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EXHIBIT 10.14
REDACTED FOR CONFIDENTIALITY
TECHNOLOGY TRANSFER
AND LICENSE AGREEMENT
This Technology Transfer and License Agreement ("Agreement") is entered into as
of May 20, 1999 (the "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.
RECITALS
Whereas, Motorola is a manufacturer of silicon semiconductor devices and has
developed and will further develop, independently and with others, state of the
art manufacturing process technologies known as the HiperMOS processes.
Whereas CSM and CSP are manufacturers of silicon semiconductor devices and
desire to license and utilize the HiperMOS processes developed and to be
developed by Motorola independently and with others.
Whereas, the companies believe that entering into this Agreement will provide
value for each company and their respective customers by increasing the
likelihood of acceptance and success of the HiperMOS processes, leveraging the
capital costs required, and increasing the quantity and quality of product
offerings available from each company.
Now, therefore, in consideration of the rights and obligations set forth in this
Agreement, the parties agree as follows:
AGREEMENT
1. Definitions
1.1 "Acquired Party" means a party to this Agreement that undergoes a
Change of Control.
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1.2 "Acquiring Party" means the person or entity that acquires fifty
percent (50%) or more of the outstanding voting securities of a
party to this Agreement, such that the party being acquired
undergoes a Change of Control.
1.3 "Change of Control" means the acquisition by a single legal entity
or natural person of fifty percent (50%) or more of the outstanding
securities of a party entitled to vote for the board of directors of
such party.
1.4 "Confidential Information" means any information disclosed by a
party (the "Disclosing Party") to the another party (the "Receiving
Party") pursuant to this Agreement in a context which would cause a
reasonable person to believe the information is intended to be
treated as confidential, including but not limited to, documents
expressly designated as confidential, and information related to any
party's manufacturing processes, products, employees, facilities,
equipment, security systems, information systems, finances, product
plans, marketing plans, suppliers, or distributors; provided,
however that "Confidential Information" shall not include
information that: (i) is now available or becomes available to the
public without breach of this Agreement; (ii) is explicitly approved
for release by written authorization of the Disclosing Party; (iii)
is lawfully obtained from a third party or parties without a duty of
confidentiality; (iv) is disclosed to a third party by the
Disclosing Party without a duty of confidentiality; (v) is known to
the Receiving Party prior to disclosure; or (vi) is at any time
developed by the Receiving Party independently of any such
disclosure(s) from the Disclosing Party.
1.5 "CSM Technology" means technology developed solely and/or owned
solely by CSM and all solely owned intellectual property pertaining
thereto.
1.6 "CSP Technology" means technology developed solely and/or owned
solely by CSP and all solely owned intellectual property pertaining
thereto.
1.7 "Derivative Process" means a semiconductor fabrication process,
other than Logic Process Technologies which incorporates,
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modifies or uses steps or elements developed for and/or utilized in
Logic Process Technologies.
1.8 "Dual Gate Oxide Module" means a Process Module enabling the
integration of a dual thickness gate oxide layer onto a single
semiconductor chip.
1.9 "Improvement" means a change or addition 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; provided, however, that a change or addition
will constitute an Improvement only if the process after such
Improvement still fits within the definition for that process (e.g.,
XXX0X, XXX0X or HIP7L) set forth in this Agreement. For the purposes
of this Agreement, same generation process shrinks shall be
considered an Improvement but an Improvement shall not include a
Process Module.
1.10 "Intellectual Property" means all intellectual property including
but not limited to copyrights, trade secrets, and know how but
specifically excluding patents.
1.11 "IP Expenses" are fees, costs, or other charges related to securing
and maintaining intellectual property rights (including patent
rights) other than IP Fees and Translation Expenses.
1.12 "IP Fees" are fees or other charges required to be paid to a
governmental agency, governmental office, or other governmental
entity to secure and maintain intellectual property rights
(including patent rights) and include filing fees, registration
fees, issue fees, maintenance fees, annual taxes, and annuities.
1.13 "Joint Technology" means: (i) with respect to copyrightable material
or work subject to protection under Chapter 9 of Title 17 of the
U.S. Code (Semiconductor Chip Protection Act), such material or work
qualifies as a "joint work" under 17 U.S.C. Section 101; (ii) with
respect to inventions subject to patent protection, employees of at
least two parties to this Agreement were "joint inventors" of such
invention under 35 U.S.C. Section
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116; and (iii) with respect to matter subject to trade secret
protection, at least two parties to this Agreement made substantial
contributions to such matter. Where a product or process consists of
multiple parts, elements or steps, each of which is capable of being
subject to a claim of ownership, each such part, element or step
will be analyzed separately to determine if it constitutes Joint
Technology.
1.14 "Logic Process Technologies" means collectively XXX0X, XXX0X, and
HIP7L and "Logic Process Technology" means singularly XXX0X, XXX0X,
and HIP7L, including the Dual Gate Oxide Module (as it becomes
available) as are defined generally below and are defined more
specifically in documents for each Logic Process Technology set
forth in Appendix A1. Appendix A2 is solely for the purpose of
transfer verification, and shall not be used in the interpretation
of this Section nor for any purposes other than determining whether
Motorola has met its obligations to transfer a Logic Process
Technology. Appendices A1 and A2 will be updated as necessary to
include documents to specifically describe each new Logic Process
Technology as it is developed.
(a) "HIP5L" means a high performance copper interconnect logic
process for manufacturing logic devices based on 0.22 micron
general design rules with a nominal Lpoly/Xxxx of 0.15 micron.
(b) "HIP6L" means a high performance copper interconnect logic
process for manufacturing logic devices based on 0.18 micron
general design rules with a nominal Lpoly/Xxxx of 0.13 micron.
(c) "HIP7L" means a high performance copper interconnect logic
process for manufacturing logic devices based on 0.12 micron
general design rules with a nominal Lpoly/Xxxx of 0.10 micron.
1.15 "Motorola Technology" means technology developed solely and/or owned
solely by Motorola or by Motorola and others not a party to this
agreement including the Logic Process Technologies and all solely
owned intellectual property pertaining thereto.
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1.16 "Net Revenue" means the gross receipts received by CSP or CSM or the
full commercial value realized (as if products were sold on the open
market in an arm's length transaction), whichever is greater, from
the sale of products in wafer form to customers other than Motorola
less any taxes, duties, freight charges, insurance, discounts,
credits, commissions paid to third parties, and returns.
1.17 "Non-Acquired Party" means a party to this Agreement when the other
party undergoes a Change of Control.
1.18 "Power PC Microprocessors" means microprocessors designed for the
personal computing environment and embedded applications utilizing
the industry desktop and embedded Power PC architectures and
instruction sets.
1.19 "Process Module" means a stand-alone block of process technology
that is separate from but may be coupled with Logic Process
Technologies and when coupled with Logic Process Technologies,
enables the manufacture of products having increased functionality.
1.20 "Specified Equipment Manufacturer(s)" means a company that is a
customer of CSP or CSM, whose primary business is not the
manufacture or sale of semiconductor devices, whose annual sales of
semiconductor devices to the merchant market are less than one
percent (1%) of such company's net sales, and whose annual net sales
to the merchant market of semiconductor devices manufactured using
the Logic Process Technologies do not exceed twenty five million
dollars ($25,000,000.00). A company shall cease to be a Specified
Equipment Manufacturer at any time that the requirements of this
Section 1.20 are not met.
1.21 "Subsidiary" means a corporation, company, or other entity:
(a) more than fifty percent (50%) of whose outstanding shares or
securities (representing the right to vote for the election of
directors or other managing authority) are now or hereafter,
owned or controlled, directly or indirectly, by a party
hereto, but such corporation, company, or other entity
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shall be deemed to be a Subsidiary only so long as such
ownership or control exists;
(b) which does not have outstanding shares or securities, as may
be the case in a partnership, joint venture or unincorporated
association, but more than fifty percent (50%) of whose
ownership interest representing the right to make the
decisions for such corporation, company, or other entity is
now or hereafter, owned or controlled, directly or indirectly,
by a party hereto, but such corporation, company, or other
entity shall be deemed to be a Subsidiary only so long as such
ownership or control exists.
1.22 "Transfer Period" means the period of time beginning with the
initiation of the transfer of a particular Logic Process Technology
by Motorola into a single CSP fab and ending with the qualification
of that particular logic Process Technology in the CSP fab.
1.23 "Translation Expenses" are fees, costs, or other charges related to
translating patent applications and copyright registrations.
1.24 "X86 Microprocessors" means microprocessors designed for personal
computers and servers compatible with X86 versions of Microsoft
Corporation's Windows(R) operating systems, and utilizing the
industry standard X86 architecture and instruction sets.
2. Information Transfer
2.1 Motorola will provide to CSP and CSM design rules (including I/O and
pad modules), target library information, tool set lists, and
process flows for each of the Logic Process Technologies in
accordance with the schedule set forth in Appendix B or earlier if
available. Motorola will further provide updates, modifications, and
corrections to the design rules, target library information, tool
set lists, and process flows within a reasonable time period after
their initial availability. Notwithstanding the above, failure to
meet the schedule set forth in Appendix B shall not be considered a
breach of this Agreement. Motorola will, however, use reasonable
commercial efforts to meet such schedule and if Motorola believes
the schedule will not be met, will promptly
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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
notify CSP and CSM and the parties will cooperate to develop a new
schedule to the satisfaction of all parties and/or confer with CSP
and CSM regarding possible remedies in the event that any delay
significantly affects any party hereto. In the event that the tasks
set forth in Appendix B are not achieved within ********************
for HIP6L or ******************** for HIP7L, then CSP or CSM may, at
their option, terminate this Agreement for convenience and Section
10.3 hereof shall apply.
2.1.1 CSP and CSM may provide design rules, target library
information, and the information set forth in Appendix F to
customers and EDA tool vendors subject to the execution of
confidentiality agreements having terms substantially similar
to those in Appendix D between CSP or CSM and such entities.
CSM and CSP may further provide the test and assembly
information set forth in Rider F of Appendix F only to ST
Assembly Test Services Ltd subject to the execution of a
confidentiality agreement having terms substantially similar
to those in Appendix D.
2.2 Motorola, CSP, and CSM agree to discuss the possibility of the joint
development of libraries for parties not subject to this Agreement.
The parties hereto further agree to include Hewlett Packard Company
and its successors having an ownership interest in CSP in such
discussions upon request of any of the parties.
2.3 Upon the request of CSP and CSM and reasonable notice to Motorola,
Motorola will provide detailed information to CSP and CSM regarding
the development status of any of the Logic Process Technologies
including when Motorola believes a particular Logic Process
Technology will be ready to manufacture a product for a first
commercial shipment and further agrees to confer with CSM and CSP in
devising methods to accelerate such first commercial shipment.
Motorola will further, in good faith, consider inputs and requests
relating to the development of the Logic Process Technologies
provided by CSP and CSM although Motorola will not be obligated to
incorporate such input or requests into the Logic Process
Technologies.
3. Technology Transfer and Technical Assistance
3.1 In partial consideration for the amounts payable under Sections
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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
7.2, 7.3, and 7.4 of this Agreement and no later than sixty (60)
days after execution of this Agreement or the completion of a
transfer of each particular Logic Process Technology from a Motorola
research and development facility or pilot line to a Motorola
production fab and qualification of the particular Logic Process
Technology in that fab, Motorola will initiate the transfer of the
particular Logic Process Technology to a single CSP production fab.
It will be the responsibility of CSP to ensure that the CSP
production fab into which the particular Logic Process Technology is
being transferred is equipped in such a manner as to be compatible
with the particular Logic Process Technology. The transfer will
occur in a reasonable period of time and as set forth in Appendix C.
The parties understand that there are significant risks associated
with the transfer of a new technology and will work together to
enable a smooth transfer. Motorola will have no obligation to
provide any assistance in the transfer of the Logic Process
Technologies to CSP or CSM facilities other than to the single CSP
production fab set forth above.
3.2 During the Transfer Period for each Logic Process Technology and at
the request of CSP, Motorola will manufacture for CSP and CSM within
a commercially reasonable cycle time, ************** prototype wafer
******************** wafers per month which meets mutually agreed
upon electrical testing specifications. This manufacturing of the
prototype wafer lots will be subject to the parties agreeing on a
reasonable price therefor. CSP and CSM may use members of their
transfer team for the particular Logic Process Technology to assist
Motorola in its facility in the processing of such prototype wafer
lots. The parties agree that it will be desireable for CSP to employ
multiple CSP product reticles and/or masks in the manufacturing of
the prototype wafer lots and will attempt to do so if, in the
discretion of Motorola, such employ will not unreasonably hinder the
development or transfer of Logic Process Technologies.
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3.3 CSP, CSM, and Motorola will provide, without compensation or other
obligation, Improvements made by them or implemented in a Logic
Process Technology to each of the other parties hereto. Improvements
shall be transferred to the other parties within a reasonable time
after they are made.
4. Ownership
4.1 CSP Technology. CSP is the sole and exclusive owner of the CSP
Technology. Any Improvement, Derivative Process, or Process Module
developed solely by CSP will be CSP Technology, without affecting
Motorola's or others' existing ownership of any Logic Process
Technology or other Motorola Technology from which such Improvement,
Derivative Process, or Process Module is derived.
4.2 CSM Technology. CSM is the sole and exclusive owner of the CSM
Technology. Any Improvement, Derivative Process, or Process Module
developed solely by CSM will be CSM Technology, without affecting
Motorola's or others' existing ownership of any Logic Process
Technology or other Motorola Technology from which such Improvement,
Derivative Process, or Process Module is derived.
4.3 Motorola Technology. Motorola is the sole and exclusive owner of the
Motorola Technology. Any Improvement, Derivative Process, or Process
Module developed solely by Motorola will be Motorola Technology,
without affecting CSM's or CSP's existing ownership of any CSM
Technology, CSP Technology, or Improvements from which such
Improvement, Derivative Process, or Process Module is derived.
4.4 Joint Technology. Any Improvement, Derivative Process, or Process
Module developed jointly by CSP, CSM, and/or Motorola will be deemed
Joint Technology without affecting Motorola's existing ownership in
the Logic Process Technologies or other Motorola Technology or CSM's
or CSP's existing ownership of any CSM Technology, CSP Technology,
or Improvement from which such Improvement, Derivative Process, or
Process Module is derived. CSP, CSM, and Motorola will each have an
undivided ownership interest in Joint Technology and any
intellectual property obtained thereon to which the particular party
contributed. The parties shall cooperate in executing and
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reviewing any documents and taking any actions necessary to obtain
and maintain intellectual property protection of the Joint
Technology. In the case of each discovery, improvement, invention,
program or code that is Joint Technology, the parties shall
determine whether or not to file patent applications or register
copyrights in the United States and other countries. IP Expenses for
preparing each joint application or registration shall be borne by
the party that prepares and files the application or registration.
Prior to filing, the non-filing party will be notified and requested
to pay its equal pro rata share of all IP Fees and Translation
Expenses. In the event that the non-filing party does not notify the
requesting party in sixty (60) days in writing that it will pay its
equal pro rata share of such IP Fees and Translation Expenses or if
one party desires to obtain intellectual property protection for
specific Joint Technology (such as filing for patent protection in a
certain country) and the other party does not wish to obtain such
protection for such Joint Technology, then the party seeking such
protection will control and pay the cost of such prosecution, but
the filing will still reflect both parties as joint owners. In the
event of an enforcement action for Joint Technology depending on
intellectual property protection the procurement of which was paid
for by only one party, any recovery will first go to reimburse the
party for the cost of obtaining such protection. Whenever the
parties agree that an infringement action should be brought based on
Joint Technology, the parties will jointly direct and share in the
cost of bringing such action. In the event one party wishes to
pursue an infringement action, and the other party does not, the
party bearing the cost will control the action and will be allowed
to retain any sums recovered in bringing such action. The other
party may, at its option, cooperate in appearing as a plaintiff in
such action and in providing information and testimony in support of
such action. In connection with such support and testimony, the
party bearing the costs of the action will pay out-of-pocket
expenses of the other party (e.g., travel expenses), but will not be
required to compensate the other party for the time of its employees
and other incidental costs (e.g., photo-copying charges).
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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
4.5 No Implied Licenses. This Agreement grants no licenses under any
intellectual property except as expressly provided herein.
5. Licenses
5.1 Motorola hereby grants to CSP under Motorola Intellectual Property,
a *****************************************************************
license, without the right to sublicense, to:
(i) practice the methods and processes of the Logic Process
Technologies and Motorola Improvements to the Logic Process
Technologies,
(ii) make, use, import, sell, offer for sale, or otherwise dispose
of devices manufactured using the Logic Process Technologies,
Motorola Improvements to the Logic Process Technologies,
Derivative Processes, and Process Modules, and
(iii) make Improvements to the Logic Process Technologies, Motorola
Improvements to the Logic Process Technologies, Process
Modules, and Derivative Processes using the Logic Process
Technologies.
5.2 Motorola hereby grants to CSM under Motorola Intellectual Property,
a *****************************************************************
license, without the right to sublicense, to:
(i) practice the methods and processes of the Logic Process
Technologies and Motorola Improvements to the Logic Process
Technologies,
(ii) make, use, import, sell, offer for sale, or otherwise dispose
of devices manufactured using the Logic Process Technologies,
Motorola Improvements to the Logic Process Technologies,
Derivative Processes, and Process Modules, and
(iii) make Improvements to the Logic Process Technologies, Motorola
Improvements to the Logic Process Technologies, Process
Modules, and Derivative Processes using the Logic Process
Technologies.
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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
5.3 CSP hereby grants to Motorola under CSP Intellectual Property, a
******************************************************** license,
including the right to sublicense, to:
(i) practice the methods and processes of the Logic Process
Technologies and CSP Improvements to the Logic Process
Technologies,
(ii) make, have made, use, import, sell, offer for sale, or
otherwise dispose of devices manufactured using the Logic
Process Technologies, CSP Improvements to the Logic Process
Technologies, Derivative Processes, and Process Modules, and
(iii) make further Improvements to the Logic Process Technologies
and CSP Improvements to the Logic Process Technologies,
Process Modules, and Derivative Processes using the Logic
Process Technologies and CSP Improvements to the Logic Process
Technologies.
5.4 CSM hereby grants to Motorola under CSM Intellectual Property, a
******************************************************** license,
including the right to sublicense, to:
(i) practice the methods and processes of the Logic Process
Technologies and CSM Improvements to the Logic Process
Technologies,
(ii) make, have made, use, import, sell, offer for sale, or
otherwise dispose of devices manufactured using the Logic
Process Technologies, CSM Improvements to the Logic Process
Technologies, Derivative Processes, and Process Modules, and
(iii) make further Improvements to the Logic Process Technologies
and CSM Improvements to the Logic Process Technologies,
Process Modules, and Derivative Processes using the Logic
Process Technologies and CSM Improvements to the Logic Process
Technologies.
5.5 Prior to ************* with respect to HIP5L and within ***********
of the first commercial shipment (regardless of quantity or price)
by
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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
Motorola of a product manufactured using a particular Logic Process
Technology other than HIP5L, CSP and CSM may sell unlimited
quantities of products manufactured using the particular Logic
Process Technology and Improvements thereto ************************
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and other companies expressly approved in writing by Motorola. Prior
to ************ with respect to HIP5L and within *********** of
the first commercial shipment (regardless of quantity or price) by
Motorola of a product manufactured using the particular Logic
Process Technology other than HIP5L, CSP and CSM may sell or
otherwise dispose of only engineering and prototype sample
quantities of products manufactured using the particular Logic
Process Technology and Improvements thereto to companies other than
those set forth above in this Section 5.5.
5.6 After ************* with respect to HIP5L and *********** after the
first commercial shipment by Motorola of a product manufactured
using a particular Logic Process Technology other than HIP5L, CSM
and CSP may sell unlimited quantities of products manufactured using
the particular Logic Process Technology and improvements thereto to
the merchant market.
5.7 Prior to ************* with respect to HIP5L and within ***********
of the first commercial shipment (regardless of quantity or price)
by Motorola of a product manufactured using a particular Logic
Process Technology other than HIP5L, the rights and licenses set
forth in Sections 5.1 and 5.2 above with respect to that particular
Logic Process Technology are to be exercised only *****************
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**************************.
5.7.1 Notwithstanding, CSM may install the particular Logic Process
Technology in ******************************* but may produce
products manufactured using the particular Logic
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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
Process Technology ********************** with respect to
HIP5L and within ************* of the first commercial
shipment by Motorola of a product manufactured using the
particular Logic Process Technology other than HIP5L only in
the event that such single CSP production fab fails to produce
products.
5.7.2 Notwithstanding, in the event that *************************
*** is unable to produce sufficient quantities of products
manufactured using the particular Logic Process Technology
for *********************************************************
pursuant to Section 5.5 above, CSM shall be entitled to
manufacture products using the particular Logic Process
Technology in *********************************************
***********************************************************
***********************************************************
***********************************************************
with respect to HIP5L and within ************* of the first
commercial shipment by Motorola of a product manufactured
using the particular Logic Process Technology other than
HIP5L.
After ************* with respect to HIP5L and ************ after the
first commercial shipment (regardless of quantity or price) by
Motorola of a product manufactured using a particular Logic Process
Technology other than HIP5L, CSM and CSP may transfer the particular
Logic Process Technology into **************************************
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******************* During the term of this Agreement, Motorola will
further negotiate in good faith with CSM and CSP to expand such
rights and licenses to include ********************************* nor
jointly owned as described in this paragraph. After the expiration
of this Agreement, Motorola shall, at CSM's or CSP's request,
promptly ***************************** granted in Sections 5.1 and
5.2 of this Agreement, subject to all other surviving clauses of
this Agreement, to ***************************. Notwithstanding
anything to the contrary herein, Motorola may require that CSM
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or CSP construct appropriate firewalls pursuant to Section 9.4 of
this Agreement to protect Confidential Information and trade secrets
of Motorola or others.
5.8 Prior to July 31, 2002 with respect to HIP5L and within four (4)
years of the first commercial shipment by Motorola of a product
manufactured using a particular Logic Process Technology other than
HIP5L, Motorola agrees that it will not license that particular
Logic Process Technology solely for cash or other financial
interest. This does not prohibit Motorola from licensing a
particular Logic Process Technology for something other than cash or
other financial interest, for a combination of cash or other
financial interest and something other than cash or other financial
interest, or for any other reason whatsoever. Further, this does not
prohibit any party not subject to this agreement from licensing a
particular Logic Process Technology solely for cash or other
financial interest or for any other reason whatsoever.
5.9 Prior to July 31, 2001 with respect to HIP5L and within three (3)
years of the first commercial shipment by Motorola of a product
manufactured using a particular Logic Process Technology other than
HIP5L, Motorola agrees that it will license no more than one (1)
entity, in addition to CSP and CSM, having a principal business of
providing foundry semiconductor manufacturing for others to provide
products manufactured using that particular Logic Process Technology
to the merchant market solely to obtain foundry manufacturing
services for Motorola.
5.9.1 In the event that Motorola licenses such a foundry entity as
set forth above, the license agreement will:
5.9.1.1 not allow such entity to provide products manufactured
using a particular Logic Process Technology to the
merchant market until October 31, 2000 with respect to
HIP5L and twenty seven (27) months after the first
commercial shipment by Motorola of a product
manufactured using that particular Logic Process
Technology other than HIP5L;
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5.9.1.2 provide that the technology transfer for the
particular Logic Process Technology begins no earlier
than ninety (90) days following the technology
transfers set forth in Section 3.1 above;
5.9.1.3 not provide for the provision by Motorola to such
entity of prototype wafer lots prior to that entity's
internal qualification of a particular Logic Process
Technology;
5.9.1.4 not allow such entity to provide engineering and
prototype sample quantities to merchant market
customers until July 31, 2000 with respect to HIP5L
and two (2) years after the first commercial shipment
by Motorola of a product manufactured using a
particular Logic Process Technology other than HIP5L;
and
5.9.1.5 grant such entity, based on the totality of all terms
in the agreement and at the reasonable discretion of
Motorola, terms no more favorable than those of this
Agreement.
5.10 Notwithstanding Section 5.9 above, Motorola may license any entity
having a principal business of providing foundry semiconductor
manufacturing for others to provide products manufactured using a
particular Logic Process Technology to the merchant market for any
reason other than obtaining foundry manufacturing. In the event that
Motorola grants a license as provided for in this Section 5.10, and
to the extent not legally prohibited, it will inform CSM of such
license and reasons why Motorola entered into such license.
Motorola, CSM and CSP agree to explore areas for mutual cooperation
in the future and to consider consultation with each other for
future technology cooperation.
5.11 Neither CSM nor CSP shall, under any circumstances, manufacture
products (except for internal development use) with a Derivative
Process during the term of this Agreement without the express
written approval of Motorola.
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REDACTED CONFIDENTIAL TREATMENT REQUESTED
The asterisked portions of this document have been omitted and
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6. Limitations on Licenses
6.1 Notwithstanding anything to the contrary herein, CSM and CSP shall
not use the Logic Process Technologies nor any Derivative Process
thereof to manufacture X86 Microprocessors or a processor having an
AMD proprietary processor architecture for any party other than AMD
without the express written permission of Motorola.
6.2 Notwithstanding anything to the contrary herein, CSM and CSP shall
not use the Logic Process Technologies nor any Derivative Process
thereof to manufacture Power PC Microprocessors or a processor
having a Motorola proprietary processor architecture for any party
other than Motorola without the express written permission of
Motorola.
6.3 In the event that CSP or CSM uses the Logic Process Technologies or
a Derivative Process thereof to unknowingly manufacture X86
Microprocessors, a processor having an AMD proprietary processor
architecture, a Power PC Microprocessor, or a processor having a
Motorola proprietary processor architecture, such manufacture shall
not be a breach of this Agreement. Notwithstanding, if such
unauthorized manufacture occurs, CSP and CSM shall cease such
manufacture as soon as reasonably practicable after the discovery of
such unauthorized manufacture.
7. Compensation
7.1 All payments set forth herein shall be payable in U.S. dollars and
payable by wire transfer to the below Motorola account:
CITIBANK NY
ABA # 000000000
SPS Account # 00000000
7.2 Upon execution of this Agreement, CSP shall pay Motorola *********
***********************.
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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
7.3 In addition to the amount set forth in Section 7.2, CSP shall pay
Motorola ********************************* prior to the initiation
of the Transfer Period for HIP6L and *******************************
**************** prior to the initiation of the Transfer Period for
HIP7L.
7.4 In addition to the amounts set forth in Sections 7.2 and 7.3, CSP
shall pay Motorola ************************************************
******************************************* within thirty (30) days
after CSP internal qualification of HIP5L, ************************
************************ within thirty (30) days after CSP internal
qualification of HIP6L, and ******************************* within
thirty (30) days of CSP internal qualification of HIP7L.
7.5 HIP5L Royalties
7.5.1 In addition to the amounts set forth in Sections 7.2, 7.3, and 7.4,
CSP shall pay Motorola *********************************************
**** of the Net Revenue of all products manufactured by CSP using
HIP5L or a Derivative Process thereof.
7.5.2 Once the aggregate royalties paid under Sections 7.5.1 and 7.5.3 of
this Agreement total ***********************************************
*****************, the royalty set forth in Section 7.5.1 shall
cease and CSP shall pay Motorola ***********************************
************ of the Net Revenue of all products manufactured by CSP
using HIP5L or a Derivative Process thereof.
7.5.3 In addition to the amounts set forth in Sections 7.2, 7.3, and 7.4
payable by CSP, CSM shall pay Motorola ****************************
******************* of the Net Revenue of all products manufactured
by CSM using HIP5L or a Derivative Process thereof.
7.5.4 Once the aggregate royalties paid under Sections 7.5.1 and 7.5.3 of
this Agreement total ******************************************
****************, the royalty set forth in Section 7.5.3 shall cease
and CSM shall pay Motorola *********************************** of
the Net Revenue of all products manufactured by CSM using HIP5L or a
Derivative Process thereof.
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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
7.6 HIP6L Royalties
7.6.1 In addition to the amounts set forth in Sections 7.2, 7.3,
7.4, and 7.5, CSP shall pay Motorola ************************
************ of the Net Revenue of all products manufactured
by CSP using HIP6L or a Derivative Process thereof.
7.6.2 Once the aggregate royalties paid under Sections 7.6.1 and
7.6.3 of this Agreement total ***************************
*****************, the royalty set forth in Section 7.6.1
shall cease and CSP shall pay Motorola **********************
*********** of the Net Revenue of all products manufactured by
CSP using HIP6L or a Derivative Process thereof.
7.6.3 In addition to the amounts set forth in Sections 7.2, 7.3,
7.4, and 7.5 payable by CSP, CSM shall pay Motorola *********
************************** of the Net Revenue of all products
manufactured by CSM using HIP6L or a Derivative Process
thereof.
7.6.4 Once the aggregate royalties paid under Sections 7.6.1 and
7.6.3 of this Agreement total ***************************
*****************, the royalty set forth in Section 7.6.3
shall cease and CSM shall pay Motorola **********************
************ of the Net Revenue of all products manufactured
by CSM using HIP6L or a Derivative Process thereof.
7.7 HIP7L Royalties
7.7.1 In addition to the amounts set forth in Sections 7.2, 7.3,
7.4, 7.5, and 7.6, CSP shall pay Motorola ******************
************* of the Net Revenue of all products manufactured
by CSP using HIP7L or a Derivative Process thereof.
7.7.2 Once the aggregate royalties paid under Sections 7.7.1 and
7.7.3 of this Agreement total ***************************
*****************, the royalty set forth in Section 7.7.1
shall cease and CSP shall pay Motorola **********************
************ of the Net Revenue of all products manufactured
by CSP using HIP7L or a Derivative Process thereof.
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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
7.7.3 In addition to the amounts set forth in Sections 7.2, 7.3,
7.4, 7.5, and 7.6 payable by CSP, CSM shall pay Motorola *****
*********************************** of the Net Revenue of all
products manufactured by CSM using HIP7L or a Derivative
Process thereof.
7.7.4 Once the aggregate royalties paid under Sections 7.7.1 and
7.7.3 of this Agreement total ***************************
*****************, the royalty set forth in Section 7.7.3
shall cease and CSM shall pay Motorola *********************
************ of the Net Revenue of all products manufactured
by CSM using HIP7L or a Derivative Process thereof.
7.8 Solely for the purposes of this Agreement, ********** percent of the
royalties received under Sections 7.5, 7.6, and 7.7 above and
Section 7.9 below are in consideration of the licenses granted in
Section 5 of this Agreement and the amount of *******************
****************************************************************
payable under Section 7.4 above and ******** percent of the
royalties received under Sections 7.5, 7.6, and 7.7 above and
Section 7.9 below are in consideration of the licenses and covenants
for the technologies that are the subject of this Agreement granted
in the Patent License Agreement entered into between Motorola and
CSM on __________.
7.9 In the event that CSM or CSP develops a Derivative Process of any of
the Logic Process Technologies and such Derivative Process includes
less than *********************** of the significant process steps
set forth in Appendix E as updated for Improvements made to a Logic
Process Technology and for each subsequent Logic Process Technology,
then the royalties payable to Motorola by CSM and/or CSP for such
Derivative Process shall be one half (1/2) of the royalties payable
under Sections 7.5, 7.6, and 7.7 above.
7.10 Royalty Payments and Statements. Within thirty (30) days after the
close of each quarter during which Net Revenue was received by CSP
or CSM, CSP and/or CSM will pay to Motorola royalty payments in
accordance with Sections 7.5, 7.6, and 7.7 above. Each payment will
be accompanied by a statement reflecting the
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Net Revenue received during the quarter and identify the amount of
Net Revenue attributable to each Logic Process Technology.
7.11 Rebate to Motorola. In each quarter during which CSP or CSM
manufactures products for Motorola using the Logic Process
Technologies or a Derivative Process developed by CSM or CSP, CSP or
CSM shall calculate an amount equal to the royalties paid under the
appropriate Section 7.5, 7.6, 7.7, or 7.9 above on the gross
receipts received by CSM or CSP or the full commercial value
realized (as if products were sold on the open market in an arm's
length transaction), whichever is greater, from the sale of such
products to Motorola in wafer form less any taxes, duties, freight
charges, insurance, discounts, credits, commissions, paid to third
parties, and returns ("Rebate Amount"). The calculation of the
Rebate Amount will be independent of any pricing provisions or
agreements contained in this or any other Agreement and such pricing
provisions will be independent of the Rebate Amount. CSP or CSM
shall credit the Rebate Amount towards Motorola's purchases of any
products from CSP or CSM made in the quarter immediately following
the quarter for which such Rebate Amount was calculated.
7.12 Rebate Amount Statements. Within thirty (30) days after the close of
each quarter during which a Rebate Amount was calculated by CSP or
CSM, CSP and/or CSM will send a statement to Motorola reflecting the
Rebate Amount calculated during the quarter and identify the amount
of the Rebate Amount attributable to each Logic Process Technology
or Derivative Process developed by CSP or CSM. All Rebate Amount
statements will be separate from royalty statements sent pursuant to
Section 7.10 above.
7.13 CSP and CSM will maintain appropriate books and records necessary to
verify the information contained in the royalty and Rebate Amount
statements. Motorola may upon reasonable notice and at its expense
during normal business hours and not more than once each year have a
mutually agreed upon Big 6 certified public accounting firm review
CSP's or CSM's ("Audited Party) books and records to verify the
information contained in the royalty and Rebate Amount statements.
The Auditor shall issue to the Audited Party and Motorola a report
of the audit. Such report shall not contain, nor shall the auditor
provide to Motorola,
CONFIDENTIAL Page 21
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any information relating to the identity of customers of the Audited
Party, terms of the Audited Party's customer contracts, or any other
information which the Audited Party identifies as being of a
confidential nature except for information necessary to satisfy the
purpose of the audit. If the audit reveals a deficiency in any
royalty payment or Rebate Amount credit, the Audited Party will
promptly pay the amount of that deficiency. If the audit reveals
that payments or credits were made in excess of the amounts due, the
Audited Party will be entitled to, at its election, either a prompt
refund of the excess payment or a credit towards future royalty
obligations. If the audit reveals a deficiency in excess of 10% of
the amount of the royalty payments or Rebate Amount credits being
audited, the Audited Party will pay the reasonable costs of such
audit.
7.14 Motorola shall bear all taxes imposed on it with respect to the
payments and rebates of this Section 7, provided, however, that if
so required by applicable law, CSM or CSP shall withhold the amount
of taxes levied by the Government of Singapore on payments and
rebates to be made by CSM or CSP pursuant to this Agreement, and
shall promptly make payment of the withheld amount to the
appropriate tax authorities of the Government of Singapore and shall
transmit to Motorola official tax receipts or other evidence issued
by said appropriate tax authorities in respect to such withheld
taxes so paid by CSM or CSP.
8. Assumption of Risk, Obligations, and Representations
8.1 Each party understands and acknowledges that except as expressly
provided herein, it uses any technology delivered or licensed to it
"AS IS."
8.2 Motorola agrees that in the event of an entity, not a party to this
agreement, making a claim or filing suit against CSM or CSP for
patent infringement based upon CSM's or CSP's use of the Logic
Process Technologies or Improvements thereto made by or implemented
by Motorola, Motorola will provide a commercially reasonable amount
of technical assistance and legal review and consultation of such
claim or suit. At the request of CSP or CSM, Motorola will also
inform CSP or CSM whether or not it has "have made" rights from a
party making a claim or filing a suit against
CONFIDENTIAL Page 22
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CSP or CSM for patent infringement. In no event shall this Section
8.2 be interpreted as a requirement for Motorola to indemnify CSM or
CSP nor as a requirement for Motorola to financially contribute to
the defense of such claim or suit. The parties hereto expressly
disclaim any obligation of indemnity to any other party under this
Agreement.
8.3 Motorola, CSM, and CSP each represent and warrant that they have the
authority to enter into this Agreement.
8.4 Motorola, CSM, and CSP each represent that no technology or
information disclosed or to be disclosed under this Agreement was or
will be wrongfully obtained due to the misappropriation of a trade
secret or infringement of a copyright.
9. Confidentiality
9.1 The Receiving Party will for a period of seven (7) years from the
date of disclosure (a) not disclose Confidential Information to any
third party, (b) restrict dissemination of Confidential Information
to only those employees who need to know such Confidential
Information, and (c) use the same degree of care as for its own
information of like importance, but at least use reasonable care, in
safeguarding against disclosure of Confidential Information of the
Disclosing Party.
9.2 It is no party's intent to use the specific information disclosed to
it under this Agreement in its own product or technology
development, except as expressly authorized or licensed by this
Agreement. However, the employees of any party during the term of
this Agreement may further develop their general knowledge, skills,
and experience in the technical areas to which the Confidential
Information relates. The subsequent use by such employees of such
general knowledge, skills and experience in the ordinary course of
business does not constitute a breach of this Agreement. Further all
parties recognize that receipt of Confidential Information under
this Agreement shall not create any obligation in any way limiting
or restricting the assignment of employees within the Parties.
9.3 Notwithstanding Section 9.1 above, the parties agree that certain
disclosures of Confidential Information to parties not bound by this
Agreement (Outside Parties) including but not limited to customers,
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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
foundries, subcontractors, and vendors will be necessary. With the
written permission of the Disclosing Party, each party hereto may
make disclosures of the others' Confidential Information provided
that a confidentiality agreement having terms substantially similar
to those in Appendix D is entered into between the Outside Party and
the disclosing party.
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. 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, "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.
10. Term and Termination
10.1 Term. This Agreement will commence on the Effective Date and
terminate two (2) years after the first commercial shipment
(regardless of quantity or price) by Motorola of a product
manufactured using HIP7L unless terminated earlier in accordance
with this Section 10 or Sections 2.1 and 11.
10.2 Termination for Cause by Either Party. For the purposes of this
Section 10.2, CSM and CSP jointly shall be considered a single
party. Either party will have the right to terminate this Agreement
at any time if:
CONFIDENTIAL Page 24
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(a) The other party is in material breach of any warranty, term,
condition or covenant of this Agreement and fails to cure that
breach within sixty (60) days after receiving written notice
of that breach and the other party's intention to terminate;
(b) The other party (i) becomes insolvent; (ii) admits in writing
its insolvency or inability to pay its debts or perform its
obligations as they mature; or (iii) becomes the subject of
any voluntary or involuntary proceeding in bankruptcy,
liquidation, dissolution, receivership, attachment or
composition or general assignment for the benefit of
creditors; provided that if such condition is assumed
involuntarily it has not been dismissed with prejudice within
thirty (30) days after it begins.
10.3 Effect of Termination. Upon any termination of this Agreement, each
party will be released from all obligations and liabilities to the
other occurring or arising after the date of such termination,
except that the following will survive any termination of this
Agreement: (a) the provisions of Sections 1, 4, 6, 8, 9, 10, 11, 12,
13, and 14; (b) the provisions of Sections 2.1.1, and 5.1-5.10 with
respect to any technology developed and transferred prior to
termination; (c) any royalty obligation associated with any
surviving licenses, including those contained in Section 7; and (d)
any liability arising from any breach of this Agreement. Neither
party will be liable to the other for damages of any sort solely as
a result of terminating this Agreement in accordance with its terms.
Termination of this Agreement will be without prejudice to any other
right or remedy of either party.
11. Change of Control
11.1 In the event of a Change of Control of a party to this Agreement,
the following will occur:
(a) the Non-Acquired Party will have the right to terminate the
Agreement;
(b) the Acquired Party may assign to the Acquiring Party the
rights and licenses granted to it under Sections 5.1, 5.2,
5.3, and/or 5.4 under the Intellectual Property of the
Non-Acquired Party but only with respect to the particular
Logic Process Technologies and
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Improvements thereto that are in use by the Acquired Party at
the time of the Change of Control;
(c) In the event that CSP or CSM are the Acquired Party, Motorola
shall have no obligation to license any Logic Process
Technologies other than those that were transferred as of the
time of the Change of Control;
(d) the Non-Acquired Party will negotiate in good faith with the
Acquiring Party for any additional rights sought by the
Acquiring Party; and
12. Right to Develop Independently. Nothing in this Agreement will impair any
party's right to acquire, use, license, develop, manufacture or distribute
for itself, jointly develop with others, or have others develop,
manufacture or distribute for it, technology other than the technology
being developed and/or licensed under this Agreement.
13. Disclaimer of Consequential, Etc. Damages. IN NO EVENT SHALL ANY PARTY BE
LIABLE TO ANOTHER OR ANY OTHER PERSON FOR ANY SPECIAL, INDIRECT,
INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING BUT
NOT LIMITED TO, LOSS OF PROFITS OR DAMAGES TO THE OTHER PARTY'S BUSINESS
REPUTATION HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN AN
ACTION FOR CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE) OR
OTHERWISE, WHETHER OR NOT THE FIRST PARTY HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGE AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL
PURPOSE OF ANY REMEDY.
14. General
14.1 Relief from Obligations. No party will be deemed in default of this
Agreement to the extent that performance of its obligations or
attempts to cure any breach are delayed or prevented by reason of
any act of God, fire, natural disaster, accident, act of government,
shortages of material or supplies or any other cause beyond the
control of such party ("Force Majeure"), provided that such party
gives the other parties written notice thereof promptly and, in any
event, within fifteen (15) days of discovery thereof and uses good
faith efforts to so perform or cure. In the event of such a Force
Majeure, the time for performance or cure will be extended for a
period equal to the duration of the Force Majeure but not in excess
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of one hundred eighty (180) days. If the party seeking to be excused
from performance of a substantial obligation cannot recover from the
Force Majeure situation and resume satisfactory performance within
one hundred eighty (180) days, of commencement of the Force Majeure
situation, any other party may at its option, immediately terminate
this Agreement.
14.2 Relationship of Parties. No party nor their employees, consultants,
contractors or agents are agents, employees or joint venturers of
the other parties, nor do they have any authority whatsoever to bind
the other parties by contract or otherwise. They will not represent
to the contrary, either expressly, implicitly, by appearance or
otherwise.
14.2.1 Personnel. When present on the site of the other parties,
employees of the parties shall comply with all the rules
applicable to contractor personnel resident at or visiting
the premises of the party controlling the premises. Each
party shall provide to the other a set of documents setting
forth all such rules applicable to the contractor personnel
resident at or visiting their facilities. Any waiver of this
obligation must be agreed upon by both parties and must be in
writing. Each party must sign an appropriate written resident
contractor agreement, make employees aware of the
requirement, and ensure compliance.
14.2.2 Employee Selection. Each party shall be responsible for the
selection and screening of its employees who will be assigned
to work under this Agreement. Each party shall be responsible
for the acts of its employees, and agrees to indemnify,
defend, and hold the other party, its officers, agents, and
employees, harmless from and against any and all claims,
costs, attorney fees, fines, or similar expenses of
whatsoever kind or character, including specifically, but not
limited to, those resulting from injury or death to persons
or damage to property, to the extent due to any fault or
negligence of the indemnifying party and/or any officer,
employee, or agent acting on the indemnifying party's behalf.
14.2.3 Solicitation of Employees. To the extent permitted by law,
during the term of this Agreement each party agrees neither
to solicit directly for employment purposes the employees of
the
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other party performing services under this Agreement, nor
knowingly to solicit such employees via solicitations calling
for knowledge and experience predominantly weighted to the
subject matter of this Agreement (although this shall not
forbid indirect solicitations for employees having the
general knowledge necessary for such subject matter). No
party shall make any payment or gift of any value to any
employee of another party without the employing party's prior
concurrence. No party shall make any representation that
might cause an employee assigned by one party to believe that
an employment relationship exists between such employee and
the other party.
14.2.4 Work Place Safety. The work place safety of employees under
this Agreement shall be the sole and full responsibility of
the assigning party. If either party should become aware of
the existence of any hazardous conditions, property, or
equipment which are under the control of another party it
shall so advise that party; however, it shall remain the
first party's responsibility to take all reasonable
precautions against injury to persons or damage to property
from such hazards, property, or equipment until corrected by
the correcting party. Each party agrees to comply with the
applicable federal and state safety and health laws and
regulations, any applicable municipal ordinances, and
applicable facility safety rules of which the party has
notice, regarding the employees it assigns under this
Agreement.
14.3 Employment Taxes and Benefits. It is understood and agreed that
nothing in this Agreement is intended to, nor will it result in, an
employee of a party becoming an employee of another party or
becoming a joint employee of more than one party. Each party remains
solely responsible for the payment of all withholding taxes, social
security, unemployment insurance, workers' compensation insurance,
disability insurance or similar items, including interest and
penalties thereon, with respect to its employees. Each party will
provide notice to all employees participating in any activity under
this Agreement that they will not by virtue of participating in the
activity, working at another party's facility, interacting with the
management of another party, or otherwise performing services in
accordance with this Agreement become an employee of another party.
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14.4 Assignment. The rights and liabilities of the parties under this
Agreement will bind and inure to the benefit of the parties'
respective successors, executors and administrators, as the case may
be; provided that neither party may assign or delegate its
obligations under this Agreement, either in whole or in part, except
as set forth in Section 11 or to a subsidiary or affiliate of that
party, without the written consent of all other parties. Any
attempted assignment or delegation without such consent will be
voidable at the option of the non-assigning party.
14.5 Notices. All notices, reports, requests, acceptances and other
communications required or permitted under this Agreement will be in
writing. They will be deemed given
(a) When delivered personally,
(b) When sent by confirmed facsimile,
(c) One day after having been sent by commercial overnight carrier
with written verification of receipt, or
(d) Five days after having been sent by registered or certified
mail, return receipt requested, postage prepaid, or upon
actual receipt thereof, whichever first occurs.
All communications will be sent to the receiving party's address as set forth
below or to such other address that the receiving party may have provided for
purpose of notice as provided in this Section.
Chartered Silicon Partners Pte Ltd Chartered Semiconductor
Manufacturing Ltd
General Manager Xxxxx Xxxxxxxxxx
00 Xxxxxxxxx Xxxxxxxxxx Xxxx D 00 Xxxxxxxxx Xxxxxxxxxx Xxxx X
Xxxxxx 0 Xxxxxx 0
Xxxxxxxxx 000000 Xxxxxxxxx 000000
Facsimile: (00)0000000 Facsimile: (00)0000000
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Vice President and Associate General
Counsel for Patents, Trademarks and
Licensing
Motorola, Inc.
0000 Xxxx Xxxxxxxxx Xxxx
Xxxxxxxxxx, XX 00000
Facsimile: (000)000-0000
14.6 Disputes
(a) Dispute Resolution. In the event of a dispute between the
parties, the issue will first be escalated to CSM's Vice President
of Technology, CSP's General Manager, and Motorola's Vice President
of Strategic Management and Planning for attempted resolution. If
these individuals cannot resolve the dispute within two (2) weeks of
notice, the issue will be escalated to the President of Motorola's
Semiconductor Product Sector and the President of CSM who will have
two (2) weeks to resolve the issue.
Each party may initiate dispute resolution by notice to the other
parties. Such notice will be without prejudice to the invoking
party's rights to any other remedy permitted hereunder. The parties
will use commercially reasonable efforts to arrange meetings or
telephone conferences, as needed at mutually convenient times and
places, to facilitate negotiations between the parties.
In the event that the parties fail or are unable to resolve a
dispute between them after exhausting the escalation process set
forth above, then any party may declare that a deadlock exists.
In the event of a deadlock after undertaking the forgoing steps to
resolve the dispute in good faith, the parties shall attempt to
resolve the dispute through mediation prior to instituting
litigation or other adversary proceeding. Notwithstanding the
previous sentence, no disputes pertaining to the intellectual
property (including patents) of any party shall be subject to
mediation.
(b) Mediation: A party shall initiate a mediation by serving written
notice on the other parties by facsimile and overnight mail. The
parties may select any mediator mutually agreeable to them. If the
parties cannot agree on a mediator within fifteen (15) days, they
will, within five
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(5) days thereafter submit a joint request for mediation to the New
York, New York office of the American Arbitration Association
("AAA") and request the AAA to select an appropriate mediator with
experience in resolving financial and commercial disputes.
The mediation session shall occur within thirty (30) days of the
selection of the mediator unless the parties mutually agree to
extend this time, and shall be scheduled for not less than one day.
Each party agrees to send a representative with full settlement
authority to the mediation. The mediation shall be in the English
language and shall be conducted exclusively in New York, New York,
unless otherwise agreed by the parties. The parties agree to hold
the content of the mediation in confidence and further agree that
the mediator is disqualified as a litigation witness for any party
to the mediation. The parties further agree that the mediation shall
be considered to be a form of settlement negotiations, the content
of which shall not be admissible as evidence of liability in any
judicial proceeding. Each party shall bear its own expenses and an
equal share of the expenses of the mediator and, where applicable,
the AAA. Except as provided in Subsection (e) below, if the party
who ultimately prevails in any litigation institutes a court action
or other adversary proceeding without first attempting mediation as
required hereby, SUCH PREVAILING PARTY SHALL NOT BE ENTITLED TO
ATTORNEYS' FEES OR COSTS THAT MIGHT OTHERWISE BE AVAILABLE TO IT
UNDER THIS CONTRACT OR IN COURT ACTION.
(c) Litigation: In the event a dispute is not resolved by such
mediation, the parties shall have the right to initiate a suit,
action or other adversary proceeding before the appropriate court
exclusively within the jurisdiction of the state and federal courts
in the state of New York. In the event of such suit, action or other
adversary proceeding, the Parties hereto (a) submit to the exclusive
personal jurisdiction of the federal and state courts in the State
of New York and (b) expressly waive any right they may have to a
jury trial and agree that any such proceeding shall be tried by a
judge without a jury. All defenses based on passage of time shall be
tolled pending mediation, unless otherwise prohibited by law.
(d) Applicable Law: This Agreement shall be governed by, construed,
enforced and interpreted in accordance with the internal substantive
laws of the State of New York applicable to agreements to be made
and to be performed solely within such State, without giving effect
to any conflicts or choice of laws principles which otherwise might
be
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applicable and excluding the United Nations Convention on Contracts
for the Sale of Goods.
(e) Interim Relief: Nothing in this Section 14.6 shall be construed
to preclude any party from seeking injunctive or other provisional
relief in order to protect its rights pending mediation, provided
however that such relief may only be sought within the appropriate
judicial forum as provided in Subsection (c) above. In the event a
party seeks interim relief without first attempting mediation, such
party shall not forfeit its entitlement to legal fees and costs that
would otherwise be available to it only if such party initiates
mediation within fifteen (15) days after initiating the action
seeking interim relief. A request to a court for interim relief
shall not be deemed a waiver of the obligation to mediate.
(f) Legal Fees and Costs: Except as otherwise provided herein, the
substantially prevailing party in any proceeding brought by one
party against another shall be entitled, in addition to any other
rights and remedies it may have, to reimbursement for the expenses
reasonably incurred by it in such proceeding, including but not
limited to court costs, reasonable attorneys' fees, expenses of
expert witnesses, costs of appeal, and any other reasonable
out-of-pocket expenses. For the purposes of this Subsection (f), the
"substantially prevailing party" means the party whose final
settlement offer (or other monetary position or claim) prior to the
completion of the mediation contemplated by this Section 14.6 is
closest to the judgment awarded by the court, regardless of whether
such judgment is entered in favor or against such party, or who
obtains substantially all of the relief sought by it, all as
determined by the court having jurisdiction over the proceeding.
Such a prevailing party would include, but is not limited to, a
party who offers to dismiss a proceeding upon the other party's
payment of the sums allegedly due or performance of the covenants
allegedly breached.
14.7 Compliance With Laws. Each party will comply with all applicable
laws and regulations governing their activities under this
Agreement, including but not limited to the export control laws and
regulations of the United States, with respect to any Confidential
Information and technical data licensed, delivered, or to which a
party is provided access under this Agreement. Any party hereto may
request the other parties hereto to sign written assurances and
other export-related documents as may be required for the requesting
party to comply with any applicable export regulations.
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14.8 Severability. If any provision of this Agreement, or the application
thereof, shall for any reason and to any extent be determined by a
court of competent jurisdiction to be invalid or unenforceable under
applicable law, the remaining provisions of this Agreement shall be
interpreted so as best to reasonably effect the intent of the
parties. The parties further agree to replace any such invalid or
unenforceable provisions with valid and enforceable provisions
designed to achieve, to the extent possible, the business purposes
and intent of such invalid and enforceable provisions.
14.9 Entire Agreement. This Agreement, together with all exhibits and
schedules hereto, constitutes the entire understanding and agreement
of the parties with respect to the subject matter of this Agreement,
and supersedes all prior and contemporaneous understandings and
agreements, whether written or oral, with respect to such subject
matter.
14.10 Amendments, Modifications and Waivers. No delay or failure by any
party to exercise or enforce at any time any right or provision of
this Agreement will be considered a waiver thereof or of such
party's right thereafter to exercise or enforce each and every right
and provision of this Agreement. No single waiver will constitute a
continuing or subsequent waiver. No waiver, modification or
amendment of any provision of this Agreement will be effective
unless it is in writing and signed by the parties, but it need not
be supported by consideration.
14.11 Headings and References. The headings and captions used in this
Agreement are used for convenience only and are not to be considered
in construing or interpreting this Agreement. All references in this
Agreement to sections, paragraphs, exhibits and schedules shall,
unless otherwise provided, refer to sections and paragraphs hereof
and exhibits and schedules attached hereto, all of which are
incorporated herein by this reference.
14.12 Independent Action. The parties affirm that their respective
marketing policies or activities, or pricing information, relative
to the subject matter of this agreement shall not be discussed or
exchanged between them.
14.13 Publicity. Nothing contained in this Agreement shall be construed as
conferring any right to use in advertising, publicity, or other
promotional activities any name, trade name, trademark, or other
designation of any party to this Agreement (including any
contraction, abbreviation, or simulation of any of the forgoing) and
each party hereto agrees not to
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disclose to others the terms and conditions of this Agreement,
except as may be required by law or governmental regulation, without
the express written consent of the other parties.
14.14 Construction. This Agreement has been negotiated by the parties and
their respective counsel. This Agreement will be fairly interpreted
in accordance with its terms and without any strict construction in
favor of or against either party. Any ambiguity will not be
interpreted against the drafting party.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the Effective Date.
Chartered Silicon Partners Pte Ltd
/s/ Xxxx Xxxxx
-----------------------------------------
Xxxx Xxxxx
-----------------------------------------
X.X. Xxxxxxx-Xxxxxxx ICBD
-----------------------------------------
Chartered Semiconductor Manufacturing Ltd
/s/ Xxxxx Xxxxx
-----------------------------------------
Xxxxx Xxxxx
-----------------------------------------
President and CEO
-----------------------------------------
Motorola, Inc.
/s/ Xxxxxx Xxxx
-----------------------------------------
Xxxxxx Xxxx
-----------------------------------------
Executive Vice President
-----------------------------------------
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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
APPENDIX A1
LOGIC PROCESS TECHNOLOGIES
HiP5L Description
****
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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
****
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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
APPENDIX A2
HIP5L HIP6L
Xxxx **** ****
Vdd **** ****
No. of metal layers **** ****
No. of masking layers **** **** (includes ****)
I/O option **** ****
No. of masking layers(DGO) **** **** (* additional masks for Dual *****************)
Drawn dimensions:
Active Pitch **** ****
Poly Pitch **** ****
Poly Line (over active) **** ****
Poly Space (over active) **** ****
Poly Line (over field) **** ****
Poly Space (over field) **** ****
Contact width; length **** ****
Contact Pitch **** ****
Metal 1 Pitch **** ****
Metal 2-5 Pitch **** ****
Metal 6 Pitch **** ****
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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
Transistor performance:
Ring Oscillator Speed **** ****
P channel (nominal)
Idsat **** ****
Vt **** ****
Ioff **** ****
N Channel (nominal)
Idsat **** ****
Vt **** ****
Ioff **** ****
DGO P channel (poly nominal
length = *******)
Xxxx **** ****
Idsat **** ****
Vt **** ****
DGO N channel (poly nominal
length = ******)
Xxxx **** ****
Idsat **** ****
Vt **** ****
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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
APPENDIX B
INFORMATION TRANSFER SCHEDULE
AVAILABILITY OF COMPLETION
DESIGN RULES, START OF OF PROCESS END OF ******
EQUIPMENT SET MOTOROLA'S PROCESS TRANSFER PROHIBITION
PROCESS LIST AND PROCESS XC PRODUCT TRANSFER (I.E. XC AGAINST SALE TO
GENERATION "FCS" FLOWS TO CSM/CSP QUALIFICATION TO CSP QUAL AT CSP) MERCHANT MARKET
HIP 5 **** **** **** **** **** ****
HIP 6 **** **** **** **** **** ****
HIP 7 **** **** **** **** **** ****
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APPENDIX C
TECHNOLOGY TRANSFER AND ASSOCIATED TERMS
TRANSFER INFORMATION (per generation of technology)
1. General Provisions
- All information in English
- Transfer from Manufacturing Site
- 8" Transfer
- Written Information provided "as is" when transferred
- Additional Support beyond what is provided for herein would have to be
negotiated and made part of a separate agreement.
- Transfer based on "Exact Copy" methodology
- Motorola to provide single point contact responsible for transfer
- All transfer activity to be coordinated through this contact. Transfer
experts will conduct the transfer and will be coordinated by the Transfer
Manager.
- CSM "Knowledge Experts" responsible for information transfer to CSM
- Motorola will transfer process specific knowledge needed to run the
technology. Generic semiconductor information will be the responsibility
of CSM/CSP. Example 1: Generic mask manufacturing ability (including phase
shift expertise) responsibility of CSM/CSP. Any process specific
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requirements will be transferred. Example 2: Tool Specification and
Process Recipe detail for technology provided. CSM/CSP must have knowledge
to install and start up tools, install and run recipes, analyze results,
etc. Overall, CSM/CSP must staff the transfer with semiconductor experts
to comprehend transferred info and then successfully communicate
information to rest of CSM team using the transfer opportunities provided.
2. Meetings
- Management Overview - Generic Review of Technology
15 people 1 day
- Expert Meeting - Integration, modules, processes, key topics
15 people 2 days 2 sessions
- Technology Away Team
9 people In factory (4 weeks)
- Technology Short Stays
12 people In factory (10 days)
- Short stays set up on "as needed" basis to address key process or
integration areas that need more time. Intent is "120 man days" available
but intended to be accomplished in <2 week duration. Motorola will work w/
CSM/CSP to tailor stay to meet needs.
- CSM Factory Startup
1-3 Motorolans 1-2 weeks
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- (CSM has requested additional visit with Motorolan's travelling to
Singapore.
This to be negotiated as needed. Additional cost for engineering time and travel
expense will be incurred (details to be negotiated).)
- CSM Qual Review
1-3 Motorolans
- Skill set of Motorolans attending to be determined jointly based on where
"expertise" could best be applied based on results. Meeting could be in
Singapore if requested (travel expense paid by CSM/CSP)
3. Telephone Support
60 hours
Coordinated through Transfer Coordinator.
4. Quarterly Review -
6 reviews
- Comprised of Motorola Technology Manager and CSM/CSP counterpart and other
key individuals based on agenda needs. As part of quarterly review,
Process Improvements and Changes will be reviewed that are Process
Specific.
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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
5. Documents
1. Design Manual
2. Process Recipes
3. Module Cross Section SEMS
4. Equipment list and Specifications
5. Facilities list and specifications pertaining to process
6. Test Vehicle Layout
7. Test vehicle qual and parametric data
8. Chemical and materials specifications pertaining to Process
9. Electromigration structure, test methodology and results
10. Test Vehicle reticle tape
11. Test Vehicle Probe Program
12. Process Specific mask generation information
6. Wafers
Metrology Standards (with data)
** Flat Film
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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
** CD and Etch Standards
Flat Film Wafers **
Patterned Film Wafers (topology) ***
Module Wafers (<** short flows) ***
Full Flow Wafers **
** lot processed through complete process. Poly CD matrix available at
additional cost (engineering time/equipment and material cost).
Flying Start Wafers **
- Wafer matrix to be jointly agreed upon.
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APPENDIX D
FORM OF CONFIDENTIALITY AGREEMENT
CONFIDENTIALITY AGREEMENT
--------------------------------------------------------------------------------
In order to protect certain confidential information which may be disclosed by
the Disclosing Party, with offices at __________________________________ to
Recipient, with offices at __________________________, Disclosing Party and
Recipient agree that:
1. The Disclosing Party representative responsible for disclosing the
confidential information is:_____________________________________________
________________________________________________________________________.
2. The Confidential Information (hereinafter Confidential Information) to be
disclosed under this Agreement is described as: ____________________________
_______________________________________________________________________________
_______________________________________________________________________________
________________________________________________________________________.
3. Recipient shall use the Confidential Information only for the purpose of:
EVALUATION.
4. This Agreement controls only Confidential information which is disclosed for
a period of ______ YEARS from the date on which the last party executes this
Agreement as shown below.
5. Recipient's duty to protect the Confidential Information under this agreement
shall be for seven (7) years from the end of the period set forth in Section 4
above.
6. Recipient shall protect the disclosed Confidential Information 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 the Confidential
Information as the Recipient uses to protect its own confidential information of
a like nature. Recipient shall not disclose any Confidential Information
disclosed hereunder to any third party and shall limit disclosure of information
to only those of its employees with a need to know.
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7. Recipient shall have a duty to protect only Confidential Information which is
(a) disclosed by Disclosing Party in writing and is marked as confidential at
the time of disclosure, or which is (b) disclosed by Disclosing Party in any
manner, is identified as confidential at the time of disclosure and is also
summarized and designated as confidential in a written memorandum delivered to
the Recipient within thirty (30) days of the disclosure.
8. This Agreement imposes no obligation upon Recipient with respect to
Confidential Information which (a) was in the Recipient's possession on or
before the receipt from Disclosing Party; (b) is or becomes a matter of public
knowledge through no fault of the Recipient; (c) is rightfully received by the
Recipient from a third party without a duty of confidentiality; (d) is
independently developed by the Recipient; (e) is disclosed by the Disclosing
Party without a duty of confidentiality; or (f) is disclosed pursuant to a valid
order of a court or authorized government agency provided that Recipient has
given Disclosing Party an opportunity to defend, limit or protect such
disclosure.
9. All confidential information shall remain the property of Disclosing Party or
________ (CSP, CSM, or Motorola), as applicable, and shall be returned, with all
copies that have been made, upon written request of Disclosing Party or
____________(CSP, CSM, or Motorola), respectively, with the exception of one
copy which may be kept by the Recipient for archival purposes.
10. Disclosing Party warrants that it has the right to make the disclosure of
the Confidential Information contemplated by this Agreement. Recipient does not
acquire any intellectual property rights under this Agreement except the limited
right to use and copy the Confidential Information set out in paragraph 3 above.
11. Neither party has an obligation under this Agreement to purchase any service
or item from the other party.
12. Neither party has an obligation under this Agreement to offer for sale
products using or incorporating the Confidential Information.
13. Recipient shall adhere to all applicable export regulations and shall not
export or re-export or release the technology, software, or any source code to a
national of a country prohibited to receive such technology or export to any
country the direct product of such technology, if such foreign produced direct
product is subject to applicable national security controls unless properly
authorized. These export requirements shall survive any termination of this
Agreement.
14. The parties do not intend that any agency or partnership relationship be
created between them by this Agreement.
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15. All additions or modifications to this Agreement must be made in writing and
must be signed by both parties.
16. In the event of a breach by Recipient of the terms of this Agreement related
to __________(CSM's, CSP's or Motorola's) Confidential Information______(CSM,
CSP, or Motorola) will be a third party beneficiary of any claims Disclosing
Party has against Recipient for such breach.
17. This Agreement is made under and shall be construed according to the laws of
Singapore.
DISCLOSING PARTY RECIPIENT
By: By:
----------------------------- --------------------------------
Name: Name:
----------------------------- --------------------------------
Title: Title:
----------------------------- --------------------------------
Date: Date:
----------------------------- --------------------------------
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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
APPENDIX E
SIGNIFICANT PROCESS STEPS
HiP5L Significant Process Steps
(Steps Denoted by Number)
****
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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
****
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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
****
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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
****
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APPENDIX F
INFORMATION FOR RELEASE TO THIRD PARTIES
1. Design Information-Per Design Manual
1.1 Design Rules
1.2 Layout Description
1.3 ESD, Latch-up, Pad Rules
1.4 DRC, ERC, LVS, LPE, but only if created by CSP or CSM
2. Electrical Targets Information-Per Design Manual
2.1 RAM Cell Transistor
2.2 MOS Transistors
2.3 Other Devices (Bipolar Devices, Diode, Resistor, Capacitor)
2.4 Parasitic Resistor and Capacitor
2.5 SPICE Models, but only if extracted by CSP or CSM
3. Process Information-Per Design Manual
3.1 Simple Process Flow
3.2 Electrical Test Specification
4. Mask Generation-Per Specific Mask Generation Information
4.1 Mask Specification
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4.2 Bias Table
4.3 Mask Layer Generation Equation-Per Design Manual
4.4 Dummy Pattern Algorithm and OPC Procedures
RIDER F (TO APPENDIX F)
INFORMATION FOR RELEASE ONLY TO ST ASSEMBLY TEST SERVICES LTD
S/N DESCRIPTIONS
--- ------------
1 Xfer vehicle Program files
1-1 Main program file for Pre DS
1-2 Socket file
1-3 All micro pattern files
1-4 Insert to pattern file(SDEF File)
1-5 Probe area file
1-6 Scramble file
2 Device Test & Design Documentations
2-1 Wafer Test Spec
2-2 Wafer Test Pattern Description
2-3 Wafer Test Timing Diagram
2-4 Wafer Test Flow
2-5 Test Commands description
2-6 IPL mode description
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3 Probe Card document
3-1 Pads size
3-2 Pad to Pad pitch size
3-3 Pad x,y coordinates table
4 Final Test
4-1 Final Test program
4-2 Final Test Spec
4-3 Product Test Flow
4-4 Test board pin connection
4-5 Test board load circuit
4-6 Device data Sheet
4-7 Bonding diagram
5 Burn-In Test
5-1 Product level Burn-In criteria
5-2 Burn-In mode Sequence
5-3 Burn-In Cycle
5-4 Burn-in Testing Waveform
5-5 Burn-In Board Waveform
5-6 HIFIX wiring,socket file,tray drawing
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