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REDACTED FOR CONFIDENTIALITY
EXHIBIT 10.12
LICENSE AND TECHNOLOGY TRANSFER AGREEMENT
BETWEEN
LUCENT TECHNOLOGIES MICROELECTRONICS PTE LTD.
AND
CHARTERED SEMICONDUCTOR MANUFACTURING LTD.
AND
SILICON MANUFACTURING PARTNERS PTE LTD.
RELATING TO SEMICONDUCTOR MANUFACTURING TECHNOLOGY
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LICENSE AND TECHNOLOGY TRANSFER AGREEMENT
TABLE OF CONTENTS
PAGE
NO.
----
ARTICLE 1 - DEFINITIONS 1
ARTICLE 2 - INFORMATION FURNISHED 2
ARTICLE 3 - SERVICES TO BE PROVIDED 3
ARTICLE 4 - GRANTS OF RIGHTS 4
ARTICLE 5 - TERMINATION 7
ARTICLE 6 - MISCELLANEOUS PROVISIONS 8
ARTICLE 7 - ADMINISTRATION OF AGREEMENT, NOTICES AND 13
STATEMENTS
EXHIBIT A - LUCENT'S TECHNICAL INFORMATION 17
EXHIBIT B - LUCENT'S RESTRICTED TECHNICAL INFORMATION 18
EXHIBIT C - CSM'S TECHNICAL INFORMATION 19
EXHIBIT D - CSM'S RESTRICTED TECHNICAL INFORMATION 20
EXHIBIT E - TECHNICAL INFORMATION THAT MAY BE DISCLOSED 21
TO CUSTOMERS
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LICENSE AND TECHNOLOGY TRANSFER AGREEMENT
This Agreement is effective upon execution by Lucent Technologies
Microelectronics Pte Ltd. ("Lucent"), a Singapore corporation having an office
at 0, Xxxxxxx Xxxxxx, Xxxxx Ayer Xxxxxxxxxx Xxxx, Xxxxxxxxx 000000, and
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 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.
WHEREAS, CSM and Lucent have entered into a Joint Venture Agreement, dated
DECEMBER 19, 1997 (the "Joint Venture Agreement") which provides for the
creation of JV COMPANY for the manufacture of semiconductor wafers and circuits;
and
WHEREAS, Lucent and CSM desire to grant licenses under certain technology of
Lucent and CSM, respectively, to JV COMPANY for use in the operation of the
business of JV COMPANY, and JV COMPANY desires to assign ownership to Lucent and
CSM of certain future technology and patents of JV COMPANY for use in the
operation of the businesses of Lucent and CSM, respectively, in accordance with
the terms of this License and Technology Transfer Agreement.
The parties agree as follows:
ARTICLE 1
DEFINITIONS
1.01 For the purpose of this Agreement, the following terms in capital letters
are defined in this Article 1 and shall have the meaning specified herein:
COMPLETION DATE means the date on which the joint venture between Lucent and CSM
is completed, pursuant to the terms of the Joint Venture Agreement.
CSM'S TECHNICAL INFORMATION means the technical information specifically
identified on Exhibit C of this Agreement.
CSM'S RESTRICTED TECHNICAL INFORMATION means the technical information
specifically identified on Exhibit D of this Agreement.
LUCENT'S RESTRICTED TECHNICAL INFORMATION means the technical information
specifically identified on Exhibit B of this Agreement.
LUCENT'S TECHNICAL INFORMATION means the technical information specifically
identified on Exhibit A of this Agreement.
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JV COMPANY'S PATENTS means every patent owned by JV COMPANY which issues from
any patent application filed in any country of the world claiming an invention
made during the term of the Joint Venture Agreement.
JV COMPANY'S TECHNICAL INFORMATION means all technical information, know-how,
copyrights created by employees of JV COMPANY, or by agents and contractors of
JV COMPANY having a legal obligation to assign ownership interest in such
information to JV COMPANY, at anytime during the term of the Joint Venture
Agreement.
SUBSIDIARY of a company means a corporation or other legal entity (i) the
majority of whose shares or other securities entitled to vote for election of
directors (or other managing authority) is now or hereafter controlled by such
company either directly or indirectly; or (ii) which does not have outstanding
shares or securities but the majority of whose ownership interest representing
the right to manage such corporation or other legal entity is now or hereafter
owned and controlled by such company either directly or indirectly; but any such
corporation or other legal entity shall be deemed to be a Subsidiary of such
company only as long as such control or ownership and control exists.
TECHNICAL INFORMATION means collectively Lucent's Technical Information,
Lucent's
Restricted Technical Information, CSM's Technical Information, CSM's Restricted
Technical Information and JV COMPANY's Technical information.
ARTICLE 2
INFORMATION FURNISHED
2.01(a) Lucent shall, within two (2) weeks after JV COMPANY's written request
(but not prior to the Completion Date), commence furnishing (in the English
language) Lucent's Technical Information listed in Exhibit A and Lucent's
Restricted Technical Information listed in Exhibit B to JV COMPANY, or such
portions thereof as may be necessary to meet an implementation schedule to be
mutually agreed upon by Lucent and CSM. If Lucent cannot so furnish such
information, Lucent shall advise JV COMPANY of the reasons therefor and such
additional reasonable period within which Lucent shall furnish such information
or portions thereof to JV COMPANY.
(b) CSM shall, within two (2) weeks after JV COMPANY's written request
(but not prior to the Completion Date), commence furnishing (in the English
language) CSM's Technical Information listed in Exhibit C and CSM's Restricted
Technical Information listed in Exhibit D to JV COMPANY, or such portions
thereof as may be necessary to meet an implementation schedule to be mutually
agreed upon by Lucent and CSM. If CSM cannot so furnish such information, CSM
shall advise JV COMPANY of the reasons therefor and such additional reasonable
period within which CSM shall furnish such information or portions thereof to JV
COMPANY.
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(c) Delivery of any Technical Information by Lucent or CSM ("the
furnishing party") shall be deemed completed on the date such Technical
Information is delivered by such furnishing party or its representative.
(d) With the delivery of the information, the furnishing party shall
also furnish to the receiving party a list which completely identifies the
information delivered. The furnishing party and the receiving party shall
promptly notify each other of any inaccuracies in the list. The list shall be
deemed to be a part of the definition of Lucent's Technical Information,
Lucent's Restricted Technical Information, CSM's Technical Information, or CSM's
Restricted Technical Information, as the case may be.
(e) JV COMPANY shall, on a quarterly basis, furnish JV COMPANY'S
Technical Information (in the English language) to CSM and Lucent. JV COMPANY
shall furnish such information to CSM and Lucent through the individuals
identified in Section 7.01, or in another mutually acceptable manner.
ARTICLE 3
SERVICES TO BE PROVIDED
3.01 (a) In order to facilitate use of the Technical Information under this
Agreement, CSM and Lucent shall furnish to JV COMPANY training services, at no
additional cost. CSM shall provide such services in Singapore. Lucent shall
either provide such services in Singapore, or through its affiliates or parent
at the facilities of Lucent Technologies Inc. in Orlando, Florida, United States
of America, or both. The number of man-days of training to be provided by
personnel from each party shall be limited to an amount reasonably necessary to
enable the other party to understand and implement the technology being
transferred to such other party.
(b) The training by each party shall be conducted at or about the time
such party makes the initial delivery of its Technical Information to JV
COMPANY.
3.02 Lucent and CSM shall at all times retain the administrative supervision of
their respective personnel. Each party shall be solely responsible for its
personnel's remuneration and their travel, living and other expenses.
3.03 A party's personnel shall, while on any location of the other party, comply
with such other party's rules and regulations with regard to safety and
security. Each party agrees to indemnify and save the other party harmless from
any claims or demands arising in connection with this Agreement, including the
costs, expenses and reasonable attorney's fees incurred on account thereof, that
may be made by (i) anyone for injuries to persons or damage to property
resulting from acts or omissions of the indemnifying party's personnel; or (ii)
the indemnifying party's personnel under Worker's Compensation or similar laws.
The indemnifying party agrees to defend the other party against any such claim
or demand.
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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
ARTICLE 4
GRANTS OF RIGHTS
4.01 (a) Lucent grants to JV COMPANY a ****************************************
************ (1) right to use Lucent's Technical Information, solely for
manufacture of semiconductor wafers and semiconductor circuits in factories in
Singapore of JV COMPANY, and (2) license under its copyrights on or covering any
of Lucent's Technical Information to create derivative works, and to use, copy,
distribute, display, and perform Lucent's Technical Information and any
derivative works, but only in connection with the design, development,
manufacture, marketing, sale or other disposal of semiconductor wafers or
circuits. The rights granted to JV COMPANY are restricted solely to use of
Lucent's Technical Information in Singapore. Nothing in this Section 4.01(a)
shall convey to JV COMPANY any right to disclose Lucent's Technical Information
to any third party or to any Subsidiary of JV COMPANY.
(b) Lucent further grants to JV COMPANY a *****************************
*********** (1) right to use Lucent's Restricted Technical Information, solely
for manufacture in factories of JV COMPANY of semiconductor wafers and
semiconductor circuits for sale to Lucent. No right is granted to JV COMPANY to
use Lucent's Restricted Technical Information for any other purpose. No right is
granted to CSM to use Lucent's Restricted Technical Information for any purpose.
4.02 (a) CSM grants to JV COMPANY a *****************************************
***** (1) right to use CSM's Technical Information, solely for manufacture of
semiconductor wafers and semiconductor circuits in factories of JV COMPANY in
Singapore, and (2) license under its copyrights on or covering any of CSM's
Technical Information to create derivative works, and to use, copy, distribute,
display, and perform CSM's Technical Information and any derivative works, but
only in connection with the design, development, manufacture, marketing, sale or
other disposal of semiconductor wafers or circuits. The rights granted to JV
COMPANY are restricted solely to use of CSM's Technical Information in
Singapore. Nothing in this Section 4.02 shall convey to JV COMPANY any right to
disclose CSM's Technical Information to any third party or to any Subsidiary of
JV COMPANY.
(b) CSM further grants to JV COMPANY a *********************************
************* (1) right to use CSM's Restricted Technical Information, solely
for manufacture in factories of JV COMPANY of semiconductor wafers and
semiconductor circuits for sale to CSM and certain customers of CSM designated
by CSM to JV COMPANY. No right is granted to JV COMPANY to use CSM's Restricted
Technical Information for any other purpose. No right is granted to Lucent to
use CSM's Restricted Technical Information for any purpose.
4.03 (a) JV COMPANY hereby assigns to Lucent and to CSM joint ownership, without
right of accounting to any party by any of the others, in all of JV COMPANY'S
Technical Information
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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
and copyrights and in JV COMPANY's Patents, subject to JV COMPANY retaining an
******************************************************************:
(1) right to use JV COMPANY'S Technical Information for the design,
development, manufacture, marketing or maintenance of any and all products;
(2) license under JV COMPANY'S copyrights on or covering any of JV
COMPANY'S Technical Information to create derivative works, and to use, copy,
distribute, display, and perform JV COMPANY'S Technical Information and any
derivative works;
(3) right to grant to third party suppliers rights of the scope retained
by JV COMPANY, to the extent reasonably necessary to carry out activities of
supplying JV COMPANY with products and services; and
(4) license under all of JV COMPANY's Patents to make, have made, use,
sell or otherwise dispose of, offer to sell, and import any and all products.
(b) There are countries which require the express consent of all
inventors or their assignees to the grant of licenses or rights under patents
issued in such countries for joint inventions. Each party shall give such
consent, or shall obtain such consent from its employees, as required to make
full and effective any grant of such licenses and rights made to a third party
respecting any invention jointly owned pursuant to this Section 4.03.
4.04 The rights granted to JV COMPANY under this Agreement shall include the
right to disclose to third party customers of JV COMPANY Technical Information
of the type specified in Exhibit E, provided that such disclosure is made
pursuant to a written confidentiality agreement between such customer and JV
COMPANY which binds such customer under confidentiality terms no less stringent
that those applicable to JV COMPANY under this Agreement.
4.05 No patent license is granted under this Agreement by either Lucent or CSM,
either expressly or by implication, to Lucent, CSM, or JV COMPANY, regardless of
whether the exercise of any right herein granted necessarily employs an
invention of any existing or later issued patent. Any such patent licenses and
rights, if appropriate, will be the subject of a separate agreement.
4.06 (a) The parties agree that, for the purposes of this Agreement, a "Joint
Invention" shall mean any invention made by one or more of one party's
employees, agents or consultants (where such agents or contractors have a legal
obligation to assign rights to such invention to the party) jointly with one or
more of another party's employees, agents or consultants, which invention is
first conceived or first actually reduced to practice during the term of this
Agreement. Notwithstanding the foregoing, JV COMPANY's interest in Joint
Inventions shall be assigned to Lucent and CSM in accordance with the provisions
of Section 4.03.
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(b) The following provisions of this Section shall apply only with
respect to any Joint Invention:
(i) As to all Joint Inventions, Lucent and CSM shall meet and
discuss matters relating to obtaining legal protection for such
Joint Inventions. If Lucent and CSM determine to file for patent
protection in any country, such application shall be made on
behalf of both Lucent and CSM and name Lucent and CSM as joint
and equal owners of the Joint Invention, including any trade
secrets and copyrights, and any patent issuing thereon, without
any right of accounting. All expenses incurred pursuant to the
filing, prosecution, and maintenance of any patent applications
and patents shall be divided equally between Lucent and CSM.
(ii) With respect to patent applications on the Joint Inventions,
neither Lucent nor CSM shall permit any such patent application
to become abandoned without giving the other party the
opportunity to assume the prosecution of such patent application
as soon as possible, which shall not be less than sixty (60)
days prior to the date on which it will become abandoned. Lucent
and CSM agree to provide each other with timely copies of all
official papers and correspondence related to the prosecution of
any such jointly owned patent application.
(iii) If, after Lucent and CSM shall meet and discuss matters relating
to obtaining legal protection for Joint Inventions, either
Lucent or CSM does not want to pursue filing a patent
application on the Joint Inventions in any country, the other
may independently pursue patent protection of the Joint
Invention in such country on behalf of that party only at that
party's sole expense. The company who so pursues patent
protection in such country shall be the sole owner of any and
all resulting patents, shall pay all filing, prosecution and
maintenance fees, and shall be entitled to all revenues derived
by such company relating to the issued patent, provided,
however, that the other company shall have a worldwide,
non-terminable, non-exclusive, royalty-free license under such
patent within such country and for the full term of such patent,
to make, have made, use, sell, offer for sale, import and market
products or processes utilizing or embodying the subject matter
claimed in such patent.
(c) All inventions, trade secrets, copyrights, and other intellectual
property, whether or not patentable, made or created solely by a party or its
employees, agents or consultants shall be owned by such party.
(d) All employees of CSM or Lucent who are "on loan" or "seconded" to JV
COMPANY shall be considered employees of CSM or Lucent, respectively, for the
purposes of this Section 4.06.
4.07 (a) Each party hereby assures each other party, with respect to information
of that other party, that it will not without a license or license exception
authorized by the Bureau of Export
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Administration of the U.S. Department of Commerce, Xxxxxxxxxx, X.X. 00000,
Xxxxxx Xxxxxx of America, if required
(i) export or release the information or software (including source
code) obtained pursuant to this Agreement to a national of
Country Groups D:1 or E:2 (15 C.F.R. Part 740, Supp. 1), Iran,
Iraq, Sudan, or Syria; or
(ii) export to Country Groups D:1 or E:2, or to Iran, Iraq, Sudan, or
Syria, the direct product (including processes and services) of
the information or software; or
(iii) if the direct product of the information is a complete plant or
any major component of a plant, export to Country Groups D:1 or
E:2, or to Iran, Iraq, Sudan, or Syria, the direct product of
the plant or major component.
This assurance will be honored even after the expiration date of this License
and Technology Transfer Agreement.
(b) Each party shall provide reasonable assistance to the other parties
with respect to obtaining any license required to export or re-export such
party's technical information, to the extent such export or re-export is
permitted under the terms of this Agreement. The obligation to obtain a license,
and any costs associated with obtaining any required export licenses shall be
borne by the party seeking to export or re-export the technical information.
4.08 (a) JV COMPANY agrees that it will not, without the prior written consent
of Lucent, knowingly transmit, directly or indirectly, Lucent's Technical
Information, Lucent's Restricted Technical Information, or any portion thereof
(or any other information obtained pursuant to this Agreement or any portion
thereof) to any country outside of Singapore, unless the recipient can
reasonably demonstrate that it is in the public domain through no act or default
on the part of JV COMPANY or CSM.
(b) JV COMPANY agrees that it will not, without the prior written
consent of CSM, knowingly transmit, directly or indirectly, CSM's Technical
Information or any portion thereof (or any other information obtained pursuant
to this Agreement or any portion thereof) to any country outside of Singapore,
unless the recipient can reasonably demonstrate that it is in the public domain
through no act or default on the part of JV COMPANY or Lucent.
ARTICLE 5
TERMINATION
5.01 Licenses and rights granted to JV COMPANY under this Agreement shall be
effective during the term commencing on the effective date hereof and continuing
until the termination of the Joint Venture Agreement. Any termination of the
Joint Venture Agreement shall not affect the rights granted to Lucent and CSM
under this Agreement.
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5.02(a) If JV COMPANY shall fail to fulfill one or more of its material
obligations under this Agreement in relation to Lucent or CSM, respectively, or
if JV COMPANY shall fail to fully comply with all the requirements of United
States law or other law applicable to this Agreement, Lucent or CSM, as the case
may be, may, upon each party's independent election and in addition to any other
remedies that it may have, at any time terminate all of Lucent's or CSM's
obligations hereunder and all of the licenses and rights granted by Lucent or
CSM hereunder by not less than two (2) months prior written notice to JV COMPANY
specifying any such breach of an obligation to that party or failure, unless
within the period of such notice all grounds specified therein for termination
pursuant to this Section 5.02(a) have been remedied.
(b) The obligations of the parties under Sections 4.07, 4.08, 6.04 and
6.05 shall survive and continue after any such termination of this Agreement or
rights hereunder.
(c) A breach by a party of its confidentiality obligations under Section
6.04(ii) shall not be grounds for termination under Sections 5.02(a) unless such
breach was intentional and such intentional breach may cause injury (whether
financial or otherwise) or have a negative impact (whether financial or
otherwise) on the party whose Technical Information was disclosed.
(d) The rights granted by JV COMPANY to Lucent and CSM shall be
irrevocable.
ARTICLE 6
MISCELLANEOUS PROVISIONS
6.01 This Agreement shall prevail in the event of any conflicting terms or
legends which may appear on documents or any Technical Information furnished
under this Agreement.
6.02 (a) Each party believes that the Technical Information to be furnished by
it hereunder will be true and accurate. However, no party shall be held to any
liability for errors or omissions in such Technical Information.
(b) Each party warrants that the Technical Information and copyrights
licensed by such party under this Agreement are the original work of such party
(or such party has a valid right to license such property) and it has the power
to grant the rights described in this Agreement.
(c) Each party (the "assisting party") shall, upon the other party's
(the "requesting party") request and at the requesting party's expense, furnish
reasonable assistance (including without limitation, providing to the requesting
party, access to employees of the assisting party who were involved in
developing the Technical Information, and making such employees available to
testify as expert witnessess as well as witnesses of fact at depositions and
trials) to facilitate the defense of any claim, action, or proceeding by a third
party alleging an infringement
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of any patent, where the allegation is based upon the use of Technical
Information of the assisting party.
6.03 (a) Except as provided in Section 6.02, the parties make no representations
or warranties, expressly or impliedly. By way of example but not of limitation,
the parties make no representations or warranties of merchantability or fitness
for any particular purpose with respect to any Technical Information provided or
licensed hereunder to any party, or that the use of any party's Technical
Information or any portion of it will not infringe any patent, copyright,
trademark or other intellectual property rights of any third party, and it shall
be the sole responsibility of the party to make such determination as is
necessary with respect to the acquisition of licenses under patents or other
intellectual property rights of third parties. The parties shall not be held to
any liability with respect to any patent infringement of a patent owned by a
third party on account of, or arising from the use of any Technical Information
provided or licensed hereunder.
(b) Each party (the "indemnifying party") agrees to indemnify and save
each other party harmless from any claims or demand for personal injury or
property damage (including reasonable expense of litigation and settlement of
such claims) by third persons to the extent that such claims arise out of or in
connection with the use by the indemnifying party of any Technical Information
licensed hereunder to the indemnifying party by such other parties.
6.04 JV COMPANY, Lucent, and CSM each agrees:
(i) that it will not use any Technical Information furnished or
licensed to it hereunder, except as expressly provided herein;
(ii) that it shall keep such Technical Information confidential
(including to the exclusion of CSM in the case of Lucent's
Restricted Technical Information), except that Technical
Information or portions thereof, if any, shall not be deemed
confidential and the recipient shall have no obligation with
respect to any such Technical Information or portions thereof
which (a) was in the recipient's possession before receipt from
the discloser, or (b) are rightfully received by the recipient
without restriction from a third party without a duty of
confidentiality on the third party, or (c) are provided by the
discloser to a third party without a duty of confidentiality on
such third party, or (d) are independently developed by
recipient, or (e) are or until the recipient can reasonably
demonstrate that it is or part of it is, in the public domain
through no act or default on the part of the recipient, its
Affiliates, its servants and/or agents, whereupon, to the extent
that it is public, this obligation shall cease; in addition, in
the event a recipient becomes compelled by law or regulatory
authority to disclose any of the Technical Information, the
recipient shall provide the discloser with prompt written notice
so that the discloser may seek protective order or other
appropriate remedy or waive compliance with the provisions of
this Section 6.04(ii). In the event that such protective order
or other remedy is not obtained, or that the discloser waives
compliance with the provisions of this
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Section 6.04(ii), the recipient shall furnish only that portion
of the Technical Information which it is required by law or
regulatory authority to disclose and will exercise its
commercially reasonable efforts to assure that confidential
treatment will be accorded the Technical Information;
(iii) that it will not, without the furnishing parties' express
written permission, make or have made, or permit to be made,
more copies of any of such Technical Information than are
necessary for its use hereunder, and that each such copy shall
contain the same proprietary notices or legends which appear on
the original of such Technical Information, and that no rights
are granted under this Agreement expressly or impliedly with
respect to any copyrights except as provided for in Article 4;
(iv) that it will not, without express written permission, (a) use in
advertising, publicity, or otherwise any trade name, trademark,
trade device, service xxxx, symbol or any other identification
or any abbreviation, contraction or simulation thereof owned or
used by the other parties, or (b) represent, directly or
indirectly, that any product or service produced in whole or in
part with the use of any of the Technical Information licensed
to it hereunder is a product or service of the other parties or
is made in accordance with or utilizes any information or
documentation of the other parties; provided, however, that
nothing in this Section 6.04(iv) shall be construed as
prohibiting any party from representing that it is licensed with
respect to Technical Information with respect to which such
party is licensed hereunder; and
(v) that all Technical Information and all documents furnished or
licensed hereunder shall remain the property of the party
furnishing and licensing such Technical Information and
documents, and that upon termination or expiration of this
Agreement or of a party's rights hereunder, such party shall
upon request deliver to the party owning such Technical
Information and documents, all documents in its possession or
under its control containing any of such Technical Information
and all copies thereof (for the purposes of this Section
6.04(v), documents in the possession or under the control of JV
COMPANY shall not be considered in the possession or under the
control of the other parties hereto).
6.05 It is recognized that during the performance of this Agreement, each
party's personnel may unavoidably receive or have access to private or
confidential information of the other parties which is not part of the Technical
Information. Each party agrees that all such information, if subsequently
reduced to writing and identified by the parties as constituting confidential
information, shall be treated for the purposes of the provisions of this Article
7 as if it were Technical Information, provided that any such confidential
information which is non-technical in nature shall be kept confidential for a
period of five years following the termination of this Agreement.
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6.06 (a) No party shall be liable for any loss, damage, delay or failure of
performance resulting directly or indirectly from any cause which is beyond its
reasonable control, including but not limited to acts of God, riots, civil
disturbances, wars, states of belligerency or acts of the public enemy, strikes,
work stoppages, or the laws, regulations, acts or failure to act of any
governmental authority. In the event that performance under this Agreement is
prevented for a continuous period of two (2) months or longer by any of the
foregoing causes, the parties shall have the right to terminate this Agreement
by giving written notice to the other parties and Article 5 shall be applicable
to such termination.
(b) No party shall be liable for incidental or consequential loss or
damages of any nature, however caused.
6.07 This Agreement, in the English language, sets forth the entire agreement
and understanding between the parties as to the subject matter hereof and merges
all prior discussions between them, and neither of the parties shall be bound by
any conditions, definitions, warranties, understandings or representations with
respect to such subject matter other than as expressly provided herein, or in
any prior existing written agreement between the parties, or as duly set forth
on or subsequent to the effective date hereof in writing, in the English
language, and signed by a proper and duly authorized representative of the party
to be bound thereby. Any modification to this Agreement shall be enforceable
only if it is in a writing signed by the party against which the modification is
sought to be enforced.
6.08 This Agreements shall be interpreted in accordance with the laws of the
State of New York, United States of America, without regard to conflicts of laws
provisions.
6.09 Neither party may assign this Agreement or any part thereof, nor transfer
licenses or rights hereunder to anyone other than a Subsidiary without the
written consent of the other party hereto. However, if Lucent or CSM divests all
or a portion of its business and such divested business continues operation as a
separately identifiable business, then the licenses granted hereunder to the
divesting party may be assigned to such divested separate business, but only (i)
for the duration and term of licenses as specified in this Agreement, (ii) to
the extent and for the time the divested business functions as a separately
identifiable business, and (iii) for products and services of the kind provided
by the divested business prior to its divestiture and not to any products or
services of any entity which acquires the divested business. If the party
divesting such business is required to make royalty payments under this
Agreement, it shall continue to be obligated to make such payments for itself
and for the divested business. Any such divestiture or other business
reorganization affecting the ownership or title of any of a party's patents
shall be made subject to the rights and obligations created under this
Agreement.
6.10 (a) In case any dispute or difference shall arise amongst the parties as to
the construction of this Agreement or as to any matter or thing of whatsoever
nature arising hereunder or in connection herewith, including any question
regarding its existence, validity or termination, such dispute or difference
shall be submitted to a committee comprised of one individual from each of the
parties. If such committee is unable to resolve such dispute within 14 days of
such
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submission, it shall submit the dispute to a committee comprised of one senior
manager from each party, being in the case of:
CSM: the President
Lucent: the Customer Satisfaction and Business Development Vice
President
JV Company: the General Manager
If such senior managers are unable to resolve such dispute within 14 days of
such submission, it shall be submitted to a committee comprised of one senior
officer from each party being in the case of: -
CSM: the Chairman of the Board of CSM
Lucent: the Vice President, Integrated Circuits Division
JV Company: the General Manager
(b) If such senior officers are unable to resolve the dispute within 14
days of such submission, it shall be submitted to a single arbitrator to be
appointed by the parties in dispute (the "Arbitrator"). If the parties fail to
agree on an Arbitrator within 14 days after one party has given to the other
party a written request to concur in the appointment of an Arbitrator, a single
arbitrator (the "ICC Arbitrator") shall be appointed on the request of any party
within 10 days after the 14 day period by the International Chamber of Commerce
and such submission shall be a submission to arbitration in accordance with the
Rules of Conciliation and Arbitration of the International Chamber of Commerce
as presently in force by which the parties agree to be so bound. The Arbitrator
or the ICC Arbitrator, as applicable, shall have 14 days after his appointment
to request and receive all information (whether written or oral) relating to the
dispute from Lucent, CSM and JV COMPANY. Each of Lucent and CSM shall use its
commercially reasonable efforts to comply with all of such requests for
information. Lucent and CSM shall jointly cause JV COMPANY to comply with all of
the Arbitrator's and the ICC Arbitrator's requests for information. The place of
arbitration shall be London, England and the arbitration shall be conducted
wholly in the English language. The Arbitrator or the ICC Arbitrator, as
applicable, shall render his decision within 30 days after his appointment or,
in the event the Arbitrator or the ICC Arbitrator, as applicable, requires any
hearings or proceedings with respect to such arbitration, within 15 days after
the completion of such hearings or proceedings.
6.11 Each of the parties hereto hereby irrevocably agrees not to claim and
irrevocably waives any claim or right (whether or not claimed), which it has or
may hereafter acquire under any law, regulation, treaty or international
agreement to immunity for itself, or any of its revenues, assets or properties
or those of any of its agencies or instrumentalities from the jurisdiction of
any court (including but not limited to any court of the United States of
America or the States of New York or New Jersey) with respect to the enforcement
of an arbitral award rendered pursuant to Section 6.10 against any of them.
6.12 All article headings and the table of contents are for convenience purposes
only and shall in no way affect, or be used in, the interpretation of this
Agreement.
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6.13 None of the parties shall divulge to any third party (except to their
respective professional advisers) any information regarding the existence or
subject matter of this Agreement, or any other agreement referred to in, or
executed in connection with, this Agreement, without the prior agreement of the
other party in writing except as and to the extent that any such party shall be
so obligated by law or pursuant to the regulations of a stock exchange or other
regulatory body in which case the other party shall be so advised and the
parties shall use their best efforts to cause a mutually agreeable release or
statement to be made. In the event that this Agreement or any other agreement is
proposed to be disclosed to any such body in whole or in part the parties agree
to fully cooperate to limit the scope of any such disclosure and to obtain an
appropriate protective order if reasonably practicable.
ARTICLE 7
ADMINISTRATION OF AGREEMENT, NOTICES
AND STATEMENTS
7.01(a) Until further notice in writing, the following individuals or
organizations shall administer activities and performances under this Agreement:
CSM : CHARTERED SEMICONDUCTOR MANUFACTURING LTD
00, Xxxxxxxxx Xxxxxxxxxx Xxxx X Xxxxxx 0
Xxxxxxxxx 000000
Facsimile No. : (00) 000 0000
Attention : Director, Logic
Central Integration
Lucent : LUCENT TECHNOLOGIES INC.
Microelectronics Division
000 Xxxxx Xxxxxxxxx
Xxxxxxxxx, XX 00000-0000
Facsimile No. : 000 000 000-0000
Attention : Customer Satisfaction
and Business Development
Vice President
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For JV COMPANY:
SILICON MANUFACTURING PARTNERS PTE LTD
c/o Singapore Technologies Pte Ltd
00, Xxxxxxx Xxxx Xxxxx
#02-09/12
The Xxxxxxxxxx
Xxxxxxxxx Xxxxxxx Xxxx
Xxxxxxxxx 000000
Facsimile No. : (00) 000-0000
Attention : General Manager
(b) All requests for information and documents by any party shall be
made in writing to the organization designated in Section 7.01(a). The party
receiving a request shall acknowledge the request in writing and shall within
fourteen (14) days after the receipt of the written request indicate whether it
will or will not comply with such request or propose an alternative to such
request.
7.02 All notices, demands or other communications required or permitted to be
given or made hereunder shall be in writing and delivered personally or sent by
prepaid registered post (by air-mail if to or from an address outside Singapore)
with recorded delivery, or by facsimile transmission (provided that the receipt
of such facsimile transmission is confirmed by the dispatch of a hard copy of
the facsimile sent immediately thereafter by prepaid registered post) addressed
to the intended recipient thereof at its address or at its facsimile number set
out in this Agreement (or to such other address or facsimile number as a party
to this Agreement may from time to time duly notify the others in writing). Any
such notice, demand or communication shall be deemed to have been duly served,
if given or made by facsimile, immediately at the time of dispatch (provided
that the receipt of such facsimile transmission is confirmed by the dispatch of
a hard copy of the facsimile sent immediately thereafter by prepaid registered
post) or, if given or made by letter, immediately if delivered personally or 48
hours after posting or, if given or made by air-mail, ten days after posting and
in proving the same it shall be sufficient to show that personal delivery was
made or that the envelope containing such notice was duly addressed, stamped and
posted. The address and facsimile numbers of the parties for the purpose of this
Agreement are:
CSM : CHARTERED SEMICONDUCTOR MANUFACTURING LTD
00, Xxxxxxxxx Xxxxxxxxxx Xxxx X Xxxxxx 0
Xxxxxxxxx 000000
Facsimile No. : (00) 000 0000
Attention : Legal Department
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Lucent : LUCENT TECHNOLOGIES MICROELECTRONICS PTE
LTD.
0, Xxxxxxx Xxxxxx, Xxxxx Xxxx Xxxxxxxxxx Xxxx
Xxxxxxxxx 000000
Facsimile No. : 000-00-0000000
Attention : Managing Director
with a copy to: LUCENT TECHNOLOGIES INC.
Microelectronics Division
Xxx Xxx Xxx
Xxxxxxxx Xxxxxxx, XX 00000-0000
Facsimile No. 000 000 000-0000
Attention: Legal Department
For JV COMPANY:
SILICON MANUFACTURING PARTNERS PTE LTD
c/o Singapore Technologies Pte Ltd
00, Xxxxxxx Xxxx Xxxxx
#02-09/12
The Xxxxxxxxxx
Xxxxxxxxx Xxxxxxx Xxxx
Xxxxxxxxx 000000
Facsimile No. : (00) 000-0000
Attention : The Company Secretary
Corporate Secretariat Department
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IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed
in duplicate originals by its duly authorized representatives on the respective
dates entered below.
LUCENT TECHNOLOGIES MICROELECTRONICS PTE LTD.
By: /s/ Xxxxxx X. Xxxx
-------------------------------------
Name: Xxxxxx X. Xxxx
-----------------------------------
Title: Director
----------------------------------
Date: 17 February 1998
-----------------------------------
CHARTERED SEMICONDUCTOR MANUFACTURING LTD.
By: /s/ Tan Xxxx Xxxx
-------------------------------------
Name: Tan Xxxx Xxxx
-----------------------------------
Title: President and CEO
----------------------------------
Date: 17 February 1998
-----------------------------------
SILICON MANUFACTURING PARTNERS PTE LTD.
By: /s/ Xxxx X.X. Xxxxxx
-------------------------------------
Name: Xxxx X.X. Xxxxxx
-----------------------------------
Title: Director
----------------------------------
Date: 17 February 1998
-----------------------------------
THIS AGREEMENT DOES NOT BIND OR OBLIGATE ANY PARTY
IN ANY MANNER UNLESS DULY EXECUTED BY AUTHORIZED
REPRESENTATIVES OF ALL PARTIES
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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
EXHIBIT A
LUCENT'S TECHNICAL INFORMATION
Lucent's ****** Digital and Linear Process 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
Lucent's Technical Information shall not include Lucent's ****** BiCMOS, FLASH
and embedded DRAM modules.
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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
EXHIBIT B
LUCENT'S RESTRICTED TECHNICAL INFORMATION
Lucent'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
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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
EXHIBIT C
CSM'S TECHNICAL INFORMATION
For the following Process Modules,
(1) CSM's ********************************************************** Process
Module;
(2) CSM's ****************************** Process Module; and
(3) CSM's ************************************
*************** Process Module,
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
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EXHIBIT D
CSM'S RESTRICTED TECHNICAL INFORMATION
(INTENTIONALLY LEFT BLANK)
CSM shall be entitled, from time to time and upon written notice to Lucent and
JV COMPANY, to add to this Exhibit D technology which has not been provided to
or licensed to Lucent or JV COMPANY.
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EXHIBIT E
TECHNICAL INFORMATION WHICH MAY BE DISCLOSED TO CUSTOMERS
The following portions of Lucent'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
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2. Electrical Test Information
Spice Model Spec
Xxxxx - 00
Xxxxx - 00
Xxxxx - 00
XXXX0
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/Qualification/Production
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