##### 



Exhibit 10.14
 
 
 DATED 8 OCTOBER 2007




---



##### 



CONTENTS
 Clause
    
    Subject matter
    
    Page1.
    
    DEFINITIONS
    
    22.
    
    INTERPRETATION
    
    73.
    
    THE CONDITIONS
    
    84.
    
    SALE AND PURCHASE
    
    85.
    
    TITLE
    
    86.
    
    TITLE GUARANTEE
    
    97.
    
    MATTERS AFFECTING THE PROPERTY
    
    98.
    
    INSURANCE AND DAMAGE TO PROPERTY
    
    109.
    
    THE TRANSFER
    
    1010.
    
    COMPLETION
    
    1011.
    
    APPORTIONMENT OF PAYMENTS UNDER THE LEASE
    
    1212.
    
    APPORTIONMENT OF RENTS UNDER THE OCCUPATIONAL LEASES
    
    1213.
    
    EXCESS PROPERTY
    
    1214.
    
    ARREARS UNDER THE OCCUPATIONAL LEASES
    
    1215.
    
    VAT
    
    1316.
    
    MANAGEMENT
    
    1317.
    
    CAPITAL ALLOWANCES
    
    1418.
    
    COSTS
    
    1419.
    
    SUPPLY AND UTILITY AGREEMENTS
    
    1420.
    
    LIMITATION OF LIABILITY
    
    1521.
    
    BUYERS REMEDIES
    
    1622.
    
    ENTIRE AGREEMENT
    
    1623.
    
    ANNOUNCEMENTS
    
    1724.
    
    CONFIDENTIALITY
    
    1725.
    
    CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999
    
    1826.
    
    OTHER PROVISIONS
    
    1827.
    
    ATMEL GUARANTOR
    
    1928.
    
    HIGHBRIDGE GUARANTOR
    
    19SCHEDULE 1
    
    The Occupational Leases
    
    22SCHEDULE 2
    
    Form of an election in accordance with section 198 of the
Capital Allowances Act 2001
    
    24SCHEDULE 3
    
    Chattels List
    
    26SCHEDULE 4
    
    Form of Deed of assignment of Option Agreement
    
    27SCHEDULE 5
    
    Form of Deed
of Covenant for Phase I and Phase II
    
    28SCHEDULE 6
    
    Lease Back
    
    29SCHEDULE 7
    
    Transfers
    
    30SCHEDULE 8
    
    Conditional Option Agreement
    
    31




---



##### 



AGREEMENT FOR SALE AND PURCHASE OF PROPERTY
 DATE 8 OCTOBER 2007
 PARTIES
 (1)
    
    ATMEL NORTH TYNESIDE LIMITED (incorporated and registered in England and Wales under
company number 4018730), the registered office of which is at Lacon
House, Theobalds Road, London WC1X 8RW (theSeller);(2)
    
    ATMEL CORPORATION incorporated and registered in the State of Delaware, the principal
place of business of which is at 2325 Orchard Parkway, San Jose, California 95131, United
States of America (the Atmel Guarantor);(3)
    
    HIGHBRIDGE BUSINESS PARK LIMITED (incorporated and registered in England and Wales
under company number 3493084), the registered office of which is at 131 Edgware Road,
London W2 2AP (theBuyer); and(4)
    
    HIGHBRIDGE PROPERTIES PLC (incorporated and registered in England and Wales under
company number 02244773) the registered office of which is at 131 Edgware Road, London
W2 2AP (theHighbridge Guarantor).
 IT IS AGREED AS FOLLOWS:
 1.
    
    DEFINITIONS
 1.1
    
    In this Agreement the following definitions apply:
 Agreement
 means this agreement for the sale and purchase of the Property made and entered
into as of 8 October 2007 by and among the Seller, the Buyer, the Atmel Guarantor
and the Highbridge Guarantor;
 Arrears
 means the amounts due (if any) from the Tenants up to but excluding the
Completion Date (but which have not been received by the Seller or its agents as
cleared funds before the Completion Date);
 Asset Agreement
 means the agreement of even date herewith for the sale and purchase of certain
assets to be entered into between the Seller, Atmel Guarantor and Taiwan
Semiconductor Manufacturing Company Limited;
 2




---



##### 



Business Day
 means a day other than Saturday, Sunday or a day on which banks are authorised to
close in London;
 Buyers Solicitors
 means Macfarlanes of 10 Norwich Street, London, EC4A 1BD (Ref: Rachel Booth);
 Chattels
 means the items listed in Schedule3 to this Agreement;
 Claim
 means, (i) with respect to the Seller or the Atmel Guarantor, a claim by the Buyer
against the Seller or the Atmel Guarantor under, or for a breach of, any of the
provisions of this Agreement or under, or for a breach of, any of the provisions of
any of the Related Agreements including without limitation any indemnity claim under
clause19; and (ii) with respect to the Buyer or the Highbridge Guarantor and for the
purposes of clauses20.1 and 20.3, a claim by the Seller against the Buyer or the
Highbridge Guarantor under, or for a breach of any of the provisions of this
Agreement or under, or for a breach of, any of the provisions of any of the Related
Agreements including without limitation any indemnity claim under clause16.2, other
than any claim or claims associated with or arising from the Highbridge Activities
and the costs and expenses related thereto as set forth in clause26.1 to which no
limitation shall apply;
 Closing Conditions
 shall have the meaning set forth in clause10.1;
 Completion
 means the completion of the sale of the Property and the Chattels in accordance with
clause10;
 Completion Date
 shall have the meaning set forth in clause10.1;
 Completion Long Stop Date
 means 10 January 2008;
 Conditional Option Agreement
 means a conditional option agreement to be entered into between the Seller and the
Buyer in the form annexed at Schedule8;
 Condition Satisfaction Notice
 means the notice served by the Seller advising that the Tri-Partite Agreement has
become unconditional pursuant to clause 3.3 thereof;
 3




---



##### 



Conditions
 means the conditions in Part 1 of the Standard Commercial Property Conditions (Second
Edition);
 Contract Rate
 means four per cent above the base lending rate of HSBC Bank plc;
 Deed of Assignment
 means a deed of assignment of the option agreement dated 29 March 1996, in the form
annexed at Schedule4;
 Deeds of Covenant
 means the deeds of covenant in the form annexed at Schedule5 in relation to Phase I
and Phase II of the Property;
 Escrow Agreement
 means the agreement of even date herewith relating to an escrow account for the sale
and purchase of the Assets to be entered into among the Seller, Taiwan Semiconductor
Manufacturing Company Limited and JP Morgan;
 Excess Property
 means the land located near the parking area to the office building which is
currently the subject of the Sandalbeech Contract;
 Highbridge Activities
 means any works performed and all other action taken by either the Buyer, or the
Highbridge Guarantor, or any of the employees, contractors, consultants,
representatives or agents of the Buyer or the Highbridge Guarantor, related to
demolition, redevelopment and other works or activities in, on and around the Property
after the earlier of (i) the Long Stop Date (or if earlier, by the expiry or
termination of the Lease Back) and (ii) the date that the Seller no longer occupies
the Property or a portion thereof;
 Knowledge or Know
 in respect to any matter in question the actual knowledge of any director of the
Seller, having made reasonable enquiry of Craig Mclnnes;
 Lease Back
 means the lease (from which the security of tenure provisions of the Landlord and
Tenant Act 1954 are excluded) in the form annexed at Schedule6 to be entered into
between (1) the Buyer and (2) the Seller for the period from and including the
Completion Date to the Long Stop Date;
 4




---



##### 



Leases
 means:
 (a)
    
    an underlease dated 29 March 1996 and made between (1) Tyne and
Wear Development (Land) Company Limited (2) Abbey National March Leasing
(6) Limited and (3) The Council of the Borough of North Tyneside; and(b)
    
    an underlease dated 29 March 1996 and made between (1) Tyne and
Wear Development (Land) Company Limited (2) Siemens Plc and (3) The Council
of the Borough of North Tyneside;
 Long Stop Date
 means 31 May 2008;
 Occupational Leases
 means the leases and letting agreements listed in Schedule1;
 Pending Title Documents
 means:
 (a)
    
    the deed of variation/deed of surrender to be entered into between
the Seller and the Buyer as required by part (b) of the Title Condition as defined in the
Sandalbeech Contract;(b)
    
    the transfer to be entered into between the Seller and Sandalbeech
Limited pursuant to the terms of the Sandalbeech Contract; and(c)
    
    the deed of rectification to be entered into between the Seller and
the Buyer in relation to the incorrect reference to colours in the transfer dated 15
October 2002 between the Seller and the Buyer.
 Phase I
 means the part of the Property registered at the Land Registry under title number
TY319520;
 Phase II
 means the part of the Property registered at the Land Registry under title number
TY319516;
 Property
 means the leasehold property known as Land at Middle Engine Lane, Hadrian Business
Park, Silverlink, Wallsend, Newcastle upon Tyne NE28 9NZ as demised by the Leases and
registered at the Land Registry under title numbers TY319516 and TY319520 including
all buildings and erections thereon but excluding the Excess Property;
 Purchase Price
 means twenty one million pounds (£21,000,000) (exclusive of VAT);
 5




---



##### 



Related Agreements
 means all the agreements between or among any of the parties made in connection with
or contemplation of this Agreement and the Transaction contemplated in this
Agreement, including without limitation the Asset Agreement, the Tri-Partite
Agreement, the Escrow Agreement, the Lease Back, the Conditional Option Agreement and
the Share Sale Agreement;
 Sandalbeech Contract
 means the contract dated 15 November 2006 between (1) Atmel North Tyneside Limited,
(2) Sandalbeech Limited and (3) Honda Motor Europe Limited;
 Schedule of Condition
 means a full and detailed photographic schedule of condition fully and completely
detailing the condition of the Property;
 Sellers Solicitors
 means Nabarro of Lacon House, 84 Theobalds Road, London WC1X 8RW (Reference:
PD/AEB/SHJ/A1794/00016);
 Share Sale Agreement
 means the agreement of even date for the sale and purchase of the entire issued share
capital in each of Atmel North Tyneside Contractor One Limited and Atmel North
Tyneside Developer One Limited entered into between the Seller and the Buyer;
 Tenants
 means the tenants under the Occupational Leases;
 Transaction
 means the transaction or series of transactions contemplated under this Agreement and
the Related Agreements;
 Transfer
 means the transfer of the Property from the Seller to the Buyer in the forms annexed
at Schedule7;
 Tri-Partite Agreement
 means the agreement of even date herewith by and among (1) the Buyer, (2) the Seller,
(3) Taiwan Semiconductor Manufacturing Company Limited (4) the Atmel Guarantor and
(5) the Highbridge Guarantor;
 Utility Agreements
 means the agreements in relation to electricity, gas, water, foul water and surface
drainage, heating, ventilation and air-conditioning, smoke and fumes, signals,
telecommunications (excluding calls), satellite and data communications and all other
utilities;
 6




---



##### 



VAT
 means value added tax and/or any similar tax from time to time replacing it or
performing a similar fiscal function.
 1.2
    
    Words and phrases defined in the Conditions have the same meaning in this Agreement,
unless they have been defined in clause1.1.
 2.
    
    INTERPRETATION
 2.1
    
    In this Agreement:
 2.1.1
    
    the contents page(s) and clause headings are for convenience only and do not affect 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; and2.1.4
    
    general words shall not be given a restrictive meaning by reason of their being preceded
or followed by words indicating a particular class or examples of acts, matters or things.
 2.2
    
    In this Agreement, unless otherwise specified or the context otherwise requires, a reference
to:
 2.2.1
    
    a person is to be construed to include a reference to any individual, firm, partnership,
company, corporation, association, organisation or trust (in each case whether or not
having a separate legal personality);2.2.2
    
    a party is a reference to a party to this Agreement;2.2.3
    
    a document, instrument or agreement (including, without limitation, this Agreement) is a
reference to any such document, instrument or agreement as modified, amended, varied,
supplemented or novated from time to time;2.2.4
    
    a clause or schedule is a reference to a clause of or schedule to this Agreement and a
reference to this Agreement includes its schedules, exhibits and all other attachments
hereto;2.2.5
    
    a paragraph is a reference to a paragraph of the schedule in which the reference
appears;2.2.6
    
    any phrase introduced by the term include, including, in particular or any similar
expression will be construed as illustrative and will not limit the sense of the words
preceding or following that term;2.2.7
    

a provision of any statute, statutory provision, EC directive or other legislation is to be
construed as a reference to such provision as amended or re-enacted or as its
application is modified from time to time (whether before or after the date of this
Agreement) and shall include a reference to any provision of which it is a re-enactment
(whether with or without modification) and to any orders, regulations, instruments or
other
subordinate legislation (and relevant codes of practice) made under the relevant
statute
or other legislation except to the extent that any amendment or re-enactment coming
into
force after the date of this Agreement would increase or extend the liability of any
party to
any other person under this Agreement;
 7




---



##### 



2.2.8
    
    writing shall include any mode of reproducing words in a legible and permanent form.
 3.
    
    THE CONDITIONS
 3.1
    
    This Agreement incorporates the Conditions except to the extent that they are varied or
excluded by or are inconsistent with the terms set out in this Agreement.3.2
    
    Condition 1.3.2 is varied by the addition of the words at the address and with the reference
(if any) stated in the agreement after the words partys conveyancer.3.3
    
    Condition 1.3.3 does not apply and the following wording is substituted for it Transmission
by fax is a valid means of giving a notice or delivering a document where delivery of the
original document is not essential provided all relevant parts of the document or notice are
received by the intended recipient in a legible state. Conditions 1.3.5(c) and 1.3.7(e) do not
apply to this Agreement.3.4
    
    Conditions 1.2 and 3.2.1 do not apply to this Agreement.
 4.
    
    SALE AND PURCHASE
 4.1
    
    Concurrently with the execution of this Agreement, the Seller shall deliver, or cause to be
delivered, to the Buyer the Tri-Partite Agreement, duly executed by the Seller.4.2
    
    Concurrently with the execution of this Agreement, the Buyer shall deliver, or cause to be
delivered to the Seller the Tri-Partite Agreement, duly executed by the Buyer.4.3
    
    Effective as of the Completion Date, the Seller shall sell and the Buyer shall buy the Property
for the unexpired residue of the term of years granted by the Leases for the Purchase Price
and the Chattels in accordance with this Agreement.4.4
    
    On Completion:
 4.4.1
    
    the Buyer shall grant and the Seller shall accept the Lease Back;4.4.2
    
    the Buyer shall enter into the Deeds of Covenant;4.4.3
    
    the parties shall enter into the Deed of Assignment;4.4.4
    
    the parties shall enter into the Conditional Option Agreement referred to at clause 13;
and4.4.5
    
    the parties shall enter into the Transfer.
 5.
    
    TITLE
 5.1
    
    The Seller is registered at the Land Registry as proprietor of the Property with title
absolute, and the Buyer, having received from the Seller before the date of this Agreement a copy of
the Leases and a copy of the entries subsisting on the registers as at 21 August 2007 and
of the title plans of the Property and copies or abstracts of any documents noted on the
titles and copies of the Occupational Leases, the Buyer shall accept the Sellers title
without further enquiry or requisition other than in relation to any matters arising from
pre-completion corporate and property searches.
 8




---



##### 



5.2
    
    The Buyer shall not raise any objection to any provision in the Leases not
corresponding with any provision in any superior lease.
 6.
    
    TITLE GUARANTEE
 6.1
    
    The Seller shall transfer the Property with full title guarantee subject to the following
modifications:
 6.1.1
    
    the covenant set out in section 3(1) of the Law of Property (Miscellaneous Provisions) Act
1994 shall not extend to the words and could not reasonably be expected to in that
section;6.1.2
    
    the Seller shall not be liable under any of the covenants set out in section 3(2) of the Law
of Property (Miscellaneous Provisions) Act 1994; and6.1.3
    
    the Seller shall not be liable under any of the covenants set out in section 3 or section 4
of the Law of Property (Miscellaneous Provisions) Act 1994 for the consequences of any
breach of the terms of the Leases relating to the state or condition of the Property and the
Seller and the Buyer shall apply to the Registrar to enter a note on the register that the
operation of those covenants has been so limited.
 6.2
    
    Conditions 6.6.2 and 6.6.3 do not apply to this Agreement.
 7.
    
    MATTERS AFFECTING THE PROPERTY
 7.1
    
    The Seller having disclosed all such matters of which it has Knowledge, the Property is sold
subject to, and where applicable, with the benefit of:
 7.1.1
    
    the rents reserved by the Leases and the obligations and conditions on the tenant
contained or referred to in the Leases;7.1.2
    
    the matters contained or referred to in the registers as at 21 August 2007 maintained by
the Land Registry and the matters subject to which the Leases were granted and the
Pending Title Documents;7.1.3
    
    the obligations and rights contained in the Occupational Leases;7.1.4
    
    all matters discoverable by inspection of the Property before the date of this Agreement;7.1.5
    
    all matters relating to the Property which the Seller does not Know about or does not
have reason to Know about as of the Completion Date;7.1.6
    
    entries in any public register (whether made before or after the date of this Agreement);7.1.7
    
    public requirements and any matters arising by virtue of any legislation;7.1.8
    
    any unregistered interests which fall within any of the paragraphs of Schedule 3 of the
Land Registration Act 2002 (when read together with paragraphs 7 to 13 of Schedule 12
of that Act);7.1.9
    
    all matters disclosed or which would be disclosed by searches or as a result of enquiries
(formal or informal, and whether made in person, in writing or orally) made by or for
the Buyer or which a prudent buyer ought to make,
 and otherwise free from incumbrances.
 9




---



##### 



7.2
    
    The Buyer will be deemed to take the Property with full knowledge of the matters
subject to
which the Property is sold, and shall not make any requisition or claim in respect of any of
them save in respect of any matters arising from pre-completion corporate and property
searches.7.3
    
    Conditions 3.1.1 and 3.1.2 do not apply to this Agreement.
 8.
    
    INSURANCE AND DAMAGE TO PROPERTY
 8.1
    
    The Seller shall insure the Property until the Completion Date.8.2
    
    The Seller shall not be responsible for any deficiency in the amount insured or inadequacy of
the risks covered but the Seller shall increase the amount or extent of the cover at the
request and sole cost of the Buyer if the insurers agree.8.3
    
    If before the Completion Date, the Property suffers loss or damage, the Seller shall pay to
the Buyer on the Completion Date the amount of any policy monies for such loss or damage
which the Seller has received so far as they are not applied in reinstating or repairing the
Property and if no final payment has been received by the Seller by the Completion Date, the
Seller shall assign to the Buyer, at the Buyers expense, all rights to claim for such loss or
damage under the policy and pending execution of the assignment, the Seller will hold any
policy monies received for such loss or damage in trust for the Buyer.8.4
    
    Condition 7 does not apply to this Agreement.8.5
    
    In the event of any damage to the Property, (whether by a risk which is covered by insurance
or not), the Buyer shall have no right to rescind this Agreement.
 9.
    
    THE TRANSFER
 9.1
    
    The Seller shall not be required to transfer the Leases otherwise than as a whole and to the
Buyer at the Purchase Price. For the avoidance of doubt, the transfer of the Leases will not
occur until the Seller receives the Purchase Price in accordance with clause10.3.9.2
    
    The Buyer shall, at its own cost execute the Transfer as a deed in duplicate and shall deliver
the duplicate to the Sellers Solicitors on the Completion Date.9.3
    
    The Transfer will be in the form of the draft annexed to this Agreement at Schedule7.9.4
    
    Conditions 6.2 and 6.3 do not apply to this Agreement.
 10.
    
    COMPLETION
 10.1
    
    Completion of the sale and purchase of the Property and the Chattels is conditional upon:
 10.1.1
    
    the Seller serving the Condition Satisfaction Notice prior to the Completion Long Stop
Date; and10.1.2
    
    the removal of entry 6 and 8 subsisting on the Charges Register of title number
TY319520 as at 21 August 2007.(together being the Closing Conditions).
 10




---



##### 



10.2
    
    The Seller shall use reasonable endeavours to procure the removal of entry 6 and 8
subsisting on the Charges Register of title number TY319520 as at 21 August 2007.10.3
    
    If prior to the Completion Long Stop Date the Closing Conditions are not satisfied and
Completion has not occurred, the Seller or the Buyer may terminate this Agreement by
giving written notice to the other whereupon this Agreement shall terminate with immediate
effect and the Seller and the Buyer shall have no rights or obligations whatsoever pursuant
to or under this Agreement or any of the Related Agreements.10.4
    
    Completion shall take place on the second Business Day following servicing of the Condition
Satisfaction Notice pursuant to clause 3.3 of the Tri-Partite Agreement (the Completion
Date). On the Completion Date, the Buyer shall pay the Purchase Price to the Seller in full
by direct credit and wire transfer of immediately available funds from the Buyers Solicitors
client account to the Sellers Solicitors client account.10.5
    
    Conditions 8.1.1, 8.2 and 8.3.2(a) do not apply.10.6
    
    Condition 8.1.2 is varied by the deletion of the words after 2 p.m. and the addition of the
words by the bank account specified by the Sellers Solicitors for the purpose after 1.30pm,
in their place and by the addition of the words (as amended or supplemented by this
agreement) after the words 8.3 and 9.3.10.7
    
    Condition 8.1.3(b) is varied by the deletion of 1.30p.m. as the stipulated time and the
substitution of 12 noon.10.8
    
    Upon Completion the Seller shall deliver or procure to be delivered to the Buyer the
following:
 10.8.1
    
    the original of this Agreement duly executed by an authorised representative of the Seller;10.8.2
    
    the original Transfer duly executed by the Seller;10.8.3
    
    the original Lease Back duly executed by the Seller;10.8.4
    
    originals (or where originals are not available copies) of the title and tenancy documents;10.8.5
    
    the original Deed of Assignment duly executed by the Seller; and10.8.6
    
    the original Conditional Option Agreement duly executed by the Seller pursuant to clause
13.
 10.9
    
    Upon Completion the Buyer shall deliver or procure to be delivered to the Seller the
following:
 10.9.1
    
    the original of this Agreement duly executed by the Buyer;10.9.2
    
    the original Transfer duly executed by the Buyer;10.9.3
    
    the original Lease Back duly executed by the Buyer;10.9.4
    
    the original Deeds of Covenant duly executed by the Buyer;10.9.5
    
    the original Deed of Assignment duly executed by the Buyer; and10.9.6
    
    the original Conditional Option Agreement duly executed by the Buyer pursuant to clause
13.
 11




---



##### 



11.
    
    APPORTIONMENT OF PAYMENTS UNDER THE LEASEThere will be no apportionment of any rent due under the Leases.12.
    
    APPORTIONMENT OF RENTS UNDER THE OCCUPATIONAL LEASESThere will be no apportionment of any rent, service charge or other sums received by the
Seller under the Occupational Leases until the Completion Date and the Seller shall be
entitled to receive and retain all such rent, service charge or other sums up until the
Completion Date. With effect from and including the Completion date, the Buyer shall be fully
entitled to receive and retain all such rent, service charge or other sums under the
Occupational Leases and the Seller shall transfer and assign to the Buyer all rights and
obligations under such Occupational Leases as of the Completion Date.13.
    
    EXCESS PROPERTY
 13.1
    
    The Buyer will use reasonable endeavours to assist the Seller in satisfying parts (b) and (c)
of the Title Condition as defined in the Sandalbeech Contract.13.2
    
    The parties will enter into the Conditional Option Agreement relating to the Excess Property
on the Completion Date in the form of the draft annexed at Schedule 8.13.3
    
    If the Sandalbeech Contract is determined and the Buyer falls to exercise the option
pursuant to clause 4 of the Conditional Option Agreement, the Buyer shall forthwith enter
into a deed with the Seller in substantially the form contained at Annexure C of the
Sandalbeech Contract save for the following amendments:
 13.3.1
    
    the Buyer shall be substituted as the first party to the deed; and13.3.2
    
    the Seller shall be substituted as the second party to the deed; and13.3.3
    
    all references in the deed to the first and second parties to the deed shall be amended
accordingly; and13.3.4
    
    the reference to Buyer in clause 3.2 in the deed shall be amended to the Seller.
 14.
    
    ARREARS UNDER THE OCCUPATIONAL LEASES
 14.1
    
    This clause applies if and only if any sums are Arrears.14.2
    
    Neither the Seller or the Buyer shall be obliged to pay or allow to the other on Completion
any Arrears in respect of the period after the Completion Date.14.3
    
    The Seller shall have all rights to the Arrears.14.4
    
    If the Buyer receives any sum from a Tenant (or any guarantor of a Tenant) in respect of any
Arrears it shall as soon as reasonably practicable pay that sum to the Seller.14.5
    
    The Seller shall be entitled to a sum equal to:
 14.5.1
    
    all VAT in respect of which the Seller has issued or is obliged to issue a VAT invoice; and14.5.2
    
    all Arrears.
 12




---



##### 



14.6
    
    Conditions 8.3.7 and 8.3.8 do not apply to this Agreement.
 15.
    
    VAT
 15.1
    
    The Buyer will pay to the Seller an amount equal to the VAT on the Purchase Price (subject
to the Seller providing the Buyer with a valid VAT invoice) on the date which is the earlier of:
 15.1.1
    
    three (3) Business Days before the last date on which the Seller is required to account to
HM Revenue & Customs for that VAT without incurring a liability to any interest, penalty
or surcharge; and15.1.2
    
    three (3) Business Days after the Buyer has recovered that VAT from HM Revenue &
Customs through its VAT return.
 15.2
    
    Condition 1.4 does not apply to this Agreement.
 16.
    
    MANAGEMENT
 16.1
    
    The Seller shall manage the Property until the Completion Date in accordance with the
principles of good estate management. The Seller shall not, without the Buyers written
consent, not to be unreasonably withheld or delayed or given subject to any unreasonable
condition:
 16.1.1
    
    grant or agree to grant any lease, tenancy or occupational licence of the Property;16.1.2
    
    agree to terms for, or the form of, any lease, tenancy, occupational licence or consent
relating to the Property;16.1.3
    
    grant or agree to grant any licence or consent under any Occupational Lease;16.1.4
    
    agree to any reviewed rent under any Occupational Lease;16.1.5
    
    accept or agree to accept a surrender of any tenancy created by an Occupational Lease;16.1.6
    
    commence any proceedings against a tenant (except in connection with any sums due
but unpaid under an Occupational Lease) or serve any notice or schedule of
dilapidations
on any tenant nor take any steps pursuant to the Landlord and Tenant Act 1954 or the
subsequent negotiation of any renewal lease;
 16.2
    
    The Buyer shall indemnify the Seller against any claim for breach of duty made against the
Seller under the Landlord and Tenant Act 1988, or under any Occupational Lease, in respect
of any matter which the Buyer is obliged to refer to the Seller under the terms of clause 16.1,
and the claim arises as a result of any act, default or omission of the Buyer or any objection
or condition made by the Buyer.16.3
    
    The Seller will use reasonable endeavours to complete the Occupational Leases referred to
at numbers 26 and 28 of Schedule 1 on terms that are contracted out of the security of
tenure provisions of the Landlord and Tenant Act 1954.16.4
    
    The Seller will, at the Buyers cost, assist the Buyer in supplying background information as
to the occupation by Silverlink Software Limited of Room 1, Level 1; Room 8, Level 1 and
Room 9/10 Level 1 of the office building on the Property as referred to at number 27 of
Schedule 1 including, where practicable, statutory declarations.
 13




---



##### 



17.
    
    CAPITAL ALLOWANCES
 17.1
    
    In this clause Elected Plantmeans plant and machinery (within the meaning of the Capital
Allowances Act 2001 (CAA)) which constitutes fixtures and on which the Seller has
claimed or will claim capital allowances and in respect of which it has to bring a disposal
value into the computation of its corporation or income tax (as the case may be) by reason of
this sale.17.2
    
    In this clause Officemeans that part of the Property subject to the Occupational Leases
and Factorymeans all of the Property except for the Office.17.3
    
    The Seller and the Buyer agree that the part of the Purchase Price attributable to the Elected
Plant in the Factory is one pound (£1).17.4
    
    On the Completion Date the Seller and the Buyer shall each hand the other a signed election
under section 198 of the CAA in respect of the Elected Plant in the Factory in the form set
out in Schedule2.17.5
    
    The Seller and the Buyer will work together in good faith to agree the part of the Purchase
Price which is to be attributed to the Elected Plant in the Office, it being acknowledged
that
such apportionment should not be such as would give rise to a balancing charge on the
Seller if such a balancing charge would give rise to a UK tax liability. Any costs
incurred in
this exercise will be for the account of the Buyer (but, the Seller shall not incur any
such
costs without the Buyers consent). As soon as such apportionment is agreed the Seller and
the Buyer shall each hand the other a signed election under section 198 of the CAA 2001 in
respect of the Elected Plant in the Office with an apportionment of the agreed amount to
that
Elected Plant. If the Seller and the Buyer cannot agree this apportionment within a year
of
the Completion Date then the Seller and the Buyer shall each hand the other a signed
election under section 198 of the CAA 2001 in respect of the Elected Plant in the Office
with
an apportionment of £1 to that Elected Plant.
 18.
    
    COSTS
 18.1
    
    The relevant party shall reimburse the other for any costs (including reasonable and proper
legal costs) which the other incurs on or after the Completion Date in respect of any steps
taken to enforce or complete this Agreement, including the preparation and service of any
notice to complete.18.2
    
    Any obligation to pay costs includes an obligation to pay associated disbursements and
other fees and expenses and includes an obligation to pay an amount equal to VAT on such
costs, disbursements, fees and expenses which is irrecoverable by the party incurring the
costs.
 19.
    
    SUPPLY AND UTILITY AGREEMENTS
 19.1
    
    The Seller shall terminate all supply and utility agreements relating to the Property as of
the Long Stop Date (or if earlier by the expiry or termination of the Lease Back) unless
otherwise required by the Buyer and the Seller and shall meet all costs, liabilities and
expenses thereby arising. If so required by the Buyer, the Seller (at the Sellers cost) shall
give all
 
 14




---



##### 



reasonable assistance in procuring the transfer to or novation by the Buyer of all or any
of such supply and/or utility agreements.19.2
    
    In relation to the Utility Agreements, in the event that the Seller has not terminated any
such Utility Agreements (in breach of its obligations in clause 19.1) as of the Long Stop
Date (or if earlier by the expiry or termination of the Lease Back) and the Buyer is charged
by the utility service provider for amounts payable under those agreements, the Seller shall
indemnify the Buyer for the difference between (i) the amount payable under such agreement
for the period between the Long Stop Date (or if earlier the expiry or termination of the
Lease Back) and the date of termination of such agreement and (ii) the amount of actual usage
applicable to the period between the Long Stop Date (or if earlier the expiry or termination
of the Lease Back) and the date of termination of such agreement.
 20.
    
    LIMITATION OF LIABILITY
 20.1
    
    Maximum amount of liabilitySubject to the other terms of this Agreement, the combined, cumulative, aggregate, joint
liability of the Seller and the Atmel Guarantor (for the avoidance of doubt the
cumulative and aggregate liability of the Seller plus the cumulative and aggregate
liability of the Atmel Guarantor) for all Claims (as defined in this Agreement) or
otherwise under this Agreement shall not exceed the Purchase Price. Subject to the other
terms of this Agreement, the combined, cumulative, aggregate, joint liability of the
Buyer and the Highbridge Guarantor (for the avoidance of doubt the cumulative and
aggregate liability of the Buyer plus the cumulative and aggregate liability of the
Highbridge Guarantor) for all Claims shall not exceed £5,000,000.20.2
    
    Time limitsNo Claim shall be made against any party hereto unless notice in writing is given to the
other parties and the Claim is brought against such other parties within three years from
the date of this Agreement and legal proceedings have been issued and served on such
other parties within six months after the date of such notice (the
Expiration Date).
Provided that any Claim pending on the Expiration Date for which a notice has been given
within three years from the date hereof may continue to be asserted against the Seller
notwithstanding that legal proceedings have not been issued and served on the Seller
before the Expiration Date as a consequence of losses not having been actually incurred
before such date for a period of six months following the Expiration Date.20.3
    
    No special lossIn no event shall Atmel, the Atmel Guarantor, Highbridge or the Highbridge Guarantor have
any liability under any Claim under this Agreement to the extent that such Claim
constitutes punitive, incidental or special loss or damages, and/or losses or damages
related to or arising from any loss of profits or opportunity, delay or change in
valuation of any real property or other asset.
 15




---



##### 



20.4
    
    No double recoveryNo party shall be entitled to recover damages or otherwise obtain payment, reimbursement
or restitution under this Agreement more than once in respect of the same loss or
liability (other than a recurring loss or liability).20.5
    
    Non-applicability in the event of fraudThe exclusions and limitations set out in this clause 20 shall not apply in relation to
Claims which are the consequence of fraud or wilful misconduct by the Seller or the Buyer
(as the case may be).
 21.
    
    BUYERS REMEDIES
 21.1
    
    The Buyers rights and remedies in respect of any Claim shall be limited to damages for
breach of contract and as set forth in clause 20. The Buyer shall not be entitled to rescind or
terminate this Agreement or any of the documents referred to in it or to recover damages in
tort. The Buyer confirms and acknowledges that at the date of this Agreement it has no
reason to believe that the Seller has failed to exercise due care in the preparation of
responses to the Commercial Property Standard Enquiries and pre-contract enquiries made
by the Sellers Solicitors.21.2
    
    Nothing in this Agreement shall operate to reduce any partys common law duty to mitigate
any loss giving rise to any Claim and the parties shall be under a duty so to mitigate.21.3
    
    The Buyers and the Highbridge Guarantors sole rights and remedies for matters relating to
the environment are those set out in the Tri-Partite Agreement.
 22.
    
    ENTIRE AGREEMENT
 22.1
    
    The parties acknowledge that this Agreement, the Related Agreements and any document
annexed to them contain all the express terms of the agreement between them for the sale
and purchase of the Property and the Chattels and all other matters contemplated therein
and supersede any previous agreement or undertaking between or among the parties in
relation to the sale and purchase of the Property and the Chattels and such other matters.22.2
    
    The Buyer and the Highbridge Guarantor acknowledges that except for the written replies
made by the Sellers Solicitors to the formal written pre-agreement enquiries made by the
Buyers Solicitors, they have not relied on, or taken into account, any statement or
representation made by or on behalf of the Seller (whether written or oral) in deciding to
enter into this Agreement.22.3
    
    Condition 9.1.1 is varied to read, If any plan or statement in the contract or in the written
replies made by the Sellers Solicitors to any formal written enquiry raised by the Buyers
Solicitors before the date of this Agreement is or was misleading or inaccurate due to any
error or omission the remedies available are as follows.22.4
    
    Nothing in this clause will operate to limit or exclude any liability for fraud.
 16




---



##### 



23.
    
    ANNOUNCEMENTS
 23.1
    
    Subject to clause 23.2, each of the parties undertakes that it shall not make any
announcement or issue any circular or other publicity relating to the existence or subject
matter of this Agreement without it being approved in writing by the other parties as to its
content, form and manner of publication (such approval not to be unreasonably withheld or
delayed). The parties shall consult together upon the form of any such announcement or
circular in relation to the subject matter of this Agreement and each of the other parties shall
promptly provide such information and comment as the party making the announcement or
sending out the circular may from time to time reasonably request.23.2
    
    Any party shall be permitted to make announcements relating to the existence or subject
matter of this Agreement without it being approved in writing by the other parties if and
to the extent:
 23.2.1
    
    required by law; or23.2.2
    
    required by any securities exchange or regulatory or governmental body to which any
parties are subject or submit, wherever situated.
 24.
    
    CONFIDENTIALITY
 24.1
    
    Subject to clauses 24.2, 24.3 and 24.4, the parties each undertake to treat as confidential,
and not to disclose or use, directly or indirectly, for its own or any other persons benefit, all
information obtained as a result of entering into or performing this Agreement which relates
either to the provisions of, or negotiations relating to, this Agreement or to the business or
affairs of the other parties.24.2
    
    A party may disclose information which is subject to clause 24.1 to its professional advisers,
auditors and bankers.24.3
    
    A party may disclose information which is subject to clause 24.1 if and to the extent:
 24.3.1
    
    required by law;24.3.2
    
    required by any securities exchange or regulatory or governmental body to which any
party is subject or submits, wherever situated, including;24.3.3
    
    required to vest the full benefit of this Agreement in that party or expressly contemplated
by this Agreement;24.3.4
    
    the information has come into the public domain through no fault of that party;24.3.5
    
    the information was already known to the relevant party at the time it was disclosed to it
or otherwise obtained by it;24.3.6
    
    the person to whom it relates has given their consent in writing; or24.3.7
    
    required to meet its obligations in relation to any information and consultation committee
but only after agreement with the other parties,and any information to be disclosed pursuant to clause 24.3.1 or 24.3.2 shall be disclosed
only after prior consultation with the other party.
 17




---



##### 



24.4
    
    If Completion shall not take place, the Buyer shall immediately return or procure
the return of all books, accounts, records or other documents and information of any
nature and in whatever form relating to the Seller, the Property or the Sellers business
and operations which shall have been made available to it by or on behalf of the Seller.
 25.
    
    CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999Nothing in this Agreement confers any rights on any person under the Contracts (Rights of
Third Parties) Act 1999 but this does not affect any right or remedy of any person which
exists or is available apart from that act.
 26.
    
    OTHER PROVISIONS
 26.1
    
    CostsExcept as otherwise stated in this Agreement and any documents referred to in it, each of
the 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 this
Agreement and all other documents referred to in it and the completion of the
transactions contemplated by this Agreement. Notwithstanding the foregoing, the Buyer or
the Highbridge Guarantor shall reimburse and pay on demand any and all legal costs and
expenses (including fees of counsel and court costs) incurred by the Seller or the Atmel
Guarantor in defending or responding to any claim associated with or arising from the
Highbridge Activities.26.2
    
    VariationNo variation of this Agreement shall be effective unless made in writing and signed by or
on behalf of each of the parties.26.3
    
    ConstructionThe 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 presumption
or burden of proof shall arise favouring or disfavouring any party by virtue of the
authorship of any of the provisions herein.26.4
    
    CounterpartsThis Agreement may be executed in any number of counterparts, each of which shall be
deemed to be an original and which shall together constitute one and the same agreement.26.5
    
    Law and jurisdictionThis Agreement and all disputes or claims arising out of or in connection with it shall be
governed by and construed in accordance with English law and the parties submit to the non
exclusive jurisdiction of the Courts of England.
 18




---



##### 



27.
    
    ATMEL GUARANTOR
 27.1
    
    In consideration of the Buyer and the Highbridge Guarantor entering into this Agreement, the
Atmel Guarantor unconditionally and irrevocably guarantees to the Buyer the observance
and performance by the Seller of the Sellers obligations to the Buyer under this Agreement
and under the Share Sale Agreement and agrees to pay any sum that becomes due and
payable (but remains unpaid by the Seller) which the Seller becomes liable to pay to the
Buyer under this Agreement.27.2
    
    The obligations of the Atmel Guarantor under clause27.1 above shall not be impaired by:
 27.2.1
    
    any extension of time, forbearance or concession by the Buyer in taking steps to enforce
the terms of this Agreement; or27.2.2
    
    any disclaimer of this Agreement by a liquidator or trustee in bankruptcy of the Seller.
 27.3
    
    The guarantee contained in this clause 27 shall be a continuing guarantee and shall remain
in full force and effect until all the Sellers obligations to the Buyer under this
Agreement
have been duly performed or sums that have become due and payable to the Seller (but
remain unpaid by the Seller) have been paid, whether by the Seller or
the Atmel Guarantor.
 28.
    
    HIGHBRIDGE GUARANTOR
 28.1
    
    In consideration of the Seller and the Atmel Guarantor entering into this Agreement, the
Highbridge Guarantor unconditionally and irrevocably guarantees to the Seller the
observance and performance by the Buyer of the Buyers obligations to the Seller under this
Agreement and agrees to pay any sum that becomes due and payable (but remains unpaid
by the Buyer) which the Buyer becomes liable to pay to the Seller under this Agreement.28.2
    
    The obligations of the Highbridge Guarantor under clause28.1 above shall not be impaired
by:
 28.2.1
    
    any extension of time, forbearance or concession by the Seller in taking steps to enforce
the terms of this Agreement; or28.2.2
    
    any disclaimer of this Agreement by a liquidator or trustee in bankruptcy of the Buyer.
 28.3
    
    The guarantee contained in this clause28.1 shall be a continuing guarantee and shall
remain in full force and effect until all the Buyers obligations to the Seller under this
Agreement have been duly performed or sums that have become due and payable to the
Buyer (but remain unpaid by the Buyer) have been paid, whether by the Buyer or the
Highbridge Guarantor.
 29.
    
    NOTICES
 29.1
    
    Any party may give any notice or other communication under or in connection with this
Agreement 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 clause29.3 or such
other address for service as the addressee may from time to time notify to the other parties
for the purposes of this clause.
 
 19




---



##### 



29.2
    
    Any such communication will be deemed to be served:
 29.2.1
    
    if personally delivered, at the time of delivery and, in proving service, it shall be
sufficient
to produce a receipt for the notice signed by or on behalf of the addressee;29.2.2
    
    if by letter, at noon on the tenth Business Day after such letter was posted (or, in the case
of airmail, five Business Days after such letter was posted) and, in proving service, it shall
be sufficient to prove that the letter was properly stamped first class (or airmail),
addressed and delivered to the postal authorities;29.2.3
    
    if by overnight courier (such as Federal Express or DHL), on the third Business Day after
such courier was dispatched, and in proving service, it shall be sufficient to produce a
tracking number or a receipt confirmation indicating that the courier was dispatched and
received by the recipient;29.2.4
    
    if by facsimile transmission, at noon on the Business Day after the day of transmission
and, in proving service, it shall be sufficient to produce a transmission report from the
senders facsimile machine indicating that the facsimile was sent in its entirety to the
recipients facsimile number; and29.2.5
    
    if by electronic mail, at noon on the Business Day after such communication was sent
and, in proving service, it shall be sufficient to produce a computer print out indicating that
the message was sent to the recipients electronic mail address
as set forth in clause 29.3.
 29.3
    
    Details of each party for service of notice are as follows:
 Name
    
    
    
    Atmel North Tyneside Limited (Seller)Address:
    
    
    
    c/o Atmel Corporation2325 Orchard ParkwaySan Jose, California 95131USAFax no:
    
    
    
    001 408 436 4111Electronic mail address:
    
    
    

Preutens@atmel.comandnyamaguchi@atmel.comTel no:
    
    
    
    001 408 441 0311Attention:
    
    
    
    Chief Legal OfficerName:
    
    
    
    Highbridge Business Park Limited (Buyer)Address:
    
    
    
    131 Edgware Road,London W2 2APEngland, UKFax no:
    
    
    
    +44 20 7494 9493Electronic mail address:Tel no:
    
    
    
    +44 20 7494 9401Attention:
    
    
    
    Guy MarsdenName:
    
    
    
    Atmel Corporation (Atmel Guarantor)Address:
    
    
    
    2325 Orchard ParkwaySan Jose, California 95131USAFax no:
    
    
    
    001 408 436 4111Electronic mail address:
    
    
    
    preutons@atmel.com andnyamaguchi@atmel. comTel no:
    
    
    
    001 408 441 0311Attention:
    
    
    
    Chief Legal OfficerName:
    
    
    
    Highbridge Properties plc
 20




---



##### 



Address:
    
    
    
    131 Edgware Road,London W2 2APEngland, UKFax no:
    
    
    
    44 20 7494 9493Electronic mail address:
    
    
    
    piet@nfl.co.ukTel no:
    
    
    
    +44 20 7494 9401Attention:
 30.
    
    SCHEDULE OF CONDITION
 30.1
    
    Not later than 4 weeks from the date of this Agreement, the Seller and the Buyer shall
jointly
instruct GVA Grimley to prepare the Schedule of Condition. The Seller and the Buyer shall
each bear half of the costs of the preparation of the Schedule of Condition.30.2
    
    The Schedule of Condition shall be annexed to the Lease Back at Schedule 3.
 21




---



##### 



Signed
by Steven Laub
    
    
    )duly authorised to sign
    
    
    )on behalf of
    
    
    )
    /s/ Steven LaubATMEL NORTH TYNESIDE LIMITED:
    
    
    )Signed by Steven Laub
    
    
    )duly authorised to sign
    
    
    )on behalf of
    
    
    )
    /s/ Steven LaubATMEL CORPORATION:
    
    
    )Signed by Piet Pulford
    
    
    )duly authorised to sign
    
    
    )on behalf of
    
    
    )

/s/
Piet PulfordHIGHBRIDGE BUSINESS PARK LIMITED:
    
    
    )Signed by Guy Marsden
    
    
    )duly authorised to sign
    
    
    )on behalf of
    
    
    )

/s/
Guy MarsdenHIGHBRIDGE PROPERTIES PLC
    
    
    )
 32