EX-10.I.K



 







Exhibit 10(i)(K)








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




and




Infineon Technologies AG




for




DRAM Process Technology




	 	 	 
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Contents




Preamble




Part I Definitions




Part II 110 nm License




Part III 90/70 nm Technical Cooperation




Part IV General Conditions




LICENSE AND TECHNICAL COOPERATION AGREEMENT



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”).



WHEREAS, each of Infineon and Nanya is currently engaged in the manufacture of DRAM products and in
the development of fabrication processes therefor; and



WHEREAS, Infineon and Nanya desire to enter into a technical cooperation project to jointly
develop advanced 90* nm and 70* nm DRAM processes with the objective to reduce development
expenses and risks and to establish a common technology platform for manufacturing and marketing
such products, by Infineon and Nanya participating in the technical cooperation project to develop
such processes performed at the Infineon development site in Dresden and Munich; and



WHEREAS, in order to harmonize the available technology platform Nanya desires to take a license
under Infineon’s 110 nm process technology and in return to develop and license to Infineon a
product developed with such technology;



NOW, THEREFORE, in consideration of the premises and the mutual covenants hereinafter set forth,
Infineon and Nanya agree as follows.






 




			
	*	 	90 nm and 70 nm are denominations for technologies and not representing exact
dimensions, but only approximate numbers. The terms 90 nm and 70 nm are used in this Agreement for
convenience only.





	 	 	 
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PART I

Definitions




Article 1





	1.1	 	[This provision is superseded and replaced by Article 1 of the 3rd Amendment to
this Agreement]
	 
	1.2	 	“Background Patents” shall mean Patents other than Foreground Patents.
	 
	1.3	 	“Background Technology” shall mean the Technology relating to Contract Process [***],
which has been or will be developed by or for each Party independently of the Technical
Cooperation Project, owned or controlled by such Party during the term of this Agreement and
has been or will be contributed to the Technical Cooperation Project hereunder.
Background Technology may be Infineon Background Technology or Nanya Background
Technology, as the context requires.
	 
	1.4	 	“Commercial Sample” shall mean the commercial sample [***] manufactured using the Contract
Process meeting the reliability criteria of mass production level to be mutually agreed
hereunder for such Commercial Sample, which details are set forth in Exhibit 1.4
attached hereto.
	 
	1.5	 	“Contract Process” shall mean the 90 nm and 70 nm* DRAM process technology, having the
detailed specifications to be determined in accordance with the target characteristics set
forth in Exhibit 1.5 attached hereto.
	 
	1.6	 	[***] shall mean the [***] set forth in more detail in [***]
	 
	1.7	 	“Technical Cooperation Projects” shall mean all activities to be performed by the Parties
hereto for the development of Contract Process, design of Contract Products and fabrication
and testing of engineering samples and Commercial Sample hereunder. Any Technology that is not
part of the Contract Process, Contract Products or Commercial Sample, e.g., but not limited to
new cell and DRAM architectures, wafer scale assembly and lithography beyond 193 nm, shall not
be deemed part of the Technical Cooperation Projects nor part of Services or Service Know How.
	 
	1.8	 	“Effective Date” shall mean the date of execution of this Agreement by both Parties.
	 
	1.9	 	“Final Know How Package” shall mean such portions of the Licensed 110 nm Technology as
generally outlined in Exhibit 1.9 in recorded form.
	 
	1.10	 	“Foreground Patents” shall mean all Patents arising as a result of and directly in the course
of the Technical Cooperation Project.







 




			
	*	 	90 nm and 70 nm are denominations for technologies and not representing exact
dimensions, but only approximate numbers. The terms 90 nm and 70 nm are used in this Agreement for
convenience only.





	 	 	 
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	1.11	 	“Foreground Technology” shall mean the Technology which has been or will be developed
solely by either Party or jointly by the Parties hereto arising as a result of and directly
in the course of the Technical Cooperation Project.
	 
	1.12	 	(intentionally not used)
	 
	1.13	 	(intentionally not used)
	 
	1.14	 	“IFX DD” shall mean Infineon’s or its Subsidiaries’ development engineering facilities at
Dresden.
	 
	1.15	 	“Improvements” shall mean all technical information on improvements and/or modifications
relating to the Licensed 110 nm Technology, which Infineon develops during the term of this
Agreement and which Infineon is entitled to disclose and license in accordance with the terms
of this Agreement.
	 
	1.16	 	“Licensed 110 nm Technology” shall mean the 110 nm planar cell process technology, used at
Infineon and described in more detail in Exhibit 1.16.
	 
	1.17	 	“Licensed Infineon Product(s)” shall mean the DRAM products, specified in more detail in
Exhibit 1.17 A and Exhibit 1.17 B manufactured by Infineon utilizing the Licensed 110
nm Technology and licensed to Nanya under this Agreement.
	 
	1.18	 	“Licensed Nanya Product” shall mean the DRAM product, specified in more detail in Exhibit
2.4, to be developed by Nanya and licensed to Infineon under this Agreement.
	 
	1.19	 	“Nanya 120 nm Technology” shall mean the 120 nm planar cell process technology, used at Nanya
and described in more detail in Exhibit 1.19.
	 
	1.20	 	“Patents” shall mean all classes and types of patents, utility models, design patents, and
any application therefor, in all countries of the world, (i) which are issued, published or
filed prior to the expiration or termination of this Agreement, (ii) which are owned or
controlled by either Party hereto, or under which such Party has or may acquire the right to
grant a license of the scope granted herein without incurring obligation or payment of
compensation to any third party, except for payment of compensation to such Party’s employees
or Subsidiaries, and (iii) which cover inventions relating to the manufacture and design of
semiconductor products.
	 
	1.21	 	“Preliminary Know How Package” shall mean such portions of the Licensed 110 nm Technology as
generally outlined in Exhibit 1.9 in recorded form (i.e. on paper or on other data
carriers).
	 
	1.22	 	“Process Freeze” shall mean the fixation of production process parameters [***].
	 
	1.23	 	“Reference Site” shall mean the manufacturing site from which Infineon will transfer the
Licensed 110 nm Technology to Nanya.
	 
	1.24	 	“Services” shall mean any services which are not performed within the Technical Cooperation
Projects and which are required for the execution of the Technical Cooperation Projects and
provided by external service providers (which may





	 	 	 
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	 	 	include the Parties themselves). Examples for such Services are set forth in Exhibit
1.24.
	 
	1.25	 	“Service Know How” shall mean methods, techniques and other intellectual properties,
developed by a Party or on behalf of a Party or the Parties outside the performance of the
Technical Cooperation Projects, and required to perform Services. Except for matters listed in
Exhibit 1.24, and as far as the Parties are lawfully entitled to license or otherwise dispose
of the Service Know How, Service Know How are considered to be part of Background
Technology, Foreground Technology, Background Patents and Foreground Patents, in
accordance with their respective definitions provided in this Agreement.
	 
	1.26	 	“Shipment Qualification” shall mean the qualification procedure as defined in Exhibit
1.26 that is used for releasing Licensed Infineon Products for sale or, respectively, for
releasing Contract Products for sale.
	 
	1.27	 	“Subsidiary” shall mean a corporation, company or other entity in which a Party hereto, now
or hereafter, directly or indirectly, owns or controls more than fifty percent (50%) of the
outstanding shares or securities representing the right to vote for the election of directors
or other managing authority, or, if there are no such outstanding shares or securities, more
than fifty percent (50%) of ownership interest representing the right to make decisions for
such entity; but only for so long as such ownership or control exists.
	 
	1.28	 	“Technology” shall mean all know-how, developments, ideas and technical information and
intellectual property rights relating thereto, including, but not limited to, trade secrets,
copyrights and maskwork rights, written or not, provided, however, that Patents are excluded
from Technology for the purpose of this Agreement.
	 
	1.29	 	“Updated Know How Package” shall mean the Improvements as becoming available at Infineon
during the term of this Agreement in recorded form.
	 
	1.30	 	“Wholly Owned Subsidiary” shall mean a corporation, company or other entity in which a Party
hereto, now or hereafter, directly or indirectly, owns or controls [***] or more of the
outstanding shares or securities representing the right to vote for the election of directors
or other managing authority, or, if there is no such outstanding shares or securities, [***]
or more of ownership interest representing the right to make decisions for such entity; but
only for so long as such ownership or control exists.
	 
	1.31	 	“Joint Venture Company” shall mean the entity to be established pursuant to an agreement
between the Parties (“Joint Venture Agreement”) for the manufacture of DRAM products for the
Parties.
	 
	 	 	[***]





	 	 	 
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Exhibit
10(i)(I)


PART II

 110nm TECHNOLOGY LICENSE




Article 2 — Supply of Know How Packages and Mask Sets





	2.1	 	Infineon has already supplied Nanya with the documents during a meeting on July
4th and 5th, 2002, in Linkou, Taiwan. These documents are deemed to be a part of
the Preliminary Know How Package.
	 
	2.2	 	Infineon shall transfer (i) the Preliminary Know How Package [***], and shall start
transferring (ii) the Final Know How Package [***] of the first product of the 110nm
generation at Infineon. Process Freeze is — according to Infineon’s estimate — scheduled for
[***].
	 
	 	 	The Preliminary Know How Package for the Infineon Licensed Product as specified in Exhibit
1.17. B shall be transferred [***] of such product at Infineon. “EHS” shall mean first
wafer starts of the product which at that time fulfills all functional and timing
requirements, but has not yet passed any qualification tests. The time difference between
EHS and Shipment Qualification is generally in the range of [***].
	 
	 	 	The Final Know How Package for such Infineon Licensed Product shall be transferred [***]
for such product at Infineon.
	 
	2.3	 	During the period [***] of the Licensed Infineon Product at the Reference Site, Infineon
shall inform Nanya on Infineon’s Improvements and — unless
Nanya waives its right thereto —
supply Nanya with one set of Infineon’s respective Updated Know How Package regarding
Improvements. Supply of such Updated Know How Package shall be effected by Infineon not later
than [***] after Infineon has introduced the relevant Updated Know How Package in its 110 nm
fabrication process.
	 
	2.4	 	Nanya shall use its best efforts to implement the Licensed 110 nm Technology in its
manufacturing line and to develop the Licensed Nanya Product which shall fullfil the
specification as per Exhibit 2.4, all in accordance with the time schedule set forth
in Exhibit 2.4. Furthermore, the Parties agree that Infineon should also have the option to
receive finished goods as specified in Exhibit 1.18 from Nanya,





	 	 	 
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	 	 	in exchange for other finished goods to be delivered from Infineon to Nanya. The parties
shall agree upon the terms of such swap deal in good faith and in due course.
	 
	2.5	 	All the Preliminary and Final Know How Packages to be transferred shall be in English and
will be transferred by electronic means with encryption, to the extent permissible under the
applicable law, or other due safeguard for the transmission with necessary assistance from
Nanya.
	 
	2.6	 	Nanya will be responsible for maintaining a database compatible with the Reference Site at
its site and for insuring the data security therein and for administering access rights to its
employees.
	 
	2.7	 	Infineon shall sell to Nanya under normal business terms one mask set for the Licensed
Infineon Products and provide Nanya with such set.
	 
	2.8	 	Unless expressly otherwise agreed, all costs and expenses occuring in the course of the
transfer of the Licensed 110 nm Technology from Infineon to Nanya under this Agreement, shall
be borne by Nanya (e.g. processed wafers, engineering resources, travel expenses).





Article 3
— Training of Nanya’s Personnel





	3.1	 	In order to familiarize personnel of Nanya with the Licensed 110 nm Technology, Infineon
shall provide for Nanya’s personnel up to [***] workshops, each for up to [***] persons, based
on the contents of the Know How Packages. The workshop shall take place at IFX DD or in
Munich. The workshops shall be held in the English language.
	 
	3.2	 	Nanya shall be responsible for and shall pay all such salaries, living allowances, insurance
policies, travelling expenses including accommodation, and other remuneration and expenses to
which its personnel, sent to Infineon’s facilities may be entitled.
	 
	3.3	 	Nanya’s personnel sent to Infineon shall have sufficient knowledge in the respective
technical field in which they are to be trained. Such personnel shall also have sufficient
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	3.4	 	Nanya’s personnel sent to Infineon’s facilities shall observe the security rules and
regulations prevailing at Infineon’s facilities. Infineon shall inform Nanya’s personnel on
such rules and regulations.
	 
	3.5	 	Reasonably in advance of the workshops, Nanya and Infineon shall agree in writing on the
exact date, duration and the number and qualification of participants intended to be sent to
attend such workshops. In setting forth the above, either Party shall use all reasonable
efforts to comply with the interests of the other Party regarding availability of
appropriately qualified personnel and the regular course of business and production.





Article 4 — Delegation of Infineon’s Personnel to Nanya



Upon request of Nanya, and provided sufficient personnel capacity is available at Infineon,
Infineon is prepared to render assistance during the period [***] of the Licensed Infineon Product
at the Reference Site on terms and conditions then to be agreed upon by the Parties. The
remuneration of such assistance will be [***] per man-day plus reasonable traveling and
accommodation costs.




Article 5 Licenses; Grant Back





	5.1	 	Pursuant to the terms of this Agreement and subject to payment by Nanya of the compensation
set forth in Article 15.2 below, as and when due, and effective from the date of disclosure
pursuant to Article 2.2 and Art 2.3., Infineon hereby grants to Nanya, under the Licensed 110
nm Technology, Infineon’s Patents necessary for the Licensed 110 nm Technology and the
Improvements supplied as per Section 2.3, the [***] of
the [***] and any other [***] and to use [***]. Further, [***].
	 
	5.2	 	In addition to the rights and licenses granted in Article 5.1 above, Infineon hereby grants
to Nanya for the term of this Agreement, [***] the Preliminary Know How Package, the Final
Know How Package, the Updated Know How Package and parts thereof, for the [***].





	 	 	 
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	5.3	 	Grant Back License under Modifications
	 
	5.3.1	 	During the term of this Agreement, Nanya shall concurrently inform Infineon on any
improvements and/or modifications relating to the Licensed 110 nm Technology [***], which
are developed by Nanya and which Nanya is entitled to disclosing, licensing or sublicensing
them to Infineon. Nanya shall forward to Infineon the pertaining written or otherwise recorded
technical information in such form as generally outlined in [***], as soon as available at
Nanya.
	 
	5.3.2	 	Nanya hereby grants to Infineon and its Subsidiaries a worldwide,
non-transferable, non-exclusive and fully paid up right and license to use and to [***] under
Infineon’s own DRAM product or process technology, Nanya’s aforementioned improvements and/or
modifications and all of Nanya’s Patents pertaining thereto, [***].
	 
	5.4	 	Grant Back License under Licensed Nanya Product and Nanya 120 nm Technology
	 
	5.4.1	 	Nanya hereby grants to Infineon and its Subsidiaries a worldwide,
non-transferable, non-exclusive and fully paid up right and license, including the right to
sublicense to third parties, [***] of the [***]. Further, [***].
	 
	5.4.2	 	Nanya hereby grants to Infineon and its Subsidiaries a worldwide,
non-transferable, non-exclusive and fully paid up right and license, including the right to
sublicense to third parties, to use the Nanya 120nm Technology and Nanya’s Patents necessary
for the Nanya 120nm Technology, [***].
	 
	5.4.3	 	Nanya shall provide to Infineon a documentation setting forth the Nanya 120nm Technology as
per Exhibit 1.19. Further, Nanya shall provide reasonable assistance for a technology
transfer of the Licensed Nanya Product and the Nanya 120 nm Technology to Infineon. Nanya
shall perform up to [***] workshops, each for up to [***] persons. Dates and locations as well
as details of the workshop program shall be agreed upon between the Parties.
	 
	5.4.4	 	During the term of this Agreement, Infineon shall concurrently inform Nanya on any
improvements and/or modifications relating to the Nanya 120 nm Technology, if
any, which are developed by Infineon and which Infineon is entitled to disclosing, licensing
or sublicensing them to Nanya. Infineon shall





	 	 	 
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	 	 	forward to Nanya the pertaining written or otherwise recorded technical information as
soon as available at Infineon.
	 
	5.4.5	 	[***] hereby grants to [***] a worldwide, non-transferable, non-exclusive and fully paid up
right and license [***].





Article 6 — Warranty, Warranty Exclusions, Liability for Licensed 110 nm Technology





	6.1	 	Nothing contained in this Agreement shall be construed as a warranty or representation that
the possession or use of any Licensed 110 nm Technology, Improvements, Nanya 120 nm Technology
or any improvements thereto, rights or licenses provided for under this Agreement and/or the
manufacture, sale, lease, use or other disposition of any products, systems, processes,
circuits, devices or software hereunder will be free from infringement of intellectual
property rights of third parties, or that Nanya will successfully manufacture Licensed
Infineon Products, or that Infineon will successfully manufacture Licensed Nanya
Products.
	 
	6.1.1	 	In case that one of the Parties is subject to a claim of intellectual property rights
infringement as a result of the use of the Technology received hereunder, the other Party will
give assistance, as it considers reasonable in its sole discretion, in order to defend such
claims.
	 
	6.2	 	ANY LIABILITY OF INFINEON WITH RESPECT TO INFRINGEMENT BY THE LICENSED 110 NM TECHNOLOGY AND
LICENSED INFINEON PRODUCT, AND ANY LIABILITY OF NANYA WITH RESPECT TO INFRINGEMENT BY
NANYA 120NM TECHNOLOGY OR LICENSED NANYA PRODUCT, OF ANY INTELLECTUAL PROPERTY RIGHTS OF
THIRD PARTIES, STATUTORY, EXPRESS OR IMPLIED, IS EXCLUDED; ALL WARRANTIES AGAINST
INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES ARE HEREBY DISCLAIMED.
	 
	6.2.1	 	As Licensor of the Licensed 110 nm Technology and Licensed Infineon Product, Infineon
represents and warrants to Nanya that Infineon has the right to grant the





	 	 	 
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	 	 	license granted herein to Nanya and that entry into this Agreement and performance of the
obligations herein will not contravene any rights or obligations of Infineon to any third
party.
	 
	6.2.2	 	Except as otherwise expressly provided in this Agreement, nothing in this Agreement
shall be construed as:
	 
	6.2.2.1	 	a warranty or representation by Infineon to the validity and scope of any of the Patents
related to the Licensed 110 nm Technology and Licensed Infineon Product, or
	 
	6.2.2.2	 	an obligation on Infineon or a warranty or representation by Infineon that it will continue
to own any of the Patents related to the Licensed 110 nm Technology and Licensed Infineon
Product, or
	 
	6.2.2.3	 	warranty or representation that anything made, used, sold or otherwise disposed of under
any of the Patents related to the Licensed 110 nm Technology and Licensed Infineon Product is
or will be free from infringement of Patents or other intellectual property rights of third
parties; or
	 
	6.2.2.4	 	a requirement that Infineon shall file any patent application, secure any patent, or
maintain any patent in force, or
	 
	6.2.2.5	 	an obligation on Infineon to bring or prosecute actions or suits against third parties for
infringement, or
	 
	6.2.2.6	 	conferring a right to use in advertising, publicity, or otherwise any trademark, trade
dress or trade name of Infineon, or
	 
	6.2.2.7	 	granting by implication, estoppel or otherwise, any rights under patents or patent
applications of Infineon other than the Patents related to the Licensed 110 nm Technology and
Licensed Infineon Product, regardless of whether such other patents or applications are
dominant or subordinate thereto.
	 
	6.2.2.8	 	As Licensor of the Licensed 110 nm Technology and the Licensed Infineon Product, Infineon
shall not be liable to Nanya for any consequential, special, incidental, indirect or punitive
damages, including, but not limited to, lost profits or other commercial loss, with respect to
Part II of this Agreement.





	 	 	 
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	6.2.2.9	 	Infineon makes no representations, extends no warranties of any kind, either
express or implied, and assumes no responsibilities whatever with respect to the use,
sale, or other disposition by Nanya or its vendees or other transferees of products
incorporating or made by use of (i) inventions under the Licensed 110 nm Technology and
Licensed Infineon Product under this Agreement or (ii) information, if any, furnished
under this Agreement.
	 
	6.2.3	 	As Licensor of the Nanya 120 nm Technology and Licensed Nanya Product, Nanya represents and
warrants to Infineon that Nanya has the right to grant the license granted herein to Infineon
and that entry into this Agreement and performance of the obligations herein will not
contravene any rights or obligations of Nanya to any third party.
	 
	6.2.4	 	Except as otherwise expressly provided in this Agreement, nothing in this Agreement shall be
construed as:
	 
	6.2.4.1	 	a warranty or representation by Nanya to the validity and scope of any of the patents
related to the Nanya 120 nm Technology and Licensed Nanya Product, or
	 
	6.2.4.2	 	an obligation on Nanya or a warranty or representation by Nanya that it will continue to
own any of the patents related to the Nanya 120 nm Technology and Licensed Nanya Product, or
	 
	6.2.4.3	 	warranty or representation that anything made, used, sold or otherwise disposed of under
any of of the Patents related to the Nanya 120 nm Technology and Licensed Nanya Product is or
will be free from infringement of patents or other intellectual property rights of third
parties; or
	 
	6.2.4.4	 	a requirement that Nanya shall file any patent application, secure any patent, or maintain
any patent in force, or
	 
	6.2.4.5	 	an obligation on Nanya to bring or prosecute actions or suits against third parties for
infringement, or
	 
	6.2.4.6	 	conferring a right to use in advertising, publicity, or otherwise any trademark, trade
dress or trade name of Nanya, or





	 	 	 
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	6.2.4.7	 	granting by implication, estoppel or otherwise, any rights under patents or patent
applications of Nanya other than the Patents related to the Nanya 120 nm Technology and
Licensed Nanya Product, regardless of whether such other patents or applications are
dominant or subordinate thereto.
	 
	6.2.4.8	 	As Licensor of the Nanya 120 nm Technology and the Licensed Nanya Product, Nanya shall not
be liable to Infineon for any consequential, special, incidental, indirect or punitive
damages, including, but not limited to, lost profits or other commercial loss, with respect to
Part II of this Agreement.
	 
	6.2.4.9	 	Nanya makes no representations, extends no warranties of any kind, either express or
implied, and assumes no responsibilities whatever with respect to the use, sale, or other
disposition by Infineon or its vendees or other transferees of products incorporating or made
by use of (i) inventions under the Nanya 120 nm Technology and Licensed Nanya Product
under this Agreement or (ii) information, if any, furnished under this Agreement.
	 
	6.3	 	Infineon makes no representation or warranty as to the condition or accuracy, sufficiency or
suitability for Nanya’ use of the Licensed 110 nm Technology, Improvements, rights or licenses
provided for under this Agreement, or for the quality of any Products made hereunder,
nor does Infineon assume any responsibility or liability for any costs, losses or damages,
whether indirect, consequential or incidental, which might arise out of Nanya’s possession or
use thereof. Vice versa, Nanya makes no representation or warranty as to the condition or
accuracy, sufficiency or suitability for Nanya 120nm Technology, rights or licenses provided
for under this Agreement, or for the quality of any Products made hereunder, nor does Nanya
assume any responsibility or liability for any costs, losses or damages, whether indirect,
consequential or incidental, which might arise out of Infineon’s possession or use thereof.
	 
	6.4	 	With the exception of a breach of the confidentiality provisions hereunder, no Party shall
be held liable by the other party for any indirect, incidental, consequential or special
damages including loss of profit and/or loss of savings, regardless whether the claim is based
on breach of contract, breach of warranty, tort or any other cause of action and no Party
hereto shall be entitled to or shall





	 	 	 
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	 	 	seek to recover from the other indirect, incidental, consequential, or special damages.





Article 7. (intentionally not used)




PART III

Technical Cooperation to Develop 90/70 nm Fabrication Processes (Contract Process)




Article 8





	8.1	 	Infineon and Nanya agree to cooperate in the design, development and qualification of
Contract Process [***] and to jointly perform the following development work in accordance
with the provisions of this Agreement:






	 	(1)	 	Development of Contract Process;
	 
	 	(2)	 	[***] and
	 
	 	(3)	 	Fabrication and testing of Engineering Sample and/or Commercial Sample






	8.2	 	The detailed specifications of Contract Process [***] to be developed hereunder shall be
determined by mutual agreement of the Management Coordinators as specified in Article 9,
provided that the initial target characteristics are as set forth in Exhibit 1.5 and
such characteristics may be changed from time to time by the agreement of the Management
Coordinators.
	 
	8.3	 	The objective of the Technical Cooperation Projects is to develop Contract Process and design
Contract Products which can be manufactured in commercial quantities on 300mm wafers and in
some cases can also be manufactured on 200mm wafers.
	 
	8.4	 	Infineon and Nanya shall conduct each of the Technical Cooperation Projects principally at
IFX DD and Infineon Munich in accordance with the schedule set forth
in Exhibit 8.4,
provided that a part of the Technical Cooperation Projects may be conducted solely or jointly
in another Infineon development facility or consigned to a third party, subject to prior
written consent of the Management Coordinators.
	 
	8.5	 	Each Party shall contribute its Background Technology, as existing on [***] to the Technical
Cooperation Projects within sixty (60) days from [***]. Each Party shall later on continue to
contribute its Background Technology which, by the agreement of the Management Coordinators,
shall be deemed reasonably necessary to perform the Technical Cooperation Projects.
	 
	8.6	 	Background Technology shall be deemed contributed to the Technical Cooperation Projects if it
has been deliberately disclosed during the performance of the Technical Cooperation Projects
and not been withdrawn by the disclosing Party





	 	 	 
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	 	 	within thirty (30) days of such disclosure. Such withdrawal shall be made through written
declaration of the Project Manager of the Party owning such Background Technology to the
other Party’s Project Manager.
	 
	8.7	 	Engineering samples and Commercial Sample necessary for the Technical Cooperation
Projects shall be manufactured at IFX DD or Infineon Munich or, pursuant to the
agreement of the Management Coordinators, at another development facility of
Infineon.
	 
	8.8	 	Each of the Technical Cooperation Projects shall be deemed to be completed at the time when
the Commercial Sample has achieved the criteria set forth in Exhibit 1.4.
	 
	8.9	 	The working language to be used during the Technical Cooperation Projects shall be English.
All documentation to be provided to or generated during the course of the Technical
Cooperation Projects, including, but not limited to, documentation on each Party’s
Background Technology to be contributed to the Technical Cooperation Projects,
Foreground Technology and Foreground Patents, shall also be made in the English language, with
the exception of patent applications, which shall be done in the language required by the
respective jurisdiction and with further exceptions to be mutually agreed by the Project
Managers.
	 
	8.10	 	If the Project Managers identify a need for specific Services, then the Parties agree, to the
extent known (after reasonable investigation) by their employees who are assigned to work in
the Projects, to inform the Project Managers and to offer for use in the Projects their
capabilities to provide such Services to the Projects together with the related terms and
conditions associated with supplying such Services. Performance of Services may require the
use of Service Know How. The Project Managers may select from the Services so offered,
provided that, prior to any agreement to purchase Services, the Project Managers agree to such
purchase, including any terms and conditions attached to such purchase. Prior to purchasing
Services which require the use of Service Know How, any one of the Project Managers may reject
such purchase if, in their opinion, a reasonable plan to enable a commercial or internal (to a
Party) source to provide such Services cannot be agreed upon. Any agreement to purchase
Services shall be documented by the Project Managers.
	 
	8.11	 	The Project Managers shall be jointly responsible for documenting the Background Technology
and Foreground Technology for each Technical Cooperation Project. The requirements for such
documentation shall be set forth in Exhibit 8.11.
	 
	8.12	 	[***] shall retain ownership of all [***] used for and/or acquired for the Technical
Cooperation Projects and be responsible for the expenses [***] for the Technical Cooperation
Projects will be supplied by [***]





Article 9 — Management





	9.1	 	Infineon and Nanya shall designate their own Management Coordinator, Project Manager and
Technical Coordinator, as set forth in Exhibit 9.1. Each Party may





	 	 	 
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	 	 	replace its own Management Coordinator, Project Manager and Technical Coordinator by giving
thirty (30) days prior written notice to the other Party.
	 
	9.2	 	The Management Coordinators shall be responsible for the overall interests and performance of
the Technical Cooperation Projects.
	 
	 	 	For the selection of additional equipment which is not currently installed at Infineon and
which the Project Managers deem necessary for the performance of the Technical Cooperation
Projects the following shall apply: prior to selecting such additional equipment, the
Management Coordinators shall discuss in good faith toward the furtherance of the objective
of the Technical Cooperation Projects and propose the selection, provided that the final
determination of such additional equipment shall be the sole responsibility of Infineon.
	 
	 	 	The Management Coordinators shall jointly review the overall progress of the Technical
Cooperation Projects on a regular basis, and shall be responsible for approving changes of
the key milestones and schedule of the development works to be performed and of any payments
due hereunder, which approval shall be effective upon a written agreement between such
Management Coordinators. In the event that the Management Coordinators are not able to reach
an agreement on any issue, that issue shall be elevated to the respective senior management
of Infineon and Nanya in order for such senior management to discuss in good faith and reach
agreement on that issue.
	 
	9.3	 	The Project Managers shall be responsible for the performance of the Technical Cooperation
Projects and any adjustments in various development works to be performed in accordance with
the agreement made between the Management Coordinators pursuant to Article 9.2 and other
provisions expressly provided herein. In the event that the Project Managers are not able to
reach an agreement on any issue, that issue shall be elevated to the Management Coordinators
to discuss in good faith and reach agreement on that issue.
	 
	9.4	 	The Technical Coordinators shall supervise, monitor and keep records for exchanges
and transfers of information, documents and other materials relating to Background Technology
and Foreground Technology hereunder.
	 
	9.5	 	Further details on the tasks and responsibilities of the Management Coordinators, Project
Managers and Technical Coordinators shall be set forth in Exhibit 9.1.





Article 10 — Assignees





	10.1	 	Each Party shall have its own Assignees set forth in Exhibit 1.1 participate in the Technical
Cooperation Projects. As the Technical Cooperation Projects evolve, the number and
requirements of such Assignees may be changed by the agreement of the Management Coordinators.
Each Party shall be responsible to fulfill the number and requirements of its own Assignees
allocated to such Party.
	 
	10.2	 	Nanya shall send its Assignees provided for in Article 10.1 to IFX DD or Infineon Munich. The
Nanya Assignees shall be [***] at Infineon or IFX DD or Infineon





	 	 	 
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	 	 	Munich for the purpose of performing the Technical Cooperation Projects under this
Agreement. [***]. The terms and conditions for the [***] shall be set forth in Exhibit
10.2. For the avoidance of doubt, the Nanya Assignees [***] as specified in this Article
10.2 shall nevertheless be considered [***] for the purposes of this Agreement.
	 
	10.3	 	In the event that any Assignee of a Party working at IFX DD or Infineon Munich needs to be
replaced, the Project Manager of such Party shall send thirty (30) days prior written notice
to the other Party’s Project Manager of any such replacement who shall have professional
experience comparable to such original Assignee. In order to fulfill the engineering tasks to
be performed under the Technical Cooperation Projects, it is required that such replacement
shall not materially interfere with the performance of the Technical Cooperation Projects. As
a rule, the minimum assignment period for each Assignee shall be [***]. The Project Manager
shall in good faith discuss any deviations from the minimum assignment period or any
objections raised by the Project Manager of one Party against a substitute Assignee of the
other Party, provided that no Project Manager shall unreasonably withhold its consent to the
other Party’s substitute Assignees. In case the Project Managers cannot find a mutual
acceptable solution, they will escalate the matter according to the procedure as set forth in
Article 9.2.
	 
	10.4	 	Each Party shall bear all expenses involved in providing its own Assignees set forth in
Article 10.2 and in having other employees participate in the performance of this Agreement.
Nanya shall reimburse to Infineon the cost [***] of the Nanya Assignees. [***].
	 
	10.5	 	Each Party shall provide the Assignees of the other Party sent to such Party’s facility with
office space, office furniture, office supplies and access to such Party’s facilities as
considered necessary by the Project Managers for such Assignees to perform the Technical
Cooperation Projects.
	 
	10.6	 	For avoidance of doubt, it is agreed that no Party shall have any right to have access to,
and ensures that its Management Coordinator, Project Manager, Technical Coordinator, Assignees
and other employees participating in the performance of this Agreement shall not have access
to, any technical information or data of the other Party which are not specifically authorized
under this Agreement, and that no right or license is granted to such Party with respect to
such technical information or data. Each Party shall cause its Management Coordinator, Project
Manager, Technical Coordinator, Assignees and other employees participating in the
performance of this Agreement to comply with, and execute any document necessary to comply
with, the confidentiality obligations as provided for in Article 17.
	 
	10.7	 	Failure by Nanya or Infineon to meet their obligation to provide the staffing requirements of
the operational plan shall result in a compensation payment as hereinafter described. The
Party causing the shortfall shall pay to the other Party a total compensation payment at the
rate of [***] per person month or [***] per person week. Normal vacation and absences due to
illness shall not be included in any vacancy calculations. Any such payment shall commence
with the first full week in which the vacancy occurs and shall continue until the vacancy has
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	 	 	filled. No payment shall be due for shortfalls of less than 10% of the staffing
requirements.
	 
	 	 	During the first quarter following Effective Date the staffing requirements shall be deemed
fulfilled if in the first two month [***], in the third and fourth month [***] and in the
fifth and sixth month [***] of the staffing requirements are fulfilled.
	 
	10.8	 	During the term of this Agreement and [***] thereafter, no Party shall solicit for employment
purposes (other than for [***] the performance of the Technical Cooperation Projects)
employees of the other Party who have, are, or will be performing work under this Agreement.
No Party shall make any representation that might cause an employee to believe that an
employment relationship exists between an employee of one Party and the other Party.





Article 11 — Technology Transfer to the Parties’ own Facilities





	 	 	Each Party shall be solely responsible for the transfer and installation of the Background
Technology and the Foreground Technology to its own facilities, and for the costs associated
therefor.





Article 12 — Ownership; Licenses to Third Parties





	12.1	 	The Background Technology contributed to the Technical Cooperation Projects by each Party
shall remain the exclusive property of such Party.
	 
	[***]	 	Except as set forth in Section 12.3, all titles, interests in and rights to Foreground
Technology shall be jointly owned by Infineon and Nanya. Each Party shall have
the rights to use, modify, translate, and reproduce such Foreground Technology
[***]
	 
	12.3	 	[***].
	 
	12.4	 	Each invention made solely by one or more employees of one Party during and directly in
the performance of the Technical Cooperation Projects, and any Foreground Patents issuing
thereon, shall be the property of the inventing Party, subject to the license hereby granted
under Article 13.2 to the other Party. Infineon is free to license its solely owned Foreground
Patents; [***].
	 
	 	 	Any invention made jointly by one or more employees of one Party with one or more employees
of the other Party during and directly in the performance of the Technical Cooperation
Projects, and title to all Foreground Patents issuing thereon, shall be jointly owned by the
Parties. Infineon shall have the rights to develop, manufacture, use, lease, sell, offer to
sell, import or otherwise dispose of any product and to grant licenses to any Subsidiary and
third party under such jointly owned Foreground Patents, without consent of or payment of any
consideration to Nanya. [***].





	 	 	 
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	12.5	 	Each Party has the right to file any patent application with respect to any inventions
solely owned by such Party pursuant to the provisions of Article 12.4, and in such event
shall promptly give notice thereof to the other Party.
	 
	12.6	 	Prior to filing any patent application with respect to any jointly owned inventions pursuant
to the provisions of Article 12.4, the Parties shall discuss and agree on which of them is to
file and prosecute such application and in which countries corresponding applications shall be
filed and by whom. All expenses incurred in obtaining and maintaining such jointly owned
Foreground Patents shall be equally shared by the Parties. With respect to any jointly owned
invention, where one Party elects not to seek or maintain such protection thereon in any
particular country or not to share equally the expenses thereof, the other Party shall have
the right to seek or maintain such protection in said country at its own expenses and shall
have full control over the prosecution and maintenance thereof.





Article 13 — Licenses to Each Other under Background Technology and solely owned
Foreground Patents





	13.1	 	Each Party hereby grants to the other Party a non-exclusive, worldwide,
non-transferable, and paid-up and royalty-free (except as provided for in Article 15.2),
perpetual (except as per Article 20.4 and 21.2) right and license [***] the Background
Technology and Background Patents [***] Technical Cooperation Projects by such Party [***]. The
rights and licenses granted under this Article 13.1 shall include (i) for Infineon the right
to have developed or have manufactured such semiconductor products by any third party and
to grant sublicenses to its Subsidiaries and third parties, in case of a license under
Background Patents to third parties, however, only as a part of a know-how and patent license
under the Foreground Technology, and (ii) for Nanya [***].
	 
	13.2	 	Each Party hereby grants to the other Party under such Party’s Foreground Patents a
non-exclusive, worldwide, non-transferable and royalty-free, perpetual (except as per Article
20.4 and 21.2) right and license [***]. The rights and licenses granted under this Article
13.2 shall include (i) for Infineon the right to have developed or have manufactured such
semiconductor products by any third party and to grant sublicenses to its Subsidiaries and
third parties, in case of a license to third parties, however, only as a part of a know-how
and patent license under the Foreground Technology, and (ii) for Nanya [***].
	 
	13.3	 	(intentionally not used).
	 
	13.4	 	(intentionally not used).
	 
	13.5	 	Have Made provisions for Nanya: Nanya shall be entitled to exercise its rights to have made
products for Nanya [***]
	 
	 	 	[***]
	 
	 	 	[***]
	 
	 	 	[***]
	 
	 	 	[***]





	 	 	 
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	 	 	For the purpose of the above, “exercise of have made rights” shall mean disclosure of
Foreground Technology (and Background Technology, if necessary), to a third party, whereby
(i) the third party is entitled to use such Foreground Technology solely for the purpose of
manufacturing products for the disclosing Party and supplying such products to the disclosing
Party, and (ii) the disclosing Party sells such products made for it under its own brand or
its customer’s brand, but not the manufacturing party’s brand.
	 
	 	 	The Parties shall inform each other within thirty (30) days following each exercise of have
made rights, about the fact of such exercise and the wspm-volume of such have made rights.
	 
	13.6	 	Any restriction of the Parties under this Agreement on disclosing or licensing Foreground
Technology to third parties shall terminate at the end of the confidentiality period as per
Article 17.2.





Article 14 — Sharing of Income From Licensing Foreground Technology to Third Parties





	14.1	 	The Parties agree that any Net Income (as determined in accordance with the definitions set
forth in Exhibit 14.1) received by Infineon from third parties for licensing Foreground
Technology during the term of the confidentiality period as per Article 17.2 shall be shared
between Infineon and Nanya in the ratio 2/3 (Infineon) and 1/3 (Nanya). In case the Net Income
received by Infineon from a third party is not in cash, [***].
	 
	 	 	Infineon shall inform Nanya within sixty (60) days following the conclusion of a license
agreement for Foreground Technology with a third party and shall provide Nanya with a
proposal on the evaluation of the Net Income, the share payable to Nanya and the due dates
for such payment(s). The Parties shall — on executive level — agree on the Net Income based
on the proposal made by Infineon. In case the Parties cannot agree on the Net Income, an
independent appraiser (certified public accountant) shall be employed to render an evaluation
opinion, which shall be binding on the Parties.
	 
	14.2	 	The Parties further agree that any income from licenses to Subsidiaries, except as set forth
in Section 14.3, or wholly owned Subsidiaries shall not be deemed Net Income to be shared
between the Parties.
	 
	14.3	 	Any Net Income for licenses under Foreground Technology to Joint Venture Company shall be
shared equally between the Parties.





Article 15 — Compensation [Cost Sharing/License Fees]





	15.1	 	The research and development costs [***] incurred during the Technical Cooperation Projects,
which are estimated to be approximately [***] as of the Effective Date, as well as basic
development costs, which are estimated to be [***] in total, shall be borne between the
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	 	 	Infineon one third of the [***] incurred for the Technical Cooperation Projects, in
accordance with the schedule and manner as set forth in[***]Further, it is agreed between
the Parties that the [***] during the term of this Agreement and shall be [***] for a [***]
for a [***] For the avoidance of doubt, the depreciation costs associated with all [***] to be
used for the Technical Cooperation Projects [***].
	 
	 	 	One third of the development cost [***] shall be paid by [***] to [***] An estimate of such
amount is set forth in [***]. The exact amount of such cost will be submitted by [***] to
[***].
	 
	15.2	 	In consideration for the rights and licenses granted to Nanya by Infineon hereunder with
respect to the Licensed 110 nm Technology and the Background Technology existing up to
Effective Date, Nanya shall pay to Infineon [***].






	 	(1)	 	[***] not later than [***] of the month following the month of the [***]
	 
	 	(2)	 	[***] not later than [***] and
	 
	 	(3)	 	[***] not later than [***]
	 
	 	(4)	 	[***] following the delivery of the [***] specified in [***]
	 
	 	(5)	 	[***] following (i) the delivery of the [***] specified in [***] and (ii)
notification [***]






	15.3	 	All payments by Nanya provided for in this Article 15 shall be made in U.S. dollar by
telegraphic transfer to the following account or any other account designated by Nanya to
Infineon in writing:
	 
	 	 	INFINEON AG, Munich
	 
	 	 	BANK of America N.A.
London
	 
	 	 	Account No.: 31481013
	 
	 	 	SWIFT-Code:
BOFAGB22
	 
	15.4	 	All payments provided for in Article 15.1 and 15.2 shall constitute the net amount to be paid
to Infineon and shall be made without deduction of taxes.
	 
	 	 	In case Nanya is, due to applicable tax laws of R.O.C., obligated to withhold certain parts
of the payments due hereunder and to pay withholding tax on behalf of Infineon or Infineon is
obligated to pay such withholding tax in R.O.C., the amounts payable to Infineon shall be
increased accordingly to ensure that the net amounts receivable by Infineon are the amounts
set forth in this Agreement.





Article 16 — Warranties and Representations





	16.1	 	Nothing contained in this Agreement shall be construed as:





	 	 	 
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	 	(1)	 	a warranty or representation by each Party as to the validity, enforceability or
scope of any Patent or Technology;
	 
	 	(2)	 	an agreement to bring or prosecute actions or suits against any third party for
infringement of intellectual property rights or any other right, or conferring upon the
other Party or any of its Subsidiaries any right to bring or prosecute actions or suits
against any third party for infringement of intellectual property rights or any other
right;
	 
	 	(3)	 	conferring upon the other Party or any of its Subsidiaries any right to use in
advertising, publicity or otherwise any trademark, trade name or names, or any
contraction, abbreviation or simulations thereof, of each Party;
	 
	 	(4)	 	conferring upon the other Party or any of its Subsidiaries by implication,
estoppel or otherwise, any license or other right except the licenses and rights
expressly granted hereunder; or
	 
	 	(5)	 	an obligation to provide any technical information or know-how except as
otherwise specifically provided herein.






	16.2	 	Each party represents that the disclosure of its Background Technology and the granting by
such Party of the rights and licenses to the other Party hereunder shall not violate or be
contrary to any agreement to which such Party is or will be a party.
	 
	16.3	 	No Party hereto shall make any warranty, expressed or implied, that any product made by the
other Party using Background Technology or any technical information transferred to the other
Party hereunder shall be free from infringement of patents or any other intellectual property
rights of any third party.
	 
	16.4	 	No Party hereto shall make any warranty, express or implied, including implied warranties of
merchantability and fitness for a particular purpose with respect to any product made by the
other Party using Background Technology by such Party or any technical information disclosed
by such Party to the other Party hereunder. Each Party shall assume and be solely responsible
for any and all liability, loss, expense or damage to property or personal injuries arising
out of, or resulting from, any use of Background Technology or other technical information,
training or consultation services, technical assistance, license or right provided by the
other Party hereunder or any product manufactured by such Party.
	 
	16.5	 	In no event shall any Party be liable to the other Party for any special, consequential,
indirect, incidental or punitive damages, including, but not limited to, lost profits or other
commercial loss, arising in any way out of this Agreement.





PART IV

GENERAL CONDITIONS




Article 17 — Confidentiality




	 	 	 
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	17.1	 	For the purpose of this Agreement, “Confidential Information” shall mean any information
including but not limited to Background Technology, disclosed by one Party to the other Party
hereunder or any technical information relating to the Licensed 110
nm Technology, Nanya
120 nm Technology or Foreground Technology, in written, recorded, graphical, machine
readable or other tangible form which is marked as “Confidential”, “Proprietary” or in some
other manner to indicate its confidential nature. Confidential Information may also include
any information disclosed orally or in other intangible form, provided that such information
is designated in a manner to indicate its confidential nature at the time of disclosure and
reduced to writing with the disclosure time, date, place and name of employee whom the
information has been disclosed to within thirty (30) days after its initial disclosure.
	 
	17.2	 	For a period of [***] from the date of receipt of the Confidential Information from the
disclosing Party hereunder or creation of the Confidential Information hereunder, but not
exceeding [***] following Shipment Qualification of Contract Products, the receiving Party
agrees to keep the Confidential Information in confidence, treat it with the same degree of
care to avoid unauthorized disclosure to any third party with respect to it’s own confidential
information of like importance but with no less than reasonable care, limit access to such
Confidential Information only to such employees of the Parties who have a need to know, and
not to disclose, and cause its employees not to disclose, such Confidential Information to any
third party.
	 
	17.3	 	Each Party shall not disclose the terms and conditions of this Agreement to any third party
without prior written consent of the other Party.
	 
	17.4	 	Notwithstanding the provisions of Article 17.2, the confidentiality obligation hereunder
shall not apply to any information which:






	 	(1)	 	is publicly known when received from the disclosing Party, or thereafter becomes
publicly known through no fault of the receiving Party;
	 
	 	(2)	 	is already rightfully in the receiving Party’s possession when received from the
disclosing Party;
	 
	 	(3)	 	is independently developed by the receiving Party without any use of Confidential
Information disclosed by the disclosing Party;
	 
	 	(4)	 	is rightfully received from a third party without a nondisclosure obligation; or

	 
	 	(5)	 	is disclosed after obtaining the prior written consent of the disclosing Party.






	17.5	 	Notwithstanding the provisions of Articles 17.2 and 17.3, the confidentiality obligation
hereunder shall not apply to any disclosure which is in response to a valid order of a court
of competent jurisdiction or other governmental or legislative body, provided that the
receiving Party shall give the disclosing Party prompt notice of such request and make a good
faith effort to obtain a protective order requiring that the information so disclosed be used
only for the purposes for which the order is issued.
	 
	17.6	 	Notwithstanding the provisions of Articles 17.2 and 17.3 the confidentiality obligation
shall not apply to any disclosure of any information which the respective Party is expressly
entitled under this Agreement to license to third parties, Subsidiaries or Wholly Owned
Subsidiaries, provided however, that any disclosure to such third party, Subsidiaries or
Wholly Owned Subsidiaries, in accordance with





	 	 	 
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	 	 	the terms of this Agreement, shall be made subject to confidentiality obligations
substantially the same as are applicable under this Article 17.





Article 18 — Security/Safety





	18.1	 	Each Party shall ensure that its employees comply with, and cause its employees to execute
any necessary document to comply with, the personnel, security and safety practices of the
other Party while such employees are on such other Party’s premises.
	 
	18.2	 	Each Party shall be solely responsible for, and indemnify and hold harmless the other Party
from, any liability, loss and expense, including those based on claims from a third party,
arising out of bodily injury and property damages caused by the acts of its own employees.





Article 19 — Governmental Approval, Export Control





	19.1	 	Any performance under Part II of this Agreement (license under Licensed 110 nm Technology) or
Part III of this Agreement (development of 70/90 nm) in particular any transfer of Technology
from Infineon to Nanya is subject to receipt of all governmental approvals necessary for the
performance (“Government Approvals”).
	 
	 	 	Either Party shall without undue delay and in writing inform the other Party of the
receipt of any such approval issued by the competent authorities in such first Party’s
country, or, if it turns out that no approval is necessary, on such fact.
	 
	 	 	The Governmental Approvals necessary to be issued by authorities in Germany as a
precondition for the performance of this Agreement, are export licenses for the transfer of
technology of the relevant export control authorities. Infineon will apply for such export
licenses immediately after signature of this Agreement and after receipt of any required so
called “End user Certificates” signed by Nanya. In case the period between Effective Date
of this Agreement and receipt of all necessary Governmental Approvals exceeds twelve (12)
months, the Agreement shall be regarded as null and void, if a Party requests so after
elapse of said twelve (12) months period.





Article 20 — Term and Early Termination





	20.1	 	This Agreement shall commence on the Effective Date and, unless terminated earlier in
accordance with provisions of this Agreement, continue to be in full





	 	 	 
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	 	 	force and effect until the date of completion of the last Technical Cooperation Project
[***] or until such other date to be mutually agreed upon between the Parties hereto. [The
second sentence of this provision has been superseded and replaced by Article 1 of the
5th Amendment to this Agreement.]
	 
	20.2	 	Each Party hereto shall have the right to terminate this Agreement forthwith in the following
events, by giving a written notice to the other Party at any time on or after:






	 	(1)	 	the failure to correct or cure any material breach by such other Party of any
covenant or obligation under this Agreement within thirty (30) days after receipt by such
other Party of a written notice from the first-mentioned Party specifying such breach;
	 
	 	(2)	 	the filing by such other Party of a petition in bankruptcy or insolvency, or the
filing by any third Party of a petition in bankruptcy or insolvency against the other
Party, unless such filing is set aside, dismissed or withdrawn or ceased to be in effect
within thirty (30) days from the date of such filing, or the filing by such other Party
of any legal action or document seeking reorganization, readjustment or arrangement of
such other Party’s business under any law relating to bankruptcy or insolvency, or the
appointment of a receiver or bankruptcy trustee for all or substantially all of the
property of such other Party, or the making by such other Party of any assignment for the
benefit of creditors, or the institution of any proceedings for the liquidation or
winding up of such other Party’s business or for the termination of its corporate
charter;
	 
	 	(3)	 	the sale, assignment or other transfers of all or substantially all of the assets
or the semiconductor business of such other Party to a third party, except as provided in
Article 24.8;
	 
	 	(4)	 	the acquisition (whether by stock purchase, merger, acquisition of assets, issuance
of voting stock or other similar interests, or otherwise) by a third party of ownership
or control of more than fifty percent (50%) of the voting stock or other similar
interests of such other Party, or a majority of the assets or business of such other
Party, or other material changes in controlling ownership of such other Party;
	 
	 	(5)	 	such other Party’s consolidating or merging with or into (or entering into any
other transaction or series of transactions with) a third party, where such other Party
is not, or has no controlling ownership of, the surviving entity of such transaction or
series of transactions, except as provided in Article 24.8;






	20.3	 	In case the Joint Venture Agreement is terminated for cause,due to the breach of the Joint
Venture Agreement by a Party, the Party being not in breach of the Joint Venture Agreement
shall have the right to terminate this Agreement by giving a written notice to the other Party
at any time after termination of the Joint Venture Agreement.
	 
	20.4	 	[***].





	 	 	 
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Article 21 — Effect of Termination





	21.1	 	Upon expiration of this Agreement pursuant to Article 20.1, all rights and licenses obtained
or granted under Articles 5, 12 and 13 shall survive such expiration.
	 
	21.2	 	Upon termination of this Agreement by one Party hereto (the “terminating Party”) pursuant to
Article 20.2 or 20.3 or by Infineon pursuant to Article 20.4, all rights and licenses granted
hereunder to the other Party on which the termination takes effect (the “terminated Party”)
and the sublicenses granted to the terminated Party’s Subsidiaries shall immediately terminate
and such terminated Party shall destroy or, at the terminating Party’s request, return to such
terminating Party all technical information received from the terminating Party in tangible
form, provided that any license or sublicense already granted to any third party by such
terminated Party up to the time of such termination shall not be affected by such termination.
All rights and licenses granted hereunder to the terminating Party and the sublicenses granted
to such terminating Party’s Subsidiaries or third parties shall not be affected by such
termination. Further, any right of the terminated party to exercise have made rights under
this Agreement shall terminate, provided however that any agreements on have made rights
concluded prior to receipt of the notice of termination of this Agreement shall not be
affected. Ownership under Background Technology, Background Patents, Foreground Technology or
Foreground Patents shall not be affected by termination of this Agreement.
	 
	21.3	 	Notwithstanding the foregoing provisions of this Article 21, the provisions of [***] shall
survive any expiration or termination of this Agreement.





Article 22 — Notice



All notices required or permitted to be given hereunder shall be in writing and shall be delivered
personally, or by registered, express or certified mail, return receipt requested, postage prepaid,
by nationally recognized private express courier, or by facsimile, and shall be effective when
received. All such notices shall be addressed to the following or to such address as each Party may
designate in writing:



If to Infineon:



Infineon Technologies AG

P.O. Box 80 09 49

St.-Martin-Str. 53

81609 Munich

Germany



Attention: Legal Department



Copy to:   Memory Products Division





	 	 	 
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If to Nanya:



Nanya Technologies Corporation

Hwa-Ya Technology Park 669, Fuhsing 3 Rd.Kueishan, Taoyuan

Taiwan, R.O.C.



Attention: Legal Department



Copy to: President’s Office




Article 23 — [***] Future Cooperation



Infineon and Nanya will undertake best efforts to define for each of the 90 nm and 70 nm
generations [***] to be developed by each Party [***].



Infineon and Nanya agree to further explore future development cooperation possibilities [***].
Further details shall be agreed upon in a separate development
contract.

[***]



The Parties are not obliged to enter into any product development cooperation project with
each other.




Article 24
— Miscellaneous





	24.1	 	This Agreement and the performance of the Parties hereunder shall be construed in accordance
with and governed by the substantive laws of Germany, without regard to its conflict of laws
principle. The application of the United Nations Convention on Contracts for the International Sale
of Goods of April 11,1980 shall be excluded.
	 
	24.2	 	The Parties hereto shall use their best efforts to amicably resolve any disputes,
controversies or differences which may arise between the Parties in connection with the
interpretation or performance of this Agreement. If any such disputes, controversies or
differences cannot be resolved between the Parties hereto, they shall be finally settled by
arbitration in Hong Kong in accordance with the rules of the International Chamber of Commerce,
Paris (“Rules”). The arbitration shall be conducted by three (3) arbitrators selected in accordance
with the Rules Arbitration proceedings shall be conducted in the English language. The procedural
law of the place of arbitration shall apply where the Rules are silent. The decision of the
arbitration proceedings shall be final and binding upon the Parties. Judgment on any arbitration
decision may be entered in any court of competent jurisdiction. The





			
	 	 	 
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	 	 	Parties are aware that the Republic of China is not a signatory to the 1958 Convention on the
Recognition and Enforcement of Foreign Arbitral Awards and therefore wish to state that each of
Nanya and Infineon hereby unconditionally and irrevocably consent to the compulsory execution of
any arbitration award rendered against them by any court having jurisdiction over them.
	 
	24.3	 	In the event that one Party will, after the Effective Date, make announcement regarding this
transaction and their business relationship, such announcement shall be in a mutually agreeable
form and at a mutually agreeable time, provided that any information to be disclosed and/or
announced by such Party hereto shall be identified through consultation with the other Party and be
agreed upon between the Parties before the disclosure and announcement.
	 
	24.4	 	No Party hereto shall export or re-export, directly or indirectly, any technical information
disclosed hereunder or direct product thereof to any destination prohibited or restricted by the
export control regulations of Germany and the United States, including the U.S. Export
Administration Regulations, without the prior authorization from the appropriate governmental
authorities.
	 
	24.5	 	No Party hereto shall be liable to the other Party or deemed to be in breach of any
obligation hereunder for the time and to the extent its performance is prevented or delayed by
causes such as war, riots, acts of God, hostilities, explosions or other similar or different
contingencies beyond the reasonable control of the respective Party, except for the obligations to
make payment hereunder, provided that the Party exercises due diligence and promptly notify the
other Party of conditions which will result in delay or in breach, and performance shall take place
as soon thereafter as is reasonably feasible.
	 
	24.6	 	This Agreement sets forth the entire agreement between the Parties as to the subject matter
of this Agreement, and supersedes all previous negotiations, agreements and writings in respect
thereto, and shall not be extended, supplemented or modified in any manner, except by an instrument
in writing duly executed by authorized officers or representatives of the Parties hereto.
	 
	24.7	 	In the event that any provision of this Agreement becomes or is declared by a court or other
governmental body of competent jurisdiction to be illegal, unenforceable or void or the competent
anti-trust authorities find a provision to be invalid or request modifications, this Agreement
shall continue in full force and effect without the said provision. The Parties undertake to
replace the invalid provision or parts thereof by a new provision which will approximate as closely
as possible the economic result intended by the Parties.
	 
	24.8	 	No Party hereto shall, voluntarily or by operation of law, in whole or in part, assign this
Agreement or any of its rights or obligations hereunder to any third party, without prior written
consent from the other Party. Infineon, however, may assign this Agreement to a third party,
without such consent, upon prior written notice to Nanya, but only as a part or a transfer of all
or substantially all of its memory or DRAM business whether by sale, merger or consolidation.






			
	 	 	 
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IN WITNESS THEREOF, the Parties have executed this Agreement by their duly authorized
representatives.




	 	 	 	 	 	 	 	 	 	 	 
	INFINEON TECHNOLOGIES AG	 	 	 	NANYA TECHNOLOGY CORPORATION	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Date:

	 	 	 	 	 	Date:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Date:
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 





			
	 	 	 
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First Amendment to




License and Technical Cooperation Agreement dated 13 November 2002




This Agreement is entered into by and between




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”),



and



Infineon Technologies AG, a company legally established under the laws of Germany and having its
head office at St.-Martin-Strasse 53, 

D-81669 Munich, Germany (hereinafter “IFX”),



(collectively the “Parties”).



The Parties entered into a License and Technical Cooperation Agreement (hereinafter “TCA”).



The Parties agree to add the following to Article 2.3 of the TCA :



In consideration of the future joint production of the Licensed Infineon Products at the Joint
Venture Company further information exchange beyond the termination point defined above will be
performed.



The additional information exchange (details see below) will be performed until (i) [***] or

(ii) the Joint Venture Agreement is terminated, whichever is earlier.



Each Party will inform the other Party [***] based on their learning at their respective reference
site (e.g. [***]). The bidirectional information exchange shall be performed with reasonable
efforts by each Party assuming a balanced contribution by both Parties. The detailed content of the
exchanged information shall be defined under mutual agreement by the Project Managers (see appendix
A [***]; appendix B [***]).



			
	 	 	 
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This Amendment shall become effective as of the date of signature by both Parties. Unless
explicitly amended hereunder, all provisions of the TCA shall be unaffected.



	 	 	 	 	 	 	 	 	 	 	 
	Nanya Technology Corporation	 	Infineon Technologies AG	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	   	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 


	 	 
	 	 
	 	 
	 	 
	 	 
	By:

	 	 	 	 	 	 	 	By:	 	 
	Name:

	 	 	 	 	 	 	 	Name:	 	 
	Title:

	 	 	 	 	 	 	 	Title:	 	 
	Date:

	 	 	 	 	 	 	 	Date:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	By:	 	 
	 

	 	 	 	 	 	 	 	Name:	 	 
	 

	 	 	 	 	 	 	 	Title:	 	 
	 

	 	 	 	 	 	 	 	Date:	 	 






			
	 	 	 
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Appendix A to first Amendment to TCA




[***]



Purpose: [***].



			
	 	 	 
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Appendix B to First Amendment to TCA




[***]

Scope [***]

Concept: [***]

Realization: [***]




			
	 	 	 
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Second Amendment to




License and Technical Cooperation Agreement dated 13 November 2002




This Agreement is entered into by and between




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”),



and



Infineon Technologies AG, a company legally established under the laws of Germany and having its
head office at St.-Martin-Strasse 53, 

D-81669 Munich, Germany (hereinafter “IFX”),



(collectively the “Parties”).



The Parties entered into a License and Technical Cooperation Agreement (hereinafter “TCA”).



The Parties agree to change the Exhibit 15.1 Payment schedule for development cost as follows:



Definitions:



“year” means the fiscal year of IFX starting October 1st and ending September 30st



2. Adjustment of NTC Payments:



A new [***] shall be approved by the [***] latest end of [***] preceding the start of each [***]
for which the [***] must be approved. The necessary [***] for such a decision of



			
	 	 	 
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the [***] shall be made available for the [***] latest [***] preceding the respective [***]. In
case an agreement can not be reached by the end of [***]

Target should be to [***] such [***] with the [***] reporting for the [***] related to the past
year. [***] shall provide [***] for closing the [***]of the [***] within [***] time. In the event
that the actual [***] for the [***] were [***] than an amount equal to [***] the [***] payments for
the [***] of the [***] shall be [***] to the first [***] payment of the [***]



This Amendment shall become effective as of the date of signature by both Parties. Unless
explicitly amended hereunder, all provisions of the TCA shall be unaffected.



	 	 	 	 	 	 	 	 	 	 	 
	Nanya Technology Corporation	 	Infineon Technologies AG	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 


	 	 
	 	 
	 	 
	 	 
	 	 
	By:

	 	 	 	 	 	 	 	By:	 	 
	Name:

	 	 	 	 	 	 	 	Name:	 	 
	Title:

	 	 	 	 	 	 	 	Title:	 	 
	Date:

	 	 	 	 	 	 	 	Date:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	By:	 	 
	 

	 	 	 	 	 	 	 	Name:	 	 
	 

	 	 	 	 	 	 	 	Title:	 	 
	 

	 	 	 	 	 	 	 	Date:	 	 






			
	 	 	 
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Third Amendment to




License and Technical Cooperation Agreement




Dated 13 November 2002




This amendment (“Third Amendment”) to the subject Agreement is entered into by and between 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 “NTC”), and Infineon Technologies AG, a company legally
established under the laws of Germany and having its head office at St-Martin-Strasse 53, D-81669
Munich, Germany (hereinafter “IFX”), (collectively the “Parties”).



WHEREAS, the Parties each now wish to amend the subject Agreement to more accurately reflect their
understand regarding the definition of assignees under this Agreement;



NOW THEREFORE, in consideration of the premise and mutual covenants contained herein, NTC and IFX
agree to amend the subject Agreement, as follows:



1) Amend Article 1.1 to read as follows:




	1.1	 	“Assignees” shall mean the employees of each Party hereto, and experienced in process
development, process integration, product engineering and/or designing of DRAM products, and
assigned to participate in the Technical Cooperation Project to be performed at Infineon Dresden
and Munich or other facilities to be mutually agreed upon by the Management Coordinators hereto.
Such Assignees may include the employees of each Party’s Subsidiary, Nanya Technology-Texas, L.L.C.
(“NTC-Texas”) and Infineon Technologies Corporation (“IFNA”) which located in North America. The
details of the Assignees are set forth in Exhibit 1.1.





2) Add new Article 10.9, as follows:




	10.9	 	Notwithstanding the foregoing, the obligations of both Parties on the Assignees from NTC-Texas
and/or IFNA may subject to Management Coordinators’ future determination or mutually agree upon.





Unless expressly modified by this Third Amendment, all of the other provisions of the Agreement
shall remain in full force and effect.



			
	 	 	 
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IN WITNESS WHEREOF, the Parties have caused this Agreement to be effective as of the date of
the last of the Parties to sign below.



	 	 	 	 	 	 	 	 	 	 	 
	Nanya Technology Corporation	 	 	 	Infineon Technologies AG	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	By:	 	 	 	 
	Name:

	 	 

	 	 	 	Name:
	 	 

	 	 
	Title:

	 	 	 	 	 	Title:	 	 	 	 
	Date:

	 	 	 	 	 	Date:	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	Date:	 	 	 	 






			
	 	 	 
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Fourth Amendment to




License and Technical Cooperation Agreement




dated 13 November 2002




This amendment (“Fourth Amendment”) to the subject Agreement is entered into by and between



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”),



and



Infineon Technologies AG, a company legally established under the laws of Germany and having
its head office at St-Martin-Strasse 53, 

D-81669 Munich, Germany (hereinafter “IFX”)



(collectively the “Parties”).



The Parties entered into a License and Technical Cooperation Agreement (hereinafter “TCA”)
[Provisions amending solely the Joint Product Development and Product Swap Agreement have been
omitted as immaterial].



It is now agreed by the Parties that IFX shall introduce [***] and [***] shall introduce its [***]
as Background Technology under the TCA in order to support the [***] of the [***].



The Parties further agree that the usage of such Background Technology is, in addition to the
regulations stated with the TCA, further restricted as follows: the Background Technology of IFX’s
[***] shall not be used as Background Technology by NTC for manufacturing the same [***] and the
Background Technology of NTC’s [***] shall not be used as Background Technology by IFX for
manufacturing the same [***].



This Fourth Amendment shall become effective as of the date of signature by both Parties. Unless
explicitly amended hereunder, all provisions of the TCA shall be unaffected.



			
	 	 	 
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	Nanya Technology Corporation	 	 	 	Infineon Technologies AG	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	By:	 	 	 	 
	Name:

	 	 

	 	 	 	Name:
	 	 


	 	 
	Title:
	 	 	 	 	 	Title:	 	 	 	 
	Date:

	 	 	 	 	 	Date:	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	Date:	 	 	 	 






			
	 	 	 
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Fifth Amendment to




License and Technical Cooperation Agreement




Dated 13 November 2002




This amendment (“Fifth Amendment”) to the subject Agreement is entered into by and between 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 “NTC”), and Infineon Technologies AG, a company legally
established under the laws of Germany and having its head office at St-Martin-Strasse 53, D-81669
Munich, Germany (hereinafter “IFX”), (collectively the “Parties”).



WHEREAS, NTC and IFX entered into a (110 nm) License and (90/70 nm) Technical Cooperation Agreement
on 13 November, 2002 (hereinafter “LTCA”), wherein the Parties have agreed to cooperate in the
development of Contract Process,[***] and fabrication and testing of engineering samples and
Commercial Sample; and



WHEREAS, due to the Parties intend to change the original specifications of the Contract Process
[***], the original schedule for the Technical Cooperation Projects will as a result be postponed.
Therefore, NTC and IFX each now wish to amend the LTCA in order to reflect the prolonged
development timeframe.



NOW THEREFORE, in consideration of the premises and mutual covenants contained herein, NTC and IFX
agree as follows:




	1.	 	Amend the second sentence of Article 20.1 as follows:





“In case one of the Technical Cooperation Projects is not completed by [***], or such other date
mutually agreed between the Parties, both Parties agree to continue the work under such Technical
Cooperation Project pursuant to the terms of this Agreement for a reasonable period up to [***] and
agree to share the additionally accruing actual development and the bear their personnel costs in
the ratio as per the provisions of this Agreement.”




	2.	 	The Parties have agreed to update following Exhibits to reflect the changes made on [***]
Contract Process specifications as well as to reflect the prolonged development
timeframe.





Replace following Exhibits:



[***]





	3.	 	[This section has been superseded and replaced by Article 4 of the 6th
Amendment]





			
	 	 	 
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	4.	 	The headcount contribution of the Parties according to Article 10 (IFX 2/3 and Nanya 1/3)
shall stay intact and unchanged.
	 
	5.	 	Total Cost Estimation for 90/70nm development (IFX/NTC) are reflected within the new Table 1
of the Exhibit 15.1.
	 
	6.	 	All capitalized terms used herein unless otherwise defined shall have the same meaning as
given under the LTCA.
	 
	7.	 	Unless expressly modified by this Fifth Amendment, all of the other provisions of the
Agreement and the Amendments thereof shall remain intact and unchanged.





IN WITNESS WHEREOF, the Parties have caused this Agreement to be effective as of the date of the
last of the Parties to sign below.



	 	 	 	 	 	 	 	 
	Nanya Technology Corporation	 	 	 	Infineon Technologies AG
	 
	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	By: 	 
	 

	 	 	 	 	 	 	 
	Name:

	 	 	 	 	 	Name: W. Beinvogl
	Title:

	 	 	 	 	 	Title: SVP and CTO Memory Products
	Date:

	 	 	 	 	 	Date:
	 
	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 
	 

	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name: K. Fleischman
	 

	 	 	 	 	 	Title: VP Business Development
	 

	 	 	 	 	 	Date:






			
	 	 	 
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Sixth Amendment to




License and Technical Cooperation Agreement




Dated 13 November 2002




This amendment (“Sixth Amendment”) to the subject Agreement is entered into by and between 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 “NTC”), and Infineon Technologies AG, a company legally
established under the laws of Germany and having its head office at St-Martin-Strasse 53, D-81669
Munich, Germany (hereinafter “IFX”), (collectively the “Parties”).



WHEREAS, NTC and IFX entered into a (110 nm) License and (90/70 nm) Technical Cooperation Agreement
on 13 November, 2002 (hereinafter “LTCA”), wherein the Parties have agreed to cooperate in the
development of Contract Process[***] fabrication and testing of engineering samples and Commercial
Sample; and



WHEREAS, in order to reflect the Parties’ understanding regarding changing the original
specifications of the Contract Process [***], and prolonging the original schedule for the
Technical Cooperation Projects, the Parties executed the Fifth Amendment to the License and
Technical Cooperation Agreement [***] (hereinafter the “Fifth Amendment”).



WHEREAS, due to the Parties further intend to add [***] into the existing Technical Cooperation
Projects, therefore, NTC and IFX each now wish to amend the Fifth Amendment in order to reflect
such extension.



NOW THEREFORE, in consideration of the premises and mutual covenants contained herein, NTC and IFX
agree as follows:




	8.	 	Add the sheet enclosed hereto (titled as [***] right after the [***] of the [***]
	 
	9.	 	Add the sheet enclosed hereto (titled as [***] right after the [***] of the Fifth Amendment.
	 
	10.	 	Replace the [***] of the [***] with the [***] enclosed hereto (titled as [***]
	 
	11.	 	Due to the Additional [***] and the modified [***] the Parties have further jointly agreed on
a new budget (as attached hereto) to replace the previous budget agreed upon by the Parties under
Section 3 of the Fifth Amendment. For the calculation of such budget, the wafer price for a fully
processed 300 mm wafer shall be [***] until [***]. Beginning with [***] the wafer price for a fully
processed 300 mm wafer shall be [***] There is current understanding, that the [***] wafer starts
as reflected in the budget should be sufficient for the development of the [***] until [***]
considering reduced efforts based on the enabling target for the [***]. In case the Project
Managers arrive at the joint





			
	 	 	 
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	 	 	conclusion that the wafer starts have to be increased over and above the [***]. As a part of such
budget, a detailed [***] (as attached hereto as [***]) reflecting the required [***] from both
parties for each individual month is hereby added into the pdf file (file name: [***]) of the [***]
of the Agreement. In case the Project Managers foresee significant changes in such [***] plan
during a [***] such changes have to be approved in the following quarterly [***]. The other
provisions of [***] and [***] of the LTCA except otherwise provided hereunder shall [***] In
addition, the Parties have agreed that due to confidentiality restrictions with [***] the [***] for
such [***] will be solely performed by [***] Notwithstanding the above, the costs for such [***]
will be [***] according to the LTCA. The results derived from such [***] will be made available to
the [***]; provided, however, that if all or part of such results involves [***] and pursuant to
the agreements between [***] and such [***] is restricted from releasing to the [***], then in such
event, the non-restricted part of the results shall still be made available to the [***]; as to the
restricted part, which shall be made available to the [***] only to the extent: [***]
	 
	12.	 	All capitalized terms used herein unless otherwise defined shall have the same meaning as
given under the LTCA.
	 
	13.	 	Unless expressly modified by this Sixth Amendment, all of the other provisions of the
Agreement and the Amendments thereof shall remain intact and unchanged.





IN WITNESS WHEREOF, the Parties have caused this Agreement to be effective as of the date of the
last of the Parties to sign below.



	 	 	 	 	 	 	 	 
	Nanya Technology Corporation	 	 	 	Infineon Technologies AG	 
	 
	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	By:	 
	 

	 	 	 	 	 	 
	 
	Name:

	 	 	 	 	 	Name: W. Beinvogl	 
	Title:

	 	 	 	 	 	Title: SVP and CTO Memory Products	 
	Date:

	 	 	 	 	 	Date:	 
	 
	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 
	 

	 	 	 	 	 	 
	 
	 

	 	 	 	 	 	Name: K. Fleischman	 
	 

	 	 	 	 	 	Title: VP Business Development	 
	 

	 	 	 	 	 	Date:	 






			
	 	 	 
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[***]




			
	 	 	 
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     Addendum Exhibit 1.6:    [***]



Specification of [***] to be [***]




[***]



			
	 	 	 
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[***]




			
	 	 	 
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[***]




			
	 	 	 
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[***]




			
	 	 	 
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Seventh Amendment to




License and Technical Cooperation Agreement dated 13 November 2002




[Provisions amending solely the Joint Product Development and Product Swap

Agreement have been omitted as immaterial]




This amendment ( “Amendment” ) is entered into by and between




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”),



and



Infineon Technologies AG, a company legally established under the laws of Germany and having its
head office at St.-Martin-Strasse 53, D-81669 Munich, Germany (hereinafter “IFX”),



(individually “Party”; collectively “Parties”).



WHEREAS, the Parties entered into a License and Technical Cooperation Agreement on 13 November 2002
(hereinafter “TCA”) [Provisions amending solely the Joint Product Development and Product Swap
Agreement have been omitted as immaterial]



; and




WHEREAS, the Parties each now wish to exchange information in connection with the future
productions of the [***] beyond the completion points defined in the above mentioned [Provisions
amending solely the Joint Product Development and Product Swap Agreement have been omitted as
immaterial] TCA ( “Information Exchange” ) .



NOW THEREFORE, in consideration of the premises and mutual covenants contained herein, and for
other good valuable consideration, the receipt and sufficiency of which is hereby acknowledged



1. The Parties agree to add the following paragraphs to Article 8.8 of the TCA [Provisions



			
	 	 	 
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amending solely the Joint Product Development and Product Swap Agreement have been omitted as
immaterial] :




	1.1	 	Period of Information Exchange:
	 
	 	 	The information exchange will be performed upon and until (i) the [***] of the respective [***] by
one Party at the [***]; or (ii) the [***] is terminated, whichever is earlier.






	1.2	 	The Content of Information Exchange:






	 	1.2.1	 	Target of Information Exchange
	 
	 	 	 	The target of the Information Exchange is to enable the Parties to [***] produced at the [***].






	 	1.2.2	 	Items of Information Exchange
	 
	 	 	 	Each Party will inform the other Party on [***] and [***] impacting, (i) specification or
performance of the [***] or (ii) impacting a [***]; or (iii) [***]; or (iv) [***], with reference
to the [***]
	 
	 	 	 	This information on changes refers to






	 	 	(1)	 	(defined in accordance to [***] changes affecting the [***], which are
therefore [***] Changes of this category have to be approved by the
[***]
	 
	 	 	(2)	 	changes not having impact on [***], but falling into a criteria list agreed between
Nanya and Infineon. Changes of this [***] do not require approval by the [***]






	1.2.3	 	Detail Content of Information Exchange






	 	 	 	 	The detailed content of the Information Exchange is defined in accordance with [***]






	1.2.4	 	Reasonable Efforts






	 	 	 	The bidirectional Information Exchange shall be performed with reasonable efforts by
each Party targeting a balanced contribution by





			
	 	 	 
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	 	 	 	the Parties. The contribution shall within a reasonable timeframe considered to be balanced.






	2.	 	The confidential provisions under the TCA [Provisions amending solely the Joint
Product Development and Product Swap Agreement have been omitted as immaterial] shall remain in
full force and effect.
	 
	3.	 	Unless expressly modified by the Amendment, all of the other provisions of the TCA,
its amendments [Provisions amending solely the Joint Product Development and Product Swap Agreement
have been omitted as immaterial] shall remain in full force and effect.





IN WITNESS WHEREOF, the Amendment shall become effective as of the last date of signature by the
Parties below.



	 	 	 	 	 	 	 	 	 	 	 	 	 
	NTC:

	 	 	 	 	 	IFX:	 	 	 	 	 	 
	Nanya Technology Corporation	 	 	 	 	 	Infineon Technologies AG	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Date:

	 	 	 	 	 	 	 	Date:	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	 	 	By:	 	 	 	 
	Name:

	 	 

Joseph Hsieh
	 	 	 	 	 	Name:
	 	 

Frank Prein
	 	 
	Title:

	 	Vice President
	 	 	 	 	 	Title:
	 	Senior Vice President	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Name:
	 	Rudolf von Moreau	 	 
	 

	 	 	 	 	 	 	 	Title:
	 	Senior Director	 	 






			
	 	 	 
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Appendix A to Seventh Amendment to TCA and the [***]




[***]



Purpose: Facilitate [***] on [***] technology and [***] and [***] products established by
[***] at their respective sites for the purpose of enabling the Parties to achieve the [***]
Establish [***]. Discussed and exchanged are



Important [***] if relevant for [***] until achieving [***] if relevant for [***] if relevant for
[***] or [***] or if needed for a harmonized monitoring of [***]



			
	 	 	 
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Appendix B to Seventh Amendment to TCA [Provisions amending solely the Joint Product Development
and Product Swap Agreement have been omitted as immaterial]




Scope of [***]



1. Scope
: [***] learning to ensure [***] of memory components.



[***] for the exchange of the below mentioned topics:


[***] [***] -agree on [***]

[***] Information about [***] of the [***] as well as of the [***]

[***] of [***] of the [***] as well as of the [***]

[***] such as exchange of [***] to verify on more [***]

[***] (as long as [***] allows)




			
	 	 	 
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Appendix C to Seventh Amendment to TCA [Provisions amending solely the Joint Product Development
and Product Swap Agreement have been omitted as immaterial]



[***]

 

Scope : [***] 


Purpose: [***] established by [***] within the [***] for the purpose of enabling the Parties to
achieve the [***] as long as the [***] by the
Parties at the [***] an [***] on important coverage
related items in [***] is intended, as long as the [***] by the Parties at [***] when [***] is
introduced to [***]



for
reference: this procedure is already established for the
[***]

 [***]



Scope: Due to further joint activity at [***] until end of [***] was performed: [***]



			
	 	 	 
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Eighth Amendment to




License and Technical Cooperation Agreement dated 13 November 2002




This amendment ( “Amendment” ) is entered into by and between




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”),



and



Infineon Technologies AG, a company legally established under the laws of Germany and having its
head office at St.-Martin-Strasse 53, D-81669 Munich, Germany (hereinafter “IFX”),



(individually the “Party”; collectively the “Parties”).



WHEREAS, the Parties entered into a License and Technical Cooperation Agreement on 13 November 2002
(hereinafter “TCA”)



WHEREAS, the Parties each now wish to perform additional development activities related to further
improvement on the [***] or the developed Contract Process based on the single work function
devices upon and after the occurrence of the qualification point as defined under Article 8.8 of
the TCA (hereinafter referred as to as the “Additional Activities”);



NOW THEREFORE, in consideration of the premises and mutual covenants contained herein, and for
other good valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the
Parties agree as follows:




	1.	 	Insert the following provisions into TCA:






	 	1.1.	 	It is now agreed by the Parties that beyond the qualification point as defined





			
	 	 	 
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	 	 	 	under Article 8.8. of the TCA, the Additional Activities shall be performed by the Parties.
	 
	 	1.2.	 	The Additional Activities shall be provided as Services as defined under Article 1.24 of the
TCA.






	 	1.2.1.	 	All results out of the Additional Activities are covered by Foreground Technology of the
relevant Articles of the TCA with respect to usage and confidentiality aspects.
	 
	 	1.2.2.	 	The cost sharing is handled according the relevant Articles as Services as defined under
the TCA.






	 	1.3.	 	Detail Additional Activities:






	 	1.3.1.	 	The detail Additional Activities agreed on are listed in Appendix A.
	 
	 	1.3.2.	 	Upon the mutual decision by the Project Managers of the Parties, working packages and
targets of the Additional Activities can be modified, and further activities can be added or
activities can be cancelled.






	 	1.4.	 	As the Additional Activities are related to the development status of Contract [***] Process
as of qualification point, the duration of the Additional Activities is limited to a maximum
timeframe of [***] after qualification point. However, the Parties agree that the aforesaid limited
period may be extended in written by the Management Coordinators of the Parties.






	2.	 	The confidential provisions under TCA shall remain in full force and effect.
	 
	3.	 	Unless explicitly amended hereunder, all provisions of the TCA, its amendments shall be
unaffected.






			
	 	 	 
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IN WITNESS WHEREOF, this Amendment shall become effective as of the last date of signature below by
the Parties.



	 	 	 	 	 	 	 	 	 
	Nanya Technology Corporation	 	 	 	Infineon Technologies AG
	 
	 	 	 	 	 	 	 	 
	Date:

	 	 	 	 	 	Date:	 	 
	 

	 	 
	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	By:	 	 	 	 
	Name:

Title:

	 	 

Joseph Hsieh

Vice President
	 	 	 	Name:

Title:
	 	 

Frank Prein

Senior Vice President
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:

Title:
	 	Klaus Fleischmann

Vice President	 	 






			
	 	 	 
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Ninth Amendment to




( 110nm ) License and ( 90/70nm ) Technical Cooperation Agreement Dated 13




November 2002



This amendment (“Amendment”) is entered into by and between



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 “NTC”),



and



Infineon Technologies AG, a company legally established under the laws of Germany and having its
head office at St-Martin-Strasse 53,
D-81669 Munich, Germany (hereinafter “IFX”),



(individually “Party”; collectively “Parties”).



WHEREAS, NTC and IFX entered into a (110 nm) License and (90/70 nm) Technical Cooperation
Agreement on 13 November, 2002 (hereinafter “TCA, wherein the Parties have agreed to cooperate in
the development of Contract Process, design of Contract Products and fabrication and testing of
engineering samples and Commercial Sample; and



WHEREAS, due to the Parties further intend to [***] into the existing Technical Cooperation
Projects, therefore, NTC and IFX each now wish to amend the TCA in order to reflect such
extension; and



WHEREAS, due to the Parties further intend to [***] into the existing Technical Cooperation
Projects, therefore, NTC and IFX each now wish to amend the TCA in order to reflect such
extension; and



WHEREAS, the Parties have the joint understanding that both [***] shall be developed in the most
efficient way regarding to development milestone achievement and development cost.



NOW THEREFORE, in consideration of the premises and mutual covenants contained herein, NTC and IFX
agree as follows:



1. Insert the following exhibits into the TCA :

     [***]




     1.3 A budget for the [***] and the [***] is attached in [***]



     1.4 A milestone plan for the [***] and the [***]



     1.5 A headcount plan for [***] and the [***]



			
	 	 	 
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2. Insert the following provisions into Article 15 of the TCA:





	 	2.1	 	Cost Sharing for the [***]:
	 
	 	 	 	The Parties shall share for the [***] the [***] and [***], except for [***]shall be shared
[***] The [***] of the Parties in accordance to [***] shall [***] The [***] portion of the
[***] activity is not part of the [***] and is handled according [***]
	 
	 	2.2	 	Cost Sharing for the [***]:
	 
	 	 	 	The Parties shall share for the [***] all [***] and [***] by [***] of the Parties in
accordance to [***] shall stay intact and unchanged. The [***] of the [***] is not part of
the [***] and is handled according [***]




3. Calculation of the Development Cost for [***]:





	 	 	 	For the calculation of the development cost for the [***] following modifications with
reference to the relevant articles of the TCA are agreed:
	 
	 	i)	 	the [***] for a fully processed 300 mm wafer shall be [***] for wafers started until
[***] of the [***] All wafers started after [***] of the [***] shall be calculated with a
wafer price of [***].
	 
	 	 	 	for all [***] originated at [***] following fixed cost rates are agreed: [***]. In case
one Party can not fulfill its Joint Development Project headcount contribution share the
shortfall will be calculated for each monthly accounting period to the other Party based
on the fixed salary portion cost rate of [***] The [***] will be accumulated for each
[***] and reimbursed within the [***] according [***] after the [***]
	 
	 	ii)	 	for all [***] originated at development sites at [***]




4. Calculation of the Development Cost for [***]





	 	 	 	For the calculation of the development cost for the [***] following modifications with
reference to the relevant articles of the TCA are agreed:
	 
	 	i)	 	the wafer price for a fully processed 300 mm wafer shall be [***] for wafers started
until [***] of the [***]. All wafers started after[***] of the [***] shall be calculated
with a wafer price of [***].
	 
	 	ii)	 	for all [***] originated at US [***] following fixed cost rates are agreed: [***] In
case one Party can not fulfill its [* * *] the shortfall will be calculated for each
monthly accounting period to the other Party based on the fixed salary portion cost rate of
[***]. The [***] will be[***] for each [***] and reimbursed within the [***] according
[***] after the [***]
	 
	 	iii)	 	for all [***] originated at development sites at [***] the standard accounting scheme
based on the TCA and implemented for the running [***] is applied.




5. Qualification Requirement:




			
	 	 	 
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	 	 	The Parties have agreed, that the [***] for the
[***] and the [***] are completed with the
fulfillment of the [***] as set by the [***] based on the definitions of [***] and [***]
on component level. A [***] is currently not in the [***]. Latest at the checkpoint [***]
the Parties will decide on conditions for a potential extension of the [***] and [***]
towards [***] based on [***].




    6. Development Location for [***]





	 	 	The MC’s will mutually decide on the final location for all [***]




    7. Meeting Minutes:





	 	 	For clarification purpose only on how the set up of the development for the [***] and
[***] shall be operated, the joint minutes from the meeting dated [***] are attached. In
case this Amendment, the TCA and the other amendments thereof are conflictive to the
meeting minutes, this Amendment shall prevail.




    8. Capitalized Terms:





	 	 	All capitalized terms used herein unless otherwise defined shall have the same meaning as
given under the TCA.




    9. Confidential Obligation:





	 	 	The confidential provisions under TCA shall
remain in full force and effect.




    10. Miscellaneous :





Unless explicitly amended hereunder, all of the other provisions of the TCA and its
amendments thereof shall remain intact and unchanged.



11. Support from NTC employees and NTC US employees at [***] hereby represents that any NTC
employee or employee of [***], who will, upon agreement of the Program Managers, support the
[***] or the 1G [***] or other running [***] at the [***], will abide by the confidentiality
and document handling provisions of the TCA as well as by the safety and site regulations
applicable at [***]




IN WITNESS WHEREOF, the Parties have caused this Amendment to be effective as of the date
of the last of the Parties to sign below.




Nanya Technology Corporation                      Infineon Technologies AG



	 	 	 	 	 	 	 	 	 
	  By:
 

	 	 	 	By:	 	 
	 

	 	 	 	 	 	 
	 	 
	  Name: Joseph Hsieh
	 	 
	 	Name:
Frank Prein
	 	 
	  Title: Vice President	 	 	 	Title:
Senior Vice President
	 	 
	  Date:	 	 	 	Date:
	 	 






			
	 	 	 
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	 	By:	 	 
	 

	 	 	 	 	 	 
	 
	 

	 	Name: Rudolf von Moreau	 
	 

	 	Title: Senior Director	 
	 

	 	Date:	 






			
	 	 	 
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	Addendum Exhibit 1.6.: [***]
	 	 
	Product Specification of [***]
	 	 
	Technology:

	 	[***]
	[***]
	 	 






			
	 	 	 
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Exhibit 8.4.1: Schedules for [***]




[***]




			
	 	 	 
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Exhibit 15.1.1.: Budget for [***] and [***]




[***]




			
	 	 	 
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Exhibit 1.1.1.: [***]




[***]




			
	 	 	 
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Attachment: Meeting Minutes from the meeting dated [***](please see further decision on [***]




[***]




			
	 	 	 
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Tenth Amendment to




License and Technical Cooperation Agreement dated 13 November 2002




This Agreement is entered into by and between



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”),



and



Infineon Technologies AG, a company legally established under the laws of Germany and having its
head office at St.-Martin-Strasse 53, D-81669 Munich, Germany (hereinafter “IFX”),



(collectively the “Parties”).



WHEREAS the Parties entered into a License and Technical Cooperation Agreement (hereinafter “TCA”)



WHEREAS the Parties wish to amend the TCA, to reflect the Parties understanding on the revised
approach of how [***] will execute their [***] right granted under [***] for the [***]




WHEREAS
the Parties wish to correct a typo in [***]


NOW THEREFOR
the Parties agree as follows:





	13.5.1.	 	Have Made provisions for Nanya [***]: Nanya’s rights to have made products, as granted in
[***] shall be replaced by the following provision which shall exclusively set forth [***]




Nanya shall be entitled to receive from Infineon or from Infineon’s existing foundry partners [***]
of such foundry capacity volume, which Infineon may receive by exercising its right to have made
products under the Foreground Technology of this Agreement in addition to the foundry volumes it
receives from such foundry partners as per December 06. Nanya shall be entitled to receive from
Infineon or from Infineon’s foundry partner [***] of the foundry capacity volume, which Infineon
may receive from foundry partner(s) with whom Infineon has off March 01, 2006 has not




			
	 	 	 
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yet entered into any contractual agreements to exercise its right to have made products under the
Foreground Technology of this Agreement.



Should such [***] be willing to provide only [***] with [***] for such products, then [***] shall
provide an equivalent component volume to such [***].



Infineon’s total obligation to provide 90 nm foundry capacity with Nanya shall be capped at [***]
of Infineon’s overall 90 nm foundry capacity.



Any such [***] for [***] shall be accounted towards [***] for the purpose of the provisions set
forth in the [***] which provisions are attached and incorporated herein as [***].



[***]
shall inform [***] before the exercise of such [***] rights about the [***] of such [***]
rights.



As soon as the details of the relationship between any individual [***] and [***] are finally
negotiated, such details shall be fixed in an Appendix, agreed upon between Nanya and Infineon,
which shall become a part of this Amendment.





	13.5.2.	 	Have Made provisions for Nanya for the [***] rights to [***] as granted in [***] shall be
replaced by the following provision which shall exclusively set forth
[***].




Nanya shall be entitled to receive from Infineon or from Infineon’s foundry partner [***] of the
foundry capacity volume, that Infineon receives from its foundry partners by exercising its right
to have made products under the Foreground Technology of this
Agreement. [***].


[***] Any such [***] for [***] shall be accounted towards [***] for the purpose of the provisions
set forth in the [***] which provisions are attached and
incorporated herein as [***].


[***]
shall inform [***] before the exercise of such [***] rights about the [***] of such [***]
rights.



As soon as the details of the relationship between any individual [***] and [***] are finally
negotiated, such details shall be fixed in an Appendix, agreed upon between Nanya and Infineon,
which shall become a part of this Amendment.



Any such [***] for [***] shall be accounted towards [***] for the purpose of the provisions set
forth in the [***] which provisions are attached and
incorporated herein as [***].



			
	 	 	 
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NOW THEREFOR the Parties agree as follows:



[***] shall be changed as follows to reflect the correction of a typo:



Replace [***] eight inch equivalent wafer starts per week by [***] eight inch wafer
starts per month



This Amendment shall become effective as of the date of signature by both Parties. Unless
explicitly amended hereunder, all provisions of the TCA and its Amendments shall be
unaffected.




	 	 	 	 	 	 	 	 	 	 	 
	Nanya Technology Corporation	 	 	 	Infineon Technologies AG	 	 
	 
	Date:

	 	 	 	 	 	Date:	 	 	 	 
	 

	 	 

	 	 
	 	 	 	 

	 	 
	By:

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	Name: Joseph Hsieh	 	 	 	Name: Frank Prein	 	 
	Title: Vice President	 	 	 	Title: Senior Vice President	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Name: Rudolf von Moreau	 	 
	 	 	 	 	 	 	Title: Senior Director	 	 






			
	 	 	 
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Exhibits to




(110 nm) License and (90/70 nm) Technical Cooperation




Agreement




	 	 	 	 	 	 	 
	Exhibit 1.1:

	 	Assignees
	 	 	72	 
	 
	 	 	 	 	 	 
	Exhibit 1 .4:

	 	Definition of Commercial Samples
	 	 	75	 
	 
	 	 	 	 	 	 
	Exhibit 1.5:

	 	Contract Process
	 	 	76	 
	 
	 	 	 	 	 	 
	[***]

	 	[***]
	 	 	45	 
	 
	 	 	 	 	 	 
	Exhibit 1.9:

	 	Know How Package (110 nm)
	 	 	82	 
	 
	 	 	 	 	 	 
	Exhibit 1.16:

	 	110nm Technology (Licensed)
	 	 	82	 
	 
	 	 	 	 	 	 
	Exhibit 1.17 A

	 	[***]
	 	 	82	 
	 
	 	 	 	 	 	 
	Exhibit 1.17 B

	 	[***]
	 	 	82	 






			
	 	 	 
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	Exhibit 1.19:

	 	Nanya 120nm Technology
	 	 	82	 
	 
	 	 	 	 	 	 
	Exhibit 1.24:

	 	Service
	 	 	83	 
	 
	 	 	 	 	 	 
	Exhibit 1.26:

	 	Shipment Qualification Requirements
	 	 	84	 
	 
	 	 	 	 	 	 
	Exhibit 2.4:

	 	Specification + Time Schedule for Development of Licensed Nanya
Product (110nm)
	 	 	85	 
	 
	 	 	 	 	 	 
	Exhibit 8.4:

	 	Schedules for Development Project
	 	 	85	 
	 
	 	 	 	 	 	 
	Exhibit 8.11:

	 	Technical Documentation
	 	 	86	 
	 
	 	 	 	 	 	 
	Exhibit 9.1:

	 	Management Coordinator, Project Coordinator, Technical Coordinator
	 	 	88	 
	 
	 	 	 	 	 	 
	[***]

	 	[***] General Terms and Conditions for [***]
	 	 	90	 
	 
	 	 	 	 	 	 
	Exhibit 13.5:

	 	Provisions of Addendum to MoU
	 	 	91	 
	 
	 	 	 	 	 	 
	Exhibit 14.1:

	 	Net Income Licensing
	 	 	92	 
	 
	 	 	 	 	 	 
	Exhibit 15.1:

	 	Payment Schedule for Development Costs
	 	 	93	 






			
	 	 	 
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	Exhibit 1.1:

	 	Assignees
	 

	 	Number and qualification of assignees






STAFFING REQUIREMENTS



Staffing requirements for engineering and engineering management for the development projects have
been estimated at the levels and in the disciplines indicated in the tables below. This effort is
directed at the development of leading edge semiconductor fabrication processes and will require
highly skilled people to be successfully realized. All assignees shall have sufficient working
knowledge of the English language. These skills shall be sufficient to support the Development
Projects in a way defined in paragraph 8.9. Only resources identified in this Exhibit 1.1 will be
counted toward the PARTIES’ obligation.



This Exhibit 1.1 may be modified and exceptions to its provisions shall be only by agreement of the
Management Coordinators. Notwithstanding the previous sentence, the distribution of skills and
assignments is the responsibility of the Project Managers.



The following are the staffing requirements for the JD of 90nm and 70nm.



The
following table contains the estimated staffing plan for the full contractual period.



Infineon and Nanya shall meet the [***] rule of the staffing requirements.



In the case that the staffing exceeds the annual staffing plan as approved by the management
coordinators, the further procedure shall be mutually agreed by the Management Coordinators.



[***]



The Staffing requirements shall be met by the parties with employees located in IFX DD or
Infineon Munich.



The following is a guideline for the approximate skill mix requirements for each area set forth
above. The specific skill mix for each area must be approved by the Project Managers. The Project
Managers shall decide if Technicians should be taken into consideration.




			
	 	 	 
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	Lead Engineer-

	 	[***]
	Experienced Engineer-

	 	[***]
	Engineer-

	 	[***]






			
	 	 	 
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For purposes of this Exhibit 1.1, the following skill definitions shall apply:




LEAD ENGINEERS:*



EXPERIENCE: Greater than or equivalent to 5 years of advanced CMOS process
development, device design experience, product design experience, product test
experience, or DRAM related experience. Recognized expert in appropriate area.



EDUCATION: Bachelor’s degree or equivalent.



DECISION MAKING: Drives a major element of the DEVELOPMENT PROJECT.



RELATIONSHIPS: Plans own work and that of others. Makes presentations to engineers
and management.



RESPONSIBILITIES:
Technical direction — work structure and approach — directs work
of others.



EXPERIENCED ENGINEER:*



EXPERIENCE: Greater than or equivalent to 2 years of advanced CMOS process
development or device design experience , product design experience, product test
experience, or DRAM related experience.



EDUCATION: Bachelor’s degree or equivalent.



DECISION MAKING: Plans for and executes a sub-element of the DEVELOPMENT
PROJECT.



RELATIONSHIPS: Plans own work —  makes presentations to engineers and management.



RESPONSIBILITIES: Process development or device design — plans and executes work.



ENGINEERS:



EXPERIENCE: Involved at Parties Semiconductor development before assigned to the
development project.



EDUCATION: Bachelor’s degree or equivalent.



DECISION MAKING: Evaluates or executes specific process modules



RELATIONSHIPS: Work with experienced engineers.






 




			
	*	 	Note: PhD in appropriate semiconductor technology, circuitdesign, or DRAM related subject
will count as 2 years experience.





			
	 	 	 
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Exhibit 1.4: Definition of Commercial Samples



Commercial samples have to be produced with a defined and frozen process which is representative
for volume shipments hereafter.



The
process and the product has to be qualified according to the agreed procedures and it has to
be demonstrated that the process and product is able to fulfil the agreed quality and reliability
requirements or a risk assessment has to be given that, based on the available data, the process
and product most likely fulfil the requirements.



Commercial samples have to fully comply with the corresponding data sheet or an errata sheet has to
be added to the samples shipment and the customer has to be properly informed about the deviations.




			
	 	 	 
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	Exhibit 1.5:

	 	Contract Process
	 
	 	 
	 

	 	Specification of
	 

	 	      — 90nm process
	 

	 	      — 70nm process
	 
	 	 
	90nm Contract Process






 CELL:                     High density trench-type cell 




	 	 	 
	LITHOGRAPHY:

	 	[***]
	 
	 	 
	 

	 	[***]
	 
	 	 
	 

	 	[***]
	 
	 	 
	 

	 	[***]
	 
	 	 
	[***]
	 	 
	 
	 	 
	 

	 	[***]
	 
	 	 
	 

	 	[***]
	 
	 	 
	 

	 	[***]
	 
	 	 
	 

	 	[***]
	 
	 	 
	 

	 	[***]
	 
	 	 
	 

	 	[***]
	 
	 	 
	 

	 	[***]
	 
	 	 
	 

	 	[***]
	 
	 	 
	 

	 	[***]
	 
	 	 
	 

	 	[***]
	 
	 

	 	[***]
	 
	 	 
	 

	 	[***]






			
	 	 	 
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	 	[***]
	 
	 	 
	[***]
	 	 
	 
	 	 
	 

	 	[***]
	 
	 	 
	 

	 	[***]
	 
	 	 
	 

	 	[***]
	 
	 	 
	 

	 	[***]
	 
	 	 
	 

	 	[***]
	 
	 	 
	 

	 	[***]
	 
	 	 






70nm Contract Process





 CELL:                     High density trench-type cell 




	 	 	 
	LITHOGRAPHY:

	 	[***]
	 
	 	 
	 

	 	[***]
	 
	 	 
	 

	 	[***]
	 
	 	 
	 

	 	[***]
	 
	 	 
	[***]
	 	 
	 
	 	 
	 

	 	[***]
	 
	 	 
	 

	 	[***]
	 
	 	 
	 

	 	[***]
	 
	 	 
	 

	 	[***]
	 
	 	 
	 

	 	[***]
	[***]
	 	 
	 
	 	 
	 

	 	[***]






			
	 	 	 
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	 	[***]
	 
	 	 
	 

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	Exhibit 1.6:

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[***]




			
	 	 	 
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Exhibit 1.9: [***]



[***]



Exhibit 1.16: [***]



[***]



Exhibit 1.17 A: [***]



[***]



Exhibit 1.17 B: [***]



[***]



Exhibit 1.19: [***]



[***]




			
	 	 	 
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Exhibit 1.24: Services




A.           Services




Examples of Services include:




[***]




B. Exceptions to Services Know How



The Technical Cooperation Project will receive services and all results thereof, but [***]
to the Technical Cooperation Project, however the items listed below shall be subject to
the following regulation:



The items: (i) [***] (ii) [***] (iv) [***] (v) [***] are not included as [***] shall not have [***]
of these [***] or [***] shall have right to [***] to its [***] These [***] shall either; (i) [***],
or, (ii) if it is [***] it will be make [***]



[***]



In summary,

[***]



[***]




			
	 	 	 
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Exhibit 1.26: Shipment Qualification Requirements



[***]



[***]



[***]



Purpose: [***]



Method: [***]



Tests to be performed include: [***]



[***]



Purpose: [***]



Method: [***]



Measurements to be performed include: [***]




			
	 	 	 
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Exhibit 2.4: [***]



[***]



Exhibit 8.4: [***]



[***]




			
	 	 	 
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Exhibit 8.11: Technical Documentation



The following documentation will be available to [***] in accordance to [***] including any
intermediate or preliminary form of such documentation as available and requested and agreed upon
[***] The detailed list of technical documents shall be [***]



It is acknowledged that if a [***] is ended before completion of the last [***] as defined in
[***] the [***] will agree which documentation shall be excluded from [***].



The technical documents shall be [***] It is the [***] to compile necessary documentation.
However, due to confidentiality or other limitations on certain information, access to certain
information may require assistance of [***].



Information shall be made available electronically to facilitate transfer of such information in
an efficient manner. Only if agreed upon by the [***] other means will be applied. Considering the
fact that the electronic media is easy to modify and transfer. [***] shall determine the method of
managing these documents.



[***]



[***]



[***]



[***]



[***]



[***]



Technical information shall basically contain the [***] and [***] and also include [***]



[***]



     [***]



[***]



     [***]



          [***]




			
	 	 	 
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[***]



     [***]



[***]



     [***]



[***]



     [***]



[***]



     [***]




			
	 	 	 
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Exhibit 9.1: Management Coordinator, Project Coordinator, Technical
Coordinator



                                        DEFINITION OF RESPONSIBILITIES



For the Management Coordinator:



-      Approve the [***]



-      Resolve [***]



-      Approve the [***]



-      Resolve such other items as the Management Coordinator deems appropriate with the
other Management Coordinator or as indicated

       elsewhere in the Agreement as requiring the
agreement of the Management Coordinators.



-      Approve [***]



-      Approve [***]



-      Approve [***]



-      Approve [***]




[***]



For the Project Managers:



[***]



-      Responsible for [***]



-      Responsible for [***]



-      Responsible for [***]



-      Responsible for [***]



-      Responsible for [***]



      -                                    Responsible for [***]



      -                                    Responsible for [***]



-      Responsible for [***]



-      Responsible for [***]




			
	 	 	 
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-      Responsible for [***]



-      Responsible for [***]



      -                                    Responsible for [***]



-      Responsible for [***]



-      Responsible for [***]



-      Responsible for [***]



For the Technical Coordinator: 



-      Responsible for [***]



-      Responsible for [***]



Assigned Management Coordinators / Project Managers / Technical Coordinators:





	 	(1)	 	Management Coordinators
[***]
	 
	 	(2)	 	Project Managers:
[***]
	 
	 	(3)	 	Technical Coordinators:
[***]





			
	 	 	 
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Exhibit 10.2: General Terms and Conditions for [***]



Basic assumptions:



[***]



[***]



[***]



legal status:



[***]



[***]



[***]



[***]



costs & reimbursements:



[***]



[***]



others:



[***]




			
	 	 	 
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Exhibit 13.5: Provisions of Addendum to MoU





	1.	 	NTC and IFX agree that in case NTC [***] NTC shall either (i) [***] or (ii) [***]
	 
	2.	 	NTC and IFX agree that the [***] shall be made by applying a [***] shall be subject
to the negotiation of the definitive agreements.
	 
	3.	 	[***] is interested in [***] a [***] in [***] in [***] agrees that after [***] of the
[***] and the start of the [***] will [***] the [***] and [***].





			
	 	 	 
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Exhibit 14.1: Net Income from Licensing



The term “Net Income” shall mean any [***]



[***]



For the purpose of the above, [***]




			
	 	 	 
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Exhibit 15.1: Payment Schedule for Development Costs



[***] details the [***] also includes [***]



[***] of these costs will be invoiced from IFX to NTC upon effective date of the [***]
repectively upon the start of the [***] shall execute [***] of its share of these cost on the
[***] following the [***] of this agreement, or [***].



[***]



[***]



[***]



[***]



[***]



The estimated budget includes the following general cost categories;



[***]



[***] include but are not limited to [***] as well as all other [***] directly related to the
[***]



[***] and the [***] does not include the [***] and [***] caused by the [***] The respective
responsible PARTIES will [***]



[***] will establish a separate accounting center and the costs will be directly invoiced
to [***] 



[***] does not include a [***] if the [***] for the [***] and [***]




			
	 	 	 
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Financial Reporting Procedure 



for the Development Project for Estimated Development Cost



1. Financial Reporting Procedure



[***]



The [***] for the [***] for the [***] is planned [***] and approved by the [***]



The [***] serves as the basis for [***]

[***]



[***]



As soon as practicable after the end of every [***] shall provide [***] for the total [***]



[***]



[***]



[***]



[***]



[***]



In the [***] the [***] will be converted from [***] into [***] at the [***] set by the [***] at
the closing of the [***] of the respective [***]. The resulting actual [***] will be reconciled
with the [***] received from NTC under the Payment Schedule in Table 2.



Payment Schedule for Estimated Development Cost




     Budget and Payment Amendment and Adjustment for the Development Project



1. Payment Procedure




			
	 	 	 
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INFINEON shall initially cover all expenses required to perform the [***] as described in the
budget in Table 1.



NTC shall reimburse INFINEON for its [***] share of all of such expenses covered by INFINEON, by
making payments to INFINEON in accordance with the schedule of quarterly amounts pursuant to Table
2.



NTC
shall pay to INFINEON the amounts set forth in Table 2 in US $ by the dates specified in such
table without any [***] from INFINEON. In addition. NTC will have to [***] who will be [***]


[***]




Table 2: [***]




[***]



[***]




2.
Adjustment [***] Payments




As early as possible in each year [***] from [***] through [***] the [***] shall review the [***]
for the [***] for the [***] of the [***]



In the event that the [***] for the [***] were [***] than [***] to [***] the NTC payments for the
[***] of the difference shall be credited to [***] for the [***] and the [***] of its [***] for
the [***] shall be adjusted accordingly.



A potential adjustment of the [***] pursuant to [***] can also be made after the [***] of [***] in
light of the [***] of the [***] or alternatively with the approval of a [***]



If said [***] agree on an [***] in the [***] and/or [***] said [***] shall agree the resultant
payment schedule to in writing.



			
	 	 	 
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If no [***] is reached by said [***] on such an adjustment NTC shall continue to make [***] to
INFINEON in accordance with Table 2.


As early
as possible after the [***] of the [***] shall meet to review the [***]




In the event that the [***] for the [***] of the [***] were [***] an amount [***] to [***] for the
[***] of the [***] of this [***] shall be refunded at the end of the [***]



In the event that the [***] exceeded an amount equal to [***] for the [***] of the [***] within
[***] days of receipt of an invoice therefore issued by [***]



3. Dispute Resolution



In the event of a disagreement among the PARTIES, the matter shall be resolved by [***]




[***] of said [***] may receive the [***] from appropriate [***] of the [***] for [***] and other
[***]



			
	 	 	 
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