch wafers for
C10 correlation)
9. Required critical parameter
listing
- CAPT **** **** ****
- SAPT ****
10. CAPT and SAPT
documentation and
test programs
- CAPT **** **** ****
- SAPT **** **** ****
11. Test program listing
and sample of data
for SRAM ****
Completion of all of the Tasks/Items set forth above in a timely manner shall
constitute a "Successful Technology Transfer." A Party to whom Tasks/Items are
to be delivered may agree to a later Completion Date.
Completion of delivery of a qualification report with data in the required
format and meeting the specifications set forth in the Qualification
Specifications in Annex C-2 of the applicable Manufacturing Agreement shall
constitute a "Successful GSS Qualification."
Allocation of Expenses
- Expenses to be Paid by HP: [E.g. travel time, living expenses, etc. for
certain members of HP team; HP internal expenses for consulting services;
expenses related to preparation of artwork for test vehicle, etc.]
- Expenses to be Paid by the Company: [E.g. engineering lots used in
development, qualification and process monitoring, reticles and probe card(s)
for test vehicles, Company engineering expenses, etc.]
- Expenses to be Paid by CSM (if applicable): NONE.
--------------------------------------------------------------------------------
This document and its contents are confidential among the Company, CSM and HP.
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Reliability Qualification Specifications
As governed by "ICBD Reliability Qualification Test Selection
Guideline," HP document HP Dwg. #A-5951-8868-59.
--------------------------------------------------------------------------------
This document and its contents are confidential among the Company, CSM and HP.
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REDACTED CONFIDENTIAL TREATMENT REQUESTED
The asterisked portions of this document have been omitted and
are filed separately with the Securities and Exchange Commission
ANNEX C-2 (C07)
HP-COMPATIBLE PROCESS ROADMAP
HP-Compatible Process Reference Name: ****
Technology Transfer Managers:
- The Company: XXX XXX
- HP: XXXXXXXX XXXX
- CSM (if applicable): XXXX XXXXXXXXXX
HP Specifications for the HP-Compatible Process:
Electrical Design Rules
Layout Rules
Circuit Design Models (Device and Interconnect)
Artwork Generation Guidelines
Module Transfer Specifications
Parametric Test Specifications
Schedule for Milestones and Deliverables for Technology Transfer:
- COMPANY DELIVERABLES TO HP:
TASK EXPECTED COMPLETION ACTUAL TRANSFER
DATE DATE
1. Report demonstrating completion ****
of ET test programs, including
correlation to HP reference
2. Report demonstrating completion ****
of SRAM test programs on MOSAID and
83000, including correlation to
HP reference
3. Module Certification **** ****
(demonstration that the process
implementation satisfies the "copy
exact" model and the Module
Transfer Specifications)
--------------------------------------------------------------------------------
This document and its contents are confidential among the Company, CSM and HP.
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REDACTED CONFIDENTIAL TREATMENT REQUESTED
The asterisked portions of this document have been omitted and
are filed separately with the Securities and Exchange Commission
TASK EXPECTED COMPLETION ACTUAL TRANSFER
DATE DATE
4. Report demonstrating ****
completion of C07 process feasibility
5. Bias tables for C07 ****
(same DR, possible different biases)
6. Report demonstrating ****
completion of C07 process freeze
7. Report demonstrating suitability ****
of C07 for prototyping activities
(PP checkpoint)
8. Release to manufacturing (MR) of ****
the C07 process
9. Qualification and MR report ****
CHECKPOINT REQUIREMENTS
****
The material used to demonstrate compliance at each checkpoint shall represent
the plan of record process. All yield metrics (defect density, survival yield)
shall be computed using the same lots.
In the case when not all of the requirements are met, CSP and HP will mutually
agree on a resolution to the issue. Such a resolution may include an exception
or conditionality and a plan to rectify the deficiency.
--------------------------------------------------------------------------------
This document and its contents are confidential among the Company, CSM and HP.
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34
REDACTED CONFIDENTIAL TREATMENT REQUESTED
The asterisked portions of this document have been omitted and
are filed separately with the Securities and Exchange Commission
- HP'S DELIVERABLES TO CSP
TASK EXPECTED COMPLETION ACTUAL TRANSFER
DATE DATE
1. LOR and EDR targets **** ****
2. Complete process information, including ****
device architecture, equipment recipes,
measurement location, values, sampling
plans and evaluation methods
3. Standard device performance ****
characterization curves:
-IV curves for active transistors
-off-state leakage characteristics
for field transistors
-rolloff curves vs L and W drawn
4. Artwork data needed for test **** ****
vehicle's reticle set generation
5. Test vehicle documentation, including ****
layout of SRAM cell, test track
description, schematics, test code,
specs and hardware description,
sample of data.
6. Copies of process characterization ****
reports as they are generated within
HP.
7. Golden wafers with test vehicle ****
8. Ring oscillator measurements ****
9. In-line process monitors (partially ****
processed wafers for C07 process and
measurement correlation)
10. Required critical parameter listing **** ****
- CAPT
- SAPT
--------------------------------------------------------------------------------
This document and its contents are confidential among the Company, CSM and HP.
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TASK EXPECTED COMPLETION ACTUAL TRANSFER
DATE DATE
11. Required test programs ****
- CAPT
- SAPT
Completion of all of the Tasks/Items set forth above in a timely manner shall
constitute a "Successful Technology Transfer." A Party to whom Tasks/Items are
to be delivered may agree to a later Completion Date. A change of date may be
incorporated by a written agreement by authorized representatives of the parties
without requiring a formal amendment to this agreement.
Completion of delivery of a qualification report with data in the required
format and meeting the specifications set forth in the Qualification
Specifications in Annex C-2 of the applicable Manufacturing Agreement shall
constitute a "Successful GSS Qualification."
Agreed among:
/s/ Xxxx Xxxxxxx /s/ Xxxx Xxxxxx /s/ Xxxxx Xxxxx
------------------------------- ------------------------------- -------------------------------
Xxxx Xxxxxxx Xxxx Xxxxxx Xxxxx Xxxxx
General Manager Vice President Division R&D Manager
Chartered Silicon Partners Technology Development Integrated Circuit Business
Pte Ltd Chartered Semiconductor Division
Date: 1 April 1999 Manufacturing Ltd Hewlett-Packard Company
Date: 12 April 1999 Date: 31 March 1999
--------------------------------------------------------------------------------
This document and its contents are confidential among the Company, CSM and HP.
33
