JOINT VENTURE AGREEMENTJoint Venture Agreement • January 13th, 2009 • Micron Technology Inc • Semiconductors & related devices
This JOINT VENTURE AGREEMENT, dated this 26th day of November, 2008, is made and entered into by and between MICRON SEMICONDUCTOR B.V. (hereinafter “MNL”), a private limited liability company organized under the laws of the Netherlands and NANYA TECHNOLOGY CORPORATION Nanya Technology Corporation [Translation from Chinese] (hereinafter “NTC”), a company incorporated under the laws of the Republic of China (“ROC” or “Taiwan”) (MNL and NTC are each referred to individually as a “JV Party,” and collectively as the “JV Parties”).
LOAN AGREEMENTLoan Agreement • January 13th, 2009 • Micron Technology Inc • Semiconductors & related devices
This Loan Agreement (as amended, restated, modified or otherwise supplemented from time to time, this “Agreement”) is entered into as of November 26, 2008 (the “Agreement Date”), by and among Micron Semiconductor B.V., a private limited company organized under the laws of The Netherlands (the “Borrower”), Micron Technology, Inc., a corporation organized under the laws of the State of Delaware, U.S.A. (the “Guarantor”), and Nan Ya Plastics Corporation, a company incorporated under the laws of the Republic of China (the “Lender”).
TECHNOLOGY TRANSFER AGREEMENTTechnology Transfer Agreement • January 13th, 2009 • Micron Technology Inc • Semiconductors & related devices • Delaware
This TECHNOLOGY TRANSFER AGREEMENT (this “Agreement”), is made and entered into as of this 26th day of November, 2008 (“Effective Date”), by and among Nanya Technology Corporation Nanya Technology Corporation [Translation from Chinese] , a company incorporated under the laws of the Republic of China (“NTC”), Micron Technology, Inc, a Delaware corporation (“Micron”), and Inotera Memories, Inc., a company-limited-by-shares incorporated under the laws of the Republic of China (“Joint Venture Company”). (NTC, Micron and Joint Venture Company are referred to in this Agreement individually as a “Party” and collectively as the “Parties”).
DENOTES CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AMENDED AND RESTATED TECHNOLOGY TRANSFER AND LICENSE AGREEMENTTechnology Transfer and License Agreement • January 13th, 2009 • Micron Technology Inc • Semiconductors & related devices • Delaware
This AMENDED AND RESTATED TECHNOLOGY TRANSFER AND LICENSE AGREEMENT (this “Agreement”), is made and entered into as of this 26th day of November, 2008 (“Amendment Date”), by and between Micron Technology, Inc, a Delaware corporation (“Micron”), and Nanya Technology Corporation Nanya Technology Corporation [Translation from Chinese], a company incorporated under the laws of the Republic of China (“NTC”). (Micron and NTC are referred to in this Agreement individually as a “Party” and collectively as the “Parties”).
DENOTES CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AMENDED AND RESTATED JOINT DEVELOPMENT PROGRAM AGREEMENTJoint Development Program Agreement • January 13th, 2009 • Micron Technology Inc • Semiconductors & related devices • Delaware
This AMENDED AND RESTATED JOINT DEVELOPMENT PROGRAM AGREEMENT (this “Agreement”), is made and entered into as of this 26th day of November, 2008 (“Amendment Date”), by and between Nanya Technology Corporation Nanya Technology Corporation [Translation from Chinese], a company incorporated under the laws of the Republic of China (“NTC”), and Micron Technology, Inc., a Delaware corporation (“Micron”). (NTC and Micron are referred to in this Agreement individually as a “Party” and collectively as the “Parties”).
FACILITATION AGREEMENTFacilitation Agreement • January 13th, 2009 • Micron Technology Inc • Semiconductors & related devices
This FACILITATION AGREEMENT (the “Agreement”), dated this 26th day of November, 2008, is made and entered into by and between MICRON SEMICONDUCTOR B.V. (hereinafter “MNL”), a private limited liability company organized under the laws of the Netherlands, NANYA TECHNOLOGY CORPORATION Nanya Technology Corporation [Translation from Chinese] (hereinafter “NTC”), a company incorporated under the laws of the Republic of China, and INOTERA MEMORIES, INC. Inotera Memories Inc. [Translation from Chinese], (hereinafter “Joint Venture Company”), a company incorporated under the laws of the Republic of China.
BOISE SUPPLY TERMINATION AND AMENDMENT AGREEMENTTermination and Amendment Agreement • January 13th, 2009 • Micron Technology Inc • Semiconductors & related devices • Delaware
This Boise Supply Termination and Amendment Agreement (“Agreement”) is made and entered into as of the 10th day of October, 2008 (“Effective Date”), by and among Intel Corporation, a Delaware corporation (“Intel”), Micron Technology, Inc., a Delaware corporation (“Micron”), and IM Flash Technologies, LLC, a Delaware limited liability company (“Joint Venture Company”). Each of Intel, Micron, and Joint Venture Company may be referred to herein individually as a “Party” and collectively as the “Parties.”
TRANSITION AGREEMENTTransition Agreement • January 13th, 2009 • Micron Technology Inc • Semiconductors & related devices • New York
This Transition Agreement (this “Agreement”), dated as of October 11, 2008 (the “Effective Date”), is made by and among Nanya Technology Corporation, a company incorporated under the laws of the Republic of China (“NTC”), Qimonda AG, a company incorporated under the laws of Germany (“Qimonda”), Inotera Memories, Inc., a joint venture company limited by shares under the laws of the Republic of China (the “Company”), Micron Technology, Inc., a company incorporated under the laws of Delaware (“Micron” and, together with NTC, Qimonda and the Company, the “Parties” and each a “Party”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Share Purchase Agreement (as defined below).
MICRON GUARANTY AGREEMENTGuaranty Agreement • January 13th, 2009 • Micron Technology Inc • Semiconductors & related devices
This GUARANTY (this “Guaranty”) is made and entered into as of the 26th day of November, 2008, by Micron Technology, Inc., a Delaware corporation (“Guarantor”), in favor of Nanya Technology Corporation Nanya Technology Corporation [Translation from Chinese], a company incorporated under the laws of the ROC (“Beneficiary” or “NTC”). Capitalized terms used in this Guaranty shall have the respective meanings ascribed to such terms in Article I of this Guaranty or as otherwise provided in Section 1.2. All capitalized terms used in this Guaranty but not otherwise defined, shall have the meanings ascribed to them in the Joint Venture Agreement, of even date herewith, between Micron Semiconductor B.V., a private limited liability company organized under the laws of the Netherlands (“MNL”) and Beneficiary (the “Joint Venture Agreement”).
SUPPLY AGREEMENTSupply Agreement • January 13th, 2009 • Micron Technology Inc • Semiconductors & related devices
This SUPPLY AGREEMENT, is made and entered into as of this 26th day of November, 2008 (the “Closing Date”), by and among MICRON TECHNOLOGY, INC., a Delaware corporation (“Micron”), NANYA TECHNOLOGY CORPORATION Nanya Technology Corporation [Translation from Chinese] (“NTC” and, together with Micron, the “Purchasers”), a company incorporated under the laws of the Republic of China (“ROC” or “Taiwan”), and INOTERA MEMORIES, INC. Inotera Memories Inc. [Translation from Chinese] a company incorporated under the laws of the ROC (the “Joint Venture Company”).
LOAN AGREEMENTLoan Agreement • January 13th, 2009 • Micron Technology Inc • Semiconductors & related devices
This Loan Agreement (as amended, restated, modified or otherwise supplemented from time to time, this “Agreement”) is entered into as of November 26, 2008 (the “Agreement Date”), by and between Micron Technology, Inc., a corporation organized under the laws of the State of Delaware, U.S.A. (the “Borrower”), and Inotera Memories, Inc., a company incorporated under the laws of the Republic of China (the “Lender”).
Exhibit A Transition Agreement Exhibit B Buyer/Seller TLA Exhibit C Infineon/Buyer TLA Exhibit D Company/Buyer PTLA Exhibit E Company/Buyer TTA Exhibit F Nanya/Seller Termination Agreement Exhibit G Release Agreement Exhibit H Supply Agreement...Share Purchase Agreement • January 13th, 2009 • Micron Technology Inc • Semiconductors & related devices • New York
Share Purchase Agreement, dated October 11, 2008 (this “Agreement”), by and among Micron Technology, Inc., a Delaware corporation (the “Buyer Parent”), Micron Semiconductor B.V., a private limited company organized under the Laws of the Netherlands and a Subsidiary of the Buyer Parent (the “Buyer”), Qimonda AG, a German stock corporation (Aktiengesellschaft) with its seat in Munich, registered in the commercial register at the local court of Munich under HRB 152545 (the “Seller Parent”) and Qimonda Holding B.V., a private limited company organized under the Laws of the Netherlands and a Subsidiary of the Seller Parent (the “Seller Sub” and, each of the Seller Sub and the Seller Parent, individually, a “Seller” and the Seller Sub, together with the Seller Parent, the “Sellers”).
TECHNOLOGY TRANSFER AGREEMENT FOR 68-50NM PROCESS NODESTechnology Transfer Agreement • January 13th, 2009 • Micron Technology Inc • Semiconductors & related devices • Delaware
This TECHNOLOGY TRANSFER AGREEMENT FOR 68-50NM PROCESS NODES (this “Agreement”), is executed on this 11th day of October, 2008 (“Execution Date”), by and between Micron Technology, Inc., a Delaware corporation (“Micron”) and Inotera Memories, Inc., a company-limited-by-shares incorporated under the laws of the Republic of China (“Joint Venture Company”). (Micron and the Joint Venture Company are referred to in this Agreement individually as a “Party” and collectively as the “Parties”). This Agreement shall take effect as of the date of the 2nd Closing. In the event the 2nd Closing does not occur, this Agreement shall not take effect and neither Party shall have any rights or obligations hereunder.
MASTER AGREEMENTMaster Agreement • January 13th, 2009 • Micron Technology Inc • Semiconductors & related devices
This MASTER AGREEMENT, is made and entered into as of this 26th day of November, 2008, among Micron Technology, Inc., a Delaware corporation (“Micron”), Micron Semiconductor B.V., a private limited liability company organized under the laws of the Netherlands (“MNL”), Nanya Technology Corporation Nanya Technology Corporation [Translation from Chinese] (“NTC”), a company incorporated under the laws of the Republic of China (“ROC” or “Taiwan”), MeiYa Technology Corporation MeiYa Technology Corporation [Translation from Chinese], a company incorporated under the laws of the ROC (“MeiYa” and, collectively with Micron, MNL and NTC, the “Old JV Parties”), and Inotera Memories, Inc. Inotera Memories Inc. [Translation from Chinese], a company incorporated under the laws of the ROC (“IMI” and, collectively with Micron, MNL and NTC, the “New JV Parties”).
