<PAGE> 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
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<TABLE>
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CONTENTS
SECTION PAGE
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<S> <C>
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
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CHARTERED-LUCENT CONFIDENTIAL
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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.
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REDACTED CONFIDENTIAL TREATMENT REQUESTED
The asterisked portions of this document have been omitted and
are filed separately with the Securities and Exchange Commission
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.
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REDACTED CONFIDENTIAL TREATMENT REQUESTED
The asterisked portions of this document have been omitted and
are filed separately with the Securities and Exchange Commission
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
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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.
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REDACTED CONFIDENTIAL TREATMENT REQUESTED
The asterisked portions of this document have been omitted and
are filed separately with the Securities and Exchange Commission
3.4 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.
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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
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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
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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
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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
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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;
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(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:
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(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;
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(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;
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REDACTED CONFIDENTIAL TREATMENT REQUESTED
The asterisked portions of this document have been omitted and
are filed separately with the Securities and Exchange Commission
(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.
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REDACTED CONFIDENTIAL TREATMENT REQUESTED
The asterisked portions of this document have been omitted and
are filed separately with the Securities and Exchange Commission
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
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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.
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REDACTED CONFIDENTIAL TREATMENT REQUESTED
The asterisked portions of this document have been omitted and
are filed separately with the Securities and Exchange Commission
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.
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REDACTED CONFIDENTIAL TREATMENT REQUESTED
The asterisked portions of this document have been omitted and
are filed separately with the Securities and Exchange Commission
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
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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
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REDACTED CONFIDENTIAL TREATMENT REQUESTED
The asterisked portions of this document have been omitted and
are filed separately with the Securities and Exchange Commission
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.
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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.
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REDACTED CONFIDENTIAL TREATMENT REQUESTED
The asterisked portions of this document have been omitted and
are filed separately with the Securities and Exchange Commission
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;
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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
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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
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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.
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REDACTED CONFIDENTIAL TREATMENT REQUESTED
The asterisked portions of this document have been omitted and
are filed separately with the Securities and Exchange Commission
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.
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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
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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
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<PAGE> 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
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<PAGE> 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
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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
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<PAGE> 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
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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
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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
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REDACTED CONFIDENTIAL TREATMENT REQUESTED
The asterisked portions of this document have been omitted and
are filed separately with the Securities and Exchange Commission
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
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REDACTED CONFIDENTIAL TREATMENT REQUESTED
The asterisked portions of this document have been omitted and
are filed separately with the Securities and Exchange Commission
MANPOWER PLAN
(Headcount)
* * * * *
CHARTERED-LUCENT CONFIDENTIAL
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REDACTED CONFIDENTIAL TREATMENT REQUESTED
The asterisked portions of this document have been omitted and
are filed separately with the Securities and Exchange Commission
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
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REDACTED CONFIDENTIAL TREATMENT REQUESTED
The asterisked portions of this document have been omitted and
are filed separately with the Securities and Exchange Commission
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
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REDACTED CONFIDENTIAL TREATMENT REQUESTED
The asterisked portions of this document have been omitted and
are filed separately with the Securities and Exchange Commission
--------------------------------------------------------------------------------
1. TECHNOLOGY
--------------------------------------------------------------------------------
1.1. ELECTRICAL (EP) SPECIFICATION AND TEST PROGRAM
--------------------------------------------------------------------------------
* * * * *
--------------------------------------------------------------------------------
1.2. SCRIBELINE TEST STRUCTURES
--------------------------------------------------------------------------------
* * * * *
--------------------------------------------------------------------------------
3.3. DESIGN RULES AND MODELS
--------------------------------------------------------------------------------
* * * * *
--------------------------------------------------------------------------------
CHARTERED-LUCENT CONFIDENTIAL
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REDACTED CONFIDENTIAL TREATMENT REQUESTED
The asterisked portions of this document have been omitted and
are filed separately with the Securities and Exchange Commission
--------------------------------------------------------------------------------
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
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REDACTED CONFIDENTIAL TREATMENT REQUESTED
The asterisked portions of this document have been omitted and
are filed separately with the Securities and Exchange Commission
--------------------------------------------------------------------------------
3. PROGRAM MANAGEMENT
--------------------------------------------------------------------------------
3.1. RESOURCE PROVISIONS AND MILESTONES
--------------------------------------------------------------------------------
* * * * *
--------------------------------------------------------------------------------
4. EDA
--------------------------------------------------------------------------------
4.1. DEVICE CHARACTERIZATION AND LAYOUT
--------------------------------------------------------------------------------
* * * * *
--------------------------------------------------------------------------------
CHARTERED-LUCENT CONFIDENTIAL
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ATTACHMENT A-2-1
(0.10um DEVELOPMENT PLAN)
To be attached following approval of Executive Committee.
CHARTERED-LUCENT CONFIDENTIAL
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ATTACHMENT A-3-1
(0.08um DEVELOPMENT PLAN)
To be attached following approval of Executive Committee.
CHARTERED-LUCENT CONFIDENTIAL
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ATTACHMENT B
TOTAL PROJECT COST
Please refer to the attached 2 pages.
CHARTERED-LUCENT CONFIDENTIAL
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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$)
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
CHARTERED TRANSFER/S'PORE
-----------------------------------------------------------------------------------------------------------------------------------
1999 2000 2001 2002 2003 2004 Total-
Units Unit Cost -----------------
-----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
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
-------------------------------
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
JOINT DEVELOPMENT IN ORLANDO
-----------------------------------------------------------------------------------------------------------------------------------
1999 2000 2001 2002 2003 2004 Total- Grand
Units Unit Cost --------------- Total
-----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
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
-------------------------------
</TABLE>
<PAGE> 48
ATTACHMENT B-1-1.2
TOTAL PROJECT COST - MANPOWER AND WAFERS
Technology 0.12um Process Technology - 0.08um development
<TABLE>
<CAPTION>
Headcount
4Q99 1Q00 2Q00 3Q00 4Q00 1Q01 2Q01 3Q01 4Q01 1Q02 2Q02
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
------------------------------------
------------------------------------
------------------------------------
------------------------------------
Wafers
------------------------------------
------------------------------------
------------------------------------
------------------------------------
------------------------------------
------------------------------------
------------------------------------
------------------------------------
------------------------------------
Inflation factor
Manpower salary
CHRT * * * * *
Manpower salary
CHRT @ Lucent
Manpower salary
Lucent@ Lucent
Manpower salary
Singapore Bell Labs
<CAPTION>
Headcount Total Man-
3Q02 4Q02 1Q03 2Q03 3Q03 4Q03 1Q04 2Q04 3Q04 4Q04 Mth/Wfr
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
------------------------------------
------------------------------------
------------------------------------
------------------------------------
Wafers
------------------------------------
------------------------------------
------------------------------------
------------------------------------
------------------------------------
------------------------------------
------------------------------------
------------------------------------
------------------------------------
Inflation factor
Manpower salary
CHRT * * * * *
Manpower salary
CHRT @ Lucent
Manpower salary
Lucent@ Lucent
Manpower salary
Singapore Bell Labs
</TABLE>
<PAGE> 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
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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
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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
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REDACTED CONFIDENTIAL TREATMENT REQUESTED
The asterisked portions of this document have been omitted and
are filed separately with the Securities and Exchange Commission
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
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REDACTED CONFIDENTIAL TREATMENT REQUESTED
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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
<TABLE>
<S> <C> <C>
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
</TABLE>
4.0 REFERENCE DOCUMENTS
* * * * *
CHARTERED-LUCENT CONFIDENTIAL
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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.
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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.
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
ORGANIZATION/ DEPARTMENT REPRESENTED EST CST
--------------------------------------------------------------------------------
<S> <C> <C>
* * * * *
--------------------------------------------------------------------------------
</TABLE>
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.
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<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------
REQUESTER'S INPUT SOURCE CRITERIA WEIGHTAGE VENDOR A TOC
(see note 1)
-----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
* * * * *
-----------------------------------------------------------------------------------------------
</TABLE>
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:
<TABLE>
<S> <C>
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
</TABLE>
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.
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[GRAPHICAL CHART DESCRIBING THE PROCEDURE FOR THE
EVALUATION AND PURCHASE OF NEW TOOLS AND MATERIALS]
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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.
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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
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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.
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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.
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TABLE F(I) (TOC)
--------------------------------------------------------------------------------
* * * * *
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TABLE F(II) (MOC)
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* * * * *
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