**Exhibit 10.15**Herbert Smith**8 OCTOBER 2007** **AGREEMENT**for the sale and purchase of certain assets of**ATMEL NORTH TYNESIDE LIMITED** by and among**TAIWAN SEMICONDUCTOR MANUFACTURING COMPANY LIMITED,****ATMEL NORTH TYNESIDE LIMITED,**and**ATMEL CORPORATION** 1
 

 
**TABLE OF CONTENTS**       **Clause** **Headings** **Page**1. DEFINITIONS  1 2. INTERPRETATION  5 3. CONDITION  6 4. SALE AND PURCHASE  6 5. CONSIDERATION  7 6. ESCROW RELEASE  9 7. PRE-SIGNING DELIVERIES  9 8. POST-SIGNING COVENANTS  10 9. EMPLOYEES  13 10. HEALTH AND SAFETY  13 11. GUARANTEE  14 12. VAT  14 13. WARRANTIES BY THE SELLER  17 14. WARRANTIES BY THE PURCHASER  17 15. WARRANTIES BY THE GUARANTOR  17 16. LIMITATION OF LIABILITY  17 17. REMEDIES  20 18. THIRD PARTY CLAIMS  20 19. ANNOUNCEMENTS  21 20. CONFIDENTIALITY  21 21. OTHER PROVISIONS  22 22. NOTICES  24 23. LAW AND JURISDICTION  25 SCHEDULE 1 - WARRANTIES BY THE SELLER  27 SCHEDULE 2 - WARRANTIES BY THE PURCHASER  28 SCHEDULE 3 - WARRANTIES BY THE GUARANTOR  29 SCHEDULE 4 - TOOLS  30 
 

 
       **Clause**   **Headings** **Page**SCHEDULE 5 - SPARE PARTS  31 SCHEDULE 6 - RETAINED EQUIPMENT  32 SCHEDULE 7 - TOOL DELIVERY PROGRAMME  33 SCHEDULE 8 -  PRE-SIGNING DELIVERIES  36 SCHEDULE 9 - VAT EVIDENCE  37 SCHEDULE 10 - AGREED FORM DOCUMENTS  38 SCHEDULE 11 - SELLER’S BANK ACCOUNT  39 SCHEDULE 12 - PURCHASER’S BANK ACCOUNT  40 
 

 
**AGREEMENT FOR SALE AND PURCHASE OF CERTAIN ASSETS****DATE 8 OCTOBER 2007****PARTIES**(1) **TAIWAN SEMICONDUCTOR MANUFACTURING COMPANY LIMITED**(incorporated in Taiwan, Republic of China) the registered office/principal place ofbusiness of which is at 8 Li-Hsin 6 Road, Hsinchu Science Park, Hsinchu, Taiwan ROC 300-77(the **“Purchaser”)** (2) **ATMEL NORTH TYNESIDE LIMITED**(incorporated and registered in England and Wales under companynumber 04018730 the registered office of which is at Lacon House, Theobald’s Road, London WC1X8RW (the **“Seller”**); and (3) **ATMEL CORPORATION**(incorporated in the State of Delaware) the principal place of business ofwhich is at 2325 Orchard Parkway, San Jose, California 95131, USA (the **“Guarantor”).****IT IS AGREED AS FOLLOWS:****1.** **DEFINITIONS**   In this Agreement, the following definitions apply:   **“Accepted Non-Compliant Tool”**means any Tool which is a Failed Tool but which thePurchaser has accepted pursuant to Schedule 7 on the basis of the Reduced Tool Price andwhich has become a Purchaser’s Tool upon such acceptance;   **“Accepted Repaired Tool”**means any Tool which is a Failed Tool that is a Critical Tool butwhich the Purchaser has accepted pursuant to paragraph 10(c) of Schedule 7;   **“Accepted Tool”**means a Tool which has met or exceeded the Equipment Condition Baseline inthe Equipment Acceptance Test in accordance with Schedule 7;   **“Accessories”**means the ancillary systems related to the Tools as delivered by theoriginal equipment manufacturer for such Tools and that are in Seller’s possession; foreach Tool, “Accessories” include at least one complete pump set and may also include,without limitation, generators, chillers, heaters, gas cabinets, local scrubbers, pumpinglines, O3 generators and O3 destructors;   **“Agreed Form”**means in a form agreed by and signed by or on behalf of the applicable Partyor Parties;   **“Agreed Level”**shall have the meaning attributed to it in Schedule 7;   **“Appointed ECB Tester”**means an appropriately qualified employee of the Seller or theGuarantor;   **“Appointed ECB Witness”**means an appropriately qualified employee of the Purchaser;   **“Assets” means the Tools, Accessories, Manuals and Spare Parts;
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  **“Business Day”**means a day other than Saturday, Sunday or a day on which banks are authorised toclose in London;   **“Claim”**means a claim by the Purchaser against the Seller or the Guarantor under any provision ofthis Agreement, for breach of any of the Warranties or breach of any other provision of thisAgreement, or under, or for a breach of, any provision of any of the Related Agreements, or aclaim by the Seller or the Guarantor against Purchaser under, or for a breach of, any provision ofthis Agreement, or under, or for a breach of, any provision of any of the Related Agreements (asthe context may require);   **“Completion”**means the time at which (i) the Condition is satisfied pursuant to Clause 3 and (ii)the Transaction is then consummated;   **“Condition”**shall have the meaning attributed to it in Clause 3;   **“Consumables”**means all consumables relating to the Tools, including but not limited toquartzware, targets, gases, chemicals and other supplies;   **“Consumed Spare Parts”**means any Spare Parts are consumed and used by the Seller between the dateof this Agreement and the Production End Date;   **“Critical Tool”**means any Tool identified as a Critical Tool in the Tool List;   **“ECB Plan”**shall have the meaning attributed to it in Schedule 7;   **“Effective Date”**means the date on which this Agreement becomes unconditional following thesatisfaction of the Condition;   **“Employees”**means the persons employed by the Seller immediately prior to the date hereof and anyfurther persons employed by the Seller immediately before the Tri-Partite Agreement becomesunconditional under the terms therein;   **“Equipment Acceptance Test”**shall have the meaning set forth in Schedule 7;   **“Equipment Condition Baseline”**means the objectively measurable condition of each Tool as referredto in Schedule 7;   **“Escrow Account”**means the interest bearing deposit account details of which are set forth in theEscrow Agreement in the name of JP Morgan Chase whereby the Seller and the Purchaser which accountshall be established and regulated in accordance with the Escrow Agreement;   **“Escrow Agent”**means JP Morgan Chase as appointed pursuant to the Escrow Agreement;   **“Escrow Agreement”**means the joint escrow account agreement in Agreed Form relating to the EscrowAccount to be entered into and effective on or around the date hereof;   **“Escrow Interest”**shall have the meaningattributed to it in Clause 5.2;   **“Escrow ReleaseAmount”**shall have the meaning attributed to it in Clause 6.2;   **“Fab”** means the facility for the production and manufacture of semiconductor and related productslocated at the Premises;
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  **“Failed Tool”**is a Tool which fails to meet the Equipment Condition Baseline in an EquipmentAcceptance Test carried out pursuant to Schedule 7;   **“Final Escrow Release Date”**means the date on which the final payments are made from the EscrowAccount pursuant to the Escrow Agreement;   **“Final Spare Parts Inventory”**shall have the meaning attributed to it in Clause 5.5;   **“Governmental Entity”**means any supranational, national, international, state, municipal, local orforeign government, any instrumentality, subdivision, court, administrative agency or commissionor other governmental authority or instrumentality;   **“Guarantor’s Warranties”**means the warranties made by the Guarantor in this Agreement.   **“Initial Spare Parts Inventory”**shall have the meaning attributed to it in Clause 5.5;   **“Joint Escrow Instructions”**shall be any joint instructions of the Purchaser and the Seller to theEscrow Agent for release and payment of any amount to the Seller or the Purchaser from the EscrowAccount in the form set forth in Schedule 2 to the Escrow Agreement;   **“Last Spare Parts Transfer Date”**shall have the meaning set forth in Clause 5.5;   **“Law”** means any law, statute, order, code, ordinance, regulation, rule, policy, guidance,interpretation of the law or administrative practice of any Governmental Entity;   **“Liens”**means any mortgage, pledge, lien, encumbrance, hypothecation, security interest or othersecurity agreement or security arrangement;   **“Long Stop Date”**means 31 May 2008;   **“Losses”**means claims, losses, damages, liabilities and reasonable costs and expenses;   **“Manuals”**means any and all documents, references, and guides in the Seller’s possession thatexplain or describe (the operation or maintenance of the Tools;   **“Non Specific Spare Part”**shall have the meaning set forth in Clause 5.4.2;   **“Non Specific Spare Part Price”**shall have the meaning set forth in Clause 5.4.2;   **“OEM”** means the original equipment manufacturer of any relevant Tool;   **“Overrun”**means that the Purchaser’s Tools remain on the Premises after the Tool Removal CompletionDate;   **“Parties”**means, collectively, the Seller, the Purchaser and the Guarantor;   **“Party”**means, individually, the Seller, the Purchaser or the Guarantor, as the case may be;   **“Payment Date”**means the last Business Day of the month following the first Transfer Date and eachlast Business Day of each month thereafter until the Final Escrow Release Date.
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  **“Premises”**means leasehold property known as Land at Middle Engine Lane, Hadrian Business Park,Silverlink, Wallsend, Newcastle Upon Tyne, NE28 9NZ registered at the Land Registry under titlenumbers TY319516 and TY319520, including all buildings and erections thereon, but excluding theplot of land located near the parking area to the office building which is subject to the contractdated 15 November 2006 among (i) the Seller, (ii) Sandalbeech Limited and (iii) Honda Motor EuropeLimited;   **“Production End Date”**means 31 December 2007 (or such other date as may be agreed between thePurchaser and the Seller in writing);   **“Purchase Price”**shall have the meaning attributed to it in Clause 4.1;   **“Purchaser’s Bank Account”**means the bank account with the details set forth in Schedule 12attached hereto.   **“Purchaser’s Solicitors”**means Simmons & Simmons of CityPoint, One Ropemaker Street, LondonEC2Y 9SS;   **“Purchaser’s Tools”**means any Tool risk in and title to which has been transferred to thePurchaser on the relevant Transfer Date;   **“Purchaser’s Warranties”**means the warranties made by the Purchaser in this Agreement.   **“Reduced Critical Tool Price”**shall have the meaning attributed to it in Schedule 7;   **“Reduced Tool Price”**shall have the meaning attributed to it in Schedule 7;   **“Rejected Tool”**means any Tool that the risk in or title to such Tool remains with the Seller anddoes not pass to the Purchaser pursuant to this Agreement;   **“Related Agreements”**means the Tri-Partite Agreement and the Escrow Agreement;   **“Retained Equipment”**means all items of machinery, tools and any other assets set forth in thelist in Schedule 6 together with all other equipment and assets of whatever nature found on thePremises as of the date hereof but excluding any Tools, Spare Parts, Accessories and Manuals;   **“Sellers’ Solicitors”**means HerbertSmith of Exchange House, Primrose Street, London EC2A 2HS;   **“Seller’s Bank Account”**means the bank account with the details set forth in Schedule 11 attachedhereto;   **“Seller’s Warranties”**means the warranties made by the Seller in this Agreement;   **“Spare Parts”**means the stock of spare parts for the Tools set forth in Schedule 5, which scheduleshall be audited, amended and updated pursuant to the terms set forth in Clause 5.5;   **“Spare Parts Transfer Date”**shall have the meaning set forth in Clause 4.5;   **“Third PartyClaim”**shall have the meaning attributed to it in Clause 18;   **“Threshold Cost”**shall have the meaning attributed to it in Schedule 7;
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  **“Tool List”**means the list of Tools set forth in Schedule 4;   **“Tool Price”**means the part of the Purchase Price apportioned to each Tool and all of itsrelated Spare Parts, Accessories and Manuals, as set forth opposite that Tool in Schedule4;   **“Tool Removal Completion Date”**means 30 April 2008 (or such other date as may he agreedbetween the Purchaser and the Seller in writing);   **“Tool Removal Start Date”**means a date after the date of this Agreement that is no laterthan 1 January 2008 (or such other date as may be agreed between the Purchaser and theSeller in writing);   **“Tools”**means the equipment and tools of the Seller which are listed in Schedule 4 (andwhich definition shall not include Purchaser’s Tools);   **“Total Consumed Spare Parts”**shall have the meaning attributed to it in Clause 5.6;   **“Total Consumed Spare Parts Value”**shall have the meaning attributed to it in Clause 5.6;   **“Transaction”**means the transaction or series of transactions contemplated in thisAgreement and the Tri-Partite Agreement;   **“Transfer Date”**for any Tool means the date on which risk in and title to such Tool ispassed to the Purchaser as set forth in Schedule 7;   **“Transfer Regulations”**means The Transfer of Undertakings (Protection of Employment)Regulations 2006;   **“Tri-Partite Agreement”**means the agreement of even date herewith by and among thePurchaser, the Seller, the Guarantor, Highbridge Business Park Limited and HighbridgeProperties Plc;   **“VAT”** means United Kingdom value added tax; and   **“VATA”** means the Value Added Tax Act 1994. **2.** **INTERPRETATION** 2.1 In this Agreement: 2.1.1 the contents page(s) and clause headings are for convenience only and do notaffect its construction;  2.1.2 words denoting the singular include the plural and the other way round;  2.1.3 words denoting one gender include each gender and all genders;  2.1.4 general words shall not be given a restrictive meaning by reason of theirbeing preceded or followed by words indicating a particular class or examples of acts,matters or things; and  2.1.5 references to time and dates shall be references to the local time and thedate in London, United Kingdom.
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2.2 In this Agreement, unless otherwise specified or the context otherwise requires, areference to: 2.2.1 any reference to this Agreement includes the schedules, exhibits and otherattachments to it each of which forms part of this Agreement for all purposes;  2.2.2 a person is to be construed to include a reference to any individual, firm,partnership, company, corporation, association, organisation or trust (in each casewhether or not having a separate legal personality);  2.2.3 a document, instrument or agreement (including, without limitation,this Agreement) is a reference to any such document, instrument or agreement asmodified, amended, varied, supplemented or novated from time to time;  2.2.4 a clause or schedule (whether or not capitalised) is a reference to a clauseof or schedule to this Agreement and a reference to this Agreement includes itsschedules, exhibits and all other attachments hereto;  2.2.5 a paragraph is a reference to a paragraph of the schedule in which thereference appears;  2.2.6 any phrase introduced by the term **“include”, “including”, “in particular”**orany similar expression will be construed as illustrative and will not limit thesense of the words preceding or following that term;  2.2.7 a provision of any statute, statutory provision, European Community directiveor other legislation is to be construed as a reference to such provision as amended orre-enacted or as its application is modified from time to time (whether before or afterthe date of this Agreement) and shall include a reference to any provision of which itis a re-enactment (whether with or without modification) and to any orders, regulations,instruments or other subordinate legislation (and relevant codes of practice) madeunder the relevant statute or other legislation except to the extent that any amendmentor re-enactment coming into force after the date of this Agreement would increase orextend the liability of any Party to any other person under this Agreement; and  2.2.8 writing shall include any mode of reproducing words in a legible and permanentform.**3.** **CONDITION**   The sale and purchase of the Assets under this Agreement and the consummation of theTransaction are conditional on the Tri-Partite Agreement becoming unconditional subject tothe condition therein being satisfied (the**“Condition”)**.**4.** **SALE AND PURCHASE** 4.1 The Seller shall sell and transfer and the Purchaser shall purchase, free from Liens thelegal and beneficial title to the Assets for an aggregate consideration of US$82,000,000(eighty two million US dollars) (the **“Purchase Price”)**on the terms and subject to theconditions set forth in this Agreement.
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4.2 Risk in and title to the Tools shall pass to the Purchaser at the Premises on therelevant Transfer Date, each such Transfer Date to take place in accordance with theprocedure set forth in Schedule 7. 4.3 Risk in and title to the Accessories and Manuals relating to any Tool shall pass to thePurchaser at the Premises simultaneously with the transfer of risk in and title to therelevant Tool. 4.4 Risk in and title to the Spare Parts which relate and are specific to any Tool (as identifiedpursuant to Clause 4.2 and the audit of Spare Parts set forth in Clause 5.5) shall pass to thePurchaser at the Premises simultaneously with the transfer of risk in and title to therelevant Tool. 4.5 Risk in and title to the Non Specific Spare Parts shall pass to the Purchaser at the Premisesat the time of the removal of such Spare Parts by the Purchaser following the Production EndDate (the **“Spare Parts Transfer Date”)**. 4.6 For the avoidance of doubt the sale and purchase of the Assets and the Transaction shall notinclude the Retained Equipment and no title to such Retained Equipment shall pass as a resultof the Transaction or this Agreement, the Tri-Partite Agreement, the Escrow Agreement or anyother document referred thereto. **5.** **CONSIDERATION** 5.1 Subject to adjustment in accordance with the other provisions of this Clause 5, theconsideration for the sale and purchase of the Assets as contemplated herein shall be thePurchase Price (apportioned as set forth in Schedule 4) which shall be paid in cash as setforth in this Clause 5. 5.2 Within seven days of the date hereof the Purchaser shall pay by wire transfer in immediatelyavailable funds the full amount of the Purchase Price into the Escrow Account. Interest on themonies standing to the credit from time to time of the Escrow Account **(“Escrow Interest”)**shall accrue for the benefit of the Purchaser, but the Purchaser agrees that such EscrowInterest shall be paid or disbursed in accordance with the provisions in the Escrow Agreement. 5.3 The fees of the Escrow Agent being US$3,000 shall be borne equally by the Seller and thePurchaser. 5.4 Within 45 days following the date hereof the Purchaser and the Seller shall verify and agreethe allocation of the Purchase Price as set out in Schedule 4 as follows: 5.4.1 a Tool Price shall be determined for each Tool and all related Accessories,Manuals and Spare Parts;  5.4.2 a price (a **“Non Specific Spare Part Price”)**shall be determined for andallocated to each Spare Part which is not specific to any Tool (a **“Non Specific SparePart”)**;  5.4.3 the Tool Price for any Tool, and all related Accessories, Manuals and SpareParts may be nil. The Non Specific Spare Part Price for any Non Specific Spare Partshall be nil;
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 5.4.4 the aggregate of all Tool Prices and Non Specific Spare Part Prices shallnot exceed the Purchase Price.5.5 Within 45 days of the date of this Agreement, in order to identify the Spare Parts to betransferred to the Purchaser, the Seller shall perform an audit of its inventory of the SpareParts and amend, update or make any corrections to Schedule 5 as necessary and appropriate(the **“Initial Spare Parts Inventory”)**and shall submit such Initial Spare Parts Inventory tothe Purchaser for review. Such Initial Spare Parts Inventory shallinter alia determine allNon Specific Spare Parts and all Non Specific Spare Parts Prices. The Seller shall review andmaintain its record of inventory of Spare Parts on each Transfer Date or Spare Parts TransferDate and update Schedule 5 as necessary and appropriate, to take into account all spare parts(including Non Specific Spare Parts) as have been transferred to the Purchaser on any TransferDate or Spare Parts Transfer Date and any Consumed Spare Parts. On the **“Last Spare PartsTransfer Date”**(being the date on which risk in and title to the last remaining Spare Parts onthe Initial Spare Parts Inventory shall pass to the Purchaser and which shall be the later ofthe last Transfer Date or the last Spare Parts Transfer Date) the Seller shall perform a finalaudit of its inventory of Spare Parts and produce a final version of Schedule 5 containing theinventory of Spare Parts as of such Last Spare Parts Transfer Date, which shall specify allthe Spare Parts (including all Non Specific Spare Parts) which were transferred to thePurchaser and all Consumed Spare Parts (the **“Final Spare Parts Inventory”)**and shall submitsuch Final Spare Parts Inventory to the Purchaser for review. 5.6 At the time of the Final Spare Parts Inventory, the Seller and the Purchaser shall determine(i)  the aggregate number of Consumed Spare Parts by reference to all of the revised andupdatedversions of Schedule 5 and the difference (if any) between the Initial Spare PartsInventory and the Final Spare Parts Inventory (the **“Total Consumed Spare Parts”),**and (ii)the aggregate value for the Total Consumed Spare Parts (the **“Total Consumed Spare PartsValue”),**which shall be an amount calculated by multiplying (a) the number of TotalConsumed Spare Parts by (b) the market value for each unit of Consumed Spare Parts asdetermined by the Seller. 5.7 The Seller shall, at the discretion of the Purchaser, either (a) pay an amount to thePurchaser equal to the Total Consumed Spare Parts Value (which shall for these purposesinclude instructing the Escrow Agent to release from and pay out of the Escrow Account moniesto the Purchaser) or (b) provide the Purchaser with spare parts identical in all materialrespects to the Consumed Spare Parts, in either case in accordance with such mechanics as theParties shall agree between them acting reasonably. 5.8 If any Accepted Non-Compliant Tools become Purchaser’s Tools the aggregate Purchase Price andthe relevant Tool Price shall be deemed to be reduced by the difference between the relevantTool Price and the Reduced Tool Price paid by the Purchaser. 5.9 On the relevant Transfer Date relating to any Tool, the Tool Price for such Tool and allrelated Accessories, Manuals and Spare Parts shall be finally agreed by the Parties as theTool Price determined pursuant to this Clause 5. 5.10 The Parties agree and acknowledge that no Tool Price may be changed, amended or redeterminedfollowing such Transfer Date, and such Tool Price shall be final and binding on the Partiesfor all purposes. 5.11 The aggregate Purchase Price shall be reduced by the aggregate of the Tool Prices relating toeach Rejected Tool.
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**6.** **ESCROW RELEASE** 6.1 The Purchaser and the Seller shall use all reasonable endeavours to procure that the relevantpart of the Purchase Price due to the Seller on each Payment Date is released from, and paidout of, the Escrow Account to the Seller in the manner set forth below. 6.2 Four Business Days prior to any Payment Date, the Seller shall inform the Purchaser of theamount of the Purchase Price due to the Seller on the relevant Payment Date (the **“EscrowRelease Amount”),**such amount having been calculated by taking into account the following: 6.2.1 all Tools (including Accepted Non-Compliant Tools) which have becomePurchaser’s Tools, plus  6.2.2 all Spare Parts, Accessories and Manuals that relate to such Tools,  6.2.3 all Non Specific Spare Parts which have been transferred to the Purchaser; and  6.2.4 the relevant Tool Price and Non Specific Spare Part Price attributable toeach of the foregoing as calculated or determined in accordance with Clause 5;  in the period commencing on the date falling four Business Days prior to the previousPayment Date, or, only in the case of the first Payment Date, the Tool Removal Start Date,and ending on the date falling four Business Days prior to the relevant Payment Date (bothdates inclusive). 6.3 Within four Business Days after the Tool Removal Completion Date, or in the event of anOverrun within four Business Days after the Long Stop Date, the Seller shall inform thePurchaser of the amount of the Total Consumed Spare Parts to be deducted from any EscrowRelease Amount, such amount having been calculated pursuant to Clause 5.5.6.4 Except in the event of manifest error the Purchaser shall agree to the Escrow Release Amount. 6.5 One Business Day prior to the relevant Payment Date each of the Seller and the Purchasershall serve a counterpart of a Joint Escrow Instructions to the Escrow Agent in the AgreedForm containing the instruction to release from, and to pay out of, the Escrow Account to theSeller the Escrow Release Amount on the relevant Payment Date by electronic wire transfer offunds for same day value. 6.6 Subject to all amounts due to the Seller (including but not limited to any part of thePurchase Price) under this Agreement having been paid in full and credited to the Seller’sdesignated account, within 30 days after the Long Stop Date, the Purchaser shall be entitledto unilaterally instruct the Escrow Agent to release from, and pay out of, the Escrow Accountto the Purchaser, the entire amount standing to the credit of the Escrow Account as at thatdate together with the Escrow Interest. **7.** **PRE-SIGNING DELIVERIES**   The Parties acknowledge respective receipt (on or prior to the date hereof) of each of thedeliveries listed in Schedule 8 to this Agreement.
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**8.** **POST-SIGNING COVENANTS** 8.1 **Equipment Condition Baseline**   For each Tool, the Equipment Condition Baseline shall be established and the ECB Plan shallbe jointly agreed upon, as set forth in Schedule 7. 8.2 **Tool Shutdown and Removal** 8.2.1 The Seller and the Purchaser have agreed that the Tools shall be shutdown,disconnected and line-capped by the Seller and then removed from the Premises by thePurchaser in accordance with Schedule 7.  8.2.2 The Seller shall be responsible for the shutdown, disconnection andline-capping of the Tools prior to the relevant Transfer Date, and all costs,liabilities and expenses incurred in or related to such shutdown, disconnection andline-capping of the Tools shall be borne by the Seller.  8.2.3 Subject to the Seller’s obligations set forth in Clause 10 below, thePurchaser shall be responsible for removing and shall remove the Purchaser’s Tools,Spare Parts (excluding the Consumed Spare Parts), Accessories and Manuals on orfollowing the relevant Transfer Date and all costs, liabilities and expenses incurredin or related to removing the Purchaser’s Tools, Spare Parts (excluding the ConsumedSpare Parts), Accessories and Manuals, including but not limited to costs and expensesof removing, packing, crating, exporting and shipping the Tools, shall be borne by thePurchaser.  8.2.4 The Seller agrees to use all reasonable endeavours to procure that inaccordance with Schedule 7: (A) the first Tool shall have been disconnected, line-cappedand made available for removal by the Purchaser by no later than 1 January2008;  (B) 50 per cent (by number) of the Tools shall have beendisconnected, line-capped and made available for removal by the Purchaser byno later than 1 February 2008; and  (C) all of the Tools shall have been disconnected, line-cappedand made available for removal by the Purchaser by no later than 15 February2008. 8.2.5 Without prejudice to Clause 8.2.4, the Purchaser and the Seller shallundertake to procure that, in accordance with Schedule 7, all of the Tools shall havebecome Purchaser’s Tools or Rejected Tools, as the case may be, by the Tool RemovalCompletion Date, or in the event of an Overrun by the Long Stop Date.  8.2.6 If any Tools remain in the Premises on the Tool Removal Completion Date, inorder to permit the Purchaser and the Seller to complete the steps set forth inSchedule 7, during the Overrun Period, the Seller shall provide to the Purchaserreasonable access to and space within the Fab, as well as office space for housing thePurchaser’s employees and contractors.  8.2.7 In the event of an Overrun, the Seller and the Purchaser agree to apportionthe Overrun Fee (as defined below) between them on the following basis:
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 (A) For the purposes of this Clause 8.2.7, the following terms have the meanings set forthbelow:  ** **** ****“Extension Period”**means any period of time following the Long Stop Date during which thePurchaser and the Seller may continue to occupy the Premises for the purposes of, interalia, performing any works and activities (including removing the Tools from thePremises) under the Tri-Partite Agreement;  ** **** ****“Overrun Fee”** means the costs and expenses of renting the Premises and maintaining allutilities at the Premises during the Overrun Period, which shall include, withoutlimitation, electricity, gas, water, foul water and surface drainage, heating,ventilation and air-conditioning, smoke and fumes, signals, telecommunications (excludingcalls), satellite and data communications and all other utilities;  ** **** ****“Overrun Period”**means the period commencing on the date immediately following the ToolRemoval Completion Date and ending at the close of business on the Long Stop Date or thelast day of the Extension Period if applicable, and includes, for the avoidance of doubt,a Business Day and each day that is not a Business Day;  ** **** ****“Purchaser Overrun”**means an Overrun caused by or resulting from the Purchaser’s delay inremoving or failure to remove all of the Purchaser’s Tools from the Premises by the ToolRemoval Completion Date;  ** **** ****“Purchaser Overrun Day”**means, in the event of a Purchaser Overrun, each day or part of aday following the Tool Removal Completion Date that the Purchaser has failed to removeall of the Purchaser’s Tools in accordance with this Agreement;  ** **** ****“Purchaser Overrun Fee”**means the amount calculated by multiplying (i) the Overrun Fee by(ii) Purchaser’s Portion;  ** **** ****“Purchaser Overrun Reduced Fee”**means the amount calculated by multiplying (i) theOverrun Fee by (ii) Purchaser’s Reduced Portion;  ** **** ****“Purchaser’s Portion”**means the ratio, (i) the numerator of which is the total number ofPurchaser Overrun Days, and (ii) the denominator of which is the total number of daysduring the Overrun Period;  ** **** ****“Purchaser’s Reduced Portion”**means the ratio, (i) the numerator of which is the amountequal to the total number of Purchaser Overrun Days minus the total number ofSeller Overrun Days, and (ii) the denominator of which is the total number of days duringthe Overrun Period; and  ** **** ****“Seller Overrun”**means an Overrun caused by or resulting from the Seller’s delay insatisfying or failure to satisfy the requirements set forth under Clause 8.2.4(A),8.2.4(B) or 8.2.4(C) above (each, a **“Milestone,”**and each date referred to in aMilestone, a **“Milestone Date”);**and  ** **** ****“Seller Overrun Day”**means, in the event of a Seller Overrun, each day or part of a dayfollowing a Milestone Date that the Seller has failed to meet the relevant Milestone;provided, however, that when the Seller
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   meets the relevant Milestone, the day on which the Milestone is met andeach subsequent day thereafter before the next Milestone shall not beconsidered to be a Seller Overrun Day. (B) During the Overrun Period, the Seller shall be responsiblefor paying the total amount of the Overrun Fee to the respective utilityservice providers (or the landlord of the Premises as the case may be);provided, that the Purchaser shall be responsible for and shallreimburse and pay the Seller for any Purchaser Overrun Fee; provided,further, that in the event that a Purchaser Overrun is caused by orresults from a Seller Overrun, the Purchaser shall be responsible for andshall reimburse and pay the Seller for the Purchaser Overrun Reduced Fee.If at any time the Purchaser Overrun Reduced Fee shall be a negative numberby reason of the number of Seller Overrun Days exceeding the PurchaserOverrun Days, the Purchaser shall have no obligation to reimburse or pay theSeller under this Clause 8.2.7(B).  (C) As soon as practicable after the date of the lastPurchaser’s Tool to be removed from the Premises and in any event no laterthan the Long Stop Date, or in the event of an Extension Period the last dayof occupancy of the Premises, the Purchaser Overrun Fee or the PurchaserOverrun Reduced Fee, as the case may be, shall be payable to the Seller incash by wire transfer of immediately available funds to the Seller’s BankAccount.8.3 **Production End Date** 8.3.1 The Purchaser agrees and accepts that: (A) in respect of any Assets the Seller may at its own costcontinue to use such Assets for its production and operations until theearlier of the Production End Date or the Transfer Date relating to suchAssets and during such time the Seller shall use and maintain any Tools usedin a manner consistent with the Seller’s current practices as of the datehereof; provided that, if and to the extent that the Seller intendsto use the Assets after the Production End Date, it shall notify thePurchaser in advance;  (B) subject to Seller’s obligations in Clauses 5 as regardsConsumed Spare Parts, the Seller may use and consume any and all Spare Partsrelating to any such Tools in connection with its production and operations;and/or  (C) the Seller may use and consume any and all Consumables inconnection with its production and operations and the Seller shall have noobligation or liability to the Purchaser (i) to replace, provide or makeavailable any Consumables, or (ii) to reimburse or pay to the Purchaser inconnection with the Seller’s use and consumption of the Consumables.8.4 **Effect of Transfer Date or Tool Removal Completion Date** 8.4.1 In respect of any Tools from the date of this Agreement until the earlierof (i) the Tool Removal Completion Date (or in the event of an Overrun, the Long StopDate, or in the event of an Extension Period, the last day of the Extension Period)and (ii) the Transfer Date relating to such Tools, the Seller undertakes to thePurchaser that the Seller shall:
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 (A) maintain the Tools in a manner consistent with the Seller’s currentpractices as of the date hereof; and  (B) not sell, transfer or otherwise dispose of, or agree tosell, transfer or otherwise dispose of, or grant or agree to grant any optionin respect of any of the Tools (excluding any Rejected Tools) or any right orinterest in them (other than pursuant to this Agreement).8.5 **Procurement of Spare Parts**   If pursuant to Schedule 7 the Seller is required to procure any spare part or other itemsfor the repair, replace or refurbish and/or maintenance of any Failed Tool, the Purchasershall provide reasonable assistance and cooperation to the Seller to ensure that such partis sourced and delivered as soon as reasonably possible and at a reasonable cost to theSeller. 8.6 **Insurance**   For the period from: 8.6.1 the date of this Agreement up to and including the Effective Date, theSeller shall provide at its own cost the same level of insurance coverage asmaintained at the Premises and on the Tools as at the date of this Agreement; and  8.6.2 the Effective Date up to and including the Tool Removal Completion Date, orin the event of an Overrun, up to and including the Long Stop Date, or in the event ofan Extension Period, up to and including the last day of the Extension Period, theSeller shall provide at its own cost such commercially reasonable level of insurancecoverage for the Premises and the Tools as is reasonably satisfactory to thePurchaser.9. **EMPLOYEES**   It is acknowledged and agreed by each of the Parties that the Transfer Regulations will notapply to the sale and purchase of the Tools under this Agreement and that accordingly noEmployees will transfer to the Purchaser as a result of this Agreement and the Transaction. 10. **HEALTH AND SAFETY** 10.1 From the date of this Agreement until the Tool Removal Completion Date, or in the event of anOverrun until the Long Stop Date, the Seller agrees to maintain the clean room in a mannerconsistent with current practices as of the date hereof. 10.2 From the date of this Agreement until the Tool Removal Completion Date, or in the event of anOverrun until the Long Stop Date, or in the event of an Extension Period, until the last dayof the Extension Period: 10.2.1 in the event of any accident, damage or injury occurring at the Premises as a resultof shutdown or removal of the Tools as contemplated herein, the Seller shall implementand follow its emergency response procedures existing as of the date of thisAgreement; and
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 10.2.2 the Purchaser shall be subject to and shall comply with all security,access, environmental, health, safety and emergency response procedures of theSeller existing as of the date of this Agreement.**11.** **GUARANTEE** 11.1 In consideration of the Purchaser entering into this Agreement at the request of theGuarantor, as the Guarantor hereby acknowledges, the Guarantor unconditionally and irrevocablyguarantees to the Purchaser the observance and performance by the Seller of the Seller’sobligations to the Purchaser under this Agreement and agrees to pay any sum that become dueand payable (but remains unpaid by the Seller) which the Seller becomes liable to pay to thePurchaser under this Agreement. 11.2 The obligations of the Guarantor under Clause 11.1 above shall not be impaired by: 11.2.1 any extension of time, forbearance or concession by the Purchaser in taking steps toenforce the terms of this Agreement;  11.2.2 any disclaimer of this Agreement by a liquidator or trustee in bankruptcy of theSeller; or  11.2.3 the administration, insolvency or liquidation of the Seller.11.3 The guarantee contained in Clause 11.1 shall be a continuing guarantee and shall remain infull force and effect until all the Seller’s obligations to thePurchaser under thisAgreement have been duly performed or sums that have become due and payable to the Purchaser(but remain unpaid by the Seller) have been paid, whether by the Seller or the Guarantor. **12.** **VAT** 12.1 Except where otherwise specified, an obligation to pay any sum under this contract includesan obligation to pay VAT properly due on that sum or any part of it (against delivery of a VATinvoice), and all sums payable under this contract are exclusive of VAT payable on them. 12.2 The Purchaser and the Seller intend and expect that the sale of the Assets will be a zerorated export of goods under section 30 VATA. 12.3 The Purchaser warrants that it is not a taxable person for the purposes of VATA and does nothave a place of business in the UK from which taxable supplies are made. 12.4 The Purchaser shall ensure that the Purchaser’s Tools, the Spare Parts (excluding theConsumed Spare Parts), Accessories and Manuals are exported to a destination outside theEuropean Community within 3 months from the earliest of: 12.4.1 the Purchaser’s Tools, the Spare Parts (excluding the Consumed Spare Parts),Accessories and Manuals being made available to the Purchaser pursuant to Schedule 7;and  12.4.2 the date that the Purchase Price payable in respect of the Purchaser’s Tools, theSpare Parts (excluding the Consumed Spare Parts), Accessories and Manuals transferredon that Transfer Date is released from the Escrow Account pursuant to the Joint EscrowInstructions; or
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 12.4.3 in relation to any Accepted Non-Compliant Tools (including Accessories andManuals associated with such Accepted Non-Compliant Tools), the date that theReduced Tool Price is paid by the Purchaser;  (the **“Time Period”**), and shall, within the Time Period, provide the Seller with: (A) two items on either the “Official Evidence” list or the“Commercial Transport Evidence” list set forth in Schedule 9 which shall beinterpreted in accordance with HM Revenue & Customs Notice 703 — VAT: Exportof goods from the United Kingdom; and  (B) any further information or documentation reasonablyrequested by the Seller to enable the Seller to treat the supply of thePurchaser’s Tools, the Spare Parts (excluding the Consumed Spare Parts),Accessories and Manuals as a zero-rated supply.12.5 If the Purchaser fails to export the Purchaser’s Tools, the Spare Parts (excluding theConsumed Spare Parts), Accessories and Manuals or provide the evidence of export as requiredby Clause 12.4 above within the Time Period or if, for any other reason, the sale of any ofthe Assets is subject to VAT at the standard rate, then the Purchaser shall pay to the Seller,within four Business Days from the expiry of the Time Period, VAT at the standard rate on thePurchase Price payable in respect of such Assets together with any interest, penalty,surcharge or other sum demanded by HM Revenue & Customs (“Penalties”). The Purchaser shall payreasonable professional costs and expenses the Seller may incur in relation to such VAT andPenalties, provided that the Seller gives the Purchaser reasonable notice prior to incurringsuch costs and expenses, and, subject to Clause 12.6 and so far as permitted by Law, permitsthe Purchaser to control any appeal or related proceedings,provided that (a) the Purchasershall first indemnify and secure the Seller to their satisfaction against all losses(including any Penalties), costs, interest, damages and expenses which the Seller may soincur, (b) the Seller shall be entitled to participate in any such appeal or relatedproceedings at its own cost and expense (including legal counsel’s fees and costs ofinvestigation), and (c) the Purchaser shall not agree to any settlement or compromise of, oran entry of any judgment arising from, any such appeal or related proceedings except with theprior written consent of the Seller , such consent not to be unreasonably withheld or delayed. 12.6 At the Purchaser’s cost, the Seller shall take or cause to be taken any action as reasonablyrequested or that is reasonably necessary or appropriate to give effect to the provisions ofthis Clause 12 provided that such action is consistent with the following provisions of thisClause 12.6. 12.6.1 The Seller shall notify the Purchaser of any enquiry by HM Revenue & Customs intothe transactions contemplated under this Agreement, and of any determination orassessment by HM Revenue & Customs in respect of the same.  12.6.2 At the Purchaser’s cost, the Seller shall take such action and give such informationand assistance to give effect to the provisions of this Clause 12 as is reasonablyrequested by the Purchaser or that is reasonably necessary or appropriate to giveeffect to its provisions. For the avoidance of doubt, the Purchaser shall be entitledto require the Seller by written notice to avoid, resist or appeal any determinationor assessment by HM Revenue & Customs that VAT is due in relation to the transactionscontemplated under this Agreement provided that:
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 (A) the Seller shall not he obliged to appeal against any determination orassessment if, having given the Purchaser notice of such determination,the Purchaser has not, by the earlier of 14 days from receipt by theSeller of such notice, and 7 days prior to the expiry of any time forappeal, received instructions in writing from the Purchaser to do so; and  (B) the Seller shall not be obliged to comply with any requestof the Purchaser which involves contesting any determination or assessmentbefore any tribunal, court or other appellate body unless they have beenadvised in writing by leading VAT counsel instructed by agreement between thePurchaser and the Vendor (or failing agreement to be selected at the instanceof either party by the President for the time being of the General Council ofthe Bar of England and Wales) at the expense of the Purchaser that an appealagainst the assessment will, on the balance of probabilities, be successfuland a copy of such advice has been provided to the Seller; and  (C) the Seller shall not be obliged to take any action which inthe reasonable opinion of the Seller is likely to: (1) increase a liability to tax of any companyin the group of companies of which the Seller is for the time being amember; or  (2) interfere with the normal course ofbusiness of any such company; or  (3) materially prejudice such company’srelationship with HM Revenue and Customs. 12.6.3 If either the Seller is not obliged to take any action pursuant to any of theclauses 12.6.2(A), (B) or (C) or the Purchaser fails to respond to any written requestfor instructions from the Seller within 10 days of such request, the Seller shall befree to satisfy or settle the relevant enquiry, determination or assessment on suchterms as it may in its absolute discretion think fit and such satisfaction orsettlement shall be without prejudice to any liability of the Purchaser under thisAgreement.  12.6.4 The action which the Purchaser may request under this clause 12.6 shall include(without limitation) the Seller applying to postpone (so far as legally possible) thepayment of any tax but shall not include allowing the Purchaser to take on or takeover the conduct of any proceedings of whatsoever nature arising in connection withthe determination or assessment in question.  12.6.5 Notwithstanding anything in the Agreement, the Seller shall not be obliged to takeany steps under this clause 12.6 unless the Purchaser shall first indemnify and securethe Seller to their satisfaction against all losses (including any Penalties), costs,interest, damages and expenses which the Seller may so incur.12.7 If the Purchaser fails to pay any amount in respect of VAT when due to be paid to the Sellerpursuant to this Agreement, the Purchaser shall in addition pay interest on it at the rate offour per cent (4%) above the Bank of England base rate from the date that such payment waspayable until the date that the Purcahser makes actual payment to the Seller.
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12.8 If the Purchaser fails in any respect to comply with its obligations under this Clause12 as a direct or indirect result of which HM Revenue & Customs impose any interest, penaltyor surcharge on the Seller then the Purchaser shall immediately on demand pay to the Selleran amount equal to such interest, penalty or surcharge, and shall pay to the Seller anamount equal to any reasonable professional costs the Seller incurs in connection with theimposition. 12.9 To the extent that any sale pursuant to this Agreement is not a zero rated export of goodsunder section 30 VATA, the Seller or the Guarantor agrees to provide reasonable assistance andinformation, at the Purchaser’s cost, as the Purchaser shall reasonably require in seeking toreclaim any VAT charge to it under the terms of this Agreement from HM Revenue & Customs. **13.** **WARRANTIES BY THE SELLER** 13.1 The Seller warrants to the Purchaser in the terms of the statements set forth in Schedule 1as at the date of this Agreement. 13.2 The Seller acknowledges and accepts that the Purchaser in entering into this Agreement hasrelied on the Seller’s Warranties. 13.3 Each of the Seller’s Warranties shall be construed as a separate and independent provision. 13.4 The Seller’s Warranties are given subject to matters fairly disclosed. **14.** **WARRANTIES BY THE PURCHASER** 14.1 The Purchaser warrants to the Seller in the terms of the statements set forth in Schedule 2as at the date of this Agreement. 14.2 The Purchaser acknowledges and accepts that the Seller in entering into this Agreement hasrelied on the Purchaser’s Warranties. 14.3 Each of the Purchaser’s Warranties shall be construed as a separate and independentprovision. **15.** **WARRANTIES BY THE GUARANTOR** 15.1 The Guarantor warrants to the Seller in the terms of the statements set forth in Schedule 3as at the date of this Agreement. 15.2 The Guarantor acknowledges and accepts that the Seller in entering into this Agreement hasrelied on the Guarantor’s Warranties. 15.3 Each of the Guarantor’s Warranties shall be construed as a separate and independentprovision. **16.** **LIMITATION OF LIABILITY** 16.1 **Maximum amount of liability** 16.1.1 The combined, cumulative, aggregate, joint liability of the Seller and the Guarantor(for the avoidance of doubt the cumulative, aggregate, liability of the Seller plus
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   the cumulative, aggregate, liability of the Guarantor) for all Claims shall notexceed the Purchase Price (as amended in accordance with Clause 5); and  16.1.2 The cumulative, aggregate liability of the Purchaser for all Claims shall notexceed US$10 million.16.2 **De Minimis**   No Party shall have any liability in respect of a Claim unless the liability agreed ordetermined in respect of the Claim (excluding related interest and costs) exceedsUS$25,000 (twenty five thousand US dollars) 16.3 **Minimum amount of aggregate liability**   No Party shall have any liability in respect of a Claim unless the aggregate liabilityagreed or determined (excluding related interest and costs) in respect of all Claimsexceeding US$25,000 (twenty five thousand US dollars) per Claim as referred to in Clause16.2 exceeds US$100,000 (one hundred thousand US dollars) provided that if such aggregateliability exceeds US$100,000 (one hundred thousand US dollars), then the Party subject tosuch Claim shall be liable for the whole of the liability. 16.4 **Time limits**   Any claims made by a Party against another Party hereunder shall be made promptly when theclaiming Party becomes aware of the basis for or circumstances that may give rise to aClaim. No Party shall have any liability or obligation with respect to any Claim if itsdefence of the Claim is materially prejudiced because it received late notice or no noticeof the Claim from the claiming Party. No Claim shall be made against a Party unless noticein writing is given to the other Party or Parties by the claiming Party in accordance withthe notice provisions under Clause 22 of this Agreement on or before the date falling sixmonths after the Tool Removal Completion Date, or in the event of an Overrun, the LongStop Date, or in the event of an Extension Period, the last day of any Extension Period. AClaim in respect of which notice is given in accordance with this Clause shall, if it hasnot previously been satisfied, settled or withdrawn, be deemed to have been withdrawn andbe barred and unenforceable unless legal proceedings have been issued and served on theother Parties in respect of such Claim within six months after the date of such notice or,where the Claim is based on a contingent liability, within six months after such liabilityceases to be contingent. 16.5 **Exclusion of Claims** 16.5.1 No Party shall have any liability in respect of any Claim in relation to any matter: (A) fairly disclosed by such Party, with sufficient detail toidentify the nature of and extent of the matters so disclosed;  (B) actually known by the other Party or Parties prior to thedate of this Agreement;  (C) which would not have occurred but for any act, omission ortransaction on or after the date of this Agreement by or with the consent ofthe other Party or Parties. 16.5.2 The Purchaser specifically acknowledges and agrees that it shall have no Claimagainst the Seller or the Guarantor on any account whatsoever in relation to the
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   Assets or Consumables (whether on account of its state or condition, fitness forpurpose or otherwise) save as provided in Schedule 7.16.6 **No special loss**   No Party shall have liability under a Claim to the extent that such Claim constitutespunitive, incidental or special loss or damages, or losses or damages related to or arisingfrom any loss of profits, opportunity costs or financing costs, delay or change invaluation of any real property or other asset. 16.7 **Contingent Claims**   No Party shall have liability in respect of any Claim which is based upon a liabilitywhich is contingent only unless and until such contingent liability becomes an actualliability and is due and payable. 16.8 **No other warranties or covenants 16.8.1 The Purchaser acknowledges and agrees that it has made its own inquiry andinvestigation into, and, based thereon, has formed an independent judgment concerningthe Transaction, and the Purchaser has been furnished with or given sufficient accessto such information about the Assets, the Consumables, the Seller and its operationsand other information relevant to the Transaction.  16.8.2 The Purchaser acknowledges that, except as expressly set forth in this Agreement,there are no warranties of any kind, express or implied, by the Seller or any otheraffiliated companies of the Seller, including, without limitation, the Guarantor.  16.8.3 Notwithstanding anything to the contrary contained herein, no Party shall have anyliability in respect of any liability or loss: (A) to the extent that it arises or is increased as a result ofthe passing of, or a change in, any Law, interpretation of the Law oradministrative practice of any Governmental Entity, after the date of thisAgreement;  (B) if it would not have arisen but for any act, omission,transaction or arrangement carried out at the request of or with the writtenconsent of the other Party; or  (C) to the extent that it relates to any liability or loss forwhich the other Party or any of its affiliates makes recovery whether bycontribution, indemnity or insurance (except that no Party shall be requiredto make a claim under any insurance policy ahead of any Claim against theother Party if such insurance claim will result in a material increase ofthat Party’s insurance premiums).16.9 **No double recovery**   A Party is not entitled to recover damages or otherwise obtain payment, reimbursement orrestitution under this Agreement more than once in respect of the same loss or liability(other than a recurring loss or liability).
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16.10 **Non-applicability in the event of fraud or wilful misconduct**   The exclusions and limitations set forth in this Clause 16 shall not apply in relation toClaims which are the consequence of fraud or wilful misconduct by any Party.**17.** **REMEDIES** 17.1 A Party’s rights and remedies in respect of any Claim shall be limited only to damages forbreach of contract and as set forth in Clause 16. A Party shall not be entitled to (i)rescind orterminate this Agreement, the Tri-Partite Agreement, the Escrow Agreement or any of thedocuments referred thereto, (ii) void or otherwise challenge consummation of theTransaction or any portion thereof, or (iii) recover damages in tort, including pursuant toa claim for misrepresentation. 17.2 Nothing in this Agreement shall operate to reduce any Party’s common law duty to mitigateany loss giving rise to any Claim and for the avoidance of doubt each Party shall be under aduty so to mitigate. 17.3 The Purchaser agrees to waive any right or remedy which the Purchaser may have againstany Employee, consultant, representative, advisor or agent of the Seller or the Guarantor inconnection with any representation, warranty, agreement or statement by any such person inrelation to the Transaction, this Agreement, the Tri-Partite Agreement, the EscrowAgreement and any other document to be delivered or executed in connection therewith. TheSeller agrees to waive any right or remedy which the Seller may have against any employee,consultant, representative, advisor or agent of the Purchaser in connection with anyrepresentation, warranty, agreement or statement by any such person in relation to theTransaction, this Agreement, the Tri-Partite Agreement, the Escrow Agreement and anyother document to be delivered or executed in connection therewith. **18.** **THIRD PARTY CLAIMS**   A Party (the “**Indemnifying Party**”) shall promptly notify the other Parties of any claimsagainst the Indemnifying Party brought or threatened by any person (including anyGovernmental Entity) in respect of which the Indemnifying Party is or may be liable forLosses under this Agreement (each, a “**Third Party Claim**”). The Party receiving such notice(the “**Indemnified Party**”) may at its election undertake and conduct the defence of suchThird Party Claim with legal counsel that it selects, and the Indemnifying Party shall beentitled to participate in at its own cost and expense (including legal counsel’s fees andcosts of investigation), but not to determine, control or conduct, the defence of suchThird Party Claim. If the Indemnified Party has assumed the defence of a Third Party Claim,the Indemnifying Party shall not be liable for any costs and expenses (including legalcounsel’s fees and costs of investigation) subsequently incurred by the Indemnified Partyin connection with the defence of the Third Party Claim. The Indemnified Party shall notagree to any settlement or compromise of, or an entry of any judgment arising from, anysuch Third Party Claim except with the prior written consent of the Indemnifying Party,such consent not to be unreasonably withheld or delayed, even if such settlement orcompromise gives the claimant or the plaintiff to the Indemnifying Party a release fromliability in respect of such Third Party Claim.
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**19.** **ANNOUNCEMENTS** 19.1 Subject to Clause 19.2, each of the Parties undertakes that it shall not make anyannouncement or issue any circular or other publicity relating to the existence or subjectmatter of this Agreement without it being approved in writing by the other Parties as to itscontent, form and manner of publication (such approval not to be unreasonably withheld ordelayed). The Parties shall consult together upon the form of any such announcement orcircular in relation to the subject matter of this Agreement and each of the other Partiesshallpromptly provide such information and comment as the Party making the announcement orsending out the circular may from time to time reasonably request. 19.2 Any Party shall be permitted to make announcements relating to the existence or subjectmatter of this Agreement without it being approved in writing by the other Parties if and to the extent: 19.2.1 required by Law; or  19.2.2 required by any securities exchange or regulatory or any other GovernmentalEntity to which any Party is subject or submits, wherever situated.19.3 Nothing in this Clause 19 shall prohibit the Purchaser from engaging in private discussionswith select potential buyers for some but not all of the Purchaser’s Tools at any time afterthe Condition has been satisfied provided that any such private discussion is limited to themake, model, specification and general performance data of the relevant Purchaser’s Tools and doesnot involve the use of any public advertising. **20.** **CONFIDENTIALITY** 20.1 Subject to Clauses 20.2 and 20.3, the Seller, the Guarantor and the Purchaser each undertaketo treat as confidential, and not to disclose or use, directly or indirectly, for its own or anyother person’s benefit, all information obtained as a result of entering into or performing thisAgreement which relates either to the provisions of, or negotiations relating to, thisAgreement or to the business or affairs of the any Party. 20.2 A Party may disclose information which is subject to Clause 20.1 to its employees,professional advisers, auditors, and bankers. 20.3 A Party may disclose information which is subject to Clause 20.1 if and to the extent: 20.3.1 required by Law;  20.3.2 required by any securities exchange or regulatory or any other GovernmentalEntity to which any Party is subject or submits, wherever situated;  20.3.3 required to vest the full benefit of this Agreement in that Party or expresslycontemplated by this Agreement;  20.3.4 the information has come into the public domain through no fault of that party;  20.3.5 the information was already known to the relevant party at the time it was disclosedto it or otherwise obtained by it; or  20.3.6 the Party to whom it relates has given their consent in writing;
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   and any information to be disclosed pursuant to Clauses 20.3.1 or 20.3.2 shall be disclosedso far as is reasonably practicable only after prior consultation with each of the otherParties.**21.** **OTHER PROVISIONS** 21.1 **Costs**   Except as otherwise stated in this Agreement and any documents referred to in it, each ofthe Parties shall pay its own costs and expenses (including legal fees and VAT (if any))incurred by it in connection with the negotiation, preparation and execution of thisAgreement and all other documents referred to in it and the Transaction. 21.2 **Deductions and Withholdings** 21.2.1 For the purposes of this Clause 21.2:  ** **** **A **“UK Tax Paying Company”**shall mean, a company incorporated in England andWales, and resident for tax purposes, carrying on business and subject tocorporation tax, in the United Kingdom of Great Britain & Northern Ireland; and    the Seller shall be entitled in its absolute discretion: (A) to assess whether or not any deductions or withholdings arerequired by law and whether or not such deductions or withholdings would have beenrequired had the Purchaser been a UK Tax Paying Company;  (B) to assess (the extent to which an amount paid or due to thePurchaser under this Agreement would have been subject to UK corporation tax had thePurchaser been a UK Tax Paying Company; and   in both cases, to treat the Purchaser accordingly.21.2.2 Except as expressly provided in this Agreement, any amount payable under thisAgreement shall be paid free and clear of all deductions, withholdings,counter-claims or set-off whatsoever, save only as may be required by Law. 21.2.3 If, subject to Clause 21.2.1, any deductions or withholdings would be required bylaw to be made from any sums payable by the Seller to the Purchaser, the Sellershall be obliged to pay the Purchaser such amount as would, after the deduction orwithholding has been made, leave the Purchaser with the same amount as it wouldhave been entitled to receive in the absence of such requirement to make adeduction or withholding, unless the Seller would not have had to make suchdeductions or withholdings had the Purchaser been a UK Tax Paying Company. 21.2.4 If the Seller would be required by law to make a deduction orwithholding as is referred to in Clause 21.2.3, the Seller shall: (A) make such deduction or withholding;  (B) account for the full amount deducted or withheld to the relevant authority in accordance with applicable law; and  (C) provide to the Purchaser the original, or a certified copy, of a receipt or other documentation evidencing the above.
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 21.2.5 If, subject to Clause 21.2.1, any amount paid or due to the Purchaserunder this Agreement would be a taxable receipt of the Purchaser, then the amountso paid or due (the “**Net Amount**”) shall be increased to an amount which, aftersubtraction of the amount of any tax on such increased amount which arises, orwould but for the availability of any relief arise, shall equal the Net Amountprovided that if any payment is initially made on the basis that the amount isnot taxable in the hands of the Purchaser and it is subsequently determined thatit is, or vice versa, appropriate adjustments shall be made between the Purchaserand the Seller and provided further that the amount paid or due shall not beincreased to the extent that such increase would not have been necessary had thePurchaser been a UK Tax Paying Company.21.3 **Further assurance**   Each of the Parties shall, at its own expense, do, execute and perform all further acts,deeds, documents and things as may be reasonably requested from time to time in order toimplement all the provisions of this Agreement and to transfer the legal and beneficialtitle to the Assets in accordance with this Agreement. 21.4 **Variation**   Except for Schedule 5, which may be amended by the Seller pursuant to Clause 5.4 hereof,no variation of this Agreement shall be effective unless made in writing and signed by oron behalf of each of the Parties. 21.5 **Construction**   The Parties have participated jointly in the drafting and negotiation of this Agreement.This Agreement shall be construed as if drafted jointly by the Parties and no presumptionor burden of proof shall arise favouring or disfavouring any Party by virtue of theauthorship of any of the provisions herein. 21.6 **Entire agreement** 21.6.1 This Agreement and the Related Agreements contain the entire agreement inrelation to the matters contemplated by this Agreement and supersede any previousagreements or undertakings between or among the Parties in relation to suchmatters.  21.6.2 Each of the Parties acknowledges that in entering into this Agreement it has notrelied on any representation, warranty or undertaking not set forth in thisAgreement and that (in the absence of fraud) it will not have any right or remedyarising out of any such representation, warranty or undertaking.21.7 **Waivers and remedies** 21.7.1 No failure or delay to exercise, or other relaxation or indulgence granted inrelation to, any power, right or remedy under this Agreement shall operate as a waiver ofit or impair or prejudice it nor shall any single or partial exercise or waiver ofany power, right or remedy preclude its further exercise or the exercise of any otherpower, right or remedy.  21.7.2 All rights of any person contained in this Agreement are in addition to all rightsvested or to be vested in it pursuant to common law or statute.
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21.8 **Severability**   Each of the provisions of this Agreement is distinct and severable from the others and ifat any time one or more of such provisions is or becomes invalid, unlawful orunenforceable (whether wholly or to any extent), the validity, lawfulness andenforceability of the remaining provisions (or the same provision to any other extent)shall not in any way be affected or impaired. 21.9 **Successors**   This Agreement shall be binding on and enure to the benefit of each Party and its lawfulsuccessors. 21.10 **Assignment**   None of the Parties shall be entitled to assign or transfer any of its rights or benefitsunder this Agreement. 21.11 **Third party rights**   Nothing in this Agreement confers any rights on any person under the Contracts (Rights ofThird Parties) Act 1999 but this does not affect any right or remedy of any person whichexists or is available apart from that Act. 21.12 **Counterparts**   This Agreement may be executed in any number of counterparts, each of which shall bedeemed to be an original and which shall together constitute one and the same Agreement. **22.** **NOTICES** 22.1 Each party may give any notice or other communication under or in connection with thisAgreement by letter, facsimile transmission or electronic mail addressed to the other Party.The address for service of each Party shall be the address set forth in Clause 22.3 or suchother address for service as the addressee may from time to time notify to the other Partiesfor the purposes of this Clause. 22.2 Any such communication will be deemed to be served: 22.2.1 if personally delivered, at the time of delivery and, in proving service, it shallbe sufficient to produce a receipt for the notice signed by or on behalf of theaddressee;  22.2.2 if by letter, at noon on the tenth Business Day after such letter was posted (or, inthe case of airmail, five Business Days after such letter was posted) and, in provingservice, it shall be sufficient to prove that the letter was properly stampedfirst class (or airmail), addressed and delivered to the postal authorities;  22.2.3 if by overnight courier (such as Federal Express or DHL), on the third BusinessDay after such courier was dispatched, and in proving service, it shall besufficient to produce a tracking number or a receipt confirmation indicating that the courierwas dispatched and received by the recipient;
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 22.2.4 if by facsimile transmission, at noon on the Business Day after the day oftransmission and, in proving service, it shall be sufficient to produce a transmissionreport from the sender’s facsimile machine indicating that the facsimile was sent inits entirety to the recipient’s facsimile number; and  22.2.5 if by electronic mail, at noon on the Business Day after such communication wassent and, in proving service, it shall be sufficient to produce a computer printout indicating that the message was sent to the recipient’s electronic mail address.22.3 Details of each Party for service of notice are as follows:       Name: Atmel North Tyneside Limited (Seller)  Address: C/o Atmel Corporation    2325 Orchard Parkway    San Jose, California 95131    USA       Fax no: +1 408 436 4111  Electronic mail address: preutens@atmel.com andnyamaguchi@atmel.com  Tel no: + 1408 441 0311  Attention: Chief Legal Officer       Name: Taiwan Semiconductor Manufacturing Company  Address: Limited (Purchaser)    8 Li-Hsin 6 Road    Hsinchu Science Park    Hisinchu, Taiwan ROC       Fax no: +886-3-567-8689  Electronic mail address: Dick Thurston@tsmc.com  Tel no: +886-3-568-2002  Attention: Office of the General Counsel       Name: Atmel Corporation (Guarantor)  Address: 2325 Orchard Parkway    San Jose, California 95131    USA       Fax no: +1 408 436 4111  Electronic mail address: preutens@atmel.com andnyamaguchi@atmel.com  Tel no: +1 408 441 0311  Attention: Chief Legal Officer**23.** **LAW AND JURISDICTION** 23.1 This Agreement and all disputes or claims arising out of or in connection with it shall begoverned by, and construed in accordance with, English law. 23.2 Each Party hereby irrevocably submits to the exclusive jurisdiction of the courts of Englandand Wales in relation to any claim, dispute or difference concerning this Agreement and anymatter arising therefrom.
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23.3 Each of the Parties agrees that without preventing any other mode of service, anydocument in action (without limitation) may be served on any Party by being delivered to or left forthat Party at its address for service of notices under Clause 22; or (a) in the case of thePurchaser, by being delivered to its agent in accordance with Clause 23.3, marked, for so long as suchagent is Simmons & Simmons, “For the urgent attention of the Managing Partner, CorporateDepartment”, and (b) in the case of the Seller or the Guarantor, by being delivered to theiragent in accordance with Clause 23.4. 23.4 The Purchaser irrevocably appoints Simmons & Simmons of One Ropemaker Street, LondonEC2Y 9SS, United Kingdom, fax number +44 (0)20 7628 2070, as its agent to receive on itsbehalf in England or Wales service of any proceedings arising out of or in connection withthis Agreement. Such service shall be deemed completed on delivery to such agent (whetheror not it is forwarded to and received by the Purchaser) and shall be valid until such time aseach of the Seller and the Guarantor has received prior written notice that such agent hasceased to act as agent pursuant to this Clause. If for any reason such agent ceases to be ableto act as agent or no longer has an address in England or Wales, the Purchaser shall forthwithappoint a substitute acceptable to the Seller and the Guarantor (each acting reasonably) anddeliver to the Seller and the Guarantor the new agent’s name, address and fax number withinEngland and Wales. 23.5 As soon as reasonably practicable following signing, and in any event no later than tenBusiness Days following signing of this Agreement, each of the Seller and the Guarantorshall appoint an agent acceptable to the Purchaser (acting reasonably) and deliver to thePurchaser such agent’s name, address and fax number within England and Wales to receiveon its behalf in England or Wales service of any proceedings arising out of or in connectionwith this Agreement. Such service shall be deemed completed on delivery to such agent(whether or not it is forwarded to and received by the Seller or the Guarantor (as the casemay be)) and shall be valid until such time as the Purchaser has received prior written noticethat such agent has ceased to act as agent pursuant to this Clause. If for any reason such agentceases to be able to act as agent or no longer has an address in England or Wales, each ofthe Seller and the Guarantor shall forthwith appoint a substitute acceptable to the Purchaser(acting reasonably) and deliver to the Purchaser the new agent’s name, address and faxnumber within England and Wales.
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**AS WITNESS**of which this Agreement has been duly signed on the date written at the beginning ofthis Agreement.       Signedby Steven Laub  )   a director or officer duly authorised  )   for and on behalf of **ATMEL NORTH**)  /s/ Steven Laub**TYNESIDE LIMITED**  )  Director/OfficerSignatureof witness:                    /s/ Walt Lifsey   Name (in **BLOCK CAPITALS):** WALT LIFSEY   Address:          Signed bySteven Laub  )   a director or officer duly authorised  )   for and on behalf of **ATMEL**  )  /s/ Steven Laub**CORPORATION**  )  Director/OfficerSignatureofwitness:                    /s/Walt LifseyName (in**BLOCK CAPITALS**): WALT LIFSEYAddress:[*Signature Page to Asset Sale Agreement*]
 

 
       Signed byC.C. Wei )    a directoror officer duly authorised )    for and on behalf of **TAIWAN** )    **SEMICONDUCTOR** )    **MANUFACTURING COMPANY** )                /s/ C.C. Wei**LIMITED** )                Authorised Officer[*SignaturePage to Asset Sale Agreement*]
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