EXHIBIT 6.1
Effective as of 28 March 2002
AGERE SYSTEMS INC.
(formerly known as "the Microelectronics Group of Lucent Technologies Inc.")
- and -
CHARTERED SEMICONDUCTOR MANUFACTURING LTD
AMENDMENT AGREEMENT (NO. 3)
TO
TECHNOLOGY TRANSFER AGREEMENT
DATED 17 FEBRUARY 1998
AMENDMENT AGREEMENT (NO. 3)
THIS AMENDMENT AGREEMENT (NO. 3) is effective as of 28 March 2002
BETWEEN :-
(1) AGERE SYSTEMS INC. (formerly known as the Microelectronics Group of
Lucent Technologies Inc) ("Agere"), a Delaware corporation having an
office at 000 Xxxxx Xxxxxxxxx, Xxxxxxxxx, Xxxxxxxxxxxx 00000, Xxxxxx
Xxxxxx of America; and
(2) CHARTERED SEMICONDUCTOR MANUFACTURING LTD ("CSM"), a company
incorporated in Singapore with its registered office at 00, Xxxxxxxxx
Xxxxxxxxxx Xxxx X, Xxxxxx 0, Xxxxxxxxx 000000;
Agere and CSM are collectively referred to herein as "Parties" and
individually referred to herein as a "Party".
WHEREAS:-
(A) The Parties have entered into a Technology Transfer Agreement dated 17
February 1998 (the "Technology Transfer Agreement").
(B) The Parties have entered into an Amendment Agreement (No. 1) (the
"Amendment Agreement (No.1)") to vary the Technology Transfer Agreement
with effect from 31 July 2000. The Amendment Agreement (No. 1) was
superseded by an Amendment Agreement (No. 2) (the "Amendment Agreement
No. 2") with effect from 20 March 2001.
(C) The Parties are entering into this Amendment Agreement (No. 3) to vary
the Technology Transfer Agreement with effect from the effective date
of this Amendment Agreement (No. 3). Further, this Amendment Agreement
(No. 3) shall replace the Amendment Agreement (No. 2) in its entirety.
IT IS AGREED as follows:-
1. INTERPRETATION
All terms and references used in the Technology Transfer Agreement and
which are defined or construed in the Technology Transfer Agreement but
are not defined or construed in this Amendment Agreement (No. 3) shall
have the same meaning and construction in this Amendment Agreement (No.
3) as in the Technology Transfer Agreement.
2. AMENDMENTS TO THE TECHNOLOGY TRANSFER AGREEMENT
The Parties agree that with effect from the date of this Amendment
Agreement (No. 3):-
(A) All references to "Lucent" in the Technology Transfer
Agreement shall be amended by deleting the same and replacing
therewith, the word "Agere".
(B) The following exhibits of the Technology Transfer Agreement
- Exhibit A Lucent's Technical Information
- Exhibit B CSM's Technical Information
- Exhibit C List of Subsidiaries
- Exhibit D Technical Information Which May Be Disclosed To
Customers
shall be amended by deleting the said exhibits in their
entirety and replacing therewith, the exhibits attached to
this Amendment Agreement (No. 3) and marked as
- "Exhibit A Agere's Technical Information"
- "Exhibit B CSM's Technical Information"
- "Exhibit C List of Subsidiaries"
- "Exhibit D Technical Information Which May Be Disclosed to
Customers" respectively.
3. SAVING AND INCORPORATION
(A) Save as expressly amended by this Amendment Agreement (No. 3), the
terms and conditions of the Technology Transfer Agreement shall
continue to be in full force and effect in all other respects.
(B) The Technology Transfer Agreement and this Amendment Agreement (No. 3)
shall be construed as one document and this Amendment Agreement (No. 3)
shall be deemed to be part of the Technology Transfer Agreement. Where
the context so permits, references in the Technology Transfer Agreement
and in this Amendment Agreement (No. 3) to "the Technology Transfer
Agreement" or "this Agreement" shall be read and construed as
references to the Technology Transfer Agreement as amended and
supplemented by this Amendment Agreement (No. 3).
4. Governing Law
This Amendment Agreement (No. 3) shall be interpreted in accordance
with the law of the State of New York, United States of America,
without regard to conflicts of laws provisions.
IN WITNESS WHEREOF the parties have entered into this Amendment Agreement (No.
3) as of the later date stated below.
AGERE SYSTEMS INC. (FORMERLY KNOWN AS THE MICROELECTRONICS GROUP OF LUCENT
TECHNOLOGIES INC.)
By: /s/ Xxxxxx X. xxXxxxx
---------------------------------------------
Xxxxxx X. xxXxxxx
Vice President, Intellectual Property and Law
Date:
-------------------------------------------
CHARTERED SEMICONDUCTOR MANUFACTURING LTD
By: /s/ Xxxx Xxxxxx
---------------------------------------------
Xxxx Xxxxxx
VP & Chief Technology Officer
Date:
-------------------------------------------
[c: 2Pty TTA Amend3 25Jan02]
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
AGERE'S TECHNICAL INFORMATION
Agere's Technical Information shall comprise the following:
(A) Agere's **** and **** and **** and **** Digital and Linear Process
Technologies
1. Process Flow
2. Process Log
3. Process recipes and tool set-ups
4. Target film thicknesses
5. Schematic cross-sections
6. Electrical specifications
7. Layout rules
8. Transistor spice files
9. Device characterization data
10. Process characterization data
11. Process capability data
12. Yield and Defect Density Trend data
13. Reliability Characterisation data and Qualification Reports
14. FMA results
15. Equipment and Materials specifications
Agere's Technical Information shall not include Agere's BiCMOS, FLASH
and embedded DRAM modules.
(B) The following modules in Agere's **** and **** Digital Process
Technology:
1. ************* module
2. ********************* module
3. Any other module required for the manufacture of products that are
jointly developed by Agere and *********************** and that
Agere agrees in writing may be manufactured by CSM.
CSM's right to use Agere's Technical Information specified in (B) above
is limited to such use in connection with the manufacture of such
jointly-developed products for ********************* and not for the
manufacture of any other products.
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
(A) For the following Process Modules,
(1) CSM's ********************************** Process Technology;
(2) CSM's ********************************** Process Technology;
(3) CSM's ********************************** Process Technology;
(4) CSM's ******************************************** Process Module;
(5) CSM's ********************************* Process Technology and
derivatives;
(6) CSM's ********************* Process Technology;
(7) CSM's ********************************** Process Technology; and
(8) CSM's ********************** Process Technology.
(9) CSM's **************************************** Process Technology.
CSM will provide the following Technical Information:
1. Process Flow
2. Process Log
3. Process recipes and tool set-ups
4. Target film thicknesses
5. Schematic cross-sections
6. Electrical specifications
7. Layout rules
8. Transistor spice files
9. Device characterization data
10. Process characterization data
11. Process capability data
12. Yield and Defect Density Trend data
13. Reliability Characterisation data and Qualification Reports
14. FMA results
15. Equipment and Materials specifications
REDACTED CONFIDENTIAL TREATMENT REQUESTED
The asterisked portions of this document
have been omitted and are filed separately
with the Securities and Exchange Commission
(B) CSM's Technical Information shall not include :-
(1) any of CSM's customer specific derivative process technologies based on
any of CSM's baseline Process Technologies listed above in Section A of
this Exhibit C;
(2) CSM's ********************************** Process Technologies;
(3) CSM's ********************************** Process Technologies; and
(4) CSM's ************************ Process Technologies.
EXHIBIT C
LIST OF SUBSIDIARIES
AGERE'S SUBSIDIARIES
Cirent Semiconductor
Silicon Manufacturing Partners Pte Ltd
CSM'S SUBSIDIARIES
Chartered Silicon Partners Pte Ltd
REDACTED CONFIDENTIAL TREATMENT REQUESTED
The asterisked portions of this document
have been omitted and are filed separately
with the Securities and Exchange Commission
EXHIBIT D
TECHNICAL INFORMATION WHICH MAY BE DISCLOSED TO CUSTOMERS
The following portions of Agere's Technical Information (Exhibit A) and CSM's
Technical Information (Exhibit C) can be provided to customers under appropriate
confidentiality terms in accordance with the provisions of Article 4:
1. Process Information
Process Name
Technology
Process Type
Number of Poly Layers
Number of Metal Layers
Poly Type
Voltage Type
Module Addition
Process Description
Starting Material Type(s)
Non-EPI Layer
Epitaxial Layer
Process Runsheet Spec
Non-Proprietary Process Flow Spec
Schematic Cross-Sections
Topological Design Rule Spec
Mask Bias Table Spec
Number of Reticles
Number of Masking Layers
Frame Doc #
Frame Table #
Reliability Spec
CSM's **** and ********** Bitcells
2. Electrical Test Information
Spice Model Spec
Xxxxx - 00
Xxxxx - 00
Xxxxx - 00
Xxxxx - 53
BSIM3
Electrical Parameters Spec
Electrical Test Spec
Electrical Test Program Spec
3. Qualification Plan
Reliability Results Report (at QA)
Qual Report
4. Phase of Process
Engineering Prototype/ Pilot Production/ Production
