EX-10.I.J



 







Exhibit 10(i)(J)







Qimonda AG

Confidential Materials Omitted and Filed Separately with the

Securities and Exchange Commission.

Confidential Portions denoted by [***].





60 nm Technical Cooperation Agreement



between



Nanya Technology Corporation



and



Infineon Technologies AG



for



DRAM Process Technology




			
	 	 	 
	Infineon/Nanya Confidential
	 	Execution Copy






 









 






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 have entered into a (110nm) License and (90/70 nm) Technical
Cooperation Agreement dated November 13, 2002 (hereinafter the “90/70 nm TCA”), under which the
Parties cooperate in the development of advanced (90/70 nm) DRAM process technologies; and



[***]



WHEREAS, Infineon and Nanya desire to enter into an additional technical cooperation project
to jointly develop an advanced 60* nm trench based DRAM process [***] 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,
and



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




Definitions



Article 1





	1.1	 	“Assignees” shall mean the employees of each Party hereto, experienced in process
development, process integration, product engineering and/or [***], 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 employees of the Subsidiaries, Nanya Technology-Texas, L.L.C.
(“NTC-Texas”) and Infineon Technologies Corporation (“IFNA”), respectively, which are
located in North America. The details of the Assignees are set forth in Exhibit 1.1.
	 
	1.2	 	“Background Patents” shall mean Patents other than Foreground Patents.
	 
	1.3	 	“Background Technology” shall mean the Technology relating to Contract Process or Contract
Product, which has been or will be developed by or for each Party independently of the
Technical Cooperation Project, owned or controlled by such





			
	 	 	 
	Infineon/Nanya Confidential
	 	Execution Copy






2









 







	 	 	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. It is understood that
Foreground Technology under the 90/70 nm TCA [***] shall be considered Background Technology
for the purposes of this (60nm) Agreement.
	 
	1.4	 	“Commercial Sample” shall mean the commercial sample of the [***]
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 60 nm* trench based 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 Project” or “TCP” shall mean all activities to be performed by the
Parties hereto for the development of Contract Process, [***] and fabrication and testing of
Commercial Sample hereunder. Any Technology that is not part of the Contract Process, [***] or
Commercial Sample, e.g., but not limited to new cell and DRAM architectures, wafer scale
assembly and beyond 193 nm lithography, shall not be deemed part of the Technical Cooperation
Project, nor part of Services or Service Know How.
	 
	1.8	 	“Effective Date” shall mean September 01, 2005.
	 
	1.9	 	“Foreground Patents” shall mean all Patents arising as a result of and directly in the course
of the Technical Cooperation Project.
	 
	1.10	 	“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.
	 
	1.11	 	“IFX DD” shall mean Infineon’s or its Subsidiaries’ development engineering facilities at
Dresden.
	 
	1.12	 	“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.







 




			
	*	 	60 nm is a denomination for technologies and not representing exact dimensions, but only
approximate numbers. The terms 60 nm is used in this Agreement for convenience only.





			
	 	 	 
	Infineon/Nanya Confidential
	 	Execution Copy






3









 







	1.13	 	“Services” shall mean any services which are not performed as part of the Technical
Cooperation Project, but which are required for the execution of the Technical Cooperation
Project and are provided by external service providers or the Parties themselves. Examples
for such Services are set forth in Exhibit 1.13.
	 
	1.14	 	“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 Project, and required to perform Services. Unless otherwise explicitly
in Exhibit 1.13. agreed between the Parties, Service Know How is not considered to be part of
Background Technology, Foreground Technology, Background Patents and Foreground Patents, in
accordance with their respective definitions provided in this Agreement.
	 
	1.15	 	“Shipment Qualification” shall mean the qualification procedure as defined in Exhibit
1.15 that is used [***] [***].
	 
	1.16	 	“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.
	 
	1.17	 	“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.
	 
	1.18	 	“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.
	 
	1.19	 	“Joint Venture Company” shall mean Inotera Memories Inc.
	 
	1.20	 	“Joint Venture Agreement” shall mean the Agreement between the Parties on establishment of
the Joint Venture Company Inotera dated 13.11.2002
	 
	1.21	 	[***]
	 
	1.22	 	“Year” shall mean the fiscal year of Infineon starting October 1st and ending September
30th





			
	 	 	 
	Infineon/Nanya Confidential
	 	Execution Copy






4









 






Technical Cooperation to Develop 60* nm Fabrication Process (Contract Process)

[***]



Article 2





	2.1	 	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 Commercial Sample






	2.2	 	The detailed specifications of Contract Process [***] to be developed hereunder shall be
determined by mutual agreement of the Management Coordinators as specified in Article 3,
provided that the initial target characteristics are as set forth in Exhibit 1.5 and
Exhibit 1.6 and such characteristics may be changed by the agreement of the Management
Coordinators.
	 
	2.3	 	The objective of the Technical Cooperation Project is to develop Contract Process [***],
which can be manufactured in commercial quantities on 300mm wafers.
	 
	2.4	 	Infineon and Nanya shall conduct the Technical Cooperation Project principally at IFX DD and
Infineon Munich in accordance with the schedule set forth in
Exhibit 2.4, provided
that a part of the Technical Cooperation Project may be conducted solely or jointly in another
development facility of the Parties or consigned to a third party, subject to prior written
consent of the Management Coordinators. Each Party shall be entitled to send and assign
delegates, in a reasonable number necessary for the performance of the TCP as agreed, to the
respective facility where the TCP or parts of it shall be performed.
	 
	2.5	 	Each Party shall contribute its Background Technology, as existing on the Effective Date, to
the Technical Cooperation Project [***] from the Effective Date. 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
Project. In case the Parties modify the scope of the TCP or the specifications for the
Contract Process [***] (e.g. by including [***] into the Contract Process), the Management
Coordinators will discuss in good faith about the contribution of additional Background
Technology necessary for the modified TCP, provided however, that neither Party is obligated
to contribute free of charge any Background Technology which is not necessary for the initial
TCP as specified in Exhibits 1.5 and 1.6. In the case the Parties decide to include
the [***] into the [***]. Infineon will introduce its background know how on this topic into
the TCP in a mutually agreed upon form.





			
	 	 	 
	Infineon/Nanya Confidential
	 	Execution Copy






5









 







	2.6	 	Background Technology shall be deemed contributed to the Technical Cooperation
Project if it has been deliberately disclosed during the performance of the Technical
Cooperation Project and not been withdrawn by the disclosing Party 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.
	 
	2.7	 	Commercial Sample necessary for the Technical Cooperation Project shall be manufactured at
IFX DD or Infineon Munich or, pursuant to the agreement of the Management Coordinators, at
another development facility.
	 
	2.8	 	The Technical Cooperation Project shall be deemed to be completed at the time when the
Commercial Sample has achieved the criteria set forth in Exhibit 1.4.
	 
	2.9	 	The working language to be used during the Technical Cooperation Project shall be English.
All documentation to be provided to or generated during the course of the Technical
Cooperation Project, including, but not limited to, documentation on each Party’s Background
Technology to be contributed to the Technical Cooperation Project, 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.
	 
	2.10	 	If the Project Managers identify a need for specific Services, then the Parties agree, to
investigate on potential suppliers for supply of such service. 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. Any
purchase of Services needs prior written agreement on scope, deliverables, efforts and cost
linked to such Service. If Service Know How is part of the agreed deliverables, any rights to
use the Service Know How beyond the purpose of the sole performance of the Service need to be
agreed upon in writing by the Parties. Any agreement to purchase Services shall be documented
by the Project Managers.
	 
	2.11	 	The Project Managers shall be jointly responsible for documenting the Background Technology
and Foreground Technology for the Technical Cooperation Project. The requirements for such
documentation shall be set forth in Exhibit 2.11.
	 
	2.12	 	[***] shall retain ownership of [***] used for and/or acquired for the Technical Cooperation
Project and be responsible for the expenses associated with [***] for the Technical
Cooperation Project will be supplied by [***].





Article 3 — Management





	3.1	 	Infineon and Nanya shall designate their own Management Coordinator, Project Manager and
Technical Coordinator, as set forth in Exhibit 3.1. Each Party may replace its own
Management Coordinator, Project Manager and Technical Coordinator by giving thirty (30) days
prior written notice to the other Party.





			
	 	 	 
	Infineon/Nanya Confidential
	 	Execution Copy






6









 







	3.2	 	The Management Coordinators shall be responsible for the overall interests and
performance of the Technical Cooperation Project.
	 
	 	 	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
Project 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 Project 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 Project on a regular basis, and shall be responsible for approving changes of
the key milestones and schedule of the development works and the development locations 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.
	 
	3.3	 	The Project Managers shall be responsible for the performance of the Technical Cooperation
Project and any adjustments in various development works to be performed in accordance with
the agreement made between the Management Coordinators pursuant to Article 3.2 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.
	 
	3.4	 	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.
	 
	3.5	 	Further details on the tasks and responsibilities of the Management Coordinators, Project
Managers and Technical Coordinators shall be set forth in Exhibit 3.1.





Article 4 — Assignees





	4.1	 	Each Party shall have its own Assignees set forth in Exhibit 1.1 participate in the
Technical Cooperation Project. As the Technical Cooperation Project 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.
	 
	4.2	 	Nanya shall send its Assignees provided for in Article 4.1 to IFX DD or Infineon Munich. The
Nanya Assignees shall be [***] at Infineon or IFX DD or Infineon Munich for the purpose of
performing the Technical Cooperation Project under this Agreement. Nanya agrees [***] The
terms and conditions for the [***] shall be set forth in
Exhibit 4.2. For the
avoidance of doubt, the Nanya Assignees [***] by





			
	 	 	 
	Infineon/Nanya Confidential
	 	Execution Copy






7









 







	 	 	Infineon as specified in this Article 4.2 shall nevertheless be considered [***] for the
purposes of this Agreement.
	 
	4.3	 	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 Project, it is required that such replacement
shall not materially interfere with the performance of the Technical Cooperation Project. 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 3.2.
	 
	4.4	 	Each Party shall bear all expenses involved in providing its own Assignees set forth in
Article 4.2 and in having other employees participate in the performance of this Agreement.
Nanya shall reimburse to Infineon the cost for [***] of the Nanya Assignees. [***] shall [***]
for such expenses on a [***] basis, including, but not limited to, [***]. Further details
shall be set forth in [***].
	 
	4.5	 	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 Project.
	 
	4.6	 	For avoidance of doubt, it is agreed that no Party shall have any right to have access to,
and shall undertake best efforts to ensure 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 11.
	 
	4.7	 	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
been filled. This regulation shall not apply in case the shortfall is less than 10%. During
the first sixth months following Effective Date the staffing requirements shall be deemed
fulfilled if in the third month [***], in the fourth month [***], in the





			
	 	 	 
	Infineon/Nanya Confidential
	 	Execution Copy






8









 







	 	 	fifth month [***] and in the sixth month [***] of the staffing requirements are
fulfilled. Infineon will fill up vacancies of these months up to [***] of the [***] share of
Nanya and will add the salaries of the unproportional staffing by Infineon to the costs for
the Technical Cooperation Project. For example if the total required Headcount for the fifth
month is [***] and Nanya staffs instead of the proportional [***] employees only [***] and
Infineon [***] employees, then Infineon will charge the salaries for [***] employees to the
[***]. The amount will be calculated based on the [***] during the [***] from [***] to the
[***] following the [***]. Current estimate for this amount is [***] assuming the [***] as
given above and assuming a staffing by Nanya of [***] for the first and second month.
	 
	4.8	 	During the term of this Agreement and [***] year thereafter, no Party shall solicit for
employment purposes (other than for the [***] for the performance of the Technical Cooperation
Project) 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. The
re-employment of Assignees by the assigning Party is not considered to be a solicit.





Article 5 — Technology Transfer to the Parties’ own Facilities and further

Information Exchange





	5.1	 	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
therefore.
	 
	 	 	Nanya will nominate delegates specifically for transfer purposes. A joint Nanya/Infineon
team will prepare the transfer of the 60nm-technology.
	 
	 	 	The transfer package to the Joint Venture Company shall be the same as the transfer package
to Nanya.
	 
	 	 	A joint database for all 60nm technical documents will be created and maintained, which can
be replicated frequently to Nanya.
	 
	5.2	 	The Parties wish to exchange information in connection with the future joint production [***]
[***] simultaneously to the information exchange with the [***].
	 
	 	 	The information exchange will be performed upon and until (i)[***] [***] [***]; or (ii) the
Joint Venture Agreement is terminated, whichever is earlier.
	 
	 	 	Target of the further information exchange is [***].
	 
	 	 	Each Party will inform the other Party on [***] process changes impacting, (i) [***] [***]
[***] or (ii) [***] or (iii) [***] or (iv) [***].
	 
	 	 	[***]
	 
	 	 	The detailed content of the information exchange shall be defined under mutual
agreement by the Project.





			
	 	 	 
	Infineon/Nanya Confidential
	 	Execution Copy






9









 







	 	 	The bidirectional information exchange shall be performed with reasonable efforts by each
Party targeting a balanced contribution by both Parties.





Article 6 — Ownership; Licenses to Third Parties





	6.1	 	The Background Technology contributed to the Technical Cooperation Project by each Party
shall remain the exclusive property of such Party.
	 
	6.2	 	Except as set forth in Section 6.3, 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 [***]
	 
	6.3	 	Further, [***] shall have the right under [***] to have developed or have manufactured
[***] and [***] [***] shall have the right under [***], to have developed or have manufactured
[***] and to [***].
	 
	6.4	 	Each invention made solely by one or more employees of one Party during and directly in the
performance of the Technical Cooperation Project, and any Foreground Patents issuing
thereon, shall be the property of the inventing Party, subject to the license hereby granted
under Article 7.2 to the other Party. Infineon is free to license its solely owned Foreground
Patents; [***]. Notwithstanding the foregoing, it is understood that [***].
	 
	 	 	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
Project, 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. [***]. [***].
	 
	6.5	 	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 6.4, and in such event shall
promptly give notice thereof to the other Party.
	 
	6.6	 	Prior to filing any patent application with respect to any jointly owned inventions pursuant
to the provisions of Article 6.4, 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.





			
	 	 	 
	Infineon/Nanya Confidential
	 	Execution Copy






10









 






Article 7 — Licenses to Each Other under Background Technology and solely owned

Foreground Patents





	7.1	 	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 9.2),
perpetual (except as per Article 14.4 and 15.2) right and license [***]the Background
Technology and Background Patents contributed to the Technical Cooperation Project by such
Party [***]. The rights and licenses granted under this Article 7.1 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
sublicense 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 [***].
	 
	7.2	 	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
14.4 and 15.2) right and license [***] The rights and licenses granted under this Article 7.2
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 sublicense to third parties, however, only as a part of a know-how
and patent license under the Foreground Technology, and (ii) for Nanya [***].
	 
	7.3	 	Nanya shall be entitled to receive from Infineon or from Infineon’s foundry partner 1/3 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. [***]
	 
	 	 	Infineon shall inform Nanya before the exercise of such have made rights about the
wspm-volume of such have made rights.
	 
	7.4	 	[***]
	 
	7.5	 	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 11.2.





Article 8 — Sharing of Income From Licensing Foreground Technology

to Third Parties





	8.1	 	The Parties agree that any Net Income (as determined in accordance with the definitions
set forth in Exhibit 8.1) received by Infineon or Nanya from third parties for licensing
Foreground Technology during the term of the confidentiality period as per Article 11.2 shall
be shared between Infineon and Nanya [***]. In case the [***] received by [***] from a third
party is [***] [***] it shall be in [***] to decide whether [***] is allocated to [***] or
[***]. In case the [***] received by [***] from a third Party is [***], it shall be in [***]
to decide whether [***] is allocated to [***] or [***]. The licensing Party shall inform the
other Party within sixty (60) days following the conclusion of a license agreement for
Foreground Technology with a third party and shall provide the other Party with a proposal on
the evaluation of the





			
	 	 	 
	Infineon/Nanya Confidential
	 	Execution Copy






11









 







	 	 	Net Income, the share payable to the other Party 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
licensing Party. 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.
	 
	8.2	 	The Parties further agree that any income from licenses to Subsidiaries, except as set forth
in Section 8.3, or Wholly Owned Subsidiaries shall not be deemed Net Income to be shared
between the Parties.
	 
	8.3	 	Any Net Income for licenses under Foreground Technology to Joint Venture Company shall be
shared equally between the Parties.
	 
	8.4	 	[***] may try to find a [***] Technical Cooperation Project. [***]. The parties will mutually
agree on the terms and conditions of such [***].





Article 9 — Compensation [Cost Sharing/License Fees]





	9.1	 	The research and development costs [***] according to the functions and numbers as defined
in [***] incurring during the Technical Cooperation Project are estimated to be approximately
[***] shall pay to [***] of the [***] for the Technical Cooperation Project, in accordance
with the schedule and manner as set forth in [***]. Further, it is agreed between the Parties
that the wafer price shall be [***] for a [***] for wafers started before [***], and [***] for
wafers started after [***]. For the avoidance of doubt, [***] associated with [***] to be used
for the Technical Cooperation Project shall be [***].
	 
	 	 	[***]
	 
	9.2	 	(1) [***] Nanya and Infineon agree that in case [***]






	 	(2)	 	[***]
	 
	 	(3)	 	[***]
	 
	 	(4)	 	[***], [***]






	9.3	 	All payments by Nanya provided for in this Article 9 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 TECHNOLOGIES AG, Munich
	 
	 	 	Citibank, London
	 
	 	 	Account No.: 10822612
	 
	 	 	SWIFT-Code: CITIGB2L
	 
	9.4	 	All payments provided for in Article 9 shall constitute the net amounts to be paid to
Infineon and shall be made without deduction of taxes.





			
	 	 	 
	Infineon/Nanya Confidential
	 	Execution Copy






12









 







	 	 	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 10 — Warranties and Representations





	10.1	 	Nothing contained in this Agreement shall be construed as:






	 	(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.






	10.2	 	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.
	 
	10.3	 	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.
	 
	10.4	 	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.





			
	 	 	 
	Infineon/Nanya Confidential
	 	Execution Copy






13









 







	10.5	 	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.





GENERAL CONDITIONS



Article 11 — Confidentiality





	11.1	 	    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 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.
	 
	11.2	 	    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 [***], 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.
	 
	11.3	 	    Each Party shall not disclose the terms and conditions of this Agreement to any third party
without prior written consent of the other Party.
	 
	11.4	 	    Notwithstanding the provisions of Article 11.2, 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.






	11.5	 	    Notwithstanding the provisions of Articles 11.2 and 11.3, 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,





			
	 	 	 
	Infineon/Nanya Confidential
	 	Execution Copy






14









 







	 	 	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.
	 
	11.6	 	    Notwithstanding the provisions of Articles 11.2 and 11.3 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 the terms of this Agreement, shall be made
subject to confidentiality obligations substantially the same as are applicable under this
Article 11.
	 
	11.7	 	    Any disclosure of Confidential Information to third parties e.g. for improvement or
evaluation of tools or software shall be subject to mutual agreement of the Project Managers
prior to disclosure.





Article 12 — Security/Safety





	12.1	 	    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.






	12.2	 	    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. For
the purpose of this article the assignees of either Party are treated as employees of the
assigning Party.





Article 13 — Governmental Approval, Export Control





	13.1	 	    Any performance of the TCP under this Agreement in particular any transfer of Technology from
one Party to the other Party or its Subsidiaries or licensees is subject to receipt of all
governmental approvals necessary for the performance (“Government Approvals”). In case
portions of the TCA are performed in R.O.C. or at any other Nanya site, Nanya shall make sure
that any export of Foreground or Background Technology from R.O.C or the respective country of
such other site shall possible and available to Infineon.
	 
	 	 	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.





Article 14 — Term and Early Termination





	14.1	 	    This Agreement shall commence on the Effective Date and, unless terminated earlier in
accordance with provisions of this Agreement, continue to be in full force and effect until
the date of completion of the Technical Cooperation Project [***] or until such other date to
be mutually agreed upon between the Parties hereto. In case the Technical Cooperation Project
is not completed by end of December 2007 or such





			
	 	 	 
	Infineon/Nanya Confidential
	 	Execution Copy






15









 







other 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.




	14.2	 	    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 19.7;
	 
	 	(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 ;19.7






	14.3	 	    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.





			
	 	 	 
	Infineon/Nanya Confidential
	 	Execution Copy






16









 







	14.4	 	    Further, [***] shall have the right to terminate [***] granted to [***] in the
event that [***].





Article 15 — Effect of Termination





	15.1	 	    Upon expiration of this Agreement pursuant to Article 15.1, all rights and licenses
obtained or granted under Articles 6 and 7 shall survive such expiration.
	 
	15.2	 	    Upon termination of this Agreement by one Party hereto (the “terminating Party”) pursuant to
Article 14.2 or 14.3 or by Infineon pursuant to Article 14.4, 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 or to
access foundry capacity 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.
	 
	15.3	 	    Notwithstanding the foregoing provisions of this Article 15, the provisions of [***] shall
survive any expiration or termination of this Agreement.





Article 16 — 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




			
	 	 	 
	Infineon/Nanya Confidential
	 	Execution Copy






17









 





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 17
— Design Exchange or joint development



Infineon and Nanya will undertake best efforts to define for the 60 nm generation at least
[***] to be developed by each Party and to be [***] for which the Parties will [***]
([***]), [***].



[***]



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




Article 18 Applicable Law and Arbitration





	18.1	 	    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.






	18.2	 	    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 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.







			
	 	 	 
	Infineon/Nanya Confidential
	 	Execution Copy






18









 





Article 19 — Miscellaneous




	19.1	 	    Unless explicitly stipulated in this Agreement or any written amendment thereto, this
Agreement shall not in any way modify or change any provisions of the 110 nm License and 90/70 nm
Technical Cooperation Agreement of November 13, 2002 and shall not affect in any way the
performance under such agreement.
	 
	19.2	 	    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.
	 
	19.3	 	    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 or the United States, including the U.S. Export
Administration Regulations, without the prior authorization from the appropriate governmental
authorities.
	 
	19.4	 	    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.
	 
	19.5	 	    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.
	 
	19.6	 	    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.
	 
	19.7	 	    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 of a
transfer of all or substantially all of its memory or DRAM business whether by sale, merger or
consolidation.






			
	 	 	 
	Infineon/Nanya Confidential
	 	Execution Copy






19









 




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




	 	 	 	 	 	 	 	 	 
	INFINEON TECHNOLOGIES AG	 	 	 	NANYA TECHNOLOGY CORPORATION
	 
	 	 	 	 	 	 	 	 
	/s/ SEIFERT	 	 	 	/s/ Jih Lien
	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Date:  Sept. 29, 2005	 	 	 	Date: Sept. 29, 2005
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	/s/ ppa. MAJERUS	 	 	 	 
	 	 	 	 	 	 	 





	 	 	 	 	 	 	 
	 

	 	Date:
	 	Sept. 29, 2005	 	 
	 

	 	 	 	 	 	 





			
	 	 	 
	Infineon/Nanya Confidential
	 	Execution Copy







20










 







Exhibits to

60 nm Technical Cooperation Agreement




	 	 	 	 	 	 	 
	Exhibit 1.1:	 	Assignees
	 	 	22	 
	 
	Exhibit 1.4:	 	Definition of Commercial Samples
	 	 	24	 
	 
	Exhibit 1.5	 	Contract Process
	 	 	25	 
	 
	Exhibit 1.6	 	[***]
	 	 	26	 
	 
	Exhibit 1.13:	 	Services
	 	 	27	 
	 
	Exhibit 1.15:	 	Shipment Qualification Requirements
	 	 	28	 
	 
	Exhibit 2.4:	 	Schedules for Development Project
	 	 	29	 
	 	 	 
	 	 	 	 
	Exhibit 2.11:	 	Technical Documentation
	 	 	30	 
	 
	Exhibit 3.1:	 	Management Coordinator, Project Coordinator, Technical
Coordinator
	 	 	32	 
	 
	Exhibit 4.2:	 	General
Terms and Conditions for Temporary Employment of NTC Assignees with
IFX
	 	 	33	 
	 
	Exhibit 7.4	 	Definition of Process Freeze Milestone T7
	 	 	34	 
	 
	Exhibit 8.1:	 	Net Income Licensing
	 	 	35	 
	 
	Exhibit 9.1:	 	Budget and Payment Schedule for Development Costs
	 	 	36	 






					
	 	 	 	 	 
	Infineon/Nanya Confidential
	 	 	 	Execution Copy
	 
	 
	 	21	 	 






 









 





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 2.9. 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 60nm.



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 [***] or other
development locations per mutual agreement by the Management Coordinators.



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.



[***]




					
	 	 	 	 	 
	Infineon/Nanya Confidential
	 	 	 	Execution Copy
	 
	 
	 	22	 	 






 









 





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




[***]

EXPERIENCE: [***]

EDUCATION: [***]

DECISION MAKING: [***]

RELATIONSHIPS: [***]

RESPONSIBILITIES: [***]




EXPERIENCE: [***]

EDUCATION: [***]

DECISION MAKING: [***]

RESPONSIBILITIES: [***]

[***]




EXPERIENCE: [***]

EDUCATION: [***]

DECISION MAKING: [***]

RELATIONSHIPS: [***]




[***]




					
	 	 	 	 	 
	Infineon/Nanya Confidential
	 	 	 	Execution Copy
	 
	 
	 	23	 	 






 









 





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 [***] has to be qualified according to qualification plan agreed by the joint
qualification team as set forth in Exhibit 1.15. and it has to be demonstrated that the Process
[***] is able to fulfill the agreed quality and reliability requirements or a risk assessment has
to be given that, based on the available data, the Process [***] most likely fulfill the
requirements.



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




					
	 	 	 	 	 
	Infineon/Nanya Confidential
	 	 	 	Execution Copy
	 
	 
	 	24	 	 






 









 





Exhibit 1.5: Contract Process*




               - Specification of 60nm contract process to be developed



               CELL:                    High density trench-type cell


LITHOGRAPHY:          [***]




					
	 	 	 	 	 
	Infineon/Nanya Confidential
	 	 	 	Execution Copy
	 
	 
	 	25	 	 






 









 






Exhibit 1.6: [***]

           [***]

[***]

[***]




[***]




					
	 	 	 	 	 
	Infineon/Nanya Confidential
	 	 	 	Execution Copy
	 
	 
	 	26	 	 






 









 





Exhibit 1.13: Services




A.     Services



[***]



[***]




					
	 	 	 	 	 
	Infineon/Nanya Confidential
	 	 	 	Execution Copy
	 
	 
	 	27	 	 






 









 





[***]




[***]

[***]

[***]



Exhibit 1.15: Shipment Qualification Requirements



This Exhibit sets forth the work to be performed by the PARTIES to demonstrate qualification of the
fabrication processes and the work to be performed by the PARTIES for qualification of the Product
design.



A qualification team shall be established by the respective Project Managers to develop common
methods and procedures for conducting the fabrication processes qualifications that satisfy the
common requirements of all PARTIES based on this Exhibit.




[***]

Purpose: [***]

Method: [***]

[***]




[***]

Purpose: [***]

Method: [***]

[***]

[***]




					
	 	 	 	 	 
	Infineon/Nanya Confidential
	 	 	 	Execution Copy
	 
	 
	 	28	 	 






 









 





Exhibit 2.4: Schedules for Development Project




[***]

[***]




					
	 	 	 	 	 
	Infineon/Nanya Confidential
	 	 	 	Execution Copy
	 
	 
	 	29	 	 






 









 





Exhibit 2.11: Technical Documentation



The following documentation will be available to each PARTY in accordance to Article 2.11,
including any intermediate or preliminary form of such documentation as available and requested
and agreed upon by the PARTIES. The detailed list of technical documents shall be discussed and
determined by written consent of Management Coordinators.



It is acknowledged that if a PROJECT is ended before completion of the last development project, as
defined in Exhibit 2.4, the Management Coordinators will agree which documentation shall be
excluded from Exhibit 2.11.



The technical documents shall be jointly written by the PARTY’S in English language. It is the
joint responsibility of the PARTIES to compile necessary documentation. However, due to
confidentiality or other limitations on certain information, access to certain information may
require assistance of INFINEON or personnel assigned by INFINEON. Such assistance shall be
provided if needed.



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



[***]



[***]



[***]



Use of standard software packages is preferred for documentation within the project as well
as for transfer purposes.



MS Office ® software, Adobe Acrobat ®, Adobe Framemaker ® and Lotus Notes ® are the front up
software packages to be used. To ensure sufficient compatibility only English software versions
shall be used for PROJECT work. However each PARTY may support additional software at there own
cost if desired.




					
	 	 	 	 	 
	Infineon/Nanya Confidential
	 	 	 	Execution Copy
	 
	 
	 	30	 	 






 









 





All transfer of information pursuant to the PROJECTS in any form, electronic, hardcopy or physical
hardware will be controlled and recorded under the supervision of the Technical Coordinators of
each PARTY.



Technical information shall basically contain the Background Technology contributed by each party
to the Development Projects and Foreground Technology, and also include other technical
information, which is necessary for transferring Background Technology and Foreground Technology
and is reasonably disclosed by the parties.





	1.	 	Documentation on Background Technology:
	 
	 	 	Background Technology, which has been agreed between the Management Coordinators to be
contributed to the Development Project, shall be delivered to the DEVELOPMENT PROJECT by NANYA
and Infineon, as the case may be, and made part of the technical documentation.
	 
	 	 	[***]





					
	 	 	 	 	 
	Infineon/Nanya Confidential
	 	 	 	Execution Copy
	 
	 
	 	31	 	 






 









 





Exhibit 3.1: Management Coordinator, Project Manager, Technical Coordinator




DEFINITION OF RESPONSIBILITIES



For the Management Coordinator:



[***]



All other responsibilities, including day-to-day management responsibility for the
results to be achieved under the Agreement, shall reside with the Project Managers.



For the Project Managers:



DEVELOPMENT PROJECT organization and coordination
 [***]



For the Technical Coordinator:



[***]



Assigned Management Coordinators / Project Managers / Technical Coordinators:



[***]




					
	 	 	 	 	 
	Infineon/Nanya Confidential
	 	 	 	Execution Copy
	 
	 
	 	32	 	 






 









 





Exhibit 4.2: General Terms and Conditions for temporary
employment of NTC assignees with IFX



Basic assumptions:



[***]



legal status:




[***]

[***]

[***]

[***]



costs & reimbursements:




[***]

[***]



others:



[***]




					
	 	 	 	 	 
	Infineon/Nanya Confidential
	 	 	 	Execution Copy
	 
	 
	 	33	 	 






 









 





Exhibit 7.4: Definition of Process Freeze Milestone T7



This Exhibit sets forth the requirements to achieve the Process Freeze Milestone T7 for [***]
Process.




PURPOSE [***]

[***]




					
	 	 	 	 	 
	Infineon/Nanya Confidential
	 	 	 	Execution Copy
	 
	 
	 	34	 	 






 









 





Exhibit 8.1: Net Income from Licensing



The term “Net Income” shall mean any Net Benefit that a Party receives from Licensing of Foreground
Technology to third parties in form of [***]



The term “Net Benefit” shall mean the gross benefit received by a Party from the third party
licensee after deduction of the following:



[***]



[***]




					
	 	 	 	 	 
	Infineon/Nanya Confidential
	 	 	 	Execution Copy
	 
	 
	 	35	 	 






 









 





Exhibit 9.1: Budget and Payment Schedule for Development Costs



[***]




[***] for the Contract Process and Contract Product development as defined in [***]

[***]

[***] until [***].

(4) the BY [***] [***]




[***]




[***]

[***]

[***]

[***]

[***]

[***]

[***]




[***]

[***]

[***]

[***]

[***]

[***]

[***]






	 	-	 	[***]
	 
	 	 	 	(200 mm) [***] / (300 mm) = [***] for a fully processed wafer started before
[***] for a fully processed 300mm wafer started after [***]
	 
	 	-	 	[***] a[***] [***]




[***]




					
	 	 	 	 	 
	Infineon/Nanya Confidential
	 	 	 	Execution Copy
	 
	 
	 	36	 	 






 









 






	 	 	 
	[***]
	 	 
	 
	 	 
	 

	 	[***]
	 
	 

	 	[***]
	 
	 

	 	[***]
	[***]
	 	 
	[***] [***] [***]
	 	 
	 
	[***]
	 	 
	 
	[***] [***] [***]
	 	 
	 
	 

	 	[***]
	[***]
	 	 
	[***] is [***]
	 	 
	 
	[***]
	 	 
	[***]
	 	 
	 
	[***]
	 	 
	[***] [***] time.
	 	 
	[***] [***] [***] [***] [***]
	 	 





3. Dispute Resolution



In the event of a disagreement among the PARTIES, the matter shall be resolved by
Management Coordinators of said PARTIES.



The Management Coordinators of said PARTIES may receive the assistance from appropriate
financing/accounting experts of the respective PARTIES for reviewing Budget and other financial
matters.




					
	 	 	 	 	 
	Infineon/Nanya Confidential
	 	 	 	Execution Copy
	 
	 
	 	37