Exhibit 6.1
This Letter Agreement is effective as of September 26, 2002 by and between Agere
Systems Inc. with offices at 0000 Xxxxxxxx Xxxxxxx XX, Xxxxxxxxx, Xxxxxxxxxxxx
00000 (hereinafter "Agere") and Chartered Semiconductor Manufacturing Ltd, a
corporation with offices at 00 Xxxxxxxxx Xxxxxxxxxx Xxxx X, Xxxxxx 0, Xxxxxxxxx
000000 ("Chartered").
In consideration of the mutually acceptable terms and conditions set forth
below, the receipt and sufficiency of which is hereby acknowledged, the parties
agree as follows:
1. Chartered agrees to waive any of Agere's take-or-pay liability that
arises under the Manufacturing Agreement effective January 1, 1995,
restated as of January 26, 1999 and amended as of July 31, 2000 (the
"Manufacturing Agreement"). This waiver applies to any existing
take-or-pay liability and any future take-or-pay liability during the
term of the Manufacturing Agreement.
2. In consideration for paragraph 1, Agere agrees that Chartered's
royalty obligations under section 2.02 of the Patent License Agreement
effective January 1, 1998 (the "Patent License Agreement") would be
deemed satisfied until such time as Agere's ownership interest in SMP
falls below 49%. For purposes of clarifying the parties' intent, as of
the effective date of this Letter Agreement, there are no patent
royalties owed by Chartered to Agere.
3. Except as modified in this Letter Agreement, all other terms of the
Manufacturing Agreement and the Patent License Agreement remain in
full force and effect.
4. This Letter Agreement shall be governed in accordance with the laws of
the State of New York, excluding any conflicts-of-law or choice-of-law
rule or principle that might otherwise refer construction or
interpretation of this Agreement to the substantive law of another
jurisdiction.
5. This Letter Agreement shall not be modified or amended except by a
writing signed by Agere and Chartered. This Letter Agreement may be
executed and delivered in any number of counterparts (including by
facsimile) with the same effect as if the parties hereto had signed
the same document. All counterparts shall be construed together and
shall constitute one and the same original agreement.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
their duly authorized representatives.
CHARTERED SEMICONDUCTOR
MANUFACTURING LIMITED AGERE SYSTEMS INC.
By: /s/ Chia Song Hwee By: /s/ Xxxxxxx Xxxxxxxx
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Name: Chia Song Hwee Name: Xxxxxxx Xxxxxxxx
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Title: President & CEO Title: Vice President - Law
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Date: 28 September 2002 Date: 29 September 2002
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