QIMONDA AG GUSTAV-HEINEMANN RING 212 D-81739 MUNICH GERMANYLetter Agreement • November 20th, 2007 • Qimonda AG • Semiconductors & related devices • New York
EXECUTION VERSION DEPOSIT AGREEMENTDeposit Agreement • November 20th, 2007 • Qimonda AG • Semiconductors & related devices • New York
Qimonda AG Confidential Materials Omitted and Filed Separately with the Securities and Exchange Commission. Confidential Portions denoted by [***]. (110 nm) License and (90/70 nm) Technical Cooperation Agreement between Nanya Technology Corporation...License and Technical Cooperation Agreement • August 4th, 2006 • Qimonda AG • Semiconductors & related devices
This Agreement is made and entered into by and between Infineon Technologies AG, duly organized and existing under the laws of the Federal Republic of Germany, having its principal place of business at St.-Martin-Strasse 53, 81669 Munich, Germany (“Infineon”) and Nanya Technology Corporation, duly organized and existing under the laws of Taiwan (ROC), having its principal place of business at Hwa-Ya Technology Park 669, Fuhsing 3rd Road, Taoyuan, Taiwan, Republic of China (“Nanya”).
Qimonda AG Registered no par value Ordinary Shares in the form of American Depositary Shares (each representing one Ordinary Share) or Ordinary Shares UNDERWRITING AGREEMENTUnderwriting Agreement • August 3rd, 2006 • Qimonda AG • Semiconductors & related devices • New York
Credit Suisse Securities (USA) LLC Citigroup Global Markets Inc. J.P. Morgan Securities Inc. As Representatives of the Several Underwriters listed in Schedule A hereto,
Qimonda AG Confidential Materials Omitted and Filed Separately with the Securities and Exchange Commission. Confidential Portions denoted by [***]. between Nanya Technology Corporation and Infineon Technologies AG for DRAM Process TechnologyTechnical Cooperation Agreement • August 4th, 2006 • Qimonda AG • Semiconductors & related devices
This Agreement is made and entered into by and between Infineon Technologies AG, duly organized and existing under the laws of the Federal Republic of Germany, having its principal place of business at St.-Martin-Strasse 53, 81669 Munich, Germany (“Infineon”) and Nanya Technology Corporation, duly organized and existing under the laws of Taiwan (ROC), having its principal place of business at Hwa-Ya Technology Park 669, Fuhsing 3rd Road, Taoyuan, Taiwan, Republic of China (“Nanya”).
ContractContribution Agreement • August 4th, 2006 • Qimonda AG • Semiconductors & related devices
Master IT Cost Sharing Agreement by and between Infineon Technologies AG, Munich, Germany - hereinafter referred to as “IFAG” - and Qimonda AG, Munich, Germany - hereinafter referred to as “MPAG” - - IFAG and MPAG may hereinafter be collectively...Sharing Agreement • August 4th, 2006 • Qimonda AG • Semiconductors & related devices
Qimonda AG Confidential Materials Omitted and Filed Separately with the Securities and Exchange Commission. Confidential Portions denoted by [***]. Product Purchase And Capacity Reservation Agreement - hereinafter referred to as the “Agreement” - by...Capacity Reservation Agreement • August 4th, 2006 • Qimonda AG • Semiconductors & related devices
WHEREAS, Infineon and SMIC, concurrently with this Agreement, have entered into an agreement regarding the transfer of certain know how and technologies by Infineon to SMIC for the manufacture of Contract Products (as defined below) and under which Infineon grants to SMIC certain rights to manufacture and sell Contract Products only to Infineon and/or the Infineon Subsidiaries (as defined below);
Qimonda AG Confidential Materials Omitted and Filed Separately with the Securities and Exchange Commission. Confidential Portions denoted by [***]. Fourth Amendment to Joint Venture Agreement dated 13 November 2002Joint Venture Agreement • July 21st, 2006 • Qimonda AG
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”),
Qimonda AG Confidential Materials Omitted and Filed Separately with the Securities and Exchange Commission. Confidential Portions denoted by [***]. Cooperative Joint Venture Contract for the establishment of Infineon Technologies Suzbou Co., Ltd. by...Cooperative Joint Venture Contract • August 4th, 2006 • Qimonda AG • Semiconductors & related devices
THIS COOPERATIVE JOINT VENTURE CONTRACT (this “Contract”) is entered into this 28th day of July, 2003 in accordance with the “Law on Sino-foreign Cooperative Joint Ventures of the People’s Republic of China” and other applicable Chinese laws and regulations by and between Infineon Technologies China Co., Ltd. (“Party A”), a holding company with limited liability formed in PRC whose principal office is located at No. 7, Lane 647 Song Tao Road, Zhangjiang Hi-tech Park, Pudong New District, Shanghai, PRC, and China-Singapore Suzhou Industrial Park Ventures Co., Ltd. (“Party B”), a limited liability company duly organized and validly existing under the laws of China whose principal office is located at 11th Floor International Building, #2 Suhua Road Suzhou Industrial Park, Jiangsu, PRC.
DEPOSIT AGREEMENT by and among QIMONDA AG, AND CITIBANK, N.A., as Depositary, AND THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES ISSUED HEREUNDER FROM TIME TO TIME Dated as of [date], 2006Deposit Agreement • July 21st, 2006 • Qimonda AG • New York
DEPOSIT AGREEMENT, dated as of [date], 2006, by and among (i) QIMONDA AG, a company organized under the laws of the Federal Republic of Germany, and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America acting in its capacity as depositary, and any successor depositary hereunder (the “Depositary”), and (iii) all Holders and Beneficial Owners from time to time of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).
Dated 31 July 2006 for QIMONDA AG coordinated by CITIGROUP GLOBAL MARKETS LIMITED CREDIT SUISSE, LONDON BRANCH J.P. MORGAN PLC ABN AMRO BANK N.V., NIEDERLASSUNG DEUTSCHLAND DEUTSCHE BANK AG BAYERISCHE HYPO- UND VEREINSBANK AG with CITIBANK...Agreement • August 4th, 2006 • Qimonda AG • Semiconductors & related devices
Trust AgreementTrust Agreement • November 21st, 2006 • Qimonda AG • Semiconductors & related devices
Infineon is the owner of 1,104,665,707 shares at the nominal value of 10 New Taiwan Dollars per share (“shares”) of Inotera Memories, Inc. with its registered office in Taoyuan, Taiwan, (the “Company”). The Company has been listed since March 17, 2006 on the Taiwan Stock Exchange. According to the regulations of Taiwanese stock exchange law, Infineon is therewith subject to statutory disposal regulations related to the shares. Infineon is engaged in negotiations with the responsible Taiwanese authorities to obtain a certificate of exemption allowing it to transfer the ownership of the Company shares to Qimonda.
Qimonda AG Confidential Materials Omitted and Filed Separately with the Securities and Exchange Commission. Confidential Portions denoted by [***]. Product Purchase And Capacity Reservation Agreement 300mm - hereinafter referred to as the “Agreement”-...Qimonda AG • July 21st, 2006
WHEREAS, Infineon and Winbond, on May 02, 2002, have entered into that certain Know How Transfer Agreement regarding Infineon’s 110nm DRAM technology for use with certain DRAM products and that certain Product Purchasing and Capacity Reservation Agreement and its First Addendum related thereto;
Qimonda AG Confidential Materials Omitted and Filed Separately with the Securities and Exchange Commission. Confidential Portions denoted by [***]. Twelfth Amendment to (110nm) License and (90/70nm) Technical Cooperation Agreement Dated 13 November 2002Qimonda AG • November 21st, 2006 • Semiconductors & related devices
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, Republic of China (hereinafter “Nanya”),
Qimonda AG Confidential Materials Omitted and Filed Separately with the Securities and Exchange Commission Confidential Portions denoted by [***] Product Purchase and Capacity Reservation Agreement by and between Hwa-Ya Semiconductor Inc., having its...Qimonda AG • July 21st, 2006
WHERAS, NTC and Infineon have formed JV as a joint venture company for the development, manufacture and sale of semiconductor products subject to a Joint Venture Agreement (“Joint Venture Agreement”);
Qimonda AG Confidential Materials Omitted and Filed Separately with the Securities and Exchange Commission. Confidential Portions denoted by [***]. TESSERA, INC. Qimonda TCC ® License AgreementQimonda AG • August 3rd, 2006 • Semiconductors & related devices • California
This Agreement is entered into as of this First day of July, 2006 (“Effective Date”), between TESSERA INC., a corporation organized under the laws of Delaware, having a principal place of business at 3099 Orchard Drive, San Jose, CA, 95134, USA and the Tessera Affiliates (collectively “Tessera”) and Qimonda AG, a corporation organized under the laws of Germany having a principal place of business at Munich, Germany (or any successors or assigns of Qimonda AG due to any entities resulting from the initial public offering of Qimonda AG), and the Licensee Affiliates (collectively “Licensee”) with reference to the following facts:
Qimonda AG Confidential Materials Omitted and Filed Separately with the Securities and Exchange Commission. Confidential Portions denoted by [***]. First Addendum to the Product Purchase And Capacity Reservation Agreement 300mm -hereinafter referred...Qimonda AG • November 21st, 2006 • Semiconductors & related devices
WHEREAS, Infineon and Winbond, on May 02, 2002, have entered into that certain Know How Transfer Agreement regarding Infineon’s 110nm DRAM technology for use with certain DRAM products and that certain Product Purchasing and Capacity Reservation Agreement and its First Addendum related thereto;
Trust Agreement between Infineon Technologies AG, Munich – “Infineon”– and Qimonda AG, Munich – “Qimonda”– PreambleTrust Agreement • July 21st, 2006 • Qimonda AG
Infineon is the owner of 1,104,665,707 shares at the nominal value of 10 New Taiwan Dollars per share (“shares”) of Inotera Memories, Inc. with its registered office in Taoyuan, Taiwan, (“the Company”). The company has been listed since March 17, 2006 on the Taiwan Stock Exchange. According to the regulations of Taiwanese stock exchange law, Infineon is therewith subject to statutory disposal regulations related to the shares. Infineon is engaged in negotiations with the
Confidential Global Service Agreement by and between Infineon Technologies AG, Munich, Germany - hereinafter referred to as “IFX” - and Qimonda AG, Munich, Germany - hereinafter referred to as “Qimonda” - - IFX and Qimonda may hereinafter be...Global Service Agreement • July 21st, 2006 • Qimonda AG
Dated July 2006 for QIMONDA AG coordinated by CITIGROUP GLOBAL MARKETS LIMITED CREDIT SUISSE, LONDON BRANCH J.P. MORGAN PLC ABN AMRO BANK N.V., NIEDERLASSUNG DEUTSCHLAND DEUTSCHE BANK AG BAYERISCHE HYPO- UND VEREINSBANK AG with CITIBANK INTERNATIONAL...Qimonda AG • July 28th, 2006 • Semiconductors & related devices
Qimonda AG Confidential Materials Omitted and Filed Separately with the Securities and Exchange Commission. Confidential Portions denoted by [***]. First Amendment to Joint Venture Agreement dated 13 November 2002Joint Venture Agreement • August 7th, 2006 • Qimonda AG • Semiconductors & related devices
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”),
Eleventh Amendment to License and Technical Cooperation Agreement dated 13 November 2002 and First Amendment to 60 nm Technical Cooperation Agreement dated 29 September 2005 This Agreement is entered into by and betweenQimonda AG • August 3rd, 2006 • Semiconductors & related devices
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”),
Qimonda AG Confidential Materials Omitted and Filed Separately with the Securities and Exchange Commission. Confidential Portions denoted by [***]. SETTLEMENT AND LICENSE AGREEMENTSettlement and License Agreement • July 21st, 2006 • Qimonda AG • Delaware
THIS SETTLEMENT AND LICENSE AGREEMENT (the “Agreement”) is made by and among Rambus Inc. (“Rambus”), on the one hand, and Infineon Technologies AG, Infineon Technologies North America Corp. and Infineon Technologies Holding North America Inc. (collectively, “Infineon”), on the other hand, effective as of March 18, 2005 (“Effective Date”).
IT Transformation Agreement by and between Infineon Technologies AG, Munich, Germany — hereinafter referred to as “IFAG” — and Qimonda AG, Munich, Germany — hereinafter referred to as “QI AG” — — IFAG and QI AG may hereinafter be collectively referred...It Transformation Agreement • February 5th, 2008 • Qimonda AG • Semiconductors & related devices
Fifth Amendment to Joint Venture Agreement dated 13 November 2002 This Amendment (“Fifth Amendment”) to the subject Agreement, is entered into by and betweenJoint Venture Agreement • February 5th, 2008 • Qimonda AG • Semiconductors & related devices
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, Kucishan, Taoyuan, Taiwan, Republic of China (hereinafter “NTC”),
MASTER LOAN AGREEMENT (hereinafter referred to as “Agreement”) between Qimonda AG, Munich (hereinafter referred to as “Borrower”) and Infineon Technologies Holding B.V., Rotterdam (hereinafter referred to as “Lender”) (Lender and Borrower together the...Master Loan Agreement • July 21st, 2006 • Qimonda AG
