1
EXHIBIT 10.2
REDACTED FOR CONFIDENTIALITY
PATENT LICENSE AGREEMENT
AMENDMENT
This Amendment, effective upon the execution by both parties, is between LUCENT
TECHNOLOGIES INC. ("LUCENT"), a Delaware corporation, having an office at
000 Xxxxxxxx Xxxxxx, Xxxxxx Xxxx, Xxx Xxxxxx 00000, and CHARTERED SEMICONDUCTOR
MANUFACTURING, LTD., ("CSM"), a Singapore corporation, having an office at
00 Xxxxxxxxx Xxxxxxxxxx Xxxx X Xxxxxx 0, Xxxxxxxxx 000000.
WHEREAS, the parties have entered into a Patent License Agreement dated
January 1, 1998 ("Patent License Agreement");
WHEREAS, the parties have entered into a Joint Venture Agreement dated
December 19, 1997 ("Joint Venture Agreement");
WHEREAS, the parties have also entered into a Joint Development Agreement
("Joint Development Agreement") for Process Technologies effective July 31,
2000; and
WHEREAS, the parties wish to amend the term and the scope of patent rights
granted under the Patent License Agreement such that they are consistent with
the Joint Development Agreement;
NOW THEREFORE, the parties agree to amend the Patent License Agreement as
follows:
1. Revise the definition of CSM's PATENTS as follows:
In subparagraph (1), change the date from January 1, 2003 to January 1,
2006.
2. Delete the definition of LIMITED PERIOD in its entirety and replace it with
the following:
LIMITED PERIOD means the period commencing on the effective date of this
Agreement and continuing until such time as when both the Joint Venture
Agreement and the Joint Development Agreement have terminated.
3. Revise the definition of LUCENT's PATENTS as follows:
In subparagraph (1), change the date from January 1, 2003 to January 1,
2006.
4. Revise Section 2.02(b)(2) by adding the following paragraph:
The rate of **** is a discounted rate chosen at the time of execution of
the Patent License Agreement in 1998 to account for the future
circumstances of the parties. The parties acknowledge that either of
the parties may wish to consider a review of the terms of this
Section 2.02(b)(2) and Section 2.01. Therefore, the parties agree that
anytime after January 1, 2002, upon written request of one of the parties,
the parties will review the terms of this Section 2.02(b)(2) and Section
2.01 and consider making changes thereto, where appropriate. Such review
will be conducted in good faith, provided, however, that no change shall be
effective unless mutually agreed upon between the parties in writing.
5. Add the following paragraph to Section 3.01:
CONFIDENTIAL TREATMENT REQUESTED
The asterisked portions of this document have been omitted
and are filed separately with the Securities and Exchange Commission
2
The parties further agree that each shall not unreasonably terminate the
licenses granted by it, and that any dispute over the existence of a
material breach shall be resolved pursuant to the Dispute Resolution
Provisions of Section 4.08 prior to the termination of any licenses
pursuant to this Section.
6. Payments shall continue to be made to LUCENT Guardian at Bank of America,
X.X. Xxx 000000, Xxxxxxx, Xxxxxxx, 00000-0000, Xxxxxx Xxxxxx of America.
Alternatively, payments to LUCENT Guardian may be made by wire transfers to
LUCENT Guardian's account at Chase Manhattan Bank: Lucent Technologies
Guardian Corporation, Account No. 000-0-000000, Swift Code: XXXXXX00, ABA
Code: 000000000. Changes in such address or account may be specified by
written notice.
IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed
in duplicate originals by its duly authorized representatives on the respective
dates entered below.
LUCENT TECHNOLOGIES INC.
By: /s/ Xxxxxx X. XxXxxxx
-------------------------------------------
Xxxxxx X. XxXxxxx
President -- Intellectual Property Business
Date: 3 August 2000
-------------------------------------------
CHARTERED SEMICONDUCTOR MANUFACTURING, LTD.
By: /s/ Xxxxx Xxxxx
-------------------------------------------
Xxxxx Xxxxx
President and Chief Executive Officer
Date: 18 August 2000
-------------------------------------------
THIS AGREEMENT DOES NOT BIND OR OBLIGATE EITHER PARTY
IN ANY MANNER UNLESS DULY EXECUTED BY AUTHORIZED
REPRESENTATIVES OF BOTH PARTIES.
2
