exv4wxiyxzy



 





			
	CONFIDENTIAL
	 	Exhibit 4(i)(Z)









Qimonda AG

Confidential Materials Omitted and Filed Separately with the

Securities and Exchange Commission.

Confidential Portions denoted by [***].






Product Purchase And Capacity Reservation Addendum #9




- hereinafter referred to as the “Addendum” -




by and between




Semiconductor Manufacturing International Corporation,




a Cayman Islands company,




having a place of business at No. 18 Zhangjiang Road, Pudong New Area,




201203 Shanghai, The People’s Republic of China




and




Semiconductor Manufacturing International (Shanghai) Corporation,




having an office at No. 18 Zhangjiang Road, Pudong New Area,




201203 Shanghai, The People’s Republic of China




- collectively, hereinafter referred to as “SMIC”-




and




Qimonda AG




having a place of business at Gustav-Heinemann-Ring 212, 81739 Munich, Germany




- hereinafter referred to as “Qimonda” -




- SMIC and Qimonda hereinafter collectively referred to as the “Parties” and severally referred to as a

“Party” -




1









 





CONFIDENTIAL




Preamble



WHEREAS, Infineon Technologies AG, Munich , Germany and SMIC, on December 4, 2002, entered into
that certain Know How Transfer Agreement, as amended several times, regarding Infineon’s DRAM
technologies for use in the manufacture by SMIC of certain DRAM products (the “Know How Transfer
Agreement”), that certain Product Purchasing and Capacity Reservation Agreement, as amended several
times, related thereto (the “Agreement”) and further, on March 19, 2004 into a Disclosure and
License Agreement;



WHEREAS, Infineon has assigned all such contracts to Qimonda;



WHEREAS, the Parties further wish to enter into this Addendum to set forth certain terms and
conditions for the supply of products by SMIC to Qimonda;



NOW, THEREFORE, the Parties agree as follows:




Article 1 — Purpose of this Addendum





	 	Due to negative Margins Qimonda and SMIC agree to change the Transfer Prices for all 300mm
Wafer starts from October 13th 2007 onwards to the scheme described in Annex 5.
The Transfer Price per Annex 5 shall be applicable as long as such respective Transfer Price
per Annex 5 is lower than the respective Transfer Price for the same Wafer of a particular
Contract Product according to Annex 1. As soon as a Transfer Price according to Annex 1 is,
for Wafers of a particular Contract Product, for one calendar month in average lower than
the Transfer Price per Annex 5, the Parties shall use for such month and thereafter again
the Transfer Price according to Annex 1.
	 
	 	Unless expressly set forth herein, the Agreement, including its Annexes, shall remain
unaltered and in full force and effect.





Article 2 — Definitions





	 	For the avoidance of doubt, definitions set forth in the Agreement which refer to the Know
How Transfer Agreement shall be understood as a reference to such Know How Transfer
Agreement as





2









 










CONFIDENTIAL





	 	 	amended by its most current Addendum. Capitalized terms not defined herein shall have the
meanings assigned to them in the Agreement.





Article 3 — Disposition of Risk Starts





	 	The following Section shall replace Section 3.1.5 of the Agreement:
	 
	 	Disposition of 80nm Risk Start Lots. SMIC shall start upon Qimonda’s request up to [***]
([***]) 80nm Wafers in total for the conversion from the 90nm to the 80nm Contract
Process or a higher number of Wafers to be mutually agreed between the Parties. The
Transfer Price (TP) for each such 80nm Wafer shall be calculated (1) as Non-Conforming
Products according to Annex 1, Section 9 based on the Transfer Price calculation
described in Annex 1, Section 11, but with a minimum cap of US$ to [***] per wafer or
(2) if the Transfer Price in Annex 5 is applicable due to Article 1 of this Addendum,
as Non-Conforming Products according to Annex 5, but with a minimum cap of US$ [***]
per wafer.





Article 4 — Changes to Annexes 





	4.1	 	Annex 5 of this Addendum shall be added to the Agreement.
	 
	4.2	 	The following sentence shall be added to Section 3 of Annex 2 of the Agreement:
	 
	 	 	If an SQ for the 512M T80 is reached in [***] and if the following respective
target yields are reached, then SMIC shall convert for each month in which such
respective target yield is reached the following volumes from 90nm to 80nm.





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Feb	 	Mar	 	Apr	 	May	 	Jun	 	(2008)
	FE-Yield

	 	 	[***]	%	 	 	[***]	%	 	 	[***]	%	 	 	[***]	%	 	 	[***]	%	 	 
	BE-Yield

	 	 	[***]	%	 	 	[***]	%	 	 	[***]	%	 	 	[***]	%	 	 	[***]	%	 	 
	Target yield

	 	 	[***]	%	 	 	[***]	%	 	 	[***]	%	 	 	[***]	%	 	 	[***]	%	 	 
	Wafer starts

	 	 	2500	 	 	 	3000	 	 	 	3000	 	 	 	6000	 	 	 	10000	 	 	 







	4.3	 	The following sentence shall be added as Section 4.5 to Annex 2 of the Agreement:
	 
	 	 	As long as the Transfer Price according to Annex 5 is applicable, Qimonda has no right to
adjust the volume according to Section 4 of this Annex 2.
	 
	 	 	Should during such pricing per Annex 5, the Transfer Price for Wafers of a particular
Contract Product drop to a level which does no longer cover SMIC’s variable manufacturing
cost for such Wafers, the Parties shall discuss in good faith a temporary reduction of
volume.




3









 











CONFIDENTIAL




Article 5 — Term and Termination





	 	 	This Addendum shall enter into force upon signature by both Parties.





Article 6 — Miscellaneous





	6.1	 	Public Announcement. No public announcement concerning the terms of this Addendum or
concerning the transactions described herein shall be made, either directly or indirectly,
without first obtaining the approval of the other Party and agreement upon the nature, text,
and timing of such announcement. The Party desiring to make any such public announcement shall
provide the other Party with a written copy of the proposed announcement in sufficient time
prior to public release to allow such other Party to determine whether they agree to such
announcement.
	 
	6.2	 	Annexes. Annexes 5, which is attached hereto, shall constitute an integral part hereof.
	 
	6.3	 	Counterparts. This Addendum may be executed in counterparts, each of which shall be deemed
to be an original.




IN WITNESS WHEREOF, the Parties hereto have caused this Addendum to be executed in duplicate by
their respective duly authorized representatives:




	 	 	 	 	 	 	 
	Semiconductor
Manufacturing International Corporation	Qimonda AG
	 
	 	 	 	 	 	 
	By:

	 	/s/ James Sung
	 	By:
	 	/s/ ppa Klaus Fleischmann
	 

	 	 
	 	 	 	 
	Name:

	 	James Sung
	 	Name:
	 	Klaus Fleischmann
	Title:

	 	Sr. Vice President M&S
	 	Title:
	 	VP Alliances
	Date:

	 	October 13, 2007
	 	Date:
	 	October 12, 2007
	 
	 	 	 	 	 	 
	By:

	 	/s/ Bembazzo Umberto
	 	By:
	 	/s/ Frank Tillner
	 

	 	 
	 	 	 	 
	Name:

	 	Bembazzo Umberto
	 	Name:
	 	Frank Tillner
	Title:

	 	VP & GM SMIC Europe
	 	Title:
	 	SVP Production
	Date:

	 	October 12, 2007
	 	Date:
	 	October 12, 2007






4









 






CONFIDENTIAL




Semiconductor Manufacturing International

(Shanghai) Corporation




	 	 	 	 	 
	By:

	 	/s/ James Sung
 

	 	 
	Name:

	 	James Sung	 	 
	Title:

	 	Sr. Vice President M&S	 	 
	Date:

	 	October 13, 2007	 	 
	 
	 	 	 	 
	By:

	 	/s/ Bembazzo Umberto
 

	 	 
	Name:

	 	Bembazzo Umberto	 	 
	Title:

	 	VP & GM SMIC Europe	 	 
	Date:

	 	October 12, 2007	 	 






5









 






CONFIDENTIAL




ANNEX 5




to the Product Purchase And Capacity Reservation Agreement and its Addendum #9




Transfer Price




[***]




6