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EXHIBIT 10.5
EXECUTION COPY
9TH NOVEMBER 1999
CHARTERED SILICON PARTNERS PTE LTD
And
CHARTERED SEMICONDUCTOR MANUFACTURING LTD
And
HEWLETT-PACKARD COMPANY
And
AGILENT TECHNOLOGIES, INC.
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NOVATION AND AMENDMENT
AGREEMENT
relating to a License and Technology Transfer Agreement
64-224 dated 4 July 1997
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EXECUTION COPY
THIS AGREEMENT is made as of 9th November 1999
BETWEEN:
(1) CHARTERED SILICON PARTNERS PTE LTD a company incorporated in Singapore,
with its principal offices at 00 Xxxxxxxxx Xxxxxxxxxx Xxxx X, Xxxxxx 0,
Xxxxxxxxx 000000 (the COMPANY);
(2) CHARTERED SEMICONDUCTOR MANUFACTURING LTD a company incorporated in
Singapore with its principal offices at 00 Xxxxxxxxx Xxxxxxxxxx Xxxx X,
Xxxxxx 0, Xxxxxxxxx 000000 (CSM);
(3) HEWLETT-PACKARD COMPANY a company incorporated in Delaware, USA whose
registered office is at 0000 Xxxxxxx Xxxxxx, Xxxx Xxxx, Xxxxxxxxxx 00000
(HP); and
(4) AGILENT TECHNOLOGIES, INC. a company incorporated in Delaware, USA whose
registered office is at 0000 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000
County of New Castle in the State of Delaware, USA (AGILENT).
WHEREAS:
(A) The Company, CSM and HP had entered into a License and Technology
Transfer Agreement 64-224 dated 4 July 1997 relating to the licensing of
intellectual property rights and transfer of technical information owned
or controlled by HP in connection with the manufacturing of
semiconductor wafers and integrated circuits to the Company and CSM with
subsequent amendments of Annex X-0, Xxxxx X-0 and Annex C-2 thereto in
April 1999 (the CONTRACT).
(B) As a consequence of the global restructuring of HP and its group of
companies in November 1999, HP's ownership and control of the various
intellectual property rights and technical information in connection
with the manufacturing of semiconductor wafers and integrated circuits
which are the subject of the Contract, will be transferred to Agilent on
or around 1 November 1999, pursuant to which HP will have the rights to
continue to perform its obligations under the Contract until the date of
this Deed.
(C) HP wishes to be released and discharged from the Contract and the
parties to this Agreement have agreed to the novation of the Contract
and to the substitution of Agilent in place of HP as a party to the
Contract.
IT IS AGREED
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NOVATION
1.1 With effect from the date hereof:
(a) HP shall cease to be a party to the Contract and Agilent shall
become a party to it in place of HP;
(b) Agilent undertakes with CSM and the Company to accept, observe,
perform and discharge all liabilities and obligations of HP
howsoever arising under the Contract in substitution for HP
whether arising on, before or after the date of this Agreement
as if Agilent had at all times been a party to the Contract;
(c) each of CSM and the Company agree to the substitution of Agilent
in place of HP and that Agilent may exercise and enjoy all the
rights of HP arising under the Contract in substitution for HP,
and whether arising on or after the date of this Agreement as if
Agilent had at all times been a party to the Contract; and
(d) each of CSM and the Company hereby releases and discharges HP
from all claims and demands, and from each of its liabilities
and obligations, howsoever arising under the Contract to the
extent assumed by Agilent pursuant to this Agreement and accepts
the like liabilities and obligations to it of Agilent in place
of HP.
AMENDMENT OF CONTRACT
2. The Contract is amended as of the date hereof, by:
(i) substituting "Agilent" for "HP" wherever "HP" shall appear in
the Contract;
(ii) substituting "Agilent Technologies Europe B.V." for
"Hewlett-Packard Europe B.V." wherever these words shall appear
in the Contract; and
(iii) Deleting the address and facsimile numbers of HP in clause 10.9
of the Contract and replacing the same with the following:
"AGILENT TECHNOLOGIES, INC.
0000 Xxxxxx Xxxxxx,
Xxxxxxxxxx
Xxxxxxxx 00000
County of New Castle in the State of Delaware
USA
Attn: General Manager, Integrated Circuit Business Division"
CONFIDENTIALITY
3. With effect from the date hereof HP, in consideration of the other
parties entering into this Agreement, hereby agrees (as a separate,
independent and collateral contract with all the other parties to this
Agreement) to be bound by the provisions of clause 9 of the License and
Technology Transfer Agreement 64-224, as if it had remained a party to
the License and Technology Transfer Agreement 64-224.
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CONSENT CHANGE IN CONTROL OF AGILENT
4. The Company and CSM hereby consents to the following proposed change in
control of Agilent and waives any right it may have to treat the same as
a breach by Agilent of the provisions of clause 10.5 of the License and
Technology Transfer Agreement 64-224:
(i) As at the date hereof, Agilent is wholly owned by HP and will
remain wholly owned by HP until the shares of Agilent are listed
on the New York Stock Exchange around the middle of November
1999, with not more than 20 per cent of its shares offered to
the public and the remaining retained by HP; and
(ii) Thereafter, it is proposed that HP will dispose of its shares in
Agilent to the public so that by May 2000, HP will cease to hold
any shares in Agilent.
COUNTERPARTS
5. This Agreement may be executed in any number of counterparts and by the
parties to it on separate counterparts, each of which is an original but
all of which together constitute one and the same instrument.
GOVERNING LAW
5. This Agreement and the relationship between the parties shall be
governed by, and interpreted in accordance with, the laws of Singapore.
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AS WITNESS this Agreement has been signed by the duly authorised representatives
of the parties the day and year first before written.
SIGNED by Chia Song Hwee ) /s/ Chia Song Hwee
for and on behalf of )
CHARTERED SILICON PARTNERS PTE LTD )
SIGNED by Xxxxx Xxxxx ) /s/ Xxxxx Xxxxx
for and on behalf of )
CHARTERED SEMICONDUCTOR MANUFACTURING LTD )
SIGNED by Xxx X. Xxxxxxx ) /s/ Xxx X. Xxxxxxx
for and on behalf of )
HEWLETT-PACKARD COMPANY )
SIGNED by D. Xxxxx Xxxxxxxx ) /s/ D. Xxxxx Xxxxxxxx
for and on behalf of )
AGILENT TECHNOLOGIES, INC. )
