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REDACTED FOR CONFIDENTIALITY EXHIBIT 10.18
JOINT DEVELOPMENT AGREEMENT
FOR PROCESS TECHNOLOGIES
THIS JOINT DEVELOPMENT AGREEMENT is made and entered into this 18th day of
February 1999 by and between Lucent Technologies Inc., having its principal
place of business at 000 Xxxxxxxx Xxxxxx, Xxxxxx Xxxx, XX 00000, U.S.A., acting
through its Microelectronics Group, (hereinafter "Lucent") and Chartered
Semiconductor Manufacturing Ltd., having its principal place of business at 00
Xxxxxxxxx Xxxxxxxxxx Xxxx X Xxxxxx 0, Xxxxxxxxx 000000 (hereinafter
"Chartered").
W I T N E S S E T H
WHEREAS, Lucent and Chartered desire to enter into this Joint Development
Agreement to jointly develop Lucent's 0.16(mu)m / Chartered's 0.18(mu)m CMOS
Logic Back-End-Of-Line ("BEOL") technology.
NOW, THEREFORE, the parties agree as follows:
1.0 DEFINITIONS
1.1 "Background Information" shall mean certain informative material and
technical information, including any mask work or copyright rights in any of the
foregoing, relating to the manufacture of CMOS semiconductor devices which (i)
is owned or controlled by a Party, (ii) exists as of the Effective Date of this
Joint Development Agreement, and (iii) which is disclosed by one Party to the
other pursuant to the Development Program.
1.2 "Back-End-Of-Line" ("BEOL") shall mean those Process steps necessary
to connect a transistor and circuit elements together in an integrated circuit,
including metalization, planarization and passivation.
1.3 "Chartered's Background Information" shall mean Background
Information owned or controlled by Chartered and/or any of its Subsidiaries.
1.4 "Development Program" shall mean the activities relating to the
development of the Process conducted pursuant to the respective Development
Plan, as defined in Section 2.1.
1.5 "Effective Date" shall mean the date the last Party signs this Joint
Development Agreement or the date of government approval, if required, whichever
is later.
1.6 "Foreground Information" shall mean informative material and
technical information, including any mask work or copyright rights in any of the
foregoing, relating to the manufacture of CMOS semiconductor devices which is
created during the Development Program by employees, agents or consultants of
either Party engaged in the development of the Process pursuant to such
Development Program.
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1.7 "IME" shall mean the Institute of Microelectronics of Singapore.
1.8 "Joint Invention" shall mean an invention made by one or more
employees, agents or consultants of Chartered in conjunction with one or more
employees, agents or consultants of Lucent.
1.9 "Licensed Products" shall mean any products, in wafer, die or
packaged form manufactured using the Process.
1.10 "Lucent's Background Information" shall mean Background Information
owned or controlled by Lucent and/or any of its Subsidiaries.
1.11 "NSTB" shall mean the National Science and Technology Board of
Singapore.
1.12 "Party" shall mean Lucent or Chartered.
1.13 "Process" shall mean Lucent's 0.16(mu)m / Chartered's 0.18(mu)m
CMOS Digital Logic BEOL technology.
1.14 "Process Specifications" shall mean the specifications for the
Process, as agreed in writing by the Development Committee, as defined in
Section 3.1, pursuant to Section 3.3.
1.15 "Subsidiary" of a company shall mean a corporation or other legal
entity (i) the majority of whose shares or other securities entitled to vote for
election of directors (or other managing authority) is now or hereafter
controlled by such company either directly or indirectly; or (ii) which does not
have outstanding shares or securities but the majority of whose ownership
interest representing the right to manage such corporation or other legal entity
is now or hereafter owned and controlled by such company either directly or
indirectly; but any such corporation or other legal entity shall be deemed to be
a Subsidiary of such company only as long as such control or ownership and
control exists.
2.0 DEVELOPMENT PROGRAM
2.1 Chartered and Lucent shall conduct the Development Program for the
development of the Process in accordance with a plan and budget relating to the
Process (the "Development Plan") prepared by the Development Committee. The SMP
Board of Directors is composed of Senior Managers from Chartered and Lucent and
the Process will be installed in SMP. Therefore, the SMP Board will approve the
Development Program and any changes to the Program. The Development Plan shall
establish: (i) the scope of the Process development which will be performed;
(ii) the objectives, work plan activities and time schedules with respect to the
Development Program; (iii) the respective obligations of the Parties with
respect to the Development Program; and (iv) the Process Specifications. The
form of the Development Plan for each Process is set forth in Attachment A.
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2.2 The initial Development Plan with respect to Lucent's 0.16(mu)m /
Chartered's 0.18(mu)m CMOS Logic BEOL technology shall be attached hereto as
Attachment A-1. The Development Committee shall review the Development Plan on
an on-going basis and may make changes to the Development Plan then in effect.
In order to expedite the development, Chartered may, on terms mutually agreed
between Chartered and Lucent, locate certain engineers at Lucent's facility in
Orlando to commence development activities prior to the approval of the formal
Development Plan by the Development Committee.
2.3 Chartered and Lucent shall each use commercially reasonable efforts
to conduct the Development Program in accordance with the Development Plan and
within the time schedules contemplated therein. Except as otherwise expressly
set forth in the Development Plan or expressly agreed in writing, each Party
shall bear its own costs incurred in connection with the performance of the
Development Program.
2.4 The Development Program shall commence on the Effective Date and
shall terminate upon the earlier of (i) the successful qualification, as defined
in the relevant Development Plan, of the Process; or (ii) the termination of
this Joint Development Agreement.
2.5 During the term of this Joint Development Agreement and for a period
of five (5) years thereafter, each Party shall furnish to the other Party,
without any compensation, technical information relating to corrections,
improvements and modifications to be made by such Party to the qualified Process
in order to keep the compatibility of each other's Process technology utilized
in the manufacture of Licensed Products, provided however, that a Party shall
not be required to furnish to the other Party such technical information, if it
is prohibited or restricted from doing so pursuant to any contractual agreement
entered into by such Party. Notwithstanding the foregoing, in the event of a
termination for breach pursuant to Section 10.0, the non-breaching Party shall
have the right to continue to obtain from the breaching Party the information
set forth above but not vice versa. Nothing contained in this Section 2.5 shall
be construed as conferring by implication, estoppel or otherwise any license or
right under any patent, whether or not the use of any corrections, improvements
or modifications necessarily requires the use of any patent having enforeceable
rights at any time anywhere in the world.
2.6 The Parties expect significant financial support for the qualifying
costs of the Development Program relating to Lucent's 0.16(mu)m / Chartered's
0.18(mu)m CMOS Logic BEOL Process. The support will be funded by financial
grants from NSTB, and the Parties agree to cooperate and engage in discussions
with NSTB with respect thereto. The Parties also agree that absent financial
support this Joint Development Program may not occur, unless Chartered elects to
provide the financial support to Lucent that was anticipated from NSTB.
Attachment B sets forth the desired financial support from NSTB.
2.7 The Parties intend to invite the IME to participate in the joint
development activities relating to the copper interconnect phase of Lucent's
0.16(mu)m / Chartered's 0.18(mu)m CMOS Logic BEOL Process, subject to funding
support, as set forth in Attachment B from NSTB, and a mutually agreeable work
program to be included in Attachment A-1, and participation terms and conditions
acceptable to both Chartered and Lucent.
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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
3.0 DEVELOPMENT COMMITTEE
3.1 Chartered and Lucent shall establish a committee (the "Development
Committee") to oversee, review and recommend the direction of the Development
Program. The responsibilities of the Development Committee shall include: (i)
monitoring and overseeing the progress of the Development Program and ensuring
open and frequent exchanges between the Parties; (ii) preparing revisions to the
initial Development Plan for approval by the SMP Board; and (iii) coordinating
all patent activities resulting from the Development Program.
3.2 The Development Committee shall consist of two (2) representatives
from each of the Parties. Each Party may replace its Development Committee
representatives at any time, with written notice to the other Party. The
Development Committee shall meet according to a schedule to be mutually agreed
upon and the quorum for each Development Committee meeting shall be three (3)
representatives.
3.3 Each representative of the Development Committee shall have one (1)
vote, which vote may be cast in person or by proxy. Decisions of the Development
Committee shall be made by simple majority vote. In the event that the
Development Committee is unable to agree on any issue, such issue shall be
submitted to a committee consisting of one (1) senior manager from each Party,
being in the case of Chartered, the President and CEO and being in the case of
Lucent, the Global Manufacturing, Sourcing and Process Development Vice
President in the Lucent Technologies Microelectronics Group.
4.0 BACKGROUND INTELLECTUAL PROPERTY - RIGHTS AND LICENSES
4.1 Chartered shall grant to Lucent a *********************************
************************* right to use Chartered's Background Information for
(i) performing those acts that are reasonably necessary to enable Lucent to
develop the Process during the Development Program and (ii) to make or have made
semiconductive devices after the conclusion of the Development Program. After
the termination of the Development Program, the grant of the license in Section
4.1 includes the right for Lucent to grant sublicenses, within the scope of its
license and subject to the confidentiality provisions set forth in this
Agreement, to its Subsidiaries, only so long as they remain a Subsidiary, to use
that portion of Chartered's Background Information required for the use of any
Foreground Information to make semiconductive devices.
4.2 Lucent grants to Chartered a ***************************************
*************************** right to use Lucent's Background Information for (i)
performing those acts that are reasonably necessary to enable Chartered to
develop the Process during the Development Program and (ii) to make or have made
semiconductive devices after the conclusion of the Development Program. After
the termination of the Development Program, the grant of the license in Section
4.2 includes the right for Chartered to grant sublicenses, within the scope of
its license and subject to the confidentiality provisions set forth in this
Agreement, to Subsidiaries, only so long as they remain a Subsidiary, to use
that portion of Lucent's Background Information required for the use of any
Foreground Information to make semiconductive devices.
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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
4.3 There are no patent licenses being granted in this Joint Development
Agreement. The licensing of patents shall be governed by the existing Patent
License Agreement between Lucent and Chartered effective as of January 1, 1998.
4.4 The rights granted to Chartered shall include the right to disclose
to third party customers, subcontractors, electronic design automation
providers, and design service providers of Chartered, technical information of
the type specified in Attachment C.
4.5 The rights granted to Lucent shall include the right to disclose to
third party customers, subcontractors, electronic design automation providers,
and design service providers of Lucent, technical information of the type
specified in Attachment C.
5.0 INTELLECTUAL PROPERTY OWNERSHIP
5.1 All Foreground Information and any intellectual property rights
therein which are created solely by Lucent's employees, agents or consultants
shall be solely owned by Lucent. All Foreground Information and any intellectual
property rights therein which are created solely by Chartered's employees,
agents or consultants shall be solely owned by Chartered. All Foreground
Information and any intellectual property rights therein created by the
employees, agents or consultants of both Lucent and Chartered shall be jointly
owned by Lucent and Chartered with each Party being free to use and/or license
without accounting to the other. In addition, in those jurisdictions where
consent of all joint owners is required for licensing, each joint owner agrees
to provide such consent.
5.2 Lucent grants to Chartered a ***************************************
******************************* right to use any Foreground Information which is
solely owned by Lucent for (i) performing those acts that are reasonably
necessary to enable Chartered to conduct the Development Program and (ii) to
make or have made semiconductive devices after the conclusion of the Development
Program. After the termination of the Development Program, the grant of the
license in Section 5.2 includes the right for Chartered to grant sublicenses,
within the scope of its license and subject to the confidentiality provisions
set forth in this Agreement, to Subsidiaries, only so long as they remain a
Subsidiary, to use any Foreground Information which is solely owned by Lucent to
make semiconductive devices.
5.3 Chartered grants to Lucent a ***************************************
****************************** right to use any Foreground Information which is
solely owned by Chartered for (i) performing those acts that are reasonably
necessary to enable Lucent to conduct the Development Program and (ii) to make
or have made semiconductive devices after the conclusion of the Development
Program. After the termination of the Development Program, the grant of the
license in Section 5.3 includes the right for Lucent to grant sublicenses,
within the scope of its license and subject to the confidentiality provisions
set forth in this Agreement, to Subsidiaries, only so long as they remain a
Subsidiary, to use any Foreground Information which is solely owned by Chartered
to make semiconductive devices.
5.4 The following provisions of this Section 5.4 shall apply only with
respect to any Joint Inventions. The term Invention shall be as defined by Title
35 of the United States Code and shall
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include the intellectual property rights which may be granted as a result of the
filing of United States and foreign patent applications, including provisional
patent applications, and further including without limitation, all reissues,
extensions, substitutions, confirmations, registrations, re-validations,
additions, continuations, continuations-in-part, and divisions of any of the
foregoing.
5.4.1 As to all Joint Inventions, Lucent and Chartered shall meet
and discuss matters relating to obtaining legal protection for such Joint
Inventions. Lucent and Chartered shall be responsible for obtaining the
necessary signatures of their respective employees, agents or consultants.
Lucent shall be responsible for obtaining any approval of the United States
government in connection with the filing of any patent application and Chartered
shall be responsible for obtaining any approval of the Singapore government in
connection with the filing of any patent application. If Lucent and Chartered
determine to file for patent protection in any country, such application shall
be made on behalf of both Lucent and Chartered and name Lucent and Chartered as
joint and equal owners of the Joint Invention. All expenses incurred pursuant to
the filing, prosecution and maintenance, including all reasonable attorney fees
related to the foregoing, of any patent applications and patents shall be
divided equally between Lucent and Chartered. The filing and prosecution of all
jointly-owned patents will be handled by patent counsel selected by Lucent. Such
counsel will be selected from the list of "outside" patent counsel, i.e., patent
counsel who are not employees or agents of Lucent, and who are routinely used by
Lucent for patent prosecution purposes. The bills for services for such patent
counsel expenses will be submitted to a representative of Chartered for
reimbursement by Chartered to Lucent of one-half of the billed charges.
5.4.2 With respect to patent applications on the Joint
Inventions, including provisional patent applications on such inventions,
neither Lucent nor Chartered shall permit any such patent application to become
abandoned without giving the other Party the opportunity to assume the
prosecution of such patent application as soon as possible, which shall not be
less than sixty (60) days prior to the date on which it will become abandoned.
Lucent and Chartered agree to provide each other with timely copies of all
official papers and correspondence related to the prosecution of any such
jointly owned patent applications.
5.4.3 If, after Lucent and Chartered shall have met and discussed
matters relating to obtaining legal protection for Joint Inventions, either
Lucent or Chartered does not want to pursue filing a patent application on the
Joint Inventions in any country, the other may independently pursue patent
protection of the Joint Invention in such country on behalf of that Party only
at that Party's sole expense. The Party that so pursues patent protection in
such country shall be the sole owner of any and all resulting patents, shall pay
all filing, prosecution and maintenance fees, and shall be entitled to all
revenues derived by such Party relating to the issued patent, provided, however,
that the other Party shall have a worldwide, non-terminable, non-exclusive,
royalty-free license under such patent within such country and for the full term
of such patent, to make, have made, use, sell, offer for sale, import and market
products or processes utilizing or embodying the subject matter claimed in such
patent. When any Joint Invention becomes solely owned, Lucent and Chartered
through their designated representatives appointed by the Development Committee
shall have the appropriate documents prepared and executed to effectuate the
ownership and rights specified in this Section 5.4.3.
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5.5 To avoid loss of patent rights as a result of premature public
disclosure of patentable information and in no way limiting Section 6
(Confidentiality), neither Party may publicly disclose or commercialize any
Joint Invention without the prior written consent of the other Party, unless a
corresponding patent application has already been filed in any country where
such patent application will serve as the basis of establishing an effective
filing date for countries that are signatories to the Patent Cooperation Treaty.
5.5.1 Chartered and Lucent agree that NSTB and IME will be
allowed to license the Foreground Information, in whole or in any part, to third
parties; provided that (i) any such licensed use shall be restricted to
Singapore; and (ii) any such license shall not be effective until the Foreground
Information being licensed has been in commercial use by either Lucent or
Chartered for at least three (3) years.
5.5.2 Additional conditions may be applied under Section 5.5.1
above upon the mutual agreement of Lucent and Chartered.
6.0 CONFIDENTIALITY
6.1 Subject to the provisions of Section 5.5, each Party shall keep any
technical information provided or disclosed by the other Party in confidence and
shall not disclose such information to any third party during the term of this
Joint Development Agreement and for a period of five (5) years thereafter.
6.2 Each Party shall not disclose the terms and conditions of this Joint
Development Agreement to any third party.
6.3 The confidentiality obligations provided in Sections 6.1 and 6.2
shall not apply to any information which:
6.3.1 is known by the receiving Party at the time of its receipt
thereof from the other Party;
6.3.2 is publicly known through no fault of the receiving Party;
6.3.3 is rightfully provided to the receiving Party without any
restriction on disclosure by a third party;
6.3.4 is independently developed by the receiving Party without
use of the information furnished by the disclosing Party; or
6.3.5 is required to be disclosed by laws or regulations of the
Republic of Singapore or the United States of America, as the case may be, or by
court order; provided, however, that the Party so required shall first have made
a good faith effort to obtain a protective order requiring that the information
and documents so disclosed be used only for the purposes for which the order was
issued.
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6.4 Neither Party shall be liable for any inadvertent or accidental
disclosure of joint information or information received from the other Party
under this Joint Development Agreement, provided such disclosure occurs despite
the exercise of a reasonable degree of care which is at least as great as the
care such Party normally takes to preserve its own proprietary information of a
similar nature; and provided further, however, that the Party permitting any
material unauthorized disclosure shall use its best efforts to stop any material
unauthorized disclosure and to mitigate any damage caused thereby.
7.0 LIMITATION OF LIABILITY
7.1 Each Party believes that the technical information to be furnished
by it hereunder will be true and accurate. However, neither Party shall be held
to any liability for errors or omissions in such technical information.
7.2 Each Party warrants that the technical information and copyrights
licensed by such Party under this Joint Development Agreement are the original
work of such Party (or such Party has a valid right to license such property)
and it has the power to grant the rights described in this Joint Development
Agreement.
7.3 Except as provided in Sections 7.1 and 7.2, the Parties make no
representations or warranties, expressly or impliedly. By way of example but not
of limitation, the Parties make no representations or warranties of
merchantability or fitness for any particular purpose with respect to any
technical information provided or licensed hereunder to any Party, or that the
use of any Party's technical information or any portion of it will not infringe
any patent, copyright, trademark or other intellectual property rights of any
third party, and it shall be the sole responsibility of the Party to make such
determination as is necessary with respect to the acquisition of licenses under
patents or other intellectual property rights of third Parties. The Parties
shall not be held to any liability with respect to any patent infringement of a
patent owned by a third party on account of, or arising from the use of any
technical information provided or licensed hereunder.
7.4 NEITHER PARTY SHALL BE LIABLE FOR ANY INCIDENTAL, SPECIAL OR
CONSEQUENTIAL LOSS OR DAMAGE, INCLUDING LOST PROFITS OR LOST REVENUE ARISING OUT
OF THIS AGREEMENT, WHETHER ARISING OUT OF BREACH OF WARRANTY, BREACH OF
CONTRACT, NEGLIGENCE, STRICT TORT LIABILITY OR OTHERWISE.
8.0 COMPLIANCE WITH RULES AND REGULATIONS AND INDEMNIFICATION
8.1 Chartered's personnel shall, while on any location of Lucent in
connection with the joint development work under this Joint Development
Agreement, comply with Lucent's rules and regulations with regard to safety and
security. Lucent shall inform such personnel of such rules and regulations.
Chartered shall have full control over such personnel and shall be entirely
responsible for their complying with Lucent's rules and regulations. Chartered
agrees to indemnify and save Lucent harmless from any claims or demands,
including the costs, expenses and reasonable attorneys' fees incurred on account
thereof, that may be made by (i) anyone for injuries to persons or damage to
property to the extent they result from the willful misconduct or negligence of
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Chartered's personnel; or (ii) Chartered's personnel based on Worker's
Compensation or any other similar laws or employment related claims to the
extent such claims are based on acts of Chartered. Chartered agrees to defend
Lucent, at Lucent's request, against any such claim or demand.
8.2 Lucent's personnel shall, while on any location of Chartered, in
connection with the joint development work under this Joint Development
Agreement, comply with Chartered's rules and regulations with regard to safety
and security. Chartered shall inform such personnel of such rules and
regulations. Lucent shall have full control over such personnel and shall be
entirely responsible for their complying with Chartered's rules and regulations.
Lucent agrees to indemnify and save Chartered harmless from any claims or
demands, including the costs, expenses and reasonable attorneys' fees incurred
on account thereof, that may be made by (i) anyone for injuries to persons or
damage to property to the extent they result from the willful misconduct or
negligence of Lucent's personnel; or (ii) Lucent's personnel based on Worker's
Compensation or any other similar laws or employment related claims to the
extent such claims are based on acts of Lucent. Lucent agrees to defend
Chartered, at Chartered's request, against any such claim or demand.
8.3 Lucent and Chartered shall, at all times, retain the administrative
supervision of their respective personnel.
9.0 TERM
This Joint Development Agreement is for an initial term of three (3) years
commencing upon the Effective Date, and may be renewed for successive one (1)
year periods upon written mutual agreement of the Parties thirty (30) days prior
to the expiration of the initial term, or any extension thereof, unless earlier
terminated as provided herein.
10.0 TERMINATION FOR BREACH
10.1 If Chartered fails to fulfill one or more of its obligations under
this Joint Development Agreement, Lucent may, upon its election and in addition
to any other remedies that it may have, at any time terminate this Joint
Development Agreement by not less than thirty (30) days written notice to
Chartered specifying any such breach, unless within the period of such notice
all breaches specified therein shall have been remedied to the non-breaching
Party's reasonable satisfaction. If the breach is not one which is capable of
being cured within thirty (30) days and the breaching Party has commenced to
cure the breach within such time and continues to do so diligently and in good
faith, then the breaching Party shall be granted an extension for a reasonable
period of time at the discretion of the non-breaching Party.
10.2 If Lucent fails to fulfill one or more of its obligations under
this Joint Development Agreement, Chartered may, upon its election and in
addition to any other remedies that it may have, at any time terminate this
Joint Development Agreement by not less than thirty (30) days written notice to
Lucent specifying any such breach, unless within the period of such notice all
breaches specified therein shall have been remedied to the non-breaching Party's
reasonable satisfaction. If the breach is not one which is capable of being
cured within thirty (30) days and the breaching Party has commenced to cure the
breach within such time and continues to do so diligently and in good
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faith, then the breaching Party shall be granted an extension for a reasonable
period of time at the discretion of the non-breaching Party.
10.3 Either Party may terminate this Joint Development Agreement
effective immediately by written notice if or when it is discovered that the
other Party has: (i) intentionally or in a willful, wanton or reckless manner,
made any material, false representation, report or claim relative hereto; (ii)
violated another's copyright or trademark; (iii) become insolvent, invoked as a
debtor any laws relating to the relief of debtors' or creditors' rights, or has
had such laws invoked against it; (iv) become involved in any liquidation or
termination of business; (v) been adjudicated bankrupt; or (vi) been involved in
an assignment for the benefit of its creditors.
10.4 Upon expiration or termination of this Joint Development Agreement,
each Party shall immediately return all proprietary information originated and
owned solely by the other Party, except for that information specifically needed
for support of the jointly developed Process.
11.0 TERMINATION FOR CONVENIENCE
In the event it becomes likely that the completion of a jointly developed
Process shall extend beyond the time specified therefore in the Development Plan
by more than four (4) months or funding support envisioned under Section 2.6 is
prematurely terminated, then upon sixty (60) days written notice, either Party
may terminate this Joint Development Agreement for its convenience, with or
without any reason given. Upon termination of this Joint Development Agreement
without cause, neither Party shall be liable to the other, either for
compensation or for damages of any kind or character whatsoever, whether on
account of the loss by Lucent or Chartered of present or prospective profits on
sales or anticipated sales, or expenditures, investments or commitments made in
connection therewith, or on account of any other cause or thing whatsoever,
except that termination shall not prejudice or otherwise affect the rights or
liabilities of the parties with respect to any indebtedness then owing by either
Party to the other.
12.0 TRADEMARKS AND TRADENAMES
No right is granted herein to either Party to use any identification (such as,
but not limited to, trade names, trademarks, trade devices, service marks or
symbols, and abbreviations, contractions or simulations thereof) owned by or
used to identify the other Party or any of its Subsidiaries or affiliates or any
of its or their products, services or organizations, and that, with respect to
the subject matter of this Joint Development Agreement, each Party agrees that
it will not, without the prior written permission of the other Party, (i) use
any such identification in advertising, publicity, packaging, labeling or in any
other manner to identify itself or any of its products, services or
organizations or (ii) represent directly or indirectly that any product, service
or organization of it is a product, service or organization of the other Party
or any of its Subsidiaries or affiliates, or that any product or service of it
is made in accordance with or utilizes any information of the other Party or any
of its Subsidiaries or affiliates.
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13.0 NON-ASSIGNABILITY
Neither Party may assign this Joint Development Agreement or any part thereof,
nor transfer licenses or rights hereunder to anyone other than a Subsidiary
without the written consent of the other Party hereto. However, if either of the
Parties divests all or a portion of its business and such divested business
continues operation as a separately identifiable business, then the licenses
granted hereunder to the divesting Party may be assigned to such divested
separate business, but only (i) for the duration and term of licenses as
specified in this Agreement, (ii) to the extent and for the time the divested
business functions as a separately identifiable business, and (iii) for products
and services of the kind provided by the divested business prior to its
divestiture and not to any products or services of any entity which acquires the
divested business. Any such divestiture or other business reorganization
affecting the ownership or title of any of a Party's patents shall be made
subject to the rights and obligations created under this Joint Development
Agreement.
14.0 NOTICES
All notices, demands, orders, acknowledgments or other communications required
or permitted under this Joint Development Agreement shall be in writing and
shall be deemed given: (i) when delivered personally; (ii) when sent by
confirmed telex or facsimile; (iii) five (5) days after having been sent by
registered or certified mail, return receipt requested, postage prepaid; or (iv)
one (1) day after deposit with a commercial overnight carrier, with written
verification of receipt. All communications will be sent to the addresses set
forth below. Either party may change its address by giving notice pursuant to
this section.
If sent to Lucent:
Lucent Technologies Inc.
Microelectronics Group
000 Xxxxx Xxxxxxxxx
Xxxxxxxxx, XX 00000
Attention: Xx. Xxxxx Xxxxxxx
Title:
Telephone Number: 000-000-0000
Fax Number: 610-712-????
If sent to Chartered:
Chartered Semiconductor Manufacturing Ltd.
00 Xxxxxxxxx Xxxxxxxxxx Xxxx X Xxxxxx 0
Xxxxxxxxx 000000
Attention: Mr. Xxxx Xxxxxx
Title: Vice President Technology Development
Telephone Number: 00-000-0000
Fax Number: 00-000-0000
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15.0 AGREEMENT PREVAILS
This Joint Development Agreement shall prevail in the event of any conflicting
terms or legends which may appear on Lucent information or Chartered information
or any joint information.
16.0 NOTHING CONSTRUED
Neither the execution of this Joint Development Agreement nor anything in it or
in Lucent information or in Chartered information shall be construed as: (i) an
obligation upon either Party or their Subsidiaries to furnish, except as
provided in Section 2.0, any assistance of any kind whatsoever, or any products
or information other than Chartered information or Lucent information or to
revise, supplement or elaborate upon such information; or (ii) providing or
implying any arrangement or understanding that either party or its Subsidiaries
will make any purchase from the other party or its Subsidiaries; or (iii)
preventing either Party hereunder from pursuing other development activities
either alone or with another company.
17.0 FORCE XXXXXX
Neither Party shall be liable for any loss, damage, delay or failure of
performance resulting directly or indirectly from any cause which is beyond its
reasonable control, including but not limited to acts of God, riots, civil
disturbances, wars, states of belligerency or acts of the public enemy, strikes,
work stoppages, or the laws, regulations, acts or failure to act of any
governmental authority. In the event that performance under this Joint
Development Agreement is prevented for a continuous period of two (2) months or
longer by any of the foregoing causes, the Parties shall have the right to
terminate this Joint Development Agreement by giving written notice to the other
Party and Section 11.0 shall be applicable to such termination.
18.0 CHOICE OF LAW
The parties hereto desire and agree that the law of the State of New York shall
apply in any dispute or controversy arising with respect to this Joint
Development Agreement, without regard to conflicts of laws provisions. The
United Nations Convention on Contracts for the International Sales of Goods
shall not apply to this Joint Development Agreement.
19.0 HEADINGS
All section headings, including those in the Attachments are for convenience
purposes only and shall in no way affect, or be used, in interpretation of this
Agreement.
20.0 WAIVER
No failure, delay, relaxation or indulgence on the part of either Party in
exercising any power or right conferred upon such Party under the terms of this
Joint Development Agreement will operate as a waiver of such power or right nor
will any single or partial exercise of any such power or right
CHARTERED-LUCENT CONFIDENTIAL
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preclude any other or further exercise thereof or the exercise of any other
power or right under this Joint Development Agreement.
21.0 RELEASES VOID
Neither Party shall require waivers or releases of any personal rights from
representatives of the other in connection with visits to its premises and both
Parties agree that no such releases or waivers shall be pleaded by them or third
persons in any action or proceeding.
22.0 POWER TO SIGN
Chartered and Lucent covenant, warrant and represent that their respective
representatives signing this Joint Development Agreement have full power and
proper authority to sign this Joint Development Agreement and so bind the
Parties, and that there are no outstanding assignments, grants, licenses,
encumbrances, obligations or agreements, either written, oral or implied,
inconsistent with any provision of this Joint Development Agreement.
23.0 SURVIVAL OF OBLIGATIONS
The obligations of the Parties in sections 1.0, 2.5, 5.1, 5.4, 5.5, 6.0, 7.0,
8.0, 12.0, 14.0, 18.0, 24.0, and 25.0 of this Joint Development Agreement shall
survive termination or cancellation of this Joint Development Agreement. In
addition to the foregoing, in the event of termination for breach where Lucent
is the breaching Party, sections 4.2, 4.4 and 5.2 shall survive and in the event
of termination for breach where Chartered is the breaching Party, sections 4.1,
4.5 and 5.3 shall survive. In the event that this Joint Development Agreement
shall expire upon the successful completion of the Process, then all obligations
of the Parties set forth herein shall survive.
24.0 EXPORT CONTROL
The Parties acknowledge that the technical information (including, but not
limited to, services and training) provided under this Joint Development
Agreement are subject to U.S. export laws and regulations and any use or
transfer of such technical information must be authorized under those laws and
regulations. The Parties agree that they will not use, distribute, transfer, or
transmit the technical information (even if incorporated into products) except
in compliance with U.S. export regulations. If necessary, Lucent may request
Chartered to sign written assurances and other export-related documents as may
be required for Lucent to comply with U.S. export regulations.
25.0 DISPUTE RESOLUTION
25.1 If a dispute arises out of or relates to this Joint Development
Agreement, or the breach, termination or validity thereof, the Parties agree to
submit the dispute to a sole mediator selected by the Parties or, at any time at
the option of a Party, to mediation by the International Chamber of Commerce
("ICC"). If not thus resolved, it shall be referred to a sole arbitrator
selected by the Parties within thirty (30) days of the mediation, or in the
absence of such selection, to ICC arbitration which shall be governed by the
United States Arbitration Act.
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25.2 Any award made (i) shall be a bare award limited to a holding for
or against a Party and affording such remedy as is deemed equitable, just and
within the scope of this Joint Development Agreement; (ii) shall be without
findings as to issues (including but not limited to patent validity and/or
infringement) or a statement of the reasoning on which the award rests; (iii)
may in appropriate circumstances (other than patent disputes) include injunctive
relief; (iv) shall be made within four (4) months of the appointment of the
arbitrator; and (v) may be entered in any court of competent jurisdiction.
25.3 The requirement for mediation and arbitration shall not be deemed a
waiver of any right of termination under this Joint Development Agreement and
the arbitrator is not empowered to act or make any award other than based solely
on the rights and obligations of the parties prior to any such termination.
25.4 The arbitrator shall be knowledgeable in the legal and technical
aspects of this Joint Development Agreement and shall determine issues of
arbitrability but may not limit, expand or otherwise modify the terms of this
Joint Development Agreement.
25.5 The place of mediation and arbitration shall be New York City.
25.6 Each Party shall bear its own expenses but those related to the
compensation and expenses of the mediator and arbitrator shall be borne equally.
25.7 A request by a Party to a court for interim measures shall not be
deemed a waiver of the obligation to mediate and arbitrate.
25.8 The arbitrator shall not have authority to award punitive or other
damages in excess of compensatory damages and each Party irrevocably waives any
claim thereto.
25.9 The Parties, their representatives, other participants and the
mediator and arbitrator shall hold the existence, content and result of
mediation and arbitration in confidence.
26.0 PARTIAL INVALIDITY
If any paragraph, provision, or section thereof in this Joint Development
Agreement shall be found or be held to be invalid or unenforceable in any
jurisdiction in which this Joint Development Agreement is being performed, the
remainder of this Joint Development Agreement shall be valid and enforceable and
the Parties shall negotiate, in good faith, a substitute, valid and enforceable
provision which most nearly effects the Parties' intent in entering into this
Joint Development Agreement.
27.0 COUNTERPARTS
This Joint Development Agreement may be executed in two or more counterparts,
all of which, taken together, shall be regarded as one and the same instrument.
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28.0 RELATIONSHIP OF PARTIES
The Parties to this Joint Development Agreement are independent contractors.
There is no relationship of agency, partnership, joint venture, employment or
franchise between the Parties. Neither Party has the authority to bind the other
or to incur any obligation on its behalf.
29.0 INTEGRATION
This Joint Development Agreement sets forth the entire agreement and
understanding between the Parties as to the subject matter hereof and merges all
prior discussions and agreements between them. Neither of the Parties shall be
bound by any warranties, modifications, understandings or representations with
respect to the subject matter hereof other than as expressly provided herein, or
in a writing signed with or subsequent to the execution hereof by an authorized
representative of the Party to be bound thereby.
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IN WITNESS WHEREOF the Parties hereunto have entered into this Joint Development
Agreement as of the Effective Date.
CHARTERED SEMICONDUCTOR MANUFACTURING LTD.
By: /s/ Xxxxx Xxxxx
-------------------------------------------
Name: Xxxxx Xxxxx
Title: President and Chief Executive Officer
Date: February 19, 1999
LUCENT TECHNOLOGIES INC.
By: /s/ Xxxx Xxxxxxx
-------------------------------------------
Name: Xxxx Xxxxxxx
Title: Group President, Microelectronics Group
Date: February 19, 1999
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ATTACHMENT A
FORM OF DEVELOPMENT PLAN FOR EACH PROCESS
Each Development Plan in respect of each Process must contain the following:-
1. Preliminary information relating to the Process, such as PCM and
Electrical Specifications.
2. Timeline for the development activities, including key milestones.
3. Definition of successful qualification of the Process and target date to
achieve the same.
4. Process Specifications as determined by the Development Committee.
5. Description of the activities to be performed by Lucent and the
deliverables.
6. Description of the activities to be performed by Chartered and the
deliverables.
7. Engineering resources required from Lucent (including number of
engineers to be located in Singapore, length of stay etc., if
applicable).
8. Engineering resources required from Chartered (including number of
engineers to be located in Orlando, length of stay etc.).
9. Allocation of development costs such as capital, wafers, costs and
expenses.
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ATTACHMENT A-1
INITIAL DEVELOPMENT PLAN
Insert the Initial Development Plan relating to Lucent 0.16(mu)m / Chartered
0.18(mu)m CMOS Logic BEOL Process
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ATTACHMENT B
DESIRED FINANCIAL SUPPORT FROM EDB AND/OR NSTB
Insert description of the types of grants, incentives etc.
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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
Chartered Semiconductor Manufacturing Limited
--------------------------------------------------------------------------------
Joint Development Program
Estimated Project Costs - US$
CSM Front End Day & Back End Xfer Joint Back End Day In Orlando
---------------------------------- -----------------------------
Total- Total- Grand
Units Unit Cost 24 mths Units Unit Cost 24 mths Total
----- --------- ------- ----- --------- ------- -----
MANPOWER
CSM-Salary (Incl.
CPF, Bonus & Other
payroll costs)
Overseas Allow.
Lodging Costs
Transportation
Air fare
Lucent - Salary ****
Travel
MATERIALS
Short Loop Wafers
Processed wafers*
Consummables
Reticles
MISCELLANEOUS
Fabhire analysis
Packaging
Test chips
Offices, supplies, etc.
etc.
CAPEX
Non Cu equipment
Cu equipment
Others (workstations)
-----------------------
Total Project Funding
CSM CONFIDENTIAL
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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
Chartered Semiconductor Manufacturing Ltd
--------------------------------------------------------------------------------
Joint Development Program
NSTB Grant Proposal and Grant Allocation
Qual Costs % Grant Qual Costs % Grants Total
---------- --------- ------ ---------- --------- ------- -----
MANPOWER
MATERIALS
MISCELLANEOUS
CAPEX
Split: ****
Lucent
CSM
-----------------------
Additional costs in
Lucent
Office costs
Travel
Comp for 7 additional
staff
****
Depreciation for 2 yrs
Total grant
Balance to be shared ****
CSM CONFIDENTIAL
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ATTACHMENT C
INFORMATION REQUIRED BY CUSTOMERS, DESIGN SERVICE COMPANIES
AND/OR TEST SERVICE COMPANIES
1. DESIGN INFORMATION
1.1 Design rule
1.2 Layout Description
1.3 ESD, Latch-up, Pad Rules
1.4 DRC,ERC,LVS,LPE
1.5 Dummy pattern Rules
1.6 PSM, OPC Rules
2. DEVICE INFORMATION
2.1 Spice and Device model / Characterization
2.1.1 RAM Cell Tr.
2.1.2 MOS Transistor
2.1.3 Other Devices (BJT, Diode, R, C)
2.1.4 Parasitic Resistor and Capacitor
3. PROCESS INFORMATION
3.1 Simple Process flow/parameters
3.2 Electrical test specification
4. MEMORY DESIGN INFORMATION
4.1 Bit Cell information
4.1.1 GDSII File
4.1.2 Spice Netlist File
5. MASK GENERATION
5.1 Mask Specification
5.2 Bias table
5.3 Mask Layer generation equation
5.4 Dummy pattern algorithm
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S/N DESCRIPTIONS
--- ------------
6. TRANSFER VEHICLE PROGRAM FILES
6.1 Main program file for Pre DS
6.2 Socket file
6.3 All micro pattern files
6.4 Insert to pattern file(SDEF File)
6.5 Probe area file
6.6 Scramble file
7. DEVICE TEST & DESIGN DOCUMENTATION
7.1 Wafer Test Spec
7.2 Wafer Test Pattern Description
7.3 Wafer Test Timing Diagram
7.4 Wafer Test Flow
7.5 Test Commands description
7.6 IPL mode description
8. PROBE CARD DOCUMENT
8.1 Pads size
8.2 Pad to Pad pitch size
8.3 Pad x,y coordinates table
9. FINAL TEST
9.1 Final Test program
9.2 Final Test Spec
9.3 Product Test Flow
9.4 Test board pin connection
9.5 Test board load circuit
9.6 Device data Sheet
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