Ex-4.11.8 Third Amended & Restated Amendment No.3



 





Exhibit 4.11.8




Confidential Treatment Requested




The portions of this document marked by “XXXXXX” have been omitted pursuant to a request for confidential
treatment and have been filed separately with the Securities and Exchange Commission




			
	 	 	 
	Third Amended and Restated Amendment No. 3
November 17, 2006
	 	Execution Copy






This Third Amended and Restated Amendment No. 3 (“Amended and Restated Amendment No. 3”) ,
effective as of November 17, 2006 (“Effective Date”), replaces and restates the Second Amended and
Restated Amendment No. 3 of 3 June 2005 to the “SF Process Development and Cost Sharing Agreement”
of November 26, 2002 (hereinafter referred to as the “2-Way Agreement”), as previously amended, and
is made by and between International Business Machines Corporation (“IBM”), incorporated under the
laws of the State of New York, U.S.A. and having an office for the transaction of business at 2070
Route 52, Hopewell Junction, NY 12533, U.S.A., and Chartered Semiconductor Manufacturing Ltd.
(“Chartered”), incorporated under the laws of Singapore and having an office for the transaction of
business at 60 Woodlands Industrial Park D, Street 2, Singapore 738406. IBM and Chartered may be
individually referred to herein as a “Party”, or collectively as the “Parties.”



WHEREAS, the Parties mutually desire to work together to facilitate the creation of certain design
kit models for the 300mm Wafer 90nm Bulk CMOS Process Development Project under the 2-Way
Agreement, as well as to establish a basis for coordinating other related activities, to expand the
90nm design enablement information to be developed, and to exchange information on an ongoing basis
regarding such information; and



WHEREAS, the Parties have entered into the following agreements as of June 3, 2005, under which
they will be working with one another to develop 65nm design enablement:




— “65nm Enablement Technology Development and Cost Sharing Agreement,” along with Samsung
Electric Co. Ltd., (hereinafter “3-Way Enablement Agreement”), and



— “2-Way Enablement Agreement”.


WHEREAS, the Parties wish for Chartered to contribute additional Background Know to be used by the
Parties to create certain design kit models for the 300mm or 200mm Wafer 90nm Bulk CMOS Process
Development Project; and



WHEREAS, in consideration for such additional Chartered Background Know How contributions, IBM is
willing to accept the current shortfall in the Chartered headcount obligation contained in the 2
Way Enablement Agreement.



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




1. The Parties acknowledge that as of 5 November 2004, IBM has partially developed XXXXXX
(collectively, “Design Kit Models”) for the base 300mm Wafer 90nm Bulk CMOS process (“CMOS 9SF”),
as well as the low power version (“CMOS 9SF-LP”) of such process, that the Parties are developing
together pursuant to the 300mm Wafer 90nm Bulk CMOS Process Development Project.



2. The Parties agree to treat the Design Kit Models as they exist on 5 November, 2004 as Background
Know-How for the 300mm Wafer 90nm Bulk CMOS Process Development Project, pursuant to Section 3.4 of
the 2-Way Agreement.



3. The Parties agree that any and all future changes or enhancements to the Design Kit Models that
they develop together pursuant to Attachment A — Statement of Work of this Amended and Restated
Amendment No. 3 shall be considered part of the Specific Results of the 300mm Wafer 90nm Bulk CMOS
Process Development Project; provided, however, that the specific staffing, objectives, and other
requirements for the development of the Design Kit Models shall be as set forth in Attachment A —



			
	 	 	 
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	Third Amended and Restated Amendment No. 3
November 17, 2006
	 	Execution Copy





Statement of Work, and shall not be considered part of the staffing and other aspects of the 300mm
Wafer 90nm Bulk CMOS Process Development Project as set forth in the various Exhibits to the 2-Way
Agreement.




a. The purposes of this Amended and Restated Amendment No. 3 are to (i) complete the development
set forth in Attachment A hereto; (ii) work together to develop certain other 90nm design
enablement as set forth in Section 2 of Attachment B — Statement of Work (hereinafter “Auxiliary
90nm Enablement”) hereto; (iii) exchange information regarding the developed Design Kit Models and
Auxiliary 90nm Enablement as set forth in Section 3 of Attachment B.



b. An additional objective of this Amended and Restated Amendment No. 3 is to enable Chartered or
IBM to manufacture certain products (i) designed by the other Party’s customers utilizing all or a
portion of the Design Kit Models, and/or all or a portion of the Auxiliary 90nm Enablement, and/or
(ii) XXXXXX utilizing one or more of the Foundry DFM Tools (as set forth in this Section 3b below):



b1. In this Section 3b the following definitions shall apply:



— “DFM Royalty Products” shall mean Semiconductor Products manufactured from designs which
have been prepared and/or analyzed using one or more of the Foundry DFM Tools.



— “Foundry DFM Tools” shall mean IBM’s 90nm CMOS 9SF XXXXXX specifically designated as such
and covered by specific IBM agreement(s) to applicable foundry customers and used per
description in the definition of DFM Royalty Products.



“Royalty Commencement Date” shall mean the date of the first Sale of a DFM Royalty Product.



“Sale” or “Sold” shall mean the sale or other transfer by Chartered or Chartered’s Wholly
Owned Subsidiaries, directly or indirectly, to a third party (including Chartered’s
Subsidiaries) of Semiconductor Products, but excluding sales and transfers of Semiconductor
Products (i) that are provided and used as samples or prototypes without charge, or (ii)
that are returned by such third party on the grounds related to arising from or in
connection with the usage of the Foundry DFM Tools, or (iii) to a Chartered Subsidiary,
provided that no such Semiconductor Products are subsequently sold or transferred to
another party other than a Chartered Subsidiary.



“Semiconductor Product” means (a) an integral unit formed on a semiconductor substrate
including a plurality of active and/or passive circuit elements formed at least in part of
semiconductor material, which may be in wafer or chip form, or (b) a component that
contains an integrated circuit on a single or multichip module that incorporates a means of
connecting those integrated circuits with other electronic elements (active or passive)
and/or means to make external electrical connections to such elements, which is in module
form, but which excludes any means for a user to operate the functions therein (e.g.,
buttons, switches, sensors).



b2. In consideration for the waivers under Section 3b3 below and its Sales
of DFM Royalty Products, Chartered shall pay royalties to IBM on the following basis:




	 	i)	 	for each Sale of a DFM Royalty Product in the XXXXXX after the Royalty
Commencement Date, XXXXXX per wafer;
	 
	 	ii)	 	for each Sale of a DFM Royalty Product in the XXXXXX after the Royalty
Commencement Date, XXXXXX per wafer;
	 
	 	iii)	 	for each Sale of a DFM Royalty Product in the XXXXXX after the Royalty
Commencement Date, XXXXXX per wafer; and





			
	 	 	 
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	REDACTED	 	CONFIDENTIAL TREATMENT REQUESTED
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filed separately with the Securities and Exchange Commission.





			
	 	 	 
	Third Amended and Restated Amendment No. 3
November 17, 2006
	 	Execution Copy







	 	iv)	 	for each Sale of a DFM Royalty Product beyond the XXXXX after the
Royalty Commencement Date, XXXXXX per wafer.





Notwithstanding the preceding Section 3b2, IBM waives XXXXXX of the royalty due on Sales of
part number XXXXXX until the aggregate royalty calculated on account of XXXXXX
pursuant to Section 3b2 (without giving effect to this sentence) exceeds XXXXXX;
thereafter, Chartered shall pay XXXXXX of the royalty due on all Sales of XXXXXX. For the
avoidance of doubt, the Parties intend that XXXXXX, not Chartered, may secure access to
the Foundry DFM Tools. Nothing in this Agreement shall serve as an express or implied
obligation for IBM to provide or Chartered to receive the Foundry DFM Tools. For the
avoidance of doubt, Chartered is not required to provide any customer support of Foundry
DFM Tools and such support, if any, shall be discussed between XXXXXX and IBM.



Chartered shall pay to IBM all royalties accrued under this Section 3b2 within forty five
(45) days after the end of each calendar quarter in which such royalties accrued.
Chartered shall report to IBM the Royalty Commencement Date within thirty forty five
(45) days after its occurrence. Chartered shall provide IBM with a written report
explaining how the amount of the payment was calculated, including the number of units of
DFM Royalty Products Sold during the quarter, per product, and the aggregate amount of all
royalties due. Such written report shall be sent to the Director of Licensing.
Overdue amounts shall be subject to an interest charge of the lesser of eighteen percent
(18%) of the total amount due, or the maximum percentage rate allowable by applicable law.



For three (3) years after the associated royalties owed per Section 3b2 herein are due
to be paid to IBM, Chartered shall maintain a complete, clear and accurate record of the
number and type of DFM Royalty Products to determine whether Chartered is paying the
correct royalty amount hereunder. To ensure compliance with Section 3b2 herein, IBM shall
have the right to inspect and audit periodically the relevant accounting and sales books
and records of Chartered. The time period that is audited by IBM will not be subject to
subsequent audits. The audit will be conducted by an independent audit firm mutually
acceptable to the Parties, and shall be conducted following reasonable prior written notice
during regular business hours at Chartered’s offices and in such a manner as not to
interfere with Chartered’s normal business activities. As a condition of such audit,
Chartered may, at its sole discretion, (i) require the auditor to sign a reasonable
confidentiality agreement to protect the confidential information of Chartered, (ii) limit
the auditor to providing IBM with a written report of the audit results, not any other
Chartered confidential information, and (iii) require the auditor to provide Chartered with
a copy of such auditor’s report promptly. In no event shall audits be made hereunder
more frequently than twice every twelve (12) months, unless
an audit reveals an issue, in which case such audits may be more frequent. If any audit
should disclose any underpayment, Chartered shall promptly (but in any event within forty
five (45) days pay the difference. The independent audit firm’s fee will be paid by IBM
unless the report of the audit firm determines that Chartered has underpaid royalties
during the period of the audit in an amount exceeding five percent (5%) of the royalties
owed. In the event such an underpayment is reported, IBM shall provide an original invoice
to Chartered, and Chartered shall pay the audit firm’s fee within forty-five (45) days of
the receipt of such original invoice. In the event an overpayment is reported, IBM shall
provide Chartered with a credit within forty five (45) days in the amount of such
overpayment to be applied against Chartered’s future royalty obligations.



b3. IBM shall, to the extent it will not breach any third party agreement, use
commercially reasonable efforts to, provide XXXXXX with a written waiver of the
confidentiality and use restrictions IBM imposed upon XXXXXX with respect to the specific
90nm Bulk CMOS designs created utilizing all or a portion of the Design Kit Models, all or
a portion of the Auxiliary 90nm Enablement, and one or more Foundry DFM Tools; such waiver
enabling the manufacture of



			
	 	 	 
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	REDACTED	 	CONFIDENTIAL TREATMENT REQUESTED
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filed separately with the Securities and Exchange Commission.





			
	 	 	 
	Third Amended and Restated Amendment No. 3
November 17, 2006
	 	Execution Copy






Semiconductor Products by Chartered and/or its Wholly Owned
Subsidiaries, subject to the remainder of this Section 3b. Such waiver shall not pertain
to designs made with other IBM tools, kits or utilities other than those set forth above.
Chartered shall be solely responsible for negotiating its own business arrangements, if
any, with XXXXXX. Chartered shall promptly advise IBM on a design (i.e. part number) by
design basis as it contracts to manufacture Semiconductor Products for XXXXXX using designs
covered by such IBM waiver.



The points of contact for the handling of requests under this Section 3b3 shall
be:



For IBM:



Fram Akiki

e-mail: fram@us.ibm.com



For CHARTERED:



Choo Swee Hong
e-mail: shchoo@charteredsemi.com


4. The Parties agree that any and all changes or extensions to their activities as set forth
in Attachment A — Statement of Work or Attachment B — Statement of Work of this Amended and
Restated Amendment No. 3 shall be agreed to by the Parties in writing. The Parties agree that such
matters shall be discussed by the IBM and Chartered Project Leaders at the quarterly meetings of
the Management Committee for the 300mm Wafer 90nm Bulk CMOS Enablement Development Project as set
forth in the 3-Way Agreement.



5. For the Design Kit Models, the term of confidentiality as specified in Section 7.3 of the 2 Way
Agreement shall instead run from the date of disclosure by the disclosing party to the receiving
party to January 1, 2007, or for two (2) years from the date of such disclosure, whichever is
longer, and the term of confidentiality for Auxiliary 90nm Enablement shall be five (5) years from
the date of disclosure.



6. For the avoidance of doubt, the Parties agree that solely in the case of Design Kit Models:



a. the Design Kit Models shall be deemed aspects of Specific Results and Background Know-How that
Chartered may disclose to third parties pursuant to and in furtherance of the purposes set forth in
Section 7.8 of the 2-Way Agreement; provided, however, that notwithstanding anything to the
contrary in Section 7.8 of the 2-Way Agreement or any other part of the Agreement, in the case of
disclosure of Design Kit Models to an EDA vendor pursuant to Section 7.8 of the 2-Way Agreement,
XXXXXX and



b. the
provisions of Section 7.10.1 - 7.10.3 of the 2-Way Agreement, inclusive, shall not apply to
the Design Kit Models; and



c. the provisions of Sections 6.1 and 6.2 shall apply as if the work to be performed pursuant
to Attachment A — Statement of Work of this Amended and Restated Amendment No. 3 is a Process
Development Project, and the objectives and projected schedule set forth in Attachment A —
Statement of Work of this Amended and Restated Amendment No. 3 were the Strategic Technology
Objectives and Development Schedule, respectively.



6.1 The Parties agree the following shall apply solely in the case of Auxiliary 90nm
Enablement:




			
	 	 	 
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	REDACTED	 	CONFIDENTIAL TREATMENT REQUESTED
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filed separately with the Securities and Exchange Commission.





			
	 	 	 
	Third Amended and Restated Amendment No. 3
November 17, 2006
	 	Execution Copy





a. Notwithstanding anything to the contrary in the 2-Way Agreement, as amended, the Parties agree
that the terms and conditions of the 3-Way Enablement Agreement and the 2-Way Enablement Agreement
governing Specific Results and Background Know How (including, without limitation, the ownership,
licensing and disclosure provisions of the 3-Way Agreement) shall apply to the equivalent
information of the Auxiliary 90 nm Enablement.



b. The
provisions of Section 7.10.1 - 7.10.3 of the 2-Way Agreement, inclusive, shall not apply to
the Auxiliary 90nm Enablement.



7. (a) Notwithstanding anything to the contrary in Section 5 or any other provision of the 2-Way
Agreement as amended, save for Section 16, Chartered shall make
cost share payments to IBM for the joint development of such Design Kit Models pursuant to Attachment A — Statement of
Work of this Amended and Restated Amendment No. 3, in the amount of US XXXXXX



     (b) In addition, the Parties acknowledge and agree that Chartered’s cost share payments to IBM
for continuation of the joint development of such Design Kit Models, as well as development of the
90nm Auxiliary Enablement, are included in the payments set forth in the 2-Way Enablement
Agreement.



8. The term of this Amended and Restated Amendment No. 3 shall commence on the Effective Date and
shall end upon the earlier of the following: (a) XXXXXX (b) the termination of the 300mm 65nm
Enablement Development Project under the 3-Way Agreement, or (c) termination of the 2-Way
Enablement Agreement.



9. The Parties agree that any and all future changes or enhancements to the Design Kit Models that
they develop together pursuant to Attachment C — Statement of Work of this Amended and Restated
Amendment No. 3 shall be considered part of the Specific Results of the 300mm Wafer 90nm Bulk CMOS
Process Development Project. As an additional requirement of this Amended and Restated Amendment
No. 3, Chartered shall deliver to IBM the additional Background Know-How and timely perform the
activities, all as identified on Attachment C. Chartered shall transfer to IBM all Background
Know-How, together with all relevant supporting documentation (e.g. GDS), that exists as of the
Effective Date in a one (1) day workshop via teleconference on or before Dec 1, 2006. In
consideration of Chartered’s timely completion of the foregoing, IBM shall deem satisfied the
shortfall in the Chartered headcount obligation contained in the 2 Way Enablement Agreement. The
Parties will jointly develop the XXXXXX in accordance with the terms of this Amended and Restated
Amendment No. 3, the 2 Way Enablement Agreement, and the schedule in Attachment C hereto.



10. The Parties agree to add the following to the end of Section 7.7 of the 2-Way Agreement:




“In addition to the other rights under this Section 7.7, IBM has no objection if Chartered
permits its customers, who rightfully received certain aspects of Specific Results and/or
Background Know-How pursuant to this Section 7.7, to further disclose the following
portions of the foregoing



			
	 	 	 
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	Third Amended and Restated Amendment No. 3
November 17, 2006
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(i) the 90nm design manual, SPICE models (object code only), DRC, LVS and PEX decks
(excluding the input files of such decks) directly to contractor(s) who are
retained to provide Integrated Circuit design services for such Chartered customer.
Although Chartered is not required to enter into a direct written agreement with each such
customer contractor, Chartered shall (a) require approval and approve each customer
disclosure that is proposed pursuant to the preceding sentence; and (b) require that such
disclosures cannot be made without a written agreement between Chartered’s customer and
such customer’s contractor that, at a minimum, requires (i) a term of confidentiality
consistent with that set forth herein, and (ii) limits such contractor’s use of such
information in accordance with terms and conditions consistent with those set forth herein.


The remainder of the 2-Way Agreement, as amended, shall remain unchanged.




			
	 	 	 
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	Third Amended and Restated Amendment No. 3

November 17, 2006
	 	Execution Copy







IN WITNESS WHEREOF, the Parties hereto have caused this Amended and Restated Amendment No. 3 to be
executed by their duly authorized representatives as of the Effective Date.



	 	 	 
	Chartered Semiconductor Manufacturing 

Ltd
	 	International Business Machines

Corporation
	 	 	 
	By: /s/ Chia Song Hwee 

Name: Chia Song Hwee 

Title: President and CEO
	 	By: /s/ Bernard Meyerson

Name: Bernard Meyerson

Title: Vice President, Strategic Alliances,

IBM Systems & Technology Group
	 	 	 
	Date: 20/11/2006
	 	Date: Nov 20, 2006







	Enc: 	 	Attachment A, Statement of Work — 90nm 300mm CMOS 9SF Design Kit Models

Attachment B, Statement of Work — Exchange of Improvements

Attachment C, Statement of Work — Chartered Background Know How







			
	 	 	 
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	REDACTED 	 	CONFIDENTIAL TREATMENT REQUESTED

The portions of this document marked by “XXXXX” have been omitted and are

filed separately with the Securities and Exchange Commission.





			
	Third Amended and Restated Amendment No. 3

November 17, 2006
	 	Execution Copy






Attachment A




Statement of Work — XXXXXX




Under this SOW, the Parties will work together to develop software models for mutually
agreed-to foundry macros, cores, and other circuit blocks targeted for use by customers to augment
their designs for manufacture in CMOS 9SF and CMOS 9SF-LP, for the following tools according to
the following projected schedule:



XXXXXX




			
	 	 	 
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	Third Amended and Restated Amendment No. 3

November 17, 2006
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Attachment B




Statement of Work — Exchange of Improvements




Under this SOW, for the term of this Amended and Restated Amendment 3 as set forth in Section
8 above, the Parties will work together to exchange information regarding Design Kit Models and
Auxiliary 90nm Enablement, pursuant to the methodology for addressing enablement issues set forth
below:




	1.	 	Design Kit Models (90nm)






	 	•	 	DRC Runsets (Hercules and Calibre)
	 
	 	•	 	Post cheese and fill DRC Runset as available (Hercules and/or Calibre) — to be
developed pursuant to a schedule as agreed by the Technical Coordinators
	 
	 	•	 	LVS Runsets (Hercules and Calibre)
	 
	 	•	 	PEX Runsets (Star RCXT and Calibre XRC)






	2.	 	Auxiliary 90nm Enablement






	 	•	 	PEX Input Files
	 
	 	•	 	Regression Tests & Validation software for DRC
	 
	 	•	 	Regression Tests for Post Cheese and Fill DRC ) — to be developed pursuant to a
schedule as agreed by the Technical Coordinators
	 
	 	•	 	Regression Tests & Validation software for LVS
	 
	 	•	 	Regression Tests & Validation software for PEX
	 
	 	•	 	ESD Documentation Kit (GDS2 and documentation)
	 
	 	•	 	eFuse Documentation Kit (GDS2 and documentation)
	 
	 	•	 	Chip Kit (GDS2 for Guard ring & Alphanumerics)
	 
	 	•	 	Dual-Port SRAM cells and associated cells: GDS2 Layouts and models
	 
	 	•	 	Single-Port normal and dense SRAM cells and associated cells: GDS2 Layouts and models
(as defined in the SF Process Development and Cost Sharing Agreement)
	 
	 	•	 	Cadence Tech Files
	 
	 	•	 	Technology Design Manuals






			
	 	 	 
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	Third Amended and Restated Amendment No. 3

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	 	•	 	Model Reference Guides
	 
	 	•	 	Spice models (Hspice and Spectre)






	3.	 	Method of Addressing Enablement Issues





(A): Method of Addressing Technical Issues:




An “Issue Tracking” database and a “Notes Teamroom” method of submission will be established to
track all technical issues submitted by JDE parties. The JDE Party Coordinator is responsible to
establish and maintain such a database and provide JDE parties access to the JDE Teamroom. If an
issue is submitted by a party, the Party Coordinator is responsible to promptly notify the
appropriate Discipline Manager of the submission. The Discipline Manager is then responsible for
addressing any technical issue the JDE parties have relating to the deliverables, clarifying/
recognizing the issue, setting the priority, and sizing the effort to fix it. If the issue
involves technology redefinition or a change in content, the issue will be referred to the 65nm
Design Manual Review Board (DMRB) for resolution. Note: the DMRB has representatives from all JDA
companies.



	 	 	 
	Deliverable	 	Discipline Manager
	DRC Runsets & Regressions

	 	DRC Manager

	LVS Runsets & Regressions

	 	LVS Manager

	PEX Runsets & Regressions

	 	PEX Manager

	E-Fuse Kit

	 	E-Fuse Manager

	Chip Kit & Cadence Tech Files

	 	Library Manager

	Memory Cells

	 	SRAM Manager

	Device Models & Model Reference Guide

	 	Base & LP Model Managers


	Technology Design Manual
	 	Design Manual Manager






If the Discipline Manager is unable to resolve the conflict, the IBM Project Leader is responsible
to gather with other Co-Project Leaders to resolve. The IBM Project Leader will report quarterly
on issue status.



It is also the responsibility of the IBM Project Leader to coordinate with the Partner Co-Leaders,
and define a priority scheme that the development team should follow when an issue is raised by a
partner.



(For clarity, an example: if a DRC issue is raised by a party, it should be assigned a priority
level by the party, the necessary information should be supplied to the development team for a
detailed understanding, and within a specified time, an acceptance or rejection, with explanation,
should be reached by the development team. If accepted, an agreed to priority is then assigned.
According to the priority level, the issue should be appropriately scheduled for resolution. Each
priority should have a certain development expectation associated with it and that expectation
should be defined by the IBM Project Leader with agreement from all of the Co-Leaders.)




			
	 	 	 
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(B): Special Technical Case: DRC Interpretation Issue:




During DRC development, any conflicts in design rule interpretation will be handled thru the
development process defined in the diagram below. Once the Runset is released for distribution to
customers and parties, any further interpretation issues will be resolved by the DRC Manager in a
similar manner, involving the appropriate personnel to accurately resolve the interpretation issue
in a timely manner and, if needed, determine a priority and schedule for Runset correction.








C: Addressing Schedule Issues:




It is the responsibility of the IBM Project Leader to clearly state forward looking schedules to
the MCM and resolve any schedule/resource conflicts in achieving those stated goals. If, for some
reason, a re-adjustment of schedule is warranted, the IBM Project Leader will meet with JDE
Co-Leaders to resolve or achieve an acceptable alternate schedule.



D: Resources. The total employee resource to be provided by the parties for the foregoing
activities shall be included in such resources as are set forth in the 3-Way Enablement Agreement
and the 2-Way Enablement Agreement.



Neither Party will be responsible for model fixes or any other support regarding the results
of this SOW to the other Party at any time after the activities under this SOW are completed, and
in no




 







			
	 	 	 
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	Third Amended and Restated Amendment No. 3

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event shall either Party have any support obligations of any kind to the other Party’s
customers. Chartered is responsible to establish a Lotus Notes Team Room to enable IBM and
Chartered developers in sharing knowledge relating to the above activity. IBM is responsible to
maintain the ICC file sharing tool and allow appropriate Chartered engineers access to that system.
On a quarterly basis while conducting the development set forth in this SOW, Chartered and IBM
will jointly review model updates and synchronize models appropriately.



Chartered will be responsible for obtaining EDA tool licenses for the DRC, LVS, and extraction
tools, as well as any other third party tools as it may choose to utilize with or in conjunction
with the Design Kit Models.



This SOW does not include any licenses from either Party as to any EDA tools or other software
other than the tools set forth above.




			
	 	 	 
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	REDACTED 	 	CONFIDENTIAL TREATMENT REQUESTED

The portions of this document marked by “XXXXX” have been omitted and are

filed separately with the Securities and Exchange Commission.





			
	Third Amended and Restated Amendment No. 3

November 17, 2006
	 	Execution Copy







Attachment C




Statement of Work — XXXXXX




     XXXXXX





			
	 	 	 
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