EX-10.1 2 ex10-1.txt JOINT DEVELOPMENT AGREEMENT 1 EXHIBIT 10.1 REDACTED FOR CONFIDENTIALITY JOINT DEVELOPMENT AGREEMENT FOR PROCESS TECHNOLOGIES AMONG LUCENT TECHNOLOGIES INC., LUCENT TECHNOLOGIES MICROELECTRONICS PTE LTD. AND CHARTERED SEMICONDUCTOR MANUFACTURING LTD. EFFECTIVE AS OF THE 31ST DAY OF JULY, 2000 CHARTERED-LUCENT CONFIDENTIAL 2
CONTENTS SECTION PAGE ------- ---- 1.0 DEFINITIONS 1 2.0 OBJECTIVES OF THE PROJECT 3 3.0 DEVELOPMENT PROGRAM 4 4.0 STEERING COMMITTEE AND EXECUTIVE COMMITTEE 5 5.0 PROJECT UNDERTAKINGS 6 6.0 PROJECT FUNDING 15 7.0 SINGAPORE BELL LABORATORIES 16 8.0 300mm FAB 17 9.0 BACKGROUND INTELLECTUAL PROPERTY -- RIGHTS AND LICENSES 17 10.0 INTELLECTUAL PROPERTY OWNERSHIP 18 11.0 CONFIDENTIALITY 22 12.0 LIMITATION OF LIABILITY 23 13.0 COMPLIANCE WITH RULES AND REGULATIONS AND INDEMNIFICATION 24 14.0 TERM AND TERMINATION 25 15.0 PUBLICITY AND TRADEMARKS AND TRADENAMES 27 16.0 NON-ASSIGNABILITY 27 17.0 NOTICES 27 18.0 AGREEMENT PREVAILS 29 19.0 NOTHING CONSTRUED 30 20.0 FORCE MAJEURE 30 21.0 CHOICE OF LAW 30 22.0 HEADINGS 30 23.0 WAIVER 31 24.0 RELEASES VOID 31 25.0 POWER TO SIGN 31 26.0 SURVIVAL OF OBLIGATIONS 31 27.0 EXPORT CONTROL 31 28.0 DISPUTE RESOLUTION 32 29.0 PARTIAL INVALIDITY 33 30.0 COUNTERPARTS 33 31.0 RELATIONSHIP OF PARTIES 33 32.0 INTEGRATION 33 ATTACHMENT A: DEVELOPMENT PLANS 35 ATTACHMENT B: TOTAL PROJECT COST 44 ATTACHMENT C: SINGAPORE BELL LABORATORIES STAFF 45 ATTACHMENT D: INFORMATION FOR RELEASE TO THIRD PARTIES 46 ATTACHMENT E: COMPLETION OF PROJECT FOR 0.12um, 0.10um AND 0.08um PROCESSES 48 ATTACHMENT F: PROCEDURE FOR JOINT SELECTION OF TOOL SET AND MATERIALS FOR JOINT DEVELOPMENT OF THE PROCESSES 49
CHARTERED-LUCENT CONFIDENTIAL 3 JOINT DEVELOPMENT AGREEMENT FOR PROCESS TECHNOLOGIES THIS JOINT DEVELOPMENT AGREEMENT is made and entered into effective the 31st day of July 2000 by and among LUCENT TECHNOLOGIES INC., having its principal place of business at 600 Mountain Avenue, Murray Hill, NJ 07974, U.S.A., acting through its Microelectronics Group, LUCENT TECHNOLOGIES MICROELECTRONICS PTE LTD., having a place of business at 3 Kallang Sector, Kolam Ayer Industrial Park, Singapore 349278 (hereinafter collectively referred to as "Lucent") and CHARTERED SEMICONDUCTOR MANUFACTURING LTD., having its principal place of business at 60 Woodlands Industrial Park D Street 2, Singapore 738406 (hereinafter referred to as "Chartered"). W I T N E S S E T H WHEREAS, Lucent and Chartered wish to cooperate for the purpose of developing three generations of advanced CMOS logic process technologies with foundry competitive cost, feature and schedule attributes that will enable the Parties to achieve a market leading position in semiconductor processing capability. NOW, THEREFORE, the Parties agree as follows: 1.0 DEFINITIONS 1.1 "Background Information" shall mean certain informative material and technical information, including any mask work or copyright rights in any of the foregoing, relating to the manufacture of CMOS semiconductor devices which (i) is owned or controlled by a Party, (ii) exists as of the Effective Date of this Joint Development Agreement or which is developed by a Party hereto after the Effective Date of this Joint Development Agreement but such development is outside the scope of this Joint Development Agreement, and (iii) which is disclosed by one Party to the other pursuant to the Development Program. 1.2 "Bell Laboratories" shall mean Bell Laboratories, a division of Lucent, headquartered in Murray Hill, New Jersey, or a similar laboratory established by the Microelectronics Group of Lucent with Bell Laboratories personnel in 2001. The Parties acknowledge that as a result of a public announcement made by Lucent on July 20, 2000 that the Microelectronics Group of Lucent will be spun off from Lucent at some point in 2001 and that, as a result of such spin-off, Bell Laboratories will remain with Lucent. However, those individuals within Bell Laboratories that support the Microelectronics Group will become part of the new company. CHARTERED-LUCENT CONFIDENTIAL - 1 - 4 REDACTED CONFIDENTIAL TREATMENT REQUESTED The asterisked portions of this document have been omitted and are filed separately with the Securities and Exchange Commission 1.3 "Chartered's Background Information" shall mean Background Information owned or controlled by Chartered and/or any of its Subsidiaries. 1.4 "Chartered's Facility" shall mean Chartered's wafer processing facilities, including joint ventures between Chartered and a third party. 1.5 "Development Program" shall mean the activities relating to the development of the Processes conducted pursuant to the respective Development Plan, as defined in Section 3.1. 1.6 "EDA" shall mean electronic design automation. 1.7 "EDB" shall mean the Economic Development Board of Singapore. 1.8 "Effective Date" shall mean the 31st day of July, 2000. 1.9 "Enhancement Modules" shall mean collectively the ***************** ******************************************* modules, and "Enhancement Module" shall mean any one of them. 1.10 "Foreground Information" shall mean informative material and technical information, including any mask work rights or copyrights in any of the foregoing, relating to the manufacture of CMOS semiconductor devices which is created during the Development Program by employees, agents or consultants of either Party engaged in the development of the Processes pursuant to such Development Program. 1.11 "Future Technologies" shall mean process technologies for the manufacture of semiconductor devices that are developed by Chartered or by Lucent either solely or jointly with others, after the conclusion or termination of the applicable Development Program. 1.12 "Joint Invention" shall mean an invention made by one or more employees, agents or consultants of Chartered in conjunction with one or more employees, agents or consultants of Lucent. 1.13 "Licensed Products" shall mean any products, in wafer, die or packaged form manufactured using (i) Processes developed during the applicable Development Program, or (ii) Future Technologies developed after the applicable Development Program. 1.14 "Lucent's Background Information" shall mean Background Information owned or controlled by Lucent and/or any of its Subsidiaries. CHARTERED-LUCENT CONFIDENTIAL - 2 - 5 REDACTED CONFIDENTIAL TREATMENT REQUESTED The asterisked portions of this document have been omitted and are filed separately with the Securities and Exchange Commission 1.15 "Lucent's Facility" shall mean Lucent's wafer processing facilities in Orlando, Florida or SMP in Singapore. 1.16 "Party" shall mean Lucent or Chartered. 1.17 "Process" shall mean any of the continuum of processes from 0.12um, 0.10um to 0.08um advanced deep sub-micron CMOS digital logic and linear (mixed signal) technology, each of which shall include the following: ******************************************************************************** *******************, each as more specifically described in Attachment A, and "Processes" shall mean all of them collectively. 1.18 "Process Specifications" shall mean the specifications for the Processes, as agreed in writing by the Steering Committee. 1.19 "Project" shall mean the Chartered-Lucent joint project described in Section 2.1. 1.20 "RISC" shall mean Research Incentive Scheme for Companies. 1.21 "Singapore Bell Laboratories" shall mean the Bell Laboratories organization located or to be located in Singapore. 1.22 "SMP" shall mean Silicon Manufacturing Partners Pte Ltd. 1.23 "Subsidiary" of a company shall mean a corporation or other legal entity (i) the majority (i.e., greater than 50%) of whose shares or other securities entitled to vote for election of directors (or other managing authority) is 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. 2.0 OBJECTIVES OF THE PROJECT 2.1 The objectives of this Project are to: 2.1.1 develop and deliver to manufacturing a continuum of foundry competitive Processes, namely 0.12um, 0.10um and 0.08um, ("the 0.12um Project", "the 0.10um Project" or "the CHARTERED-LUCENT CONFIDENTIAL - 3 - 6 0.08um Project", respectively); 2.1.2 establish Singapore Bell Laboratories in Singapore for semiconductor process, materials and integrated circuit development, utilizing a substantial number of Singaporean and Singapore Permanent Resident engineers; 2.1.3 work together with EDA providers under a separate agreement mutually agreed upon by the Parties to develop process libraries for Lucent and Chartered customers on 0.12um through 0.08um Processes; 2.1.4 train highly qualified engineers in advanced wafer process technologies with substantial emphasis on Singaporean and Singapore Permanent Resident engineers; and 2.1.5 (if market and economic conditions permit) capitalize and staff a 300mm development laboratory in Singapore. 3.0 DEVELOPMENT PROGRAM 3.1 Chartered and Lucent shall cooperatively conduct the Development Program for the development of each of the Processes in accordance with a plan and budget relating to that respective Process (the "Development Plan") prepared by the Steering Committee. The Development Plan with respect to each Process shall establish: (i) the scope of the Process development which will be performed; (ii) the objectives, work plan activities and time schedules with respect to the Development Program; (iii) the respective obligations of the Parties with respect to the Development Program; and (iv) the Process Specifications. The initial Development Plan for each Process is set forth in Attachment A. 3.2 The initial Development Plan with respect to 0.12um, 0.10um and 0.08um CMOS logic technologies shall be attached hereto as Attachments A-1, A-2 and A-3, respectively. The Steering Committee shall review the Development Plan on an on-going basis and may propose changes to the Development Plan then in effect per the procedures outlined in Section 4.0. In order to expedite the development, Chartered may, on terms mutually agreed between Chartered and Lucent, locate certain engineers at Lucent's Facility in Orlando to commence development activities prior to the approval of the formal Development Plan by the Executive Committee. 3.3 Chartered and Lucent shall each use commercially reasonable efforts to conduct the Development Program in accordance with the Development Plan and within the time schedules contemplated therein. CHARTERED-LUCENT CONFIDENTIAL - 4 - 7 REDACTED CONFIDENTIAL TREATMENT REQUESTED The asterisked portions of this document have been omitted and are filed separately with the Securities and Exchange Commission 3.4 During the term of this Joint Development Agreement and for a period of ******* **** thereafter, each Party shall furnish to the other Party, without any compensation, technical information relating to corrections, improvements and modifications to be made by such Party to each of the qualified Process, provided however, that a Party shall not be required to furnish to the other Party such technical information, if it is prohibited or restricted from doing so pursuant to any contractual agreement entered into by such Party prior to execution of this Joint Development Agreement or is prohibited from doing so under U.S. or Singapore export law. Nothing contained in this Section 3.4 shall be construed as conferring by implication, estoppel or otherwise any license or right under any patent, whether or not the use of any corrections, improvements or modifications necessarily requires the use of any patent having enforceable rights at any time anywhere in the world. 4.0 STEERING COMMITTEE AND EXECUTIVE COMMITTEE 4.1 Chartered and Lucent shall establish a committee (the "Steering Committee") to oversee, review and recommend the direction of the Development Program. The responsibilities of the Steering Committee shall include: (i) monitoring and overseeing the progress of the Development Program and ensuring open and frequent exchanges between the Parties; (ii) preparing the initial Development Plan and revisions thereof for approval; (iii) preparing annual Project budgets and quarterly forecasts of Project expenditure; (iv) coordinating all invention disclosure activities resulting from the Development Program; (v) maintaining the Development Program schedule, design rules and electrical parameter specifications, (vi) proposing changes to the Development Program schedule, design rules and electrical parameter specifications; and (vii) appoint one representative from each company to review and approve publications arising from the joint Development Program. 4.2 The Steering Committee shall consist of three (3) representatives from each of the Parties. Each Party may replace its Steering Committee representatives at any time, with written notice to the other Party. The Steering Committee shall meet according to a schedule to be mutually agreed upon and the quorum for each Steering Committee meeting shall be four (4) representatives. 4.3 Neither Party may alter the scope, direction or schedule of the Development Program without the Steering Committee's review and the Executive Committee's approval. 4.4 Chartered and Lucent shall establish a committee (the "Executive Committee") to oversee and review the direction of the Project. The responsibilities of the Executive Committee shall include: (i) approval of the Development Plan and proposed revisions thereof; (ii) approval of the selection of tools and materials for development; (iii) resolution of differences identified by the Steering Committee; (iv) review of the Project to ensure foundry competitive Processes; (v) review and approval of the annual Project budget, quarterly forecast of Project expenditure and budget overruns. CHARTERED-LUCENT CONFIDENTIAL - 5 - 8 4.5 The Executive Committee shall consist of two (2) representatives from each of the Parties. Each Party may replace its Executive Committee representatives at any time, with written notice to the other Party. The Executive Committee shall meet according to a schedule to be mutually agreed upon and the quorum for each Executive Committee meeting shall be three (3) representatives. 4.6 Decisions of the Steering Committee and Executive Committee shall be unanimous. In the event that the Executive Committee is unable to agree on any issue, such issue shall be submitted to a committee (the "Management Committee") consisting of one (1) senior manager from each Party, being in the case of Chartered, the President and CEO and being in the case of Lucent, the IC President in the Lucent Technologies Microelectronics Group. Matters that are submitted to the Management Committee shall be resolved within fourteen (14) days of submission (or such other date as mutually agreed by the Management Committee), failing which the issue shall be resolved in accordance with Section 28 (Dispute Resolution). 5.0 PROJECT UNDERTAKINGS 5.1 0.12um Process Development And Transfer Project 5.1.1 The initial 0.12um Development Plan (which shall include the list of deliverables, headcount, resources and timeline) is defined in Attachment A-1-1. 5.1.2 Chartered shall undertake the following: (a) to jointly develop, integrate (including integration of the developed Process to the manufacturing tool set) and demonstrate manufacturability of the 0.12um Process; (b) in the event that additional tools for development (beyond those purchased by Lucent as at the Effective Date) are required, to jointly select such additional tools for development which will maximize efficiency in manufacturing and minimize cost of ownership. Furthermore, such additional tools will be selected such that a majority of the tools selected for the development of the 0.12um Process is reusable for the development of the 0.10um Process. The procedure for joint selection of tools for development is defined in Attachment F. The Executive Committee will approve the final selection of tools for development. Irrespective of whether the manufacturing tool set is identical to the tool set for development, Chartered shall provide engineering resources for the transfer of the resulting 0.12um Process to one of Chartered's Facility or SMP and ensure successful qualification of such Process CHARTERED-LUCENT CONFIDENTIAL - 6 - 9 in such facility as defined in Attachment E; (c) to jointly provide design rules, electrical parameters and other technical documents; (d) to jointly work with EDA providers, including Lucent, under a separate agreement mutually agreed upon by the Parties to develop design libraries, which include but are not limited to standard cells, I/Os and ROM and RAM compilers, for the 0.12um Process; (e) to jointly provide a process qualification plan (including procedures) and qualification and reliability data for representative products; (f) to jointly provide simulation and extraction models for transistors and passive elements required to support product designs; (g) to jointly conduct management project reviews; (h) to cooperate with Lucent to design a qualification device for use in development, characterization and qualification of the 0.12um Process; (i) to contract for the design of the qualification device and reticles, and identify suitable product test vehicles for use in development, characterization and qualification of the 0.12um Process; (j) to provide program management and coordination for Chartered assignees; and (k) to lead in the interface with EDB. 5.1.3 Lucent shall undertake the following: (a) to jointly develop, integrate (including integration of the developed Process to the manufacturing tool set) and demonstrate manufacturability of the 0.12um Process; (b) in the event that additional tools for development (beyond those purchased by Lucent as at the Effective Date) are required, to jointly select such additional tools for development which will maximize efficiency in manufacturing and minimize cost of ownership. Furthermore, such additional CHARTERED-LUCENT CONFIDENTIAL - 7 - 10 tools will be selected such that a majority of the tools selected for the development of the 0.12um Process is reusable for the development of the 0.10um Process. The procedure for joint selection of tools for development is defined in Attachment F. The Executive Committee will approve the final selection of tools for development. Irrespective of whether the manufacturing tool set is identical to the tool set for development, Lucent shall provide engineering resources for the transfer of the resulting 0.12um Process to one of Chartered's Facility or SMP and ensure successful qualification of such Process in such facility as defined in Attachment E; (c) to jointly provide design rules, electrical parameters and other technical documents; (d) to jointly work with EDA providers under a separate agreement mutually agreed upon by the Parties to develop design libraries, which include but are not limited to standard cells, I/Os and ROM and RAM compilers, for the 0.12um Process; (e) to jointly provide a process qualification plan (including procedures) and qualification and reliability data for representative products; (f) to jointly provide simulation and extraction models for transistors and passive elements required to support product designs; (g) to jointly conduct management project reviews; (h) to design a qualification device for use in development, characterization and qualification of the 0.12um Process; (i) to provide design support and GDSII data for the qualification device and assist Chartered in the development, characterization and qualification of the product test vehicles for the 0.12um Process; (j) to process wafers for the 0.12um Project per the Workplan; (k) to provide a 0.12um development laboratory in Orlando, Florida for the development, integration and demonstration of manufacturability of the 0.12um Process; (l) to develop special modules like new materials, memory cells and CHARTERED-LUCENT CONFIDENTIAL - 8 - 11 processes associated with advanced lithography tools; and (m) to provide manufacturing support for process steps that have been established. 5.2 0.10um Process Development And Transfer Project 5.2.1 The initial 0.10um Development Plan (which shall include the list of deliverables, headcount, resources and timeline) is defined in Attachment A-2-1. 5.2.2 Chartered shall undertake the following: (a) to jointly develop, integrate (including integration of the developed Process to the manufacturing tool set) and demonstrate manufacturability of the 0.10um Process; (b) to jointly select tools for development which will maximize efficiency in manufacturing and minimize cost of ownership. Furthermore, tools will be selected such that a majority of the tools selected for the development of the 0.10um Process should be reusable for the development of the 0.08um Process. The procedure for joint selection of tools for development is defined in Attachment F. The Executive Committee will approve the final selection of tools for development. Irrespective of whether the manufacturing tool set is identical to the tool set for development, Chartered shall provide engineering resources for the transfer of the resulting 0.10um Process to one of Chartered's Facility or SMP and ensure successful qualification of such Process in such facility as defined in Attachment E; (c) to jointly provide design rules, electrical parameters and other technical documents; (d) to jointly work with EDA providers, including Lucent, under a separate agreement mutually agreed upon by the Parties to develop design libraries, which include but are not limited to standard cells, I/Os and ROM and RAM compilers, for the 0.10um Process; (e) to jointly provide a process qualification plan (including procedures) and qualification and reliability data for representative products; (f) to jointly provide simulation and extraction models for transistors and CHARTERED-LUCENT CONFIDENTIAL - 9 - 12 passive elements required to support product designs; (g) to jointly conduct management project reviews; (h) to cooperate with Lucent to design a qualification device for use in development, characterization and qualification of the 0.10um Process; (i) to contract for the design of the qualification device and reticles, and identify suitable product test vehicles for use in development, characterization and qualification of the 0.10um Process; (j) to provide program management and coordination for Chartered assignees; (k) to provide a 0.10um development laboratory in Chartered's Facility in Singapore for the development, integration and demonstration of manufacturability of the 0.10um Process; and (l) to lead in the interface with EDB. 5.2.3 Lucent shall undertake the following: (a) to jointly develop, integrate (including integration of the developed Process to the manufacturing tool set) and demonstrate manufacturability of the 0.10um Process; (b) to jointly select tools for development which will maximize efficiency in manufacturing and minimize cost of ownership. Furthermore, tools will be selected such that a majority of the tools selected for the development of the 0.10um Process should be reusable for the development of the 0.08um Process. The procedure for joint selection of tools for development is defined in Attachment F. The Executive Committee will approve the final selection of tools for development. Irrespective of whether the manufacturing tool set is identical to the tool set for development, Lucent shall provide engineering resources for the transfer of the resulting 0.10um Process to one of Chartered's Facility or SMP and ensure successful qualification of such Process in such facility as defined in Attachment E; (c) to jointly provide design rules, electrical parameters and other technical documents; CHARTERED-LUCENT CONFIDENTIAL - 10 - 13 (d) to jointly work with EDA providers under a separate agreement mutually agreed upon by the Parties to develop design libraries, which include but are not limited to standard cells, I/Os and ROM and RAM compilers, for the 0.10um Process; (e) to jointly provide a process qualification plan (including procedures) and qualification and reliability data for representative products; (f) to jointly provide simulation and extraction models for transistors and passive elements required to support product designs; (g) to jointly conduct management project reviews; (h) to design a qualification device for use in development, characterization and qualification of the 0.10um Process; (i) to provide design support and GDSII data for the qualification device and assist Chartered in the development, characterization and qualification of the 0.10um Process; (j) to process wafers for the 0.10um Project per the Workplan; (k) to provide a 0.10um development laboratory in Orlando, Florida for the development, integration and demonstration of manufacturability of the 0.10um Process; (l) to develop special modules like new materials, memory cells and processes associated with advanced lithography tools; and (m) to provide manufacturing support for process steps that have been established. 5.3 0.08um Process Development And Transfer Project 5.3.1 The initial 0.08um Development Plan (which shall include the list of deliverables, headcount, resources and timeline) is defined in Attachment A-3-1. 5.3.2 Chartered shall undertake the following: CHARTERED-LUCENT CONFIDENTIAL - 11 - 14 (a) to jointly develop, integrate (including integration of the developed Process to the manufacturing tool set) and demonstrate manufacturability of the 0.08um Process; (b) to jointly select tools for development which will maximize efficiency in manufacturing and minimize cost of ownership. Furthermore, tools will be selected such that a majority of the tools selected for the development of the 0.08um Process should be reusable for the development of the next generation process technology. The procedure for joint selection of tools for development is defined in Attachment F. The Executive Committee will approve the final selection of tools for development. Irrespective of whether the manufacturing tool set is identical to the tool set for development, Chartered shall provide engineering resources for the transfer of the resulting 0.08um Process to one of Lucent's Facility or SMP and ensure successful qualification of such Process in such facility as defined in Attachment E; (c) to jointly provide design rules, electrical parameters and other technical documents; (d) to jointly work with EDA providers, including Lucent, under a separate agreement mutually agreed upon by the Parties to develop design libraries, which include but are not limited to standard cells, I/Os and ROM and RAM compilers, for the 0.08um Process; (e) to jointly provide a process qualification plan (including procedures) and qualification and reliability data for representative products; (f) to jointly provide simulation and extraction models for transistors and passive elements required to support product designs; (g) to jointly conduct management project reviews; (h) to cooperate with Lucent to design a qualification device for use in development, characterization and qualification of the 0.08um Process; (i) to contract for the design of the qualification device and reticles, and identify suitable product test vehicles for use in development, characterization and qualification of the 0.08um Process; (j) to lead in the interface with EDB; CHARTERED-LUCENT CONFIDENTIAL - 12 - 15 (k) to process wafers for the 0.08um Project per the Workplan; (l) to provide a 0.08um development laboratory in Chartered's Facility in Singapore for the development, integration and demonstration of manufacturability of the 0.08um Process; (m) to develop special modules like new materials, memory cells and processes associated with advanced lithography tools; and (n) to provide manufacturing support for process steps that have been established. 5.3.3 Lucent shall undertake the following: (a) to jointly develop, integrate (including integration of the developed Process to the manufacturing tool set) and demonstrate manufacturability of the 0.08um Process; (b) to jointly select tools for development which will maximize efficiency in manufacturing and minimize cost of ownership. Furthermore, tools will be selected such that a majority of the tools selected for the development of the 0.08um Process should be reusable for the development of the next generation process technology. The procedure for joint selection of tools for development is defined in Attachment F. The Executive Committee will approve the final selection of tools for development. Irrespective of whether the manufacturing tool set is identical to the tool set for development, Lucent shall provide engineering resources for the transfer of the resulting 0.08um Process to one of Lucent's Facility or SMP and ensure successful qualification of such Process in such facility as defined in Attachment E; (c) to jointly provide design rules, electrical parameters and other technical documents; (d) to jointly work with EDA providers under a separate agreement mutually agreed upon by the Parties to develop design libraries, which include but are not limited to standard cells, I/Os and ROM and RAM compilers, for the 0.08um Process; CHARTERED-LUCENT CONFIDENTIAL - 13 - 16 REDACTED CONFIDENTIAL TREATMENT REQUESTED The asterisked portions of this document have been omitted and are filed separately with the Securities and Exchange Commission (e) to jointly provide a process qualification plan (including procedures) and qualification and reliability data for representative products; (f) to jointly provide simulation and extraction models for transistors and passive elements required to support product designs; (g) to jointly conduct management project reviews; (h) to design a qualification device for use in development, characterization and qualification of the 0.08um Process; (i) to provide design support and GDSII data for the qualification device and assist Chartered in the development, characterization and qualification of the 0.08um Process; (j) to provide program management and coordination for Lucent assignees; (k) to provide a 0.08um development laboratory in Lucent's Facility in Orlando for the development, integration and demonstration of manufacturability of the 0.08um Process; and (l) to develop special modules like new materials, memory cells and processes associated with advanced lithography tools. 5.4 The Parties acknowledge that certain obligations of the Parties listed in Sections 5.1, 5.2 and 5.3 may change over time. The Steering Committee shall at the appropriate time, review and propose the most suitable amendments to these obligations for approval by the Executive Committee. It is the Parties intent that a major portion of the activities relating to the development of the 0.08um Process will be conducted in Chartered's Facility in Singapore. 5.5 The Parties acknowledge that the tool set to be used in the development of each of the Processes may not be fully utilized during the Project. It is the desire of the Parties to utilize such excess capacity for the manufacture of wafers for sale to third parties, in order to defray the costs of development. Accordingly, Chartered undertakes that from ***********, it will, if necessary, use its commercially reasonable efforts to procure customer loadings for a minimum of *** eight-inch wafers per week, for manufacture in Lucent's Facility in Orlando utilizing the Processes. CHARTERED-LUCENT CONFIDENTIAL - 14 - 17 REDACTED CONFIDENTIAL TREATMENT REQUESTED The asterisked portions of this document have been omitted and are filed separately with the Securities and Exchange Commission 5.6 Enhancement Modules 5.6.1 The Parties will mutually agree on the Enhancement Modules that will be included in the joint development Project. 5.6.2 The Parties undertake to jointly develop the Enhancement Modules on the terms and conditions to be agreed. 6.0 PROJECT FUNDING 6.1 The Parties expect some reimbursements from EDB covering a portion of the qualifying costs of the Project (the "EDB RISC"). Each Party agrees to comply with all terms and conditions specified by EDB in connection with the EDB RISC, and both Parties will cooperate to resolve any issues that are raised by the EDB concerning the EDB RISC terms and conditions. 6.2 Within one (1) month from the end of each calendar quarter, Chartered and Lucent shall aggregate all agreed upon Project costs (excluding the Equipment costs referred to in Section 6.6) that have been incurred by each Party during the preceding calendar quarter (the "Aggregated Project Cost") for submission, together with the relevant auditors' certification, by Chartered to EDB for reimbursement under the EDB RISC. 6.3 The objective of the cost sharing formula set out below is to achieve **** sharing of the Aggregated Project Cost (after reimbursement under the EDB RISC). (a) The Party that has contributed more than *** of the Aggregated Project Cost ("Party A") shall be reimbursed in accordance with the following formula: ************************** Where R(A) = Reimbursement for Party A for the relevant calendar quarter PC(A) = Party A's project cost for the relevant calendar quarter APC = Aggregate Project Cost for the relevant calendar quarter RISC = EDB RISC received for the relevant calendar quarter (b) RISC shall first be paid to Party A to offset R(A). In the event that RISC is insufficient to offset R(A), then the Party that has contributed less than *** of the Aggregated Project Cost ("Party B") shall pay Party A the difference of R(A) and CHARTERED-LUCENT CONFIDENTIAL - 15 - 18 RISC, such payment to be made as soon as reasonably practicable but in any event no later than thirty (30) days after the submission of the Aggregated Project Cost by Chartered to EDB for reimbursement under the EDB RISC. Chartered shall pay to Lucent such portion of the EDB RISC that is due to Lucent pursuant to this Section 6.3 as soon as reasonably practicable but in any event, no later than thirty 30) days after Chartered's receipt of the EDB RISC from EDB. (c) Any surplus RISC after offsetting R(A) shall be applied to Party B's share of the Project cost. 6.4 The Total Project Cost is set out in Attachment B. Unless otherwise set out in Attachment B, costs not identified in Attachment B shall be borne by the Party incurring such cost, save that the Executive Committee may, on a case-by-case basis and in accordance with Section 4.4, approve budget overruns and the sharing of such costs between the Parties. The Parties acknowledge that the costs set out in Attachment B may change over time due to changes in the obligations of each Party and the activities to be performed in Singapore and Orlando, as envisaged in Section 5.4. In such event, the Steering Committee will propose the appropriate amendments to the Project budget for approval by the Executive Committee. 6.5 Chartered will act as the intermediary for submission of all claims for qualifying costs to EDB. When making claims, the Parties shall ensure that all receipts and statements are in form and substance acceptable to EDB, and the Parties shall cooperate with EDB in securing any claims to which they are entitled under the EDB RISC. 6.6 The acquisition cost of all process equipment and related capital items (the "Equipment") required to be purchased by each Party, in accordance with the undertakings set out in Section 5, shall be borne solely by that Party acquiring the Equipment. 6.7 In the event that funding support from EDB ceases, neither this Project nor this Joint Development Agreement shall terminate, but the Executive Committee shall within thirty (30) days of notice of cessation of funding support, meet to discuss alternative future funding arrangements. 7.0 SINGAPORE BELL LABORATORIES 7.1 Lucent shall establish Singapore Bell Laboratories in accordance with the terms hereunder. 7.2 The Singapore Bell Laboratories staff shall have the qualifications consistent with then prevailing Bell Laboratories staffing practices. CHARTERED-LUCENT CONFIDENTIAL - 16 - 19 REDACTED CONFIDENTIAL TREATMENT REQUESTED The asterisked portions of this document have been omitted and are filed separately with the Securities and Exchange Commission 7.3 Singapore Bell Laboratories shall by ***************, include at least forty (40) Bell Laboratories engineers, and forty (40) Chartered engineers that are attached to Singapore Bell Laboratories. Furthermore, by ***************, at least ************************ of the total Singapore Bell Laboratories headcount (including attached personnel) shall consist of Singaporeans and Singapore Permanent Residents. 7.4 Lucent 's and Chartered's responsibilities for the Singapore Bell Laboratories staff are set out in Attachment C. 7.5 The Singapore Bell Laboratories staff will adhere to the Development Program, and participate in the continuing Process development. It is anticipated that the Singapore Bell Laboratories staff, will at appropriate times, participate in academic exchanges with Singaporean universities, and mentor Chartered's and SMP's junior engineers on terms to be mutually agreed. 8.0 300MM FAB If market and economic conditions permit, Chartered and Lucent shall explore the possibility of building or investing in a 300mm wafer development laboratory and a 300mm wafer manufacturing facility in Singapore on terms and specifications mutually agreeable to both Parties. The Parties agree that this intention does not amount to any commitment by either Party to construct or invest in a 300mm wafer manufacturing facility. 9.0 BACKGROUND INTELLECTUAL PROPERTY - RIGHTS AND LICENSES 9.1 Chartered grants to Lucent a **************************************** ************************************* right to use Chartered's Background Information, excluding patents (i) for performing those acts that are reasonably necessary to enable Lucent to develop each of the Processes during the respective Development Program and (ii) to make, have made, use, offer to sell, sell or import Licensed Products during the Development Program relating to such Process and after the conclusion or (subject to Section 14.2.5) termination of the Development Program relating to such Process. The grant of the license in this Section 9.1 includes the right, subject to the confidentiality provisions set forth in this Joint Development Agreement, to (i) sublicense those portions of Chartered's Background Information, excluding patents, that are necessarily used when using the Foreground Information or Future Technologies to make, have made, use, offer to sell, sell or import Licensed Products, and (ii) sublicense Chartered's Background Information, excluding patents, to third parties, to allow the third party to work with or for Lucent in the development of Future Technologies. CHARTERED-LUCENT CONFIDENTIAL - 17 - 20 REDACTED CONFIDENTIAL TREATMENT REQUESTED The asterisked portions of this document have been omitted and are filed separately with the Securities and Exchange Commission 9.2 Lucent grants to Chartered a **************************************** ********************************** right to use Lucent's Background Information, excluding patents (i) for performing those acts that are reasonably necessary to enable Chartered to develop each of the Processes during the respective Development Program and (ii) to make, have made, use, offer to sell, sell or import Licensed Products during the Development Program relating to such Process and after the conclusion or (subject to Section 14.2.5) termination of the Development Program relating to such Process. The grant of the license in this Section 9.2 includes the right, subject to the confidentiality provisions set forth in this Joint Development Agreement, to (i) sublicense those portions of Lucent's Background Information, excluding patents, that are necessarily used when using the Foreground Information or Future Technologies to make, have made, use, offer to sell, sell or import Licensed Products, and (ii) sublicense Lucent's Background Information, excluding patents, to third parties, to allow the third party to work with or for Chartered in the development of Future Technologies. 9.3 Subject to Section 10.2, there are no patent licenses being granted in this Joint Development Agreement. The licensing of patents shall be governed by the existing Patent License Agreement between Lucent and Chartered effective as of January 1, 1998. 9.4 The rights granted to Chartered shall include the right to disclose to third party customers, subcontractors, EDA providers, and design service providers of Chartered, technical information of the type specified in Attachment D. 9.5 The rights granted to Lucent shall include the right to disclose to third party customers, subcontractors, EDA providers, and design service providers of Lucent, technical information of the type specified in Attachment D. 10.0 INTELLECTUAL PROPERTY OWNERSHIP 10.1 All Foreground Information and any intellectual property rights therein (other than patents) which are created: (i) solely by Lucent's employees, agents or consultants or (ii) solely by Chartered's employees, agents or consultants or (iii) by the employees, agents or consultants of both Lucent and Chartered, shall be jointly owned by Lucent and Chartered with each Party being free to use and/or license without accounting to the other. In addition, in those jurisdictions where consent of all joint owners is required for licensing, each joint owner agrees to provide such consent. 10.2 The following provisions of this Section 10.2 shall apply only with respect to any Joint Inventions. The term Invention shall be as defined by Title 35 of the United States Code and shall include the intellectual property rights which may be granted as a result of the filing of United States and foreign patent applications, including provisional patent applications, and further including without limitation, all reissues, extensions, substitutions, continuations, continuations-in-part, and divisions of CHARTERED-LUCENT CONFIDENTIAL - 18 - 21 any of the foregoing. 10.2.1 The Invention Disclosure Committee shall consist of one (1) Chartered legal or technical representative, and one (1) Lucent legal or technical representative. Either Party may replace its Invention Disclosure Committee representatives at any time, with written notice to the other Party. Each Party will maintain, compile and distribute the list of invention disclosure submissions received within the last one (1) calendar month determined by each Party as candidate Joint Inventions for consideration by the Invention Disclosure Committee. Such list of Joint Inventions will be created and shared by the Parties' respective Invention Disclosure Committee members from Lucent and Chartered at least two (2) weeks in advance of the Invention Disclosure Committee meeting date. The Invention Disclosure Committee will meet (via telephone or face-to-face) every month to discuss and assign the Joint Inventions. If there are less than two (2) submissions for a given calendar month, the Invention Disclosure Committee meeting for that month shall be postponed to the next Invention Disclosure Committee meeting date, and the submission (if any) will be considered by the Invention Disclosure Committee at the next Invention Disclosure Committee meeting date. If however there is one invention disclosure, and no invention disclosure meetings are held for two (2) successive months, an invention disclosure meeting will be held in the following month to consider this submission. The Party that does not select this submission will receive an additional submission in the next odd numbered occurrence of submissions, as set forth in Clause 10.2.2 (a). 10.2.2(a) Joint Inventions in question shall be divided equally between the Parties, with the Parties alternating their selection until all submissions have been selected for assignment and ownership. If an odd number of submissions are in question, then the Party which receives the lesser number of inventions shall receive the greater number in the next odd numbered occurrence of submissions whereas it is desirable that each Party receives half of the total Joint Inventions created during the course of the Development Program. 10.2.2(b) The first Party to select a submission for assignment, providing sole, individual ownership rights, and all rights and privileges thereof, in all jurisdictions in the world attributed to it, shall be determined by examining the last whole number (units column) in the Dow Jones Industrial Average (DJIA) as reported in the Wall Street Journal on the first Tuesday of the month in which the Invention Disclosure Committee meets to review the submissions in question. If the last whole number is an even number (i.e. 0,2,4,6,8) then Lucent is the first Party to select, with each Party alternating thereafter until all submissions have been selected for assignment. Similarly, if the last whole number is an odd number (i.e. 1,3,5,7,9) then Chartered is the first Party to select, with each Party alternating thereafter until all submissions have been selected for assignment. 10.2.2(c) For example, on Tuesday May 2nd, 2000, the DJIA at the time the market closed in New York was reported at 10,731.12 as reported in the Wednesday May 3rd publication of the Wall Street Journal. Thus, in this example, if the Invention Disclosure Committee was scheduled to CHARTERED-LUCENT CONFIDENTIAL - 19 - 22 REDACTED CONFIDENTIAL TREATMENT REQUESTED The asterisked portions of this document have been omitted and are filed separately with the Securities and Exchange Commission meet in May 2000 to review the submissions received in the preceding month (for this example, April 1, 2000 through April 30, 2000) then Chartered would be provided first selection, thereafter alternating between Lucent and Chartered until the list has been exhausted. Furthermore, the submissions in question for assignment between the Parties would only be those submissions identified prior to May 1, 2000. 10.2.3 Lucent grants to Chartered under its assigned Joint Inventions ********** ****************************** licenses for Licensed Products in accordance with the license scope set forth in Section 10.2.5. Chartered grants to Lucent under its assigned Joint Inventions, **************************************************** licenses for Licensed Products in accordance with the license scope set forth in Section 10.2.5. 10.2.4 All licenses granted shall continue ***********************. 10.2.5(a) The licenses granted herein are licenses to (i) make, have made, use, lease, offer for sale, sell and import Licensed Products; (ii) make, have made, use and import machines, tools, materials and other instruments, insofar as such machines, tools, materials and other instruments are involved in or incidental to the development, manufacture, testing or repair of Licensed Products which are or have been made, used, leased, owned, offered for sale, sold or imported by the grantee of such license; and (iii) convey to any customer of the grantee, with respect to any Licensed Product which is sold or leased by such grantee to such customer, rights to use and resell such Licensed Products as sold or leased by such grantee (whether or not as part of a larger combination); provided, however, that no rights may be conveyed to customers with respect to any invention which is directed to (1) a combination of such Licensed Product (as sold or leased) with any other product, (2) a method or process which is other than the inherent use of such Licensed Product itself (as sold or leased), or (3) a method or process involving the use of a Licensed Product to manufacture (including associated testing) any other product. 10.2.5(b) Licenses granted herein are not to be construed either (i) as consent by the grantor to any act which may be performed by the grantee, except to the extent impacted by a patent licensed herein to the grantee, or (ii) to include licenses to contributorily infringe or induce infringement under U.S. law or a foreign equivalent thereof. 10.2.5(c) The grant of each license hereunder includes the right to grant sublicenses within the scope of such license to a Party's Subsidiary for so long as they remain a Subsidiary. Any such sublicense may be made effective retroactively, but not prior to the Effective Date hereof, nor prior to the sublicensees becoming a Subsidiary of such Party. CHARTERED-LUCENT CONFIDENTIAL - 20 - 23 10.2.5(d) The right to have Licensed Products made pursuant to this Joint Development Agreement is not limited to Licensed Products custom designed by the grantee of the license, but shall include the right to have "off the shelf" Licensed Products made for the grantee and its Subsidiary(ies). 10.2.6 Lucent and Chartered shall be responsible for obtaining the necessary signatures of their respective employees, agents or consultants, including appropriate documents to effectuate assignment of ownership in such Joint Invention. Lucent and Chartered shall also ensure that each of its respective employees who is a co-inventor of any Joint Invention will devote sufficient time to assist in the drafting and prosecution of the other Party's assigned Joint Invention, so long as that employee continues to be employed by that Party. If either Party is of the view that an employee of the other Party is not devoting sufficient time to assist in the drafting or prosecution of its assigned Joint Invention, then such matter shall be referred to the Steering Committee for necessary action. Furthermore, each Party shall pay to its own employees any patent/invention incentive that such Party would normally have granted to its employees if the invention was solely invented by that Party. To facilitate administration of each Party's respective patent/invention incentive scheme, each Party shall provide to the other Party, with respect to each Joint Invention assigned to the first mentioned Party, a monthly report indicating the occurrence of any of the following dates in the lifetime of an assigned Joint Invention: (a) date that assigned Joint Invention was accepted for search/ prosecution by that Party's patent committee; (b) date of US filing of the assigned Joint Invention with the US PTO; and (c) date of patent issuance by the US PTO. 10.2.7 The Party that is the assigned owner of any and all resulting patents arising from the Joint Invention, shall pay all filing, prosecution and maintenance fees, and shall be entitled to all revenues derived by such Party relating to the issued patent. 10.2.8 If a Party chooses not to file any patent application for an assigned Joint Invention, it may offer such Joint Invention to the other Party for re-assignment. The Parties will make reasonable efforts to notify each other about Joint Inventions that may be available for re-assignment, but failure to provide such information will not constitute a breach of this Agreement. Upon re-assignment of a Joint Invention to the other Party, Sections 10.2.3 through 10.2.7 would apply to such Joint Invention as if it had always been assigned to the other Party. CHARTERED-LUCENT CONFIDENTIAL - 21 - 24 REDACTED CONFIDENTIAL TREATMENT REQUESTED The asterisked portions of this document have been omitted and are filed separately with the Securities and Exchange Commission 10.3 To avoid loss of patent rights as a result of premature public disclosure of patentable information and in no way limiting Section 11 (Confidentiality), neither Party may publicly disclose or commercialize any Joint Invention without the prior written consent of the other Party, unless (a) a corresponding patent application has already been filed in any country where such patent application will serve as the basis of establishing an effective filing date for countries that are signatories to the Patent Cooperation Treaty, or (b) ******************* have elapsed since the patentable information has been considered by the Invention Disclosure Committee and the Party controlling the Joint Invention has not declared in writing its intention to keep the Joint Invention as a trade secret. Notwithstanding the foregoing, either Party may commercialize a Joint Invention provided they are able to do so without disclosing the trade secret or jeopardizing any patent rights. 10.4 All patentable inventions and any intellectual property rights therein which are created solely by Lucent's employees, agents or consultants shall be solely owned by Lucent. All patentable inventions and any intellectual property rights therein which are created solely by Chartered's employees, agents or consultants shall be solely owned by Chartered. 11.0 CONFIDENTIALITY 11.1 Subject to the provisions of Section 10.3, each Party shall keep any technical information provided or disclosed by the other Party in confidence or jointly developed by the Parties in confidence and shall not disclose such information to any third party (except for customers, consultants, manufacturers and contractors, as necessary to exercise any have made rights granted in this Joint Development Agreement, which customers, consultants, manufacturers and contractors have entered into a confidentiality agreement having terms substantially similar to the confidentiality provisions contained in this Joint Development Agreement) during the term of this Joint Development Agreement and for a period of ************* thereafter. 11.2 Each Party shall not disclose the terms and conditions of this Joint Development Agreement to any third party, except to the EDB. 11.3 The confidentiality obligations provided in Sections 11.1 and 11.2 shall not apply to any information which: 11.3.1 is known by the receiving Party at the time of its receipt thereof from the other Party; 11.3.2 is publicly known through no fault of the receiving Party; CHARTERED-LUCENT CONFIDENTIAL - 22 - 25 11.3.3 is rightfully provided to the receiving Party without any restriction on disclosure by a third party; 11.3.4 is independently developed by the receiving Party without use of the information furnished by the disclosing Party; 11.3.5 is required to be disclosed by laws or regulations of the Republic of Singapore or the United States of America, as the case may be, or by court order; provided, however, that the Party so required shall first have made a good faith effort to obtain a protective order requiring that the information and documents so disclosed be used only for the purposes for which the order was issued; or 11.3.6 is required to be disclosed by any securities commission, exchange or securities regulatory or monitoring body (the "Regulators"), or to provide or file any information with respect to this Joint Development Agreement with the Regulators. 11.4 Neither Party shall be liable for any inadvertent or accidental disclosure of joint information or information received from the other Party under this Joint Development Agreement, provided such disclosure occurs despite the exercise of a reasonable degree of care which is at least as great as the care such Party normally takes to preserve its own proprietary information of a similar nature; and provided further, however, that the Party permitting any material unauthorized disclosure shall use its best efforts to stop any material unauthorized disclosure and to mitigate any damage caused thereby. 12.0 LIMITATION OF LIABILITY 12.1 Each Party believes that the technical information to be furnished by it hereunder will be true and accurate. However, neither Party shall be held to any liability for errors or omissions in such technical information. 12.2 Each Party warrants that the technical information and copyrights licensed by such Party under this Joint Development 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 Joint Development Agreement. 12.3 Except as provided in Sections 12.1 and 12.2, 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 CHARTERED-LUCENT CONFIDENTIAL - 23 - 26 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. 12.4 NEITHER PARTY SHALL BE LIABLE FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL LOSS OR DAMAGE, INCLUDING LOST PROFITS OR LOST REVENUE ARISING OUT OF THIS JOINT DEVELOPMENT AGREEMENT, WHETHER ARISING OUT OF BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, STRICT TORT LIABILITY OR OTHERWISE. 13.0 COMPLIANCE WITH RULES AND REGULATIONS AND INDEMNIFICATION 13.1 Chartered's personnel shall, while on any location of Lucent in connection with the joint development work under this Joint Development Agreement, comply with Lucent's rules and regulations with regard to safety and security. Lucent shall inform such personnel of such rules and regulations. Chartered shall have full control over such personnel and shall be entirely responsible for their complying with Lucent's rules and regulations. Chartered agrees to indemnify and save Lucent harmless from any claims or demands, including the costs, expenses and reasonable attorneys' fees incurred on account thereof, that may be made by (i) anyone for injuries to persons or damage to property to the extent they result from the willful misconduct or negligence of Chartered's personnel; or (ii) Chartered's personnel based on Worker's Compensation or any other similar laws or employment related claims to the extent such claims are based on acts of Chartered. Chartered agrees to defend Lucent, at Lucent's request, against any such claim or demand. 13.2 Lucent's personnel shall, while on any location of Chartered, in connection with the joint development work under this Joint Development Agreement, comply with Chartered's rules and regulations with regard to safety and security. Chartered shall inform such personnel of such rules and regulations. Lucent shall have full control over such personnel and shall be entirely responsible for their complying with Chartered's rules and regulations. Lucent agrees to indemnify and save Chartered harmless from any claims or demands, including the costs, expenses and reasonable attorneys' fees incurred on account thereof, that may be made by (i) anyone for injuries to persons or damage to property to the extent they result from the willful misconduct or negligence of Lucent's personnel; or (ii) Lucent's personnel based on Worker's Compensation or any other similar laws or employment related claims to the extent such claims are based on acts of Lucent. Lucent agrees to defend Chartered, at Chartered's request, against any such claim or demand. 13.3 Lucent and Chartered shall, at all times, retain the administrative supervision of their CHARTERED-LUCENT CONFIDENTIAL - 24 - 27 respective personnel. 14.0 TERM AND TERMINATION 14.1 This Joint Development Agreement shall commence on the Effective Date and shall expire upon the successful completion of the 0.08um Project, as defined in Attachment E, at Chartered's Facility or Lucent's Facility or a Chartered-Lucent joint venture facility, whichever is later. 14.2 Termination For Breach 14.2.1 If Chartered fails to fulfill one or more of its material obligations under this Joint Development Agreement, Lucent may, upon its election and in addition to any other remedies that it may have, at any time terminate this Joint Development Agreement by not less than thirty (30) days written notice to Chartered specifying any such breach, unless within the period of such notice all breaches specified therein shall have been remedied to Lucent's reasonable satisfaction. If the breach is not one which is capable of being cured within thirty (30) days and Chartered has commenced to cure the breach within such time and continues to do so diligently and in good faith, then Chartered shall be granted an extension for a reasonable period of time. 14.2.2 If Lucent fails to fulfill one or more of its material obligations under this Joint Development Agreement, Chartered may, upon its election and in addition to any other remedies that it may have, at any time terminate this Joint Development Agreement by not less than thirty (30) days written notice to Lucent specifying any such breach, unless within the period of such notice all breaches specified therein shall have been remedied to Chartered's reasonable satisfaction. If the breach is not one which is capable of being cured within thirty (30) days and Lucent has commenced to cure the breach within such time and continues to do so diligently and in good faith, then Lucent shall be granted an extension for a reasonable period of time. 14.2.3 Either Party may terminate this Joint Development Agreement effective immediately by written notice if or when it is discovered that the other Party has: (i) intentionally or in a willful, wanton or reckless manner, made any material, false representation, report or claim relative hereto; (ii) violated each other's copyright or trademark; (iii) become insolvent, invoked as a debtor under any laws relating to the relief of debtors' or creditors' rights, or has had such laws invoked against it; (iv) become involved in any liquidation or termination of business; (v) been adjudicated bankrupt; or (vi) been involved in an assignment for the benefit of its creditors. CHARTERED-LUCENT CONFIDENTIAL - 25 - 28 REDACTED CONFIDENTIAL TREATMENT REQUESTED The asterisked portions of this document have been omitted and are filed separately with the Securities and Exchange Commission 14.2.4 In the event of termination of this Joint Development Agreement in accordance with this Section 14.2 due to breach by Lucent, Lucent shall pay to Chartered the amount of the EDB RISC received by Chartered and Lucent and required by the EDB to be reimbursed. In the event of termination of this Joint Development Agreement in accordance with this Section 14.2 due to breach by Chartered, Chartered shall pay to the EDB the amount of the EDB RISC received by Chartered and Lucent and required by the EDB to be reimbursed. 14.2.5 In the event Chartered terminates this Joint Development Agreement for breach by Lucent, upon such termination Lucent agrees to forebear in the use or licensing of any of the Chartered Background Information for a period of ************ from the date of termination. In the event Lucent terminates this Joint Development Agreement for breach by Chartered, upon such termination Chartered agrees to forebear in the use or licensing of any of the Lucent Background Information for a period of ************ from the date of termination. 14.2.6 In the event a Party terminates this Joint Development Agreement for breach by the other Party, upon such termination the Party in breach agrees to forebear in the use or licensing of any of the jointly owned Foreground Information for a period of *********** from the date of termination. 14.3 Termination For Convenience 14.3.1 Either Party may terminate this Joint Development Agreement for convenience by giving written notice at least ************* prior to the planned successful completion of a Process (excluding Enhancement Modules) under development, at Chartered's Facility or Lucent's Facility or a Chartered-Lucent joint venture facility, whichever is later, and such termination shall be effective upon the actual successful completion of that Process, as defined in Attachment E. 14.3.2 Upon termination of this Joint Development Agreement for convenience in accordance with Section 14.3.1, neither Party shall be liable to the other, either for compensation or for damages of any kind or character whatsoever, whether on account of the loss by Lucent or Chartered of present or prospective profits on sales or anticipated sales, or expenditures, investments or commitments made in connection therewith, or on account of any other cause or thing whatsoever. In the event of termination of this Joint Development Agreement for convenience in accordance with Section 14.3.1, Lucent shall pay to Chartered the amount of the EDB RISC received by Lucent and required by the EDB to be reimbursed, and Chartered shall pay to the EDB the amount of the EDB RISC received by Chartered and required by the EDB to be reimbursed. CHARTERED-LUCENT CONFIDENTIAL - 26 - 29 14.4 Upon expiration or termination of this Joint Development Agreement, each Party shall immediately return all proprietary information originated and owned solely by the other Party, except for that information specifically needed for the support of the jointly developed Processes. 15.0 PUBLICITY AND TRADEMARKS AND TRADENAMES 15.1 Each Party agrees to obtain prior written approval from the other Party for any press release or public announcement referring to the other Party, this Joint Development Agreement or to any of the terms and conditions herein. 15.2 No right is granted herein to either Party to use any identification (such as, but not limited to, trade names, trademarks, trade devices, service marks or symbols, and abbreviations, contractions or simulations thereof) owned by or used to identify the other Party or any of its Subsidiaries or affiliates or any of its or their products, services or organizations, and, with respect to the subject matter of this Joint Development Agreement, each Party agrees that it will not, without the prior written permission of the other Party, (i) use any such identification in advertising, publicity, packaging, labeling or in any other manner to identify itself or any of its products, services or organizations or (ii) represent directly or indirectly that any product, service or organization of it is a product, service or organization of the other Party or any of its Subsidiaries or affiliates, or that any product or service of it is made in accordance with or utilizes any information of the other Party or any of its Subsidiaries or affiliates. 16.0 NON-ASSIGNABILITY Neither Party may assign this Joint Development Agreement nor the performance of this Joint Development 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 Joint Development 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. 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 Joint Development Agreement. 17.0 NOTICES CHARTERED-LUCENT CONFIDENTIAL - 27 - 30 All notices, demands, orders, acknowledgments or other communications required or permitted under this Joint Development Agreement shall be in writing and shall be deemed given: (i) when delivered personally; (ii) when sent by facsimile; (iii) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (iv) three (3) days after deposit with a commercial overnight carrier, with written verification of receipt. All communications will be sent to the addresses set forth below. Either Party may change its address by giving notice pursuant to this section. If sent to Lucent: Lucent Technologies Inc. Microelectronics Group 555 Union Boulevard Allentown, PA 18103 USA Attention: Mr. Glenn Schmehl Title: Asset Management Director Fax Number: 610-712-6223 With a copy to: Lucent Technologies Inc. Microelectronics Law Group Room 5SC03 Two Oak Way Berkeley Heights, NJ 07922 USA Attention: John W. Fisher Fax Number: 908-508-8398 If sent to Lucent Technologies Microelectronics: Lucent Technologies Microelectronics Pte Ltd. 3 Kallang Sector Kolam Ayer Industrial Park Singapore 349278 Attention: Mr. Jeff Mowla Title: Managing Director Fax Number: 65-8402560 If sent to Chartered: Chartered Semiconductor Manufacturing Ltd. 60 Woodlands Industrial Park D Street 2 CHARTERED-LUCENT CONFIDENTIAL - 28 - 31 Singapore 738406 Attention: Legal Department Fax Number: 65-360-4970 18.0 AGREEMENT PREVAILS This Joint Development Agreement shall prevail in the event of any conflicting terms or legends which may appear on Lucent information or Chartered information or any joint information. CHARTERED-LUCENT CONFIDENTIAL - 29 - 32 19.0 NOTHING CONSTRUED Neither the execution of this Joint Development Agreement nor anything in it or in Lucent information or in Chartered information shall be construed as: (i) an obligation upon either Party or their Subsidiaries to furnish, except as provided in Section 3.4, any assistance of any kind whatsoever, or any products or information other than Chartered information or Lucent information or to revise, supplement or elaborate upon such information; or (ii) providing or implying any arrangement or understanding that either Party or its Subsidiaries will make any purchase from the other Party or its Subsidiaries; or (iii) preventing either Party hereunder from pursuing other development activities either alone or with another company. 20.0 FORCE MAJEURE Neither 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 Joint Development Agreement is prevented for a continuous period of two (2) months or longer by any of the foregoing causes, the Party not affected by the Force Majeure events shall have the right to terminate this Joint Development Agreement by giving written notice to the other Party. Upon termination of this Joint Development Agreement in accordance with this Section 20.0, neither Party shall be liable to the other, either for compensation or for damages of any kind or character whatsoever, whether on account of the loss by Lucent or Chartered of present or prospective profits on sales or anticipated sales, or expenditures, investments or commitments made in connection therewith, or on account of any other cause or thing whatsoever. In the event of termination of this Joint Development Agreement for convenience in accordance with this Section 20.0, Lucent shall pay to Chartered the amount of the EDB RISC received by Lucent and required by the EDB to be reimbursed, and Chartered shall pay to the EDB the amount of the EDB RISC received by Chartered and required by the EDB to be reimbursed. 21.0 CHOICE OF LAW The Parties hereto desire and agree that the laws of the State of New York shall apply in any dispute or controversy arising with respect to this Joint Development Agreement, without regard to conflicts of laws provisions. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Joint Development Agreement. 22.0 HEADINGS CHARTERED-LUCENT CONFIDENTIAL - 30 - 33 All section headings, including those in the Attachments are for convenience purposes only and shall in no way affect, or be used, in the interpretation of this Joint Development Agreement. 23.0 WAIVER No failure, delay, relaxation or indulgence on the part of either Party in exercising any power or right conferred upon such Party under the terms of this Joint Development Agreement will operate as a waiver of such power or right nor will any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right under this Joint Development Agreement. 24.0 RELEASES VOID Neither Party shall require waivers or releases of any personal rights from representatives of the other in connection with visits to its premises and both Parties agree that no such releases or waivers shall be pleaded by them or third persons in any action or proceeding. 25.0 POWER TO SIGN Chartered and Lucent covenant, warrant and represent that their respective representatives signing this Joint Development Agreement have full power and proper authority to sign this Joint Development Agreement and so bind the Parties, and that there are no outstanding assignments, grants, licenses, encumbrances, obligations or agreements, either written, oral or implied, inconsistent with any provision of this Joint Development Agreement. 26.0 SURVIVAL OF OBLIGATIONS The obligations of the Parties in Sections 1.0, 3.4, 9.0 through 32.0 of this Joint Development Agreement shall survive termination or cancellation of this Joint Development Agreement. 27.0 EXPORT CONTROL The Parties acknowledge that the technical information (including, but not limited to, services and training) provided under this Joint Development Agreement are subject to U.S. export laws and regulations and any use or transfer of such technical information must be authorized under those laws and regulations. The Parties agree that they will not use, distribute, transfer, or transmit the technical information (even if incorporated into products) except in compliance with U.S. export regulations. If necessary, Lucent may request Chartered to sign written assurances and other export-related documents as may be required for Lucent to comply with U.S. export regulations. CHARTERED-LUCENT CONFIDENTIAL - 31 - 34 28.0 DISPUTE RESOLUTION 28.1 If a dispute arises out of or relates to this Joint Development Agreement, or the breach, termination or validity thereof, the Parties agree to submit the dispute to a sole mediator selected by the Parties or, at any time at the option of a Party, to mediation by the International Chamber of Commerce ("ICC"). If not thus resolved, it shall be referred to a sole arbitrator selected by the Parties within thirty (30) days of the mediation, or in the absence of such selection, to ICC arbitration which shall be governed by the United States Arbitration Act. 28.2 Any award made: (i) shall be a bare award limited to a holding for or against a Party and affording such remedy as is deemed equitable, just and within the scope of this Joint Development Agreement; (ii) shall be without findings as to issues (including but not limited to patent validity and/or infringement) or a statement of the reasoning on which the award rests; (iii) may in appropriate circumstances (other than patent disputes) include injunctive relief; (iv) shall be made within four (4) months of the appointment of the arbitrator; and (v) may be entered in any court of competent jurisdiction. 28.3 The requirement for mediation and arbitration shall not be deemed a waiver of any right of termination under this Joint Development Agreement and the arbitrator is not empowered to act or make any award other than based solely on the rights and obligations of the Parties prior to any such termination. 28.4 The arbitrator shall be knowledgeable in the legal and technical aspects of this Joint Development Agreement and shall determine issues of arbitrability but may not limit, expand or otherwise modify the terms of this Joint Development Agreement. 28.5 The place of mediation and arbitration shall be New York City. 28.6 Each Party shall bear its own expenses but those related to the compensation and expenses of the mediator and arbitrator shall be borne equally. 28.7 A request by a Party to a court for interim measures shall not be deemed a waiver of the obligation to mediate and arbitrate. 28.8 The arbitrator shall not have authority to award punitive or other damages in excess of compensatory damages and each Party irrevocably waives any claim thereto. 28.9 The Parties, their representatives, other participants and the mediator and arbitrator shall hold the existence, content and result of mediation and arbitration in confidence. CHARTERED-LUCENT CONFIDENTIAL - 32 - 35 29.0 PARTIAL INVALIDITY If any paragraph, provision, or section thereof in this Joint Development Agreement shall be found or be held to be invalid or unenforceable in any jurisdiction in which this Joint Development Agreement is being performed, the remainder of this Joint Development Agreement shall be valid and enforceable and the Parties shall negotiate, in good faith, a substitute, valid and enforceable provision which most nearly effects the Parties' intent in entering into this Joint Development Agreement. 30.0 COUNTERPARTS This Joint Development Agreement may be executed in two or more counterparts, all of which, taken together, shall be regarded as one and the same instrument. 31.0 RELATIONSHIP OF PARTIES The Parties to this Joint Development Agreement are independent contractors. There is no relationship of agency, partnership, joint venture, employment or franchise between the Parties with respect to the subject matter of this Agreement. Neither Party has the authority to bind the other or to incur any obligation on its behalf. 32.0 INTEGRATION This Joint Development Agreement sets forth the entire agreement and understanding between the Parties as to the subject matter hereof and merges all prior discussions and agreements between them. Neither of the Parties shall be bound by any warranties, modifications, understandings or representations with respect to the subject matter hereof other than as expressly provided herein, or in a writing signed with or subsequent to the execution hereof by an authorized representative of the Party to be bound thereby. CHARTERED-LUCENT CONFIDENTIAL - 33 - 36 IN WITNESS WHEREOF the Parties hereunto have entered into this Joint Development Agreement as of the Effective Date. CHARTERED SEMICONDUCTOR MANUFACTURING LTD. By: /s/ Barry Waite ---------------------------------------- Name: Barry Waite Title: President & Chief Executive Officer Date: August 10, 2000 LUCENT TECHNOLOGIES INC. By: /s/ John T. Dickson ---------------------------------------- Name: John T. Dickson Title: Executive Vice President and Chief Executive Officer, Microelectronics & Communications Technologies Date: August 10, 2000 LUCENT TECHNOLOGIES MICROELECTRONICS PTE LTD. By: /s/ Jeff Mowla ---------------------------------------- Name: Jeff Mowla Title: Managing Director Date: August 10, 2000 CHARTERED-LUCENT CONFIDENTIAL - 34 - 37 REDACTED CONFIDENTIAL TREATMENT REQUESTED The asterisked portions of this document have been omitted and are filed separately with the Securities and Exchange Commission ATTACHMENT A DEVELOPMENT PLANS Note: The initial 0.12um Development Plan is attached as Attachment A-1-1. Any revised Development Plan shall supercede the earlier applicable Attachment, and shall be attached to this Joint Development Agreement and successively numbered. For example, revised 0.12um Development Plan(s) will be named "Attachment A-1-2", "Attachment A-1-3", etc. The 0.10um Development Plan(s) will be named as "Attachment A-2-1", "Attachment A-2-2", "Attachment A-2-3", etc. The 0.08um Development Plan(s) will be named as "Attachment A-3-1", "Attachment A-3-2", "Attachment A-3-3", etc. These technologies are defined principally by the design rules, and the transistor options, with associated electrical characteristics. Corresponding documentation and specification are defined in the list of foreground deliverables, applicable to all three generations. The development plan for each core ***** technology node (0.12um, 0.10um and 0.08um) is outlined by the High Level Milestones and Foreground Deliverables. The qualification of the *** ************** modules is expected to be completed concurrent with the core ******. The qualification of the **** module is expected to be completed within five (5) months of the core *****. The ******** module will be completed on a mutually agreed date. The same elements will be defined for 0.10um and 0.08um technologies as soon as practical (e.g., 0.10um by 1Q01 and 0.08um by 1Q02). These defining elements will be approved by the Steering and Executive Committees, and then attached to this document. The Parties will in good faith negotiate and agree to a detailed workplan for the joint development of each Process (the "Workplan"). The Workplan shall be a detailed elaboration of the Development Plan and shall be approved and signed off by the Executive Committee not later than the date of execution of this Joint Development Agreement. All subsequent amendments to the Workplan shall be approved by the Executive Committee. Minimum monthly manpower commitment by both Parties to the Development Plan is defined in the Manpower Plan. Development of Processes is deemed successful and complete when all deliverables defined in Attachment E are attained. CHARTERED-LUCENT CONFIDENTIAL - 35 - 38 REDACTED CONFIDENTIAL TREATMENT REQUESTED The asterisked portions of this document have been omitted and are filed separately with the Securities and Exchange Commission MANPOWER PLAN (Headcount) * * * * * CHARTERED-LUCENT CONFIDENTIAL - 36 - 39 REDACTED CONFIDENTIAL TREATMENT REQUESTED The asterisked portions of this document have been omitted and are filed separately with the Securities and Exchange Commission ATTACHMENT A-1-1 (0.12um DEVELOPMENT PLAN) For the 0.12um CMOS technology, the high level design rules, transistor options, milestones, and foreground deliverables follows: DESIGN RULES * * * * * CHARTERED-LUCENT CONFIDENTIAL - 37 - 40 REDACTED CONFIDENTIAL TREATMENT REQUESTED The asterisked portions of this document have been omitted and are filed separately with the Securities and Exchange Commission 0.12um TRANSISTOR OPTIONS -------------------------------------------------------------------------------- ******* -------------------------------------------------------------------------------- 0.12um HIGH LEVEL PROGRAM MILESTONES -------------------------------------------------------------------------------- Milestone Date -------------------------------------------------------------------------------- * * * * * * * * -------------------------------------------------------------------------------- FOREGROUND DELIVERABLES The following are the deliverables necessary to complete the Development Plan. The date and responsibility for delivery of each such deliverable must be determined by mutual agreement of the Parties and will be reflected in the Workplan. CHARTERED-LUCENT CONFIDENTIAL - 38 - 41 REDACTED CONFIDENTIAL TREATMENT REQUESTED The asterisked portions of this document have been omitted and are filed separately with the Securities and Exchange Commission -------------------------------------------------------------------------------- 1. TECHNOLOGY -------------------------------------------------------------------------------- 1.1. ELECTRICAL (EP) SPECIFICATION AND TEST PROGRAM -------------------------------------------------------------------------------- * * * * * -------------------------------------------------------------------------------- 1.2. SCRIBELINE TEST STRUCTURES -------------------------------------------------------------------------------- * * * * * -------------------------------------------------------------------------------- 3.3. DESIGN RULES AND MODELS -------------------------------------------------------------------------------- * * * * * -------------------------------------------------------------------------------- CHARTERED-LUCENT CONFIDENTIAL - 39 - 42 REDACTED CONFIDENTIAL TREATMENT REQUESTED The asterisked portions of this document have been omitted and are filed separately with the Securities and Exchange Commission -------------------------------------------------------------------------------- 1.4. RUNFLOW AND RECIPE SPEC AND PROCESS CHARACTERIZATION REPORTS -------------------------------------------------------------------------------- * * * * * -------------------------------------------------------------------------------- 1.5. EQUIPMENT SPECIFICATION -------------------------------------------------------------------------------- * * * * * -------------------------------------------------------------------------------- 1.6. QUALIFICATION PLAN AND VEHICLE -------------------------------------------------------------------------------- * * * * * -------------------------------------------------------------------------------- 2. DEFECT DENSITY -------------------------------------------------------------------------------- 2.1. TOOLING (MASK) METHODOLOGY -------------------------------------------------------------------------------- * * * * * -------------------------------------------------------------------------------- 2.2. YIELD ENHANCEMENT PROGRAM -------------------------------------------------------------------------------- * * * * * -------------------------------------------------------------------------------- CHARTERED-LUCENT CONFIDENTIAL - 40 - 43 REDACTED CONFIDENTIAL TREATMENT REQUESTED The asterisked portions of this document have been omitted and are filed separately with the Securities and Exchange Commission -------------------------------------------------------------------------------- 3. PROGRAM MANAGEMENT -------------------------------------------------------------------------------- 3.1. RESOURCE PROVISIONS AND MILESTONES -------------------------------------------------------------------------------- * * * * * -------------------------------------------------------------------------------- 4. EDA -------------------------------------------------------------------------------- 4.1. DEVICE CHARACTERIZATION AND LAYOUT -------------------------------------------------------------------------------- * * * * * -------------------------------------------------------------------------------- CHARTERED-LUCENT CONFIDENTIAL - 41 - 44 ATTACHMENT A-2-1 (0.10um DEVELOPMENT PLAN) To be attached following approval of Executive Committee. CHARTERED-LUCENT CONFIDENTIAL - 42 - 45 ATTACHMENT A-3-1 (0.08um DEVELOPMENT PLAN) To be attached following approval of Executive Committee. CHARTERED-LUCENT CONFIDENTIAL - 43 - 46 ATTACHMENT B TOTAL PROJECT COST Please refer to the attached 2 pages. CHARTERED-LUCENT CONFIDENTIAL - 44 - 47 ATTACHMENT B-1-1.1 TOTAL PROJECT COST Technology: Site: 0.12um Process Technology with 0.08um development Budget Periods: ESTIMATE FOR COST OF DEVELOPMENT (US$)
----------------------------------------------------------------------------------------------------------------------------------- CHARTERED TRANSFER/S'PORE ----------------------------------------------------------------------------------------------------------------------------------- 1999 2000 2001 2002 2003 2004 Total- Units Unit Cost ----------------- ----------------------------------------------------------------------------------------------------------------------------------- MANPOWER Chartered -- Salary Lucent -- Salary Singapore Bell Labs Overseas Allow. Lodging costs Transportation Air fare MATERIALS Controlled Wafers Processed wafers* 0.12um Processed wafers* 0.10um Processed wafers* 0.08um Consumables Reticles (0.12um + 0.10um) Reticles (0.08um) ------------------------------- ------------------------------- MISCELLANEOUS Failure analysis Packaging, Burn-in JDP with design houses/req inst Offices, supplies, etc. Moves & installations ------------------------------- Sub-total expenses ------------------------------- CAPEX Equipment Installation costs ------------------------------- Total Project Funding ------------------------------- ----------------------------------------------------------------------------------------------------------------------------------- JOINT DEVELOPMENT IN ORLANDO ----------------------------------------------------------------------------------------------------------------------------------- 1999 2000 2001 2002 2003 2004 Total- Grand Units Unit Cost --------------- Total ----------------------------------------------------------------------------------------------------------------------------------- MANPOWER Chartered -- Salary Lucent -- Salary Singapore Bell Labs Overseas Allow. Lodging costs Transportation Air fare MATERIALS Controlled Wafers Processed wafers* 0.12um Processed wafers* 0.10um Processed wafers* 0.08um Consumables Reticles (0.12um + 0.10um) Reticles (0.08um) ------------------------------- ------------------------------- MISCELLANEOUS Failure analysis Packaging, Burn-in JDP with design houses/req inst Offices, supplies, etc. Moves & installations ------------------------------- Sub-total expenses ------------------------------- CAPEX Equipment Installation costs ------------------------------- Total Project Funding -------------------------------
48 ATTACHMENT B-1-1.2 TOTAL PROJECT COST - MANPOWER AND WAFERS Technology 0.12um Process Technology - 0.08um development
Headcount 4Q99 1Q00 2Q00 3Q00 4Q00 1Q01 2Q01 3Q01 4Q01 1Q02 2Q02 ------------------------------------ ------------------------------------ ------------------------------------ ------------------------------------ Wafers ------------------------------------ ------------------------------------ ------------------------------------ ------------------------------------ ------------------------------------ ------------------------------------ ------------------------------------ ------------------------------------ ------------------------------------ Inflation factor Manpower salary CHRT * * * * * Manpower salary CHRT @ Lucent Manpower salary Lucent@ Lucent Manpower salary Singapore Bell Labs Headcount Total Man- 3Q02 4Q02 1Q03 2Q03 3Q03 4Q03 1Q04 2Q04 3Q04 4Q04 Mth/Wfr ------------------------------------ ------------------------------------ ------------------------------------ ------------------------------------ Wafers ------------------------------------ ------------------------------------ ------------------------------------ ------------------------------------ ------------------------------------ ------------------------------------ ------------------------------------ ------------------------------------ ------------------------------------ Inflation factor Manpower salary CHRT * * * * * Manpower salary CHRT @ Lucent Manpower salary Lucent@ Lucent Manpower salary Singapore Bell Labs
49 REDACTED CONFIDENTIAL TREATMENT REQUESTED The asterisked portions of this document have been omitted and are filed separately with the Securities and Exchange Commission ATTACHMENT C SINGAPORE BELL LABORATORIES STAFF 1. Lucent will be responsible for: (a) employment of at least forty (40) Bell Laboratories staff, through its Singapore subsidiary Lucent Technologies Microelectronics Pte Ltd and attaching the same to Singapore Bell Laboratories by **************. The hiring plan shall be in accordance with the Total Project Cost set out in Attachment B. (b) all costs and expenses related to the employment of the forty (40) Bell Laboratories staff, including salary, taxes, employment passes (if the Bell Laboratories staff are not Singaporean or Singapore Permanent Residents), housing, allowances and transport (including airfare). 2. Chartered will be responsible for: (a) providing Singapore Bell Laboratories staff with work space in Chartered's Facility; (b) providing Singapore Bell Laboratories staff with access to Chartered's Facility; (c) attaching at least forty (40) Chartered engineers to Singapore Bell Laboratories by *************. The hiring plan shall be in accordance with the Total Project Cost set out in Attachment B. CHARTERED-LUCENT CONFIDENTIAL - 45 - 50 ATTACHMENT D INFORMATION FOR RELEASE TO THIRD PARTIES 1. Design Information-Per Design Manual 1.1. Design Rules (including reliability layout rules) 1.2. Layout Description 1.3. ESD, Latch-up, Pad Rules 1.4. DRC, ERC, LVS, LPE 2. Electrical Targets Information-Per Design Manual 2.1. RAM Cell Transistor 2.2. MOS Transistors 2.3. Other Devices (Bipolar Devices, Diode, Resistor, Capacitor) 2.4. Parasitic Resistor and Capacitor 2.5. SPICE Models and Device Characterization reports 2.6. Interconnect Delay Models 3. Process Information-Per Design Manual 3.1. Simple Process Flow 3.2. Electrical Test Specification 3.3. Qualification report 4. Mask Generation-Per Specific Mask Generation Information 4.1. Mask Specification 4.2. Bias Table 4.3. Mask Layer Generation Equation-Per Design Manual 4.4. Tooling Methodologies like Dummy Pattern Algorithm, OPC and phase shift procedures 5. Information for Test and Sort Capability 5.1. Transfer vehicle Program files 5.1.1. Main program file for pre DS CHARTERED-LUCENT CONFIDENTIAL - 46 - 51 5.1.2. Socket file 5.1.3. All micro pattern files 5.1.4. Insert to pattern file (SDEF File) 5.1.5. Probe area file 5.1.6. Scramble file 5.2. Device Test and Design Documentation 5.2.1. Wafer Test Spec 5.2.2. Wafer Test Pattern Description 5.2.3. Wafer Test Timing Diagram 5.2.4. Wafer Test Flow 5.2.5. Test Commands Description 5.2.6. IPL mode description 5.3. Probe card document 5.3.1. Pads size 5.3.2. Pad to Pad pitch size 5.3.3. Pad x, y coordinates table 5.4. Final Test 5.4.1. Final Test program 5.4.2. Final Test Spec 5.4.3. Product Test Flow 5.4.4. Test board pin connection 5.4.5. Test board load circuit 5.4.6. Device data Sheet 5.4.7. Bonding diagram 5.5. Burn-In Test 5.5.1. Product level Burn-In criteria 5.5.2. Burn-In mode Sequence 5.5.3. Burn-In Cycle 5.5.4. Burn-In Testing Waveform 5.5.5. Burn-In Board Waveform 5.5.6. HIFIX wiring, socket file, tray drawing CHARTERED-LUCENT CONFIDENTIAL - 47 - 52 REDACTED CONFIDENTIAL TREATMENT REQUESTED The asterisked portions of this document have been omitted and are filed separately with the Securities and Exchange Commission ATTACHMENT E COMPLETION OF PROJECT FOR 0.12um, 0.10um AND 0.08um PROCESSES A Process is deemed to be successfully completed when a receiving facility's qualification achieves the following: (a) the electrical and physical specifications of such Process achieved at the receiving facility match the electrical and physical specifications of such Process achieved in the development facility, and (b) the reliability performance of such Process at the receiving facility is the same as or better than the reliability performance of such Process achieved in the development facility. The reliability requirement at the development facility shall be * * * * * CHARTERED-LUCENT CONFIDENTIAL - 48 - 53 REDACTED CONFIDENTIAL TREATMENT REQUESTED The asterisked portions of this document have been omitted and are filed separately with the Securities and Exchange Commission ATTACHMENT F PROCEDURE FOR JOINT SELECTION OF TOOL SET AND MATERIALS FOR JOINT DEVELOPMENT OF THE PROCESSES 1.0 PURPOSE This Attachment F describes the procedure for review and final approval by the Executive Committee of new toolset and materials purchased or evaluated under the Joint Development Agreement. Under this procedure Chartered and Lucent will establish joint tool and materials selection teams for the purpose of identifying toolset and materials for maximum manufacturing efficiency and lowest cost of ownership of the jointly developed Processes. Process extendibility to cover the 0.12, 0.10 and 0.08 um Processes will also be a key factor in the selection criteria. ****************************************** *******************************************************************************. 2.0 SCOPE This Attachment F applies to all new processing tools and materials, including metrology tools, purchased or evaluated by either Party for the purpose of development and eventual manufacturing of the jointly developed Processes. Tool evaluations performed as part of a joint development agreement with a supplier are covered under this procedure. 3.0 DEFINITION 3.1 TOC Tool of choice 3.2 MOC Material of choice 3.3 JDP Joint development program 3.4 EST Equipment/tool selection team 3.5 CST Commodities selection team 3.6 SC Steering Committee 3.7 EC Executive Committee 3.8 COO Cost of ownership
4.0 REFERENCE DOCUMENTS * * * * * CHARTERED-LUCENT CONFIDENTIAL - 49 - 54 5.0 RESPONSIBILITIES REQUESTOR (LUCENT OR CHARTERED): [ ] The requestor shall inform the SC of any potential tool/material for purchase or evaluation. [ ] The requestor shall provide all the necessary data such as acceptance criteria, COO etc. to enable the EST/CST to make a tool/material recommendation to the SC. [ ] The requestor is responsible for the execution of tool and materials evaluations and reporting of results back to the joint EST/ CST. LUCENT: [ ] Lucent is to engage Chartered in any JDP agreements with suppliers on potential tools and materials that may affect the Chartered or Lucent TOC/MOC to be used in jointly developed Processes. [ ] Lucent shall inform Chartered of any changes to their TOC/MOC. CHARTERED: [ ] Chartered is to engage Lucent in any JDP agreements with suppliers on potential tools and materials that may affect the Chartered or Lucent TOC/MOC to be used in jointly developed Processes. [ ] Chartered shall inform Lucent of any changes to their TOC/MOC. EST: [ ] The EST leads the selection process for the proposed tool and delivers a recommendation to the SC. CST: [ ] The CST leads the selection process for the proposed materials and delivers a recommendation to the SC. SC: [ ] The SC shall nominate the EST/CST team leader for the purpose of coordinating and reporting to the SC on the progress and conclusions of the joint tool/material selection activities. [ ] The SC shall make a recommendation based on the output of the EST/CST activity to the EC. EC: [ ] The EC has the authority for final approval of tools and materials for joint development of the Processes. CHARTERED-LUCENT CONFIDENTIAL - 50 - 55 REDACTED CONFIDENTIAL TREATMENT REQUESTED The asterisked portions of this document have been omitted and are filed separately with the Securities and Exchange Commission 6.0 PROCEDURES The EST and CST teams are formed under direction and guidance of the SC to select tools and materials for development and eventual manufacturing of the jointly developed Processes. The composition of the teams is described below and may be varied subject to the approval and recommendations of the SC.
-------------------------------------------------------------------------------- ORGANIZATION/ DEPARTMENT REPRESENTED EST CST -------------------------------------------------------------------------------- * * * * * --------------------------------------------------------------------------------
6.1 EST CRITERIA FOR TOOL AND MATERIALS SELECTION Attached below is a summary of the selection criteria to be used by the EST for the purpose of joint tool selection. Further details of the procedures and decision analysis can be found in *** **. Weightages attached to each of the selection criteria may vary in accordance with the EST team recommendation and is subject to the approval of the SC. CHARTERED-LUCENT CONFIDENTIAL - 51 - 56 REDACTED CONFIDENTIAL TREATMENT REQUESTED The asterisked portions of this document have been omitted and are filed separately with the Securities and Exchange Commission
----------------------------------------------------------------------------------------------- REQUESTER'S INPUT SOURCE CRITERIA WEIGHTAGE VENDOR A TOC (see note 1) ----------------------------------------------------------------------------------------------- * * * * * -----------------------------------------------------------------------------------------------
Note 1. WEIGHTAGES MAY VARY IN ACCORDANCE WITH THE EST TEAM RECOMMENDATION AND ARE SUBJECT TO THE APPROVAL OF THE SC. There are 4 parts to the procedures for purchase and/or evaluation of new tools and materials: PART A: COMPATIBILITY OF THE PROPOSED TOOL/MATERIAL TO THE CURRENT CHARTERED OR LUCENT TOC/ MOC. PART B: EST AND CST PROPOSAL TO SC PART C: TOOL/MATERIAL EVALUATION PHASE PART D: SC FINAL REVIEW
The accompanying flowchart summarizes the process flow and descriptions of each of the procedures (parts A to D) are subsequently provided in Sections 6.2 and 6.3. CHARTERED-LUCENT CONFIDENTIAL - 52 - 57 [GRAPHICAL CHART DESCRIBING THE PROCEDURE FOR THE EVALUATION AND PURCHASE OF NEW TOOLS AND MATERIALS] CHARTERED-LUCENT CONFIDENTIAL - 53 - 58 REDACTED CONFIDENTIAL TREATMENT REQUESTED The asterisked portions of this document have been omitted and are filed separately with the Securities and Exchange Commission 6.2 PROCEDURE FOR PROPOSED TOOL EVALUATION AND PURCHASE * * * * * PART A: COMPATIBILITY OF THE PROPOSED TOOL TO THE CURRENT TOC 6.2.1 If the proposed tool is not listed in the TOC list in Table F(i), an appropriate joint EST will be formed in order to evaluate and make recommendations to the SC. 6.2.2 If the proposed tool is listed in the TOC list in table F(i), then the proposal goes directly to the SC and EC for recommendation to purchase or lease. 6.2.3 The SC shall be notified of any changes to the Chartered or Lucent TOC as given in Table F (i) by the EST. PART B: EQUIPMENT SELECTION TEAM PROPOSAL TO SC 6.2.4 A joint EST will be formed comprising team members from Lucent and Chartered as described in section 6.0 of this Attachment. 6.2.5 The SC will appoint an EST team leader to co-ordinate and report on the activities of the EST. 6.2.6 The Chartered or Lucent requestor is to provide all the available tool acceptance data as inputs to the EST selection process. 6.2.7 The proposed tool will be given the same weightage in comparison to the other tools during the selection process. 6.2.8 The EST is to perform a side-by-side tool comparison based on the data supplied by Lucent as well as Chartered. 6.2.9 The EST is to make a recommendation to the SC. 6.2.10 If approval is not granted, the SC issues a written notice stating the reason for rejection. 6.2.11 If approval is granted, the EST can proceed to parts C or D as described below. CHARTERED-LUCENT CONFIDENTIAL - 54 - 59 REDACTED CONFIDENTIAL TREATMENT REQUESTED The asterisked portions of this document have been omitted and are filed separately with the Securities and Exchange Commission PART C: TOOL EVALUATION PHASE 6.2.12 The EST is to select the site of evaluation and coordinate the on-site evaluation task force for the proposed tool. 6.2.13 The EST is to set the timeline to verify the Process acceptance criteria as stipulated by the requestor for the new tool in question as well as the hardware reliability. 6.2.14 EST makes a final recommendation to the SC based on the on-site evaluation. PART D: STEERING COMMITTEE FINAL REVIEW 6.2.15 The SC reviews the final recommendation from the EST or a request to purchase a TOC as listed in Table F(i). 6.2.16 If the SC does not accept the recommendation of the EST, the SC issues a written notice stating the reason for rejection. 6.2.17 If the SC accepts the recommendation of the EST, the SC makes a proposal to the EC to update the TOC. 6.2.18 In the case of a request to purchase a TOC,) and the Parties have a different TOC listed in Table F(i), the SC may recommend a joint EST be formed to execute phases B and C above so that a convergent TOC can be identified. 6.2.19 The decision of the SC to purchase or lease tools is subject to the final approval of the EC. 6.3 PROCEDURES FOR NEW MATERIAL EVALUATION AND PURCHASE * * * * * PART A: COMPATIBILITY OF THE PROPOSED MATERIAL TO THE CURRENT MOC 6.3.1 If the proposed material is not listed in the MOC list in Table F(ii), an appropriate joint CST will be formed in order to evaluate and make recommendations to the SC. 6.3.2 If the proposed material is listed in the MOC list in Table F(ii), then the proposal goes CHARTERED-LUCENT CONFIDENTIAL - 55 - 60 6.3.3 straight to the SC and EC for recommendation to purchase. 6.3.4 The SC shall be notified of any changes to the Chartered or Lucent MOC as given in Table F (ii) by the CST. PART B: COMMODITIES SELECTION TEAM PROPOSAL TO SC 6.3.4 A joint CST will be formed comprising team members from Lucent and Chartered as described in section 6.0 of this Attachment. 6.3.5 The SC will appoint a CST team leader to co-ordinate and report on the activities of the CST. 6.3.6 The Chartered or Lucent requestor is to provide all the available material acceptance data as inputs to the CST selection process. 6.3.7 The proposed material will be given the same weightage in comparison to the other materials during the selection process. 6.3.8 The CST is to perform a side-by-side material comparison based on the data supplied by Lucent as well as Chartered. 6.3.9 The CST is to make a recommendation to the SC. 6.3.10 If the approval is not granted, SC issues a written notice stating the reason for rejection. 6.3.11 If approval is granted, the CST can proceed to parts C or D as described below. PART C: MATERIAL EVALUATION PHASE 6.3.12 The CST is to select the site for evaluation and to coordinate the on-site evaluation task force for the proposed new material. 6.3.13 The CST is to set the timeline to verify the Process acceptance criteria as stipulated by the requestor for the new material. 6.3.14 CST makes a final recommendation to the SC based on the on-site evaluation. CHARTERED-LUCENT CONFIDENTIAL - 56 - 61 PART D: STEERING COMMITTEE FINAL REVIEW 6.3.15 The SC reviews the final recommendation from the CST. 6.3.16 If the SC does not accept the recommendation of the CST, the SC issues a written notice stating the reason for rejection. 6.3.17 If the SC accepts the recommendation of the CST, the SC makes a proposal to the EC to update the MOC. 6.3.18 The SC may recommend an appropriate CST be formed for the purpose of identifying a convergent MOC if the Parties MOC, as listed in Table F(ii), is different. 6.3.19 The decision of the SC to purchase materials is subject to the final approval of the EC. CHARTERED-LUCENT CONFIDENTIAL - 57 - 62 REDACTED CONFIDENTIAL TREATMENT REQUESTED The asterisked portions of this document have been omitted and are filed separately with the Securities and Exchange Commission TABLE F(I) (TOC) -------------------------------------------------------------------------------- * * * * * -------------------------------------------------------------------------------- CHARTERED-LUCENT CONFIDENTIAL - 58 - 63 REDACTED CONFIDENTIAL TREATMENT REQUESTED The asterisked portions of this document have been omitted and are filed separately with the Securities and Exchange Commission TABLE F(II) (MOC) -------------------------------------------------------------------------------- * * * * * -------------------------------------------------------------------------------- CHARTERED-LUCENT CONFIDENTIAL - 59 -