1
EXHIBIT 10.3
REDACTED FOR CONFIDENTIALITY
Effective as of 22 March 2001
AGERE SYSTEMS SINGAPORE PTE LTD
(formerly known as "Lucent Technologies Microelectronics Pte Ltd")
- and -
CHARTERED SEMICONDUCTOR MANUFACTURING LTD
- and -
SILICON MANUFACTURING PARTNERS PTE LTD
-------------------------------------------------------
AMENDMENT AGREEMENT (NO. 2)
TO
LICENSE AND TECHNOLOGY TRANSFER AGREEMENT
DATED 17 FEBRUARY 1998
-------------------------------------------------------
CONFIDENTIAL TREATMENT REQUESTED
--------------------------------
THE ASTERISKED PORTIONS OF THIS DOCUMENT HAVE
BEEN OMITTED AND ARE FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION
2
AMENDMENT AGREEMENT (NO. 2)
THIS AMENDMENT AGREEMENT (NO. 2) is effective as of 22 March 2001
BETWEEN:-
(1) AGERE SYSTEMS SINGAPORE PTE LTD (formerly known as Lucent Technologies
Microelectronics Pte Ltd) ("Agere"), a company incorporated in Singapore,
with its principal place of business at 0, Xxxxxxx Xxxxxx, Xxxxx Ayer
Xxxxxxxxxx Xxxx, Xxxxxxxxx 000000;
(2) CHARTERED SEMICONDUCTOR MANUFACTURING LTD ("CSM"), a company incorporated
in Singapore with its registered office at 00, Xxxxxxxxx Xxxxxxxxxx Xxxx X,
Xxxxxx 0, Xxxxxxxxx 000000; and
(3) SILICON MANUFACTURING PARTNERS PTE LTD ("JV COMPANY"), a company
incorporated in Singapore with its registered office at 00, Xxxxxxxxx
Xxxxxxxxxx Xxxx X, Xxxxxx 0, Xxxxxxxxx 000000.
Agere, CSM and JV COMPANY are collectively referred to herein as "Parties" and
individually referred to herein as a "Party".
WHEREAS:-
(A) The Parties have entered into a License and Technology Transfer Agreement
dated 17 February 1998 (the "License and Technology Transfer Agreement").
(B) The Parties have entered into an Amendment Agreement (No.1) to vary the
License and Technology Transfer Agreement with effect from 27 July 2000.
(C) The Parties are entering into this Amendment Agreement (No.2) to vary the
License and Technology Transfer Agreement with effect from the effective
date of this Amendment Agreement (No. 2). Further, this Amendment Agreement
(No. 2) shall replace the Amendment Agreement (No. 1) in its entirety.
IT IS AGREED as follows:-
1. INTERPRETATION
All terms and references used in the License and Technology Transfer
Agreement and which are defined or construed in the License and Technology
Transfer Agreement but are not defined or construed in this Amendment
Agreement (No. 2) shall have the same meaning and construction in this
Amendment Agreement (No. 2) as in the License and Technology Transfer
Agreement.
1
3
2. AMENDMENTS TO THE LICENSE AND TECHNOLOGY TRANSFER AGREEMENT
The Parties agree that with effect from the date of this Amendment
Agreement (No. 2):-
(A) All references to "Lucent" in the License and Technology Transfer
Agreement shall be amended by deleting the same and replacing
therewith, the word "Agere".
(B) The following exhibits of the License and Technology Transfer
Agreement
- Exhibit A Lucent's Technical Information
- Exhibit B Lucent's Restricted Technical Information
- Exhibit C CSM's Technical Information
- Exhibit D CSM's Restricted Technical Information
- Exhibit E Technical Information Which May Be Disclosed To
Customers
shall be amended by deleting the said exhibits in their entirety and
replacing therewith, the exhibits attached to this Amendment Agreement
(No. 2) and marked as
- "Exhibit A Agere's Technical Information"
- "Exhibit B Agere's Restricted Technical Information"
- "Exhibit C CSM's Technical Information"
- "Exhibit D CSM's Restricted Technical Information"
- "Exhibit E Technical Information Which May Be Disclosed to
Customers" respectively.
3. SAVING AND INCORPORATION
(A) Save as expressly amended by this Amendment Agreement (No. 2), the terms
and conditions of the License and Technology Transfer Agreement shall
continue to be in full force and effect in all other respects.
(B) The License and Technology Transfer Agreement and this Amendment Agreement
(No. 2) shall be construed as one document and this Amendment Agreement
(No. 2) shall be deemed to be part of the License and Technology Transfer
Agreement. Where the context so permits, references in the License and
Technology Transfer Agreement and in this Amendment Agreement (No. 2) to
"the License and Technology Transfer Agreement" or "this Agreement" shall
be read and construed as references to the License and Technology Transfer
Agreement as amended and supplemented by this Amendment Agreement (No. 2).
2
4
4. GOVERNING LAW
This Amendment Agreement (No. 2) shall be interpreted in accordance with
the law of the State of New York, United States of America, without regard
to conflicts of laws provisions.
I N W I T N E S S W H E R E O F the parties have entered into this Amendment
Agreement (No. 2) as of the latest date stated below.
AGERE SYSTEMS SINGAPORE PTE LTD (FORMERLY KNOWN AS" LUCENT TECHNOLOGIES
MICROELECTRONICS PTE LTD")
By: /s/ Xxxx Xxxxx
------------------------------------------------
Xxxx Xxxxx
Director
Date: 22 March 2001
----------------------------------------------
CHARTERED SEMICONDUCTOR MANUFACTURING LTD
By: /s/ Xxxx Xxxxxx
------------------------------------------------
Xxxx Xxxxxx
VP & Chief Technology Officer
Date: 2 April 2001
----------------------------------------------
SILICON MANUFACTURING PARTNERS PTE LTD
By: /s/ Xxxx Xxxxxx
------------------------------------------------
Xxxx Xxxxxx
General Manager
Date: 2 April 2001
----------------------------------------------
3
5
EXHIBIT A
AGERE'S TECHNICAL INFORMATION
Agere's Technical Information shall comprise the following:
(A) Agere's **** and **** and **** Digital and Linear Process Technologies
1. Process Flow
2. Process Log
3. Process recipes and tool set-ups
4. Target film thicknesses
5. Schematic cross-sections
6. Electrical specifications
7. Layout rules
8. Transistor spice files
9. Device characterization data
10. Process characterization data
11. Process capability data
12. Yield and Defect Density Trend data
13. Reliability Characterisation data and Qualification Reports
14. FMA results
15. Equipment and Materials specifications
Agere's Technical Information shall not include Agere's BiCMOS, FLASH and
embedded DRAM modules.
(B) The following modules in Agere's *********** Process Technology:
1. ********* module
2. **************** module
3. Any other module required for the manufacture of products that are jointly
developed by Agere and ************* and that Agere agrees in writing may
be manufactured by CSM.
CSM's right to use Agere's Technical Information specified in (B) above is
limited to such use in connection with the manufacture of such jointly-developed
products for ************* and not for the manufacture of any other products.
4
6
EXHIBIT B
AGERE'S RESTRICTED TECHNICAL INFORMATION
Agere's BiCMOS, FLASH and embedded DRAM modules.
1. Process Flow
2. Process Log
3. Process recipes and tool set-ups
4. Target film thicknesses
5. Schematic cross-sections
6. Electrical specifications
7. Layout rules
8. Transistor spice files
9. Device characterization data
10. Process characterization data
11. Process capability data
12. Yield and Defect Density Trend data
13. Reliability Characterisation data and Qualification Reports
14. FMA results
15. Equipment and Materials specifications
5
7
EXHIBIT C
CSM'S TECHNICAL INFORMATION
(A) For the following Process Modules,
(1) CSM's ********************** Process Technology;
(2) CSM's ********************** Process Technology;
(3) CSM's ********************** Process Technology;
(4) CSM's ********************** Process Module;
(5) CSM's ********************** Process Technology;
(6) CSM's ********** Process Technology;
(7) CSM's ***************** Process Technology; and
(8) CSM's ********** Process Technology.
CSM will provide the following Technical Information:
1. Process Flow
2. Process Log
3. Process recipes and tool set-ups
4. Target film thicknesses
5. Schematic cross-sections
6. Electrical specifications
7. Layout rules
8. Transistor spice files
9. Device characterization data
10. Process characterization data
11. Process capability data
12. Yield and Defect Density Trend data
13. Reliability Characterisation data and Qualification Reports
14. FMA results
15. Equipment and Materials specifications
6
8
(B) CSM's Technical Information shall not include :-
(1) any of CSM's customer specific derivative process technologies based on any
of CSM's baseline Process Technologies listed above in Section A of this
Exhibit C;
(2) CSM's ******************** Process Technologies;
(3) CSM's ******************** Process Technologies; and
(4) CSM's ******************** Process Technologies.
7
9
EXHIBIT D
CSM'S RESTRICTED TECHNICAL INFORMATION
The following information:
1. Process Flow
2. Process Log
3. Process recipes and tool set-ups
4. Target film thicknesses
5. Schematic cross-sections
6. Electrical specifications
7. Layout rules
8. Transistor spice files
9. Device characterization data
10. Process characterization data
11. Process capability data
12. Yield and Defect Density Trend data
13. Reliability Characterisation data and Qualification Reports
14. FMA results
15. Equipment and Materials specifications
relating to :-
(1) any of CSM's customer specific derivative process technologies based on any
of CSM's baseline Process Technologies listed above in Section A of Exhibit
C;
(2) CSM's ***************** Process Technologies;
(3) CSM's ***************** Process Technologies; and
(4) CSM's ***************** Process Technologies.
8
10
EXHIBIT E
TECHNICAL INFORMATION WHICH MAY BE DISCLOSED TO CUSTOMERS
The following portions of Agere's Technical Information (Exhibit A) and CSM's
Technical Information (Exhibit C) can be provided to customers under appropriate
confidentiality terms in accordance with the provisions of Article 4:
1. Process Information
Process Name
Technology
Process Type
Number of Poly Layers
Number of Metal Layers
Poly Type
Voltage Type
Module Addition
Process Description
Starting Material Type(s)
Non-EPI Layer
Epitaxial Layer
Process Runsheet Spec
Non-Proprietary Process Flow Spec
Schematic Cross-Sections
Topological Design Rule Spec
Mask Bias Table Spec
Number of Reticles
Number of Masking Layers
Frame Doc #
Frame Table #
Reliability Spec
CSM's ***** and ***** Bitcells
9
11
2. Electrical Test Information
Spice Model Spec
Xxxxx - 00
Xxxxx - 00
Xxxxx - 00
Xxxxx - 53
BSIM3
Electrical Parameters Spec
Electrical Test Spec
Electrical Test Program Spec
3. Qualification Plan
Reliability Results Report (at QA)
Qual Report
4. Phase of Process
Engineering Prototype/ Pilot Production/ Production
10
