Infineon Technologies Ag Sample Contracts

Infineon Technologies Ag – Amendment 1 to Shareholder Agreement of Altis Semiconductor between Infineon Technologies Holding France and Compagnie IBM France dated as of June 24, 1999 (“Shareholders Agreement”); to the Participation Agreement dated as of June 24, 1999 among Infineon Technologies AG I.G. and International Business Machines Corporation (“Participation Agreement”) and to the Purchase of Products Agreements referred to in Section 6.01. Purchase of Products thereof this Amendment 1 hereinafter referred to as “Amendment 1” (May 18th, 2010)

WHEREAS Infineon and IBM acknowledge that IBM has agreed to participate in the Process Development Projects pursuant to the 3-Way Agreement with Chartered Semiconductor executed contemporaneously herewith, and Infineon is agreeing to take on capacity obligations in the Company as specified in this Amendment 1,

Infineon Technologies Ag – Confidential materials omitted and filed separately with the Securities and Exchanges Commission* ASSET PURCHASE AGREEMENT by and between INFINEON TECHNOLOGIES AG as Seller and WIRELINE HOLDING S.À R.L. as Buyer dated as of 7 July, 2009 Infineon Technologies AG Confidential (December 22nd, 2009)

THIS ASSET PURCHASE AGREEMENT (“Agreement”) is made as of July 7, 2009 by and between INFINEON TECHNOLOGIES AG, a stock corporation (Aktiengesellschaft) under the laws of the Federal Republic of Germany, with principal place of business at Am Campeon 1-12, 85579 Neubiberg, Germany, registered with the commercial register (Handelsregister) of the lower court (Amtsgericht) of Munich under HRB 126492 (“Seller”), and Wireline Holding S.à r.l., a company incorporated as a société à responsabilité limitée, existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 412F, Route d’Esch, L-1030 Luxembourg, Grand Duchy of Luxembourg and whose registration with the Luxembourg Trade and Companies’ register under Section B is pending (“Buyer”).

Infineon Technologies Ag – FIRST AMENDMENT AGREEMENT to the ASSET PURCHASE AGREEMENT by and between INFINEON TECHNOLOGIES AG as Seller and LANTIQ HOLDCO S.À R.L. (formerly WIRELINE HOLDING S.À R.L.) as Buyer dated as of 6 November 2009 Infineon Technologies AG Confidential (December 8th, 2009)

THIS AMENDMENT AGREEMENT TO THE ASSET PURCHASE AGREEMENT DATED JULY 7, 2009 (“Amendment Agreement”) is made as of November 6, 2009 by and between INFINEON TECHNOLOGIES AG, a stock corporation (Aktiengesellschaft) under the laws of the Federal Republic of Germany, with principal place of business at Am Campeon 1-12, 85579 Neubiberg, Germany, registered with the commercial register (Handelsregister) of the lower court (Amtsgericht) of Munich under HRB 126492 (“Seller”), and Lantiq HoldCo S.à r.l. (formerly Wireline Holding S.à r.l.), a company incorporated as a société à responsabilité limitée, existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 412F, Route d’Esch, L-1030 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Trade and Companies’ register under Section B 147045 (“Buyer”).

Infineon Technologies Ag – Amendment 5 (December 8th, 2009)

Amendment 4 to Shareholder Agreement of Altis Semiconductor (“Altis”) (“Amendment 4”) and other Agreements and Amendments relevant to Amendment 4 and amended therein;

Infineon Technologies Ag – Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. Amendment 4 (December 8th, 2009)

Amendment 3 to Shareholder Agreement of Altis Semiconductor (“Altis”) (“Amendment 3”) and other Agreements and Amendments relevant to Amendment 3 and amended therein;

Infineon Technologies Ag – Confidential materials omitted and filed separately with the Securities and Exchanges Commission* ASSET PURCHASE AGREEMENT by and between INFINEON TECHNOLOGIES AG as Seller and WIRELINE HOLDING S.À R.L. as Buyer dated as of 7 July, 2009 Infineon Technologies AG Confidential (July 16th, 2009)

THIS ASSET PURCHASE AGREEMENT (“Agreement”) is made as of July 7, 2009 by and between INFINEON TECHNOLOGIES AG, a stock corporation (Aktiengesellschaft) under the laws of the Federal Republic of Germany, with principal place of business at Am Campeon 1-12, 85579 Neubiberg, Germany, registered with the commercial register (Handelsregister) of the lower court (Amtsgericht) of Munich under HRB 126492 (“Seller”), and Wireline Holding S.à r.l., a company incorporated as a société à responsabilité limitée, existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 412F, Route d’Esch, L-1030 Luxembourg, Grand Duchy of Luxembourg and whose registration with the Luxembourg Trade and Companies’ register under Section B is pending (“Buyer”).

Infineon Technologies Ag – PROJECT SOFTSHELL INVESTMENT AGREEMENT regarding a participation in Infineon Technologies AG (July 16th, 2009)

means of a share capital increase against cash contribution, including by way of purchasing subscription rights (hereinafter the “Investment”).

Infineon Technologies Ag – Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. - confidential - Amendment 3 (July 16th, 2009)

Amendment 2 to Shareholder Agreement of Altis Semiconductor (designated in Amendment 2 “Altis”) between Infineon Technologies Holding France and Compagnie IBM France (now IBM XXI (SAS)”) dated as of June 24, 1999 (“Shareholders Agreement”);

Infineon Technologies Ag – RIGHTS AGENT AGREEMENT (July 16th, 2009)

RIGHTS AGENT AGREEMENT, dated as of July 16, 2009, between Infineon Technologies AG, a public limited company organized under the laws of the Federal Republic of Germany, and its successors (the “Company”), and Deutsche Bank Trust Company Americas (the “Depositary”), a New York banking corporation organized and existing under the laws of the State of New York and an indirect, wholly owned subsidiary of Deutsche Bank AG.

Infineon Technologies Ag – Die deutsche Version der Anleihebedingungen ist allein rechtsverbindlich. Die englische Übersetzung dient lediglich der Information. The German version of the Terms and Conditions the only legally binding version. The English translation is for convenience only. Allgemeines General Provisions (July 16th, 2009)

— die Anzahl der Schuldverschreibungen, für die das Wandlungsrecht ausgeübt werden soll; — specify the number of Bonds with respect to which the Conversion Right shall be exercised;

Infineon Technologies Ag – NOT FOR DISTRIBUTION INTO OR IN THE UNITED STATES. (December 7th, 2007)

THESE NOTES AND THE ADSs INTO WHICH THEY MAY BE EXCHANGED HAVE NOT BEEN REGISTERED AND THESE NOTES WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) AND ARE ONLY BEING OFFERED AND SOLD TO NON-U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT) OUTSIDE THE UNITED STATES IN RELIANCE ON REGULATION S. NEITHER THESE NOTES NOR ANY PORTION THEREOF MAY BE SOLD WITHIN THE UNITED STATES OR TO A U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT) DURING THE 40 DAY PERIOD FOLLOWING THE ISSUE DATE HEREOF. THESE NOTES MAY NOT BE EXCHANGED, UNLESS THE ADSs ARE REGISTERED UNDER THE U.S. SECURITIES ACT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT IS AVAILABLE.

Infineon Technologies Ag – The German version of the Subordinated Guarantee is the only legally binding version. The English translation is for convenience only. NACHRANGIGE GARANTIE der Infineon Technologies AG Neubiberg, Bundesrepublik Deutschland (die “Garantin”) zugunsten der Anleihegläubiger der 1,375% Garantierten Nachrangigen Umtauschschuldverschreibungen von 2007/2010 mit einem Gesamtnennbetrag von € 215.000.000 (die “Schuldverschreibungen”) der Infineon Technologies Investment B.V., Rotterdam, Niederlande (die “Anleiheschuldnerin”) (December 7th, 2007)

Die Garantin garantiert hiermit unbedingt und unwiderruflich gegenüber den Anleihegläubigern (i) die ordnungsgemäße und pünktliche Zahlung in Übereinstimmung mit den Anleihebedingungen der Schuldver-schreibungen (die “Anleihebedingungen”) sämtlicher Beträge, die von der Anleihe-schuldnerin auf die Schuldverschreibungen zahlbar sind, sowie (ii) die ordnungsgemäße und pünktliche Erfüllung sämtlicher Verpflichtungen der Anleiheschuldnerin gemäß der Anleihebedingungen, die sich aus der Ausübung des Umtauschrechts ergeben.

Infineon Technologies Ag – FRAMEWORK AGREEMENT (December 7th, 2007)

This FRAMEWORK AGREEMENT (the “Agreement”), dated as of August 8, 2007, is by and between (1) “GlobalInformService”, a company governed by Russian law having its principal office at 19 2nd Sinichkina Street, building 3, 111020 Moscow, Russia, Main State Registration Number (OGRN) 5077746762539 (“GIS”) and (2) International Business Machines Corporation, a company organized and existing under the laws of the state of New York, U.S.A. having its principal office at New Orchard Road, Armonk, New York 10504, U.S.A. (“IBM”), and Infineon Technologies AG, a company governed by German law having its registered office at Am Campeon 1-12, 85579 Neubiberg, Germany (“Infineon”). GIS, IBM and Infineon are each referred to as a “Party” and collectively as the “Parties.”

Infineon Technologies Ag – Amendment 2 to Shareholder Agreement of Altis Semiconductor (designated in Amendment 2 “Altis”) between Infineon Technologies Holding France and Compagnie IBM France (now “IBM XXI (SAS)”) dated as of June 24, 1999 (“Shareholders Agreement”); to the Participation Agreement dated as of June 24, 1999 among Infineon Technologies AG i.G. and International Business Machines Corporation (designated in Amendment 2 “Infineon” and “IBM”) (“Participation Agreement”) and to the Purchase of Products Agreements referred to in Participation Agreement Section 6.01. Purchase of Products thereof all as amended (November 30th, 2006)

WHEREAS, Infineon and IBM acknowledge that IBM has agreed to participate in the Process Development Projects pursuant to the 3-Way Agreement with Chartered Semiconductor executed contemporaneously with Amendment 1, and Infineon agreed to take on capacity obligations in the Company as specified in Amendment 1,

Infineon Technologies Ag – Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. Fourth Amendment to Joint Venture Agreement dated 13 November 2002 (November 30th, 2006)

Nanya Technology Corporation, a company legally established under the laws of the Republic of China and having its head office at Hwa-Ya Technology Park 669, Fuhsing 3rd Road, Kueishan, Taoyuan, Taiwan, Republic of China (hereinafter “NTC”),

Infineon Technologies Ag – Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. First Amendment to Joint Venture Agreement dated 13 November 2002 (November 23rd, 2005)

Nanya Technology Corporation, a company legally established under the laws of the Republic of China and having its head office at Hwa-Ya Technology Park 669, Fuhsing 3rd Road, Kueishan, Taoyuan, Taiwan, Republicof China (hereinafter “NTC”),

Infineon Technologies Ag – SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASE This Settlement Agreement and Mutual General Release (the “Agreement”) is made by and between (November 23rd, 2005)

INFINEON TECHNOLOGIES AG, a corporation organized and existing under the laws of the Federal Republic of Germany and having its head office at Munich, Germany (“Infineon”);

Infineon Technologies Ag – Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. REAL - ESTATE LEASING CONTRACT (November 26th, 2004)

The Lessor and the Lessee intend that the complete contract, and thus the subject of the leasing contract, be classified as an "operating lease" in accordance with US GAAP. The anticipated payments to be made by the Lessee after the start of the lease will therefore be calculated so that the [**] of all payments to be incorporated into the [**] in accordance with the provisions of US GAAP, discounted at the lower of (i) [**], or (ii) [**] to be used as the basis [**]. The basic [**] will be the lower value of (i) [**], or (ii) [**].

Infineon Technologies Ag – CONDITIONS OF ISSUE § 1 (General Provisions) (November 21st, 2003)
Infineon Technologies Ag – SUBORDINATED GUARANTEE by Infineon Technologies AG Munich, Federal Republic of Germany (the "Guarantor") in favour of the holders of the 5% Guaranteed Subordinated Convertible Notes of 2003/2010 in the aggregate principal amount of €700,000,000 (the "Notes") of Infineon Technologies Holding B.V. Rotterdam, The Netherlands (the "Issuer") (November 21st, 2003)

The Guarantor hereby, subject to § 7(5) through § 7(12) of the Conditions of the Issue of the Notes (the "Conditions") and the provisions below, unconditionally and irrevocably guarantees to the Noteholders (which expression shall, for the purposes of this Subordinated Guarantee, include any Noteholders under any additional Notes issued by the Issuer under § 20 of the Conditions the due and punctual payment in accordance with the Conditions of any and all sums expressed to be payable by the Issuer under the Notes.

Infineon Technologies Ag – LOAN AGREEMENT (this "Agreement") between Infineon Technologies Holding B.V., Rotterdam (the "Issuer") and Infineon Technologies AG, Munich ("Infineon Technologies AG") (November 21st, 2003)
Infineon Technologies Ag – Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote such ommissions. Amendment 1 to Shareholder Agreement of Altis Semiconductor between Infineon Technologies Holding France and Compagnie IBM France dated as of June 24, 1999 ("Shareholders Agreement"); to the Participation Agreement dated as of June 24, 1999 among Infineon Technologies AG I.G. and International Business Machines Corporation ("Participation Agreement") and to the Purchase of Products Agreements referred to in Section 6.01. Purchase of Products thereof this Amendment (November 21st, 2003)

WHEREAS Infineon and IBM acknowledge that IBM has agreed to participate in the Process Development Projects pursuant to the 3-Way Agreement with Chartered Semiconductor executed contemporaneously herewith, and Infineon is agreeing to take on capacity obligations in the Company as specified in this Amendment 1,

Infineon Technologies Ag – UNDERTAKING FOR GRANTING CONVERSION RIGHTS of Infineon Technologies AG Munich, Federal Republic of Germany To JPMorgan Chase Bank for the benefit of the Noteholders of Infineon Technologies Holding B.V., Rotterdam, The Netherlands €700,000,000 5% Guaranteed Subordinated Convertible Notes of 2003/2010, convertible into ordinary registered shares with no par value (Stückaktien) of Infineon Technologies AG (the "Notes"). (November 21st, 2003)
Infineon Technologies Ag – ASSIGNMENT AGREEMENT (November 21st, 2003)
Infineon Technologies Ag – Confidential Materials omitted and filed separately with the Securities and Exchange commission. Asterisks denote omissions. Joint Venture Agreement (December 4th, 2002)

This Joint Venture Agreement (hereinafter the "Joint Venture Agreement" or this "Agreement") is entered into by and between

Infineon Technologies Ag – ASSIGNMENT AGREEMENT (December 4th, 2002)
Infineon Technologies Ag – TERMS AND CONDITIONS § 1 (General Provisions) (December 4th, 2002)
Infineon Technologies Ag – LOAN AGREEMENT (this "Agreement") between Infineon Technologies Holding B.V., Rotterdam (the "Issuer") and Infineon Technologies AG, Munich ("Infineon Technologies AG") (December 4th, 2002)
Infineon Technologies Ag – SUBORDINATED GUARANTEE by Infineon Technologies AG, Munich, Federal Republic of Germany (the "Guarantor") in favour of the holders of the 4.25% Guaranteed Subordinated Convertible Notes of 2002/2007 in the aggregate principal amount of €1,000,000,000 (the "Notes") of Infineon Technologies Holding B.V., Rotterdam, The Netherlands (the "Issuer") (December 4th, 2002)

The Guarantor hereby unconditionally and irrevocably guarantees to the Noteholders (which expression shall, for the purposes of this Subordinated Guarantee, include any Noteholders under any additional Notes issued by the Issuer under § 20 of the Conditions (as defined below)) the due and punctual payment in accordance with the Terms and Conditions of the Notes (the "Conditions") of any and all sums expressed to be payable by the Issuer under the Notes.

Infineon Technologies Ag – UNDERTAKING FOR GRANTING CONVERSION RIGHTS of Infineon Technologies AG, Munich, Federal Republic of Germany To JPMorgan Chase Bank for the benefit of the Noteholders of Infineon Technologies Holding B.V., Rotterdam, The Netherlands €1,000,000,000 4.25% Guaranteed Subordinated Convertible Notes of 2002/2007, convertible into ordinary registered shares with no par-value (Stückaktien) of Infineon Technologies AG (the "Notes") (December 4th, 2002)
Infineon Technologies Ag – Section of Trust Indenture Act Section of of 1939, as amended Indenture ------------------- ----------- 310(a)......................................... ................................. 7.09 310(b).................................. ........................................ 7.08 7.10 310(c)...................... .................................................... Inapplicable 311(a)....... ................................................................... 7.13(a) 311 (b).......................................................................... 7.13(b) 311(c)......................................... (March 5th, 2002)

EXHIBIT 4.4 FORM OF SENIOR INDENTURE ================================================================================ INFINEON TECHNOLOGIES AG, ISSUER and [ ], TRUSTEE ----------------------------------- INDENTURE Dated as of [ ], 200[ ] ----------------------------------- Senior Debt Securities ================================================================================ CROSS-REFERENCE TABLE(1)

Infineon Technologies Ag – Section of Trust Indenture Act Section of of 1939, as amended Indenture -------------------- ----------- 310(a)........................................ .................................. 7.09 310(b)................................. ......................................... 7.08 7.10 310(c)..................... ..................................................... Inapplicable 311(a)...... .................................................................... 7.13(a) 31 1(b).......................................................................... 7.13(b) 311(c)........................................ (March 5th, 2002)

EXHIBIT 4.5 FORM OF SUBORDINATED INDENTURE ================================================================================ INFINEON TECHNOLOGIES AG, ISSUER and [ ], TRUSTEE ----------------------------------- INDENTURE Dated as of [ ], 200[ ] ----------------------------------- Subordinated Debt Securities ================================================================================ CROSS-REFERENCE TABLE(1)

Infineon Technologies Ag – Supplement to the Partnership Agreement dated February 10, 2000 between Infineon Technologies AG and OSRAM GmbH Non Compete Agreement between OSRAM Gesellschaft mit beschränkter Haftung, Munich and Infineon Technologies AG, Munich (December 4th, 2001)

"Affiliated Companies", as used herein, shall mean any existing or future corporation, partnership or other entity, (i) of which more than 50 (fifty) percent of its outstanding shares or securities entitled to vote for the election of directors or similar managing authority is directly or indirectly owned or controlled by a party, or (ii) that does not have outstanding shares or securities but more than 50 (fifty) percent of whose ownership interest representing the right to make the decisions for such entity is directly or indirectly owned or controlled by a party, provided, however, that in each case such corporation, partnership or other entity shall be deemed to be an Affiliated Company only so long as such ownership or control exists and is more than fifty percent (50%).

Infineon Technologies Ag – NOTARIAL DEED PURCHASE AND TRANSFER AGREEMENT (December 4th, 2001)

The limited partnership OSRAM Opto Semiconductors GmbH & Co. OHG, with its corporate seat in Regensburg ("OHG"), is registered in the commercial register of the local court of Regensburg under the number HRA 6036. The currently valid partnership agreement is dated December 23, 1998, and was last amended on February 10, 2000.