EXHIBIT 6.2
Effective as of 28 March 2002
AGERE SYSTEMS SINGAPORE PTE LTD
(formerly known as "Lucent Technologies Microelectronics Pte Ltd")
- and -
CHARTERED SEMICONDUCTOR MANUFACTURING LTD
- and -
SILICON MANUFACTURING PARTNERS PTE LTD
AMENDMENT AGREEMENT (NO. 3)
TO
LICENSE AND TECHNOLOGY TRANSFER AGREEMENT
DATED 17 FEBRUARY 1998
AMENDMENT AGREEMENT (NO. 3)
THIS AMENDMENT AGREEMENT (NO. 3) is effective as of 28 March 2002
BETWEEN :-
(1) AGERE SYSTEMS SINGAPORE PTE LTD (formerly known as Lucent Technologies
Microelectronics Pte Ltd) ("Agere"), a company incorporated in
Singapore, with its principal place of business at ▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇ Ayer ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇;
(2) CHARTERED SEMICONDUCTOR MANUFACTURING LTD ("CSM"), a company
incorporated in Singapore with its registered office at ▇▇, ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇, ▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇; and
(3) SILICON MANUFACTURING PARTNERS PTE LTD ("JV COMPANY"), a company
incorporated in Singapore with its registered office at ▇▇, ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇, ▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇.
Agere, CSM and JV COMPANY are collectively referred to herein as "Parties" and
individually referred to herein as a "Party".
WHEREAS:-
(A) The Parties have entered into a License and Technology Transfer
Agreement dated 17 February 1998 (the "License and Technology Transfer
Agreement").
(B) The Parties have entered into an Amendment Agreement (No.1) (the
"Amendment Agreement No. 1") to vary the License and Technology
Transfer Agreement with effect from 27 July 2000. The Amendment
Agreement No. 1 was superseded by an Amendment Agreement No. 2 (the
"Amendment Agreement No. 2") with effect from 22 March 2001.
(C) The Parties are entering into this Amendment Agreement (No.3) to vary
the License and Technology Transfer Agreement with effect from the
effective date of this Amendment Agreement (No. 3). Further, this
Amendment Agreement (No. 3) shall replace the Amendment Agreement (No.
2) in its entirety.
IT IS AGREED as follows:-
1. INTERPRETATION
All terms and references used in the License and Technology Transfer
Agreement and which are defined or construed in the License and
Technology Transfer Agreement but are not defined or construed in this
Amendment Agreement (No. 3) shall have the same meaning and
construction in this Amendment Agreement (No. 3) as in the License and
Technology Transfer Agreement.
2. AMENDMENTS TO THE LICENSE AND TECHNOLOGY TRANSFER AGREEMENT
The Parties agree that with effect from the date of this Amendment
Agreement (No. 3):-
(A) All references to "Lucent" in the License and Technology
Transfer Agreement shall be amended by deleting the same and
replacing therewith, the word "Agere".
(B) The following exhibits of the License and Technology Transfer
Agreement
- Exhibit A Lucent's Technical Information
- Exhibit B Lucent's Restricted Technical Information
- Exhibit C CSM's Technical Information
- Exhibit D CSM's Restricted Technical Information
- Exhibit E Technical Information Which May Be Disclosed To
Customers
shall be amended by deleting the said exhibits in their
entirety and replacing therewith, the exhibits attached to
this Amendment Agreement (No. 3) and marked as
- "Exhibit A Agere's Technical Information"
- "Exhibit B Agere's Restricted Technical Information"
- "Exhibit C CSM's Technical Information"
- "Exhibit D CSM's Restricted Technical Information"
- "Exhibit E Technical Information Which May Be Disclosed to
Customers" respectively.
3. SAVING AND INCORPORATION
(A) Save as expressly amended by this Amendment Agreement (No. 3), the
terms and conditions of the License and Technology Transfer Agreement
shall continue to be in full force and effect in all other respects.
(B) The License and Technology Transfer Agreement and this Amendment
Agreement (No. 3) shall be construed as one document and this Amendment
Agreement (No. 3) shall be deemed to be part of the License and
Technology Transfer Agreement. Where the context so permits, references
in the License and Technology Transfer Agreement and in this Amendment
Agreement (No. 3) to "the License and Technology Transfer Agreement" or
"this Agreement" shall be read and construed as references to the
License and Technology Transfer Agreement as amended and supplemented
by this Amendment Agreement (No. 3).
4. Governing Law
This Amendment Agreement (No. 3) shall be interpreted in accordance
with the law of the State of New York, United States of America,
without regard to conflicts of laws provisions.
IN WITNESS WHEREOF the parties have entered into this Amendment Agreement (No.
3) as of the latest date stated below.
AGERE SYSTEMS SINGAPORE PTE LTD (FORMERLY KNOWN AS" LUCENT TECHNOLOGIES
MICROELECTRONICS PTE LTD")
By: /s/ Jaffer ▇▇▇▇▇▇▇ ▇▇▇▇▇
---------------------------------------------
Jaffer ▇▇▇▇▇▇▇ ▇▇▇▇▇
Vice President and Managing Director
Date: 5 April 2002
-------------------------------------------
CHARTERED SEMICONDUCTOR MANUFACTURING LTD
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
---------------------------------------------
▇▇▇▇ ▇▇▇▇▇▇
VP & Chief Technology Officer
Date: 28 March 2002
-------------------------------------------
SILICON MANUFACTURING PARTNERS PTE LTD
By: /s/ Pan Yang
---------------------------------------------
Pan Yang
General Manager
Date: 2 April 2002
-------------------------------------------
[c: 3Pty TTA Amend3 25Jan02]
REDACTED CONFIDENTIAL TREATMENT REQUESTED
The asterisked portions of this document
have been omitted and are filed separately
with the Securities and Exchange Commission
EXHIBIT A
AGERE'S TECHNICAL INFORMATION
Agere's Technical Information shall comprise the following:
(A) Agere's **** and **** and **** and **** Digital and Linear Process
Technologies
1. Process Flow
2. Process Log
3. Process recipes and tool set-ups
4. Target film thicknesses
5. Schematic cross-sections
6. Electrical specifications
7. Layout rules
8. Transistor spice files
9. Device characterization data
10. Process characterization data
11. Process capability data
12. Yield and Defect Density Trend data
13. Reliability Characterisation data and Qualification Reports
14. FMA results
15. Equipment and Materials specifications
Agere's Technical Information shall not include Agere's BiCMOS, FLASH
and embedded DRAM modules.
(B) The following modules in Agere's **** and ********* Process Technology:
1. ********** module
2. ********************** module
3. Any other module required for the manufacture of products that are
jointly developed by Agere and ********************* and that Agere
agrees in writing may be manufactured by CSM.
CSM's right to use Agere's Technical Information specified in (B) above
is limited to such use in connection with the manufacture of such
jointly-developed products for ******************* and not for the
manufacture of any other products.
EXHIBIT B
AGERE'S RESTRICTED TECHNICAL INFORMATION
Agere's BiCMOS, FLASH and embedded DRAM modules.
1. Process Flow
2. Process Log
3. Process recipes and tool set-ups
4. Target film thicknesses
5. Schematic cross-sections
6. Electrical specifications
7. Layout rules
8. Transistor spice files
9. Device characterization data
10. Process characterization data
11. Process capability data
12. Yield and Defect Density Trend data
13. Reliability Characterisation data and Qualification Reports
14. FMA results
15. Equipment and Materials specifications
REDACTED CONFIDENTIAL TREATMENT REQUESTED
The asterisked portions of this document
have been omitted and are filed separately
with the Securities and Exchange Commission
EXHIBIT C
CSM'S TECHNICAL INFORMATION
(A) For the following Process Modules,
(1) CSM's ************************************* Process Technology;
(2) CSM's ************************************* Process Technology;
(3) CSM's *************************** Process Technology;
(4) CSM's ************************************* Process Module;
(5) CSM's ***************************** Process Technology;
(6) CSM's ************************* Process Technology;
(7) CSM's ************************ Process Technology; and
(8) CSM's ************* Process Technology.
(9) CSM's ************************************* Process Technology.
CSM will provide the following Technical Information:
1. Process Flow
2. Process Log
3. Process recipes and tool set-ups
4. Target film thicknesses
5. Schematic cross-sections
6. Electrical specifications
7. Layout rules
8. Transistor spice files
9. Device characterization data
10. Process characterization data
11. Process capability data
12. Yield and Defect Density Trend data
13. Reliability Characterisation data and Qualification Reports
14. FMA results
15. Equipment and Materials specifications
REDACTED CONFIDENTIAL TREATMENT REQUESTED
The asterisked portions of this document
have been omitted and are filed separately
with the Securities and Exchange Commission
(B) CSM's Technical Information shall not include :-
(1) any of CSM's customer specific derivative process technologies based on
any of CSM's baseline Process Technologies listed above in Section A of
this Exhibit C;
(2) CSM's ************************************* Process Technologies;
(3) CSM's ************************* Process Technologies; and
(4) CSM's ********************* Process Technologies.
REDACTED CONFIDENTIAL TREATMENT REQUESTED
The asterisked portions of this document
have been omitted and are filed separately
with the Securities and Exchange Commission
EXHIBIT D
CSM'S RESTRICTED TECHNICAL INFORMATION
The following information:
1. Process Flow
2. Process Log
3. Process recipes and tool set-ups
4. Target film thicknesses
5. Schematic cross-sections
6. Electrical specifications
7. Layout rules
8. Transistor spice files
9. Device characterization data
10. Process characterization data
11. Process capability data
12. Yield and Defect Density Trend data
13. Reliability Characterisation data and Qualification Reports
14. FMA results
15. Equipment and Materials specifications
relating to :-
(1) any of CSM's customer specific derivative process technologies based on
any of CSM's baseline Process Technologies listed above in Section A of
Exhibit C;
(2) CSM's ************************************* Process Technologies;
(3) CSM's ******************* Process Technologies; and
(4) CSM's **************** Process Technologies.
REDACTED CONFIDENTIAL TREATMENT REQUESTED
The asterisked portions of this document
have been omitted and are filed separately
with the Securities and Exchange Commission
EXHIBIT E
TECHNICAL INFORMATION WHICH MAY BE DISCLOSED TO CUSTOMERS
The following portions of Agere's Technical Information (Exhibit A) and CSM's
Technical Information (Exhibit C) can be provided to customers under appropriate
confidentiality terms in accordance with the provisions of Article 4:
1. Process Information
Process Name
Technology
Process Type
Number of Poly Layers
Number of Metal Layers
Poly Type
Voltage Type
Module Addition
Process Description
Starting Material Type(s)
Non-EPI Layer
Epitaxial Layer
Process Runsheet Spec
Non-Proprietary Process Flow Spec
Schematic Cross-Sections
Topological Design Rule Spec
Mask Bias Table Spec
Number of Reticles
Number of Masking Layers
Frame Doc #
Frame Table #
Reliability Spec
CSM's ***** and ********** Bitcells
2. Electrical Test Information
Spice Model Spec
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BSIM3
Electrical Parameters Spec
Electrical Test Spec
Electrical Test Program Spec
3. Qualification Plan
Reliability Results Report (at QA)
Qual Report
4. Phase of Process
Engineering Prototype/ Pilot Production/ Production
