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EXHIBIT 10.18
REDACTED FOR CONFIDENTIALITY
FIRST ANCILLARY AGREEMENT TO THE TECHNOLOGY TRANSFER AND LICENSE AGREEMENT
This Agreement, a First Ancillary Agreement to the May 20, 1999
TECHNOLOGY TRANSFER AND LICENSE AGREEMENT (TTLA) is made effective
January 24, 2000 ("Effective Date"), by and between Chartered
Semiconductor Manufacturing LTD ("CSM"), a Singapore Corporation, with
principal offices located at 00 Xxxxxxxxx Xxxxxxxxxx Xxxx X, Xxxxxx 0,
Xxxxxxxxx 000000, Chartered Silicon Partners PTE LTD ("CSP"), a
Singapore Corporation, with principal offices located at 00 Xxxxxxxxx
Xxxxxxxxxx Xxxx X, Xxxxxx 0, Xxxxxxxxx 000000, and Motorola, Inc.
("Motorola"), a Delaware corporation, with principal offices located at
0000 Xxxx Xxxxxxxxx Xxxx, Xxxxxxxxxx, Xxxxxxxx 00000.
WHEREAS, Motorola, CSM and CSP desire to revise and update
certain Sections of the TTLA existing between the parties.
NOW THEREFORE, in consideration for the mutual promises
contained herein, the Parties agree as follows:
This First Ancillary Agreement amends Confidentiality Section 9,
particularly to amend Section 9.4, and adds Sections 9.5 and 9.6 to the
May 20, 1999 TECHNOLOGY TRANSFER AND LICENSE AGREEMENT between the
Parties as follows:
SECTION 9.4 IS HEREBY DELETED AND REPLACED WITH THE FOLLOWING LANGUAGE:
9.4 Notwithstanding anything to the contrary in this Agreement, CSM and CSP
will construct a firewall between each of them and any Joint Projects
between CSM or CSP and parties not subject to this Agreement including
Lucent and CSM's joint venture fab with Lucent. This firewall shall
protect the Technical Confidential Information provided or disclosed by
Motorola to CSM or CSP from disclosure to individuals working on or who
will be working on such Joint Projects or in such joint venture fab.
Except as provided in Section 9.5, such firewall shall include CSM and
CSP not assigning employees having knowledge of such Technical
Confidential Information provided or disclosed by Motorola to work on
such Joint Projects or in such joint venture fab for a period of
******************** from the end of the period such employees were
exposed to Technical Confidential Information. For the purposes of this
Section 9.4, Section 9.5, and Section 9.6, "Technical Confidential
Information" shall mean Confidential Information of a technical nature
including but not limited to process recipes, detailed sequences of
steps in a factory control system regarding the manufacture of products,
specific equipment configurations unique to the Logic Process
Technologies. "Technical Confidential Information" shall not include
information of business, marketing, commercial, or financial nature and
any information which is authorized for disclosure pursuant to Sections
2.1.1 or 9.3 of this Agreement. Further, for purposes of
CONFIDENTIAL TREATMENT REQUESTED
The asterisked portions of this document have been
omitted and are filed separately with the Securities and
Exchange Commission.
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this Section 9.4, and Section 9.5, "Joint Projects" shall mean projects
between CSM or CSP and parties not subject to this Agreement, for
development of new manufacturing processes, new process technologies or
significant developments to other process technology, such as new
stand-alone blocks of process technology that are separate from but may
be coupled with the other process technology and when coupled with other
process technology, enable the manufacture of products having increased
functionality. "Joint Projects" shall not include improvements to other
process technology such as changes or additions to a process which
improves or modifies it in some manner, including but not limited to
increasing manufacturing throughput, increasing the performance, quality
or yield of devices manufactured using the process, decreasing the cost
of utilizing the process, or enabling the use of different materials.
ADD THE FOLLOWING SECTIONS 9.5 AND 9.6:
9.5 CSM and CSP shall not be restricted from transferring process technology
that is not Logic Process Technologies, including but not limited to
process technology developed in Joint Projects, into or out of the CSP
fab, provided however that only Chartered Employees may enter the CSP
fab as part of the transfer. "Chartered Employees" shall mean employees
of CSM or CSP or employees of Agilent Technologies, Inc. assigned
full-time to CSM or CSP. Provided that the Chartered Employees that are
part of the transfer are not exposed to the process recipes, or detailed
sequences of steps in a factory control system regarding the manufacture
of products, which constitute portions of the Technical Confidential
Information, and were not working directly with the Technical
Confidential Information prior to the start of the transfer, they are
free to be immediately reassigned. Further, CSM and CSP may utilize
expert Chartered Employees not normally assigned to the CSP fab to
resolve problems that arise with either quantity or quality that result
from using the other process technologies transferred into CSP. Provided
these expert Chartered Employees are not exposed to the process recipes,
or detailed sequences of steps in a factory control system regarding the
manufacture of products, which constitute portions of the Technical
Confidential Information, they are free to be immediately reassigned.
Also, CSM and CSP are free to utilize Chartered Employees to provide
centralized services including quality assurance, supply management, and
certain equipment maintenance and repair. Provided the Chartered
Employees providing these centralized services are not exposed to the
process recipes, or detailed sequences of steps in a factory control
system regarding the manufacture of products, which constitute portions
of the Technical Confidential Information, they are free to be
immediately reassigned.
9.6 Assurances: Motorola shall have the right to review the CSP procedures
for protecting Logic Process Technologies from inadvertently
contaminating other process technologies. Motorola shall provide
reasonable notice of such reviews, and such reviews shall occur no more
frequently than once each
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calendar quarter. Further, Motorola shall, at its own expense, have the
right to have a technical audit performed by a mutually agreed upon
third party. This technical audit shall be narrowly focused, based upon
specific concerns raised by the Motorola review of the CSP procedures.
The selection of the mutually agreed upon third party to perform the
technical audit shall occur within five (5) working days of receipt by
CSP of the specific concerns raised by the Motorola review of the CSP
procedures. The mutually agreed upon third party shall be granted access
to all necessary confidential information, but shall not include any
non-Motorola confidential information in reporting the results of the
technical audit to Motorola. The duration of the technical audit shall
not exceed twenty-one (21) days.
IN WITNESS WHEREOF, the undersigned Parties have duly executed this First
Ancillary Agreement as of the Effective Date.
Chartered Silicon Partners Pte Ltd
By: /s/ Xxxxx Xxxxx
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Title: Agilent CSP Program Manager
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Date: January 24, 2000
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Chartered Semiconductor Manufacturing Ltd
By: /s/ Xxxxx Xxxxx
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Title: VP Strategic Development
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Date: January 24, 2000
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Motorola, Inc.
By: Xxxxx X. Xxxxxx
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Title: Vice President & Director
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Worldwide External Technology
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Date: January 10, 2000
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