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REDACTED FOR CONFIDENTIALITY
EXHIBIT 10.13
TECHNOLOGY TRANSFER AGREEMENT
BETWEEN
LUCENT TECHNOLOGIES INC.
AND
CHARTERED SEMICONDUCTOR MANUFACTURING LTD.
RELATING TO SEMICONDUCTOR MANUFACTURING TECHNOLOGY
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TECHNOLOGY TRANSFER AGREEMENT
TABLE OF CONTENTS
PAGE
NO.
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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 5
ARTICLE 6 - MISCELLANEOUS PROVISIONS 6
ARTICLE 7 - ADMINISTRATION OF AGREEMENT, NOTICES AND STATEMENTS 11
EXHIBIT A - LUCENT'S TECHNICAL INFORMATION 14
EXHIBIT B - CSM'S TECHNICAL INFORMATION 15
EXHIBIT C - LIST OF SUBSIDIARIES 16
EXHIBIT D - TECHNICAL INFORMATION THAT MAY BE DISCLOSED TO CUSTOMERS 17
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TECHNOLOGY TRANSFER AGREEMENT
This Agreement is effective upon execution by Lucent Technologies Inc.
("Lucent"), a Delaware corporation having an office at 000 Xxxxxxxx Xxxxxx,
Xxxxxx Xxxx, Xxx Xxxxxx 00000, Xxxxxx Xxxxxx of America, 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.
WHEREAS, Lucent and CSM each have expertise in the manufacture of semiconductor
wafers and circuits; and
WHEREAS, Lucent desires to grant licenses under certain technology of Lucent to
CSM for use in the operation CSM's wafer fabs, and CSM desires to grant licenses
under certain technology of CSM to Lucent for use in the operation Lucent's
wafer fabs, in accordance with the terms of this 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
Technologies Microelectronics Pte. Ltd., a Singapore corporation and Subsidiary
of Lucent ("Microelectronics-Singapore"), 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 B of this Agreement.
JOINT VENTURE AGREEMENT means the joint venture agreement between CSM and
Microelectronics-Singapore executed on December 19, 1997.
JOINT VENTURE COMPANY means the company formed pursuant to the Joint Venture
Agreement.
LUCENT'S TECHNICAL INFORMATION means the technical information specifically
identified on Exhibit A of this 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
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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 and
CSM's Technical Information.
THREE PARTY TTA means the Technology Transfer Agreement concurrently entered
into herewith among CSM, Microelectronics-Singapore and the Joint Venture
Company.
ARTICLE 2
INFORMATION FURNISHED
2.01(a) Lucent shall, within two (2) weeks after CSM's written request (but not
prior to the Completion Date), commence furnishing Lucent's Technical
Information (in the English language) listed in Exhibit A to CSM, 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 CSM of the reasons therefor and such additional
reasonable period within which Lucent shall furnish such information or portions
thereof to CSM.
(b) CSM shall, within two (2) weeks after Lucent's written request (but
not prior to the Completion Date), commence furnishing CSM's Technical
Information (in the English language) listed in Exhibit B to Lucent, 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 Lucent of the reasons therefor and such additional
reasonable period within which CSM shall furnish such information or portions
thereof to Lucent.
(c) Delivery of any Technical Information by Lucent or CSM ("the
furnishing party") shall be deemed completed on the date such Technical
Information is shipped by such company or one of its Subsidiaries.
(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 or CSM's
Technical Information, as the case may be.
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2.02 All inventions, trade secrets, copyrights, and other intellectual property,
whether or not patentable, made or created solely by a party or its employees
shall be owned by such party. Any improvements to the Technical Information
which are made by a party's employees (and agents or contractors with a legal
obligation to assign rights to such Technical Information to the party) and
licensed by such party to the Joint Venture Company pursuant to the terms of the
Three Party TTA for use by the Joint Venture Company in the manufacture of
products for both Lucent and CSM shall be deemed licensed by such party to the
other party, under the terms and conditions specified in this Agreement. Nothing
in this Section 2.02 shall require any party to make any such improvements or to
license any such improvements to Joint Venture Company for use by Joint Venture
Company in the manufacture of products for both Lucent and CSM.
ARTICLE 3
SERVICES TO BE PROVIDED
3.01 (a) In order to facilitate each party's use of the other party's Technical
Information under this Agreement, CSM shall furnish to Lucent, and Lucent shall
furnish to CSM, training services, at no additional cost, at Lucent's facilities
in Orlando, Florida. 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 CSM shall be conducted at or about the time CSM
makes the initial delivery of CSM's Technical Information to Lucent, or at
Lucent's option, at another time to be specified by Lucent not later than six
(6) months following the final delivery of Technical Information by CSM to
Lucent pursuant to this Agreement. The training by Lucent shall be conducted at
or about the time Lucent makes the initial delivery of Lucent's Technical
Information to CSM, or at CSM's option, at another time to be specified by CSM
not later than six (6) months following the final delivery of Technical
Information by Lucent to CSM pursuant to this Agreement. Each party shall give
the other party thirty (30) days prior notice of the date on which such party
desires such training to begin.
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
3.04 Lucent does not contemplate the provision of assistance or training
services in any country other than the United States under this Agreement. Any
such assistance or training services to be provided, if required, would be the
subject of a separate agreement. Assistance or training by CSM to Lucent will be
provided in Singapore.
ARTICLE 4
GRANTS OF RIGHTS
4.01 Lucent grants to CSM a ********************************************** (1)
right to use Lucent's Technical Information, solely for manufacture of
semiconductor wafers and semiconductor circuits in factories of CSM or
Subsidiaries listed in Exhibit C, 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. Nothing in this Section 4.01 shall convey to CSM any right to disclose
Lucent's Technical Information to any third party.
4.02 CSM grants to Lucent a ********************************************** (1)
right to use CSM's Technical Information, solely for manufacture of
semiconductor wafers and semiconductor circuits in factories of Lucent or
Subsidiaries listed in Exhibit C, 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. Nothing in this Section 4.02 shall convey to Lucent any right to
disclose CSM's Technical Information to any third party.
4.03 The licenses granted in Sections 4.01 and 4.02 shall include the right to
grant sublicenses within the scope of such licenses to a party's (1)
wholly-owned Subsidiaries for so long as they remain wholly-owned Subsidiaries,
and (2) Subsidiaries identified on Exhibit C. Each party may, from time to time,
add Subsidiaries to its list of Subsidiaries in Exhibit C with the consent of
the other party, which consent shall not be withheld unreasonably.
4.04 The rights granted to each party under this Agreement shall include the
right to disclose to third party customers of such party Technical Information
of the type specified in Exhibit D, provided that such disclosure is made
pursuant to a written confidentiality agreement between such customer and such
party which binds such customer under confidentiality terms no less stringent
that those applicable to the disclosing party under this Agreement.
4.05 No patent license is granted under this Agreement by either Lucent or CSM,
either expressly or by implication, 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.
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4.06 (a) Each party hereby assures the 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 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 Technology
Transfer Agreement.
(b) Each party shall provide reasonable assistance to the other party
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.
ARTICLE 5
TERMINATION
5.01 Licenses and rights granted to Lucent and CSM under this Agreement shall be
effective during the term commencing on the effective date hereof and continuing
until such licenses and rights are terminated pursuant to the provisions hereof.
Any termination of the Joint Venture Agreement shall not affect the rights
granted to Lucent and CSM under this Agreement.
5.02(a) If Lucent shall fail to fulfill one or more of its material obligations
under this Agreement, or if Lucent shall fail to fully comply with all the
requirements of United States law or other law applicable to this Agreement, CSM
may, in addition to any other remedies that it may have, at any time terminate
all of the licenses and rights granted by CSM hereunder by not less than two (2)
months prior written notice to Lucent specifying any such breach or failure,
unless within the period of such notice all grounds specified therein for
termination pursuant to this Section 5.02(a) shall have been remedied.
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(b) If CSM shall fail to fulfill one or more of its material
obligations under this Agreement, or if CSM shall fail to fully comply with all
the requirements of United States law or other law applicable to this Agreement,
Lucent may, in addition to any other remedies that it may have, at any time
terminate all of the licenses and rights granted by Lucent hereunder by not less
than two (2) months prior written notice to CSM specifying any such breach or
failure, unless within the period of such notice all grounds specified therein
for termination pursuant to this Section 5.02(b) shall have been remedied.
(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) and
(b) of the licenses to such party 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 non-breaching party.
(d) The obligations of Lucent and CSM under Sections 4.05, 6.04 and
6.05, shall survive and continue after any such termination.
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.
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.
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(b) Each party (the "indemnifying party") agrees to indemnify and save
the 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 party.
(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 to facilitate the defense of any claim, action, or
proceeding by a third party alleging an infringement of any patent, where the
allegation is based upon the use of Technical Information of the assisting
party.
6.04 Lucent and CSM each agrees:
(i) that it will not use any Technical Information furnished and
licensed to it hereunder, except as expressly provided herein;
(ii) that it shall keep such Technical Information confidential,
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 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 party's 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
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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 party, 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 party or is made in accordance with or utilizes
any information or documentation of the other party; 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 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 the Joint Venture Company shall not be
considered in the possession or under the control of a party
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 in by the parties as constituting confidential
information, shall be treated for the purposes of the provisions of this Article
VI 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.
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 party and Article 5 shall be applicable to
such termination.
(b) No party shall not be liable for incidental or consequential loss
or damages of any nature, however caused.
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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 either of the parties
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 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
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: Vice President, Integrated Circuits Division
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(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 (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 and CSM. Each of Lucent and CSM shall use its commercially
reasonable efforts to comply with all of such 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 party 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 either of the parties.
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.
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.
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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
(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
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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
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
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
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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 INC.
By: /s/ X.X. Xxxxxx
--------------------------------------
X. X. Xxxxxx
Vice President - Intellectual Property
Date: 13 February 1998
------------------------------------
CHARTERED SEMICONDUCTOR MANUFACTURING LTD.
By: /s/ Tan Xxxx Xxxx
--------------------------------------
Tan Xxxx Xxxx
President and Chief Financial Officer
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
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 C
LIST OF SUBSIDIARIES
LUCENT'S SUBSIDIARIES
Cirent Semiconductor
Silicon Manufacturing Partners Pte Ltd.
CSM'S SUBSIDIARIES
Chartered Silicon Partners Pte, Ltd.
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EXHIBIT D
TECHNICAL INFORMATION WHICH MAY BE DISCLOSED TO CUSTOMERS
The following portions of Lucent's Technical Information (Exhibit A) and CSM's
Technical Information (Exhibit B) 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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