##### 



Exhibit 10.16
  8 OCTOBER 2007
 
 AGREEMENT
 
 
  ATMEL NORTH TYNESIDE LIMITED, 
TAIWAN SEMICONDUCTOR MANUFACTURING COMPANY LIMITED,
 HlGHBRIDGE BUSINESS PARK LIMITED,
 ATMEL CORPORATION
  HIGHBRIDGE PROPERTIES PLC




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TABLE OF CONTENTS
 Clause
    
    Headings
    
    Page1.
    
    DEFINITIONS
    
    
    22.
    
    INTERPRETATION
    
    
    63.
    
    CONDITION
    
    
    74.
    
    ATMELS OBLIGATIONS TO HIGHBRIDGE
    
    
    85.
    
    PRE-REMOVAL PROCEDURES
    
    
    86.
    
    ENVIRONMENTAL OBJECTIVE
    
    
    97.
    
    ATMEL ENVIRONMENTAL WORKS AND INDEMNITY
    
    
    108.
    
    TSMC INDEMNITY
    
    
    129.
    
    HIGHBRIDGE RESPONSIBILITY AND INDEMNITY
    
    
    1310.
    
    FINAL TOOL REMOVAL
    
    
    1311.
    
    HIGHBRIDGE RELEASE
    
    
    1312.
    
    EMPLOYEES
    
    
    1313.
    
    GUARANTEES
    
    
    1414.
    
    LIMITATION OF LIABILITY
    
    
    1515.
    
    REMEDIES
    
    
    1516.
    
    OTHER PROVISIONS
    
    
    1517.
    
    NOTICES
    
    
    1818.
    
    LAW AND JURISDICTION
    
    
    20SCHEDULE 1 - CONSULTANTS
    
    
    21SCHEDULE 2 - M W ZANDER PROPOSAL
    
    
    22SCHEDULE 3 - TOOLS
    
    
    23




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THIS AGREEMENT
 BETWEEN:
 (1)
    
    ATMEL NORTH TYNESIDE LIMITED(incorporated and registered in England and Wales under company
number 04018730 the registered office of which is at Lacon House, Theobalds Road, London WC1X
8RW (Atmel);(2)
    
    TAIWAN SEMICONDUCTOR MANUFACTURING COMPANY LIMITED
(incorporated in Taiwan, Republic of China) the registered office/principal place of
business of which is at 8 Li-Hsin 6 Road, Hsinchu Science Park, Hsinchu, Taiwan ROC 300-77
(TSMC);(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
(Highbridge);(4)
    
    ATMEL CORPORATION (incorporated in the State of Delaware) the principal place of business of
which is at 2325 Orchard Parkway, San Jose, California 95131, USA (Atmel Guarantor); and(5)
    
    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).
 WHEREAS:
 (A)
    
    all capitalized terms used in this Agreement are defined in Clause 1 below, and all
capitalized terms used herein but not defined herein shall have the meanings attributed
thereto in the Asset Agreement or the Property Agreement as the case may be;(B)
    
    Atmel, the Atmel Guarantor, Highbridge and the Highbridge Guarantor are parties to an
agreement of even date herewith for the sale and purchase of the residue of the leasehold
interests in the Premises;(C)
    
    Atmel, the Atmel Guarantor and TSMC are parties to an agreement of even date herewith for the
sale and purchase of certain assets of Atmel;(D)
    
    pursuant to the Asset Agreement, TSMC has agreed to remove the TSMC Tools from the Premises
on the terms set forth herein;(E)
    
    Atmel has agreed to remove the Atmel Tools from the Premises on the terms set forth herein;(F)
    
    the Parties have agreed to regulate the removal of TSMC Tools and the Atmel Tools from the
Premises and apportion liability for such removal as between the Parties on the terms set
forth herein;(G)
    
    the Atmel Guarantor has agreed to guarantee the obligations of Atmel under this Agreement;
and(H)
    
    the Highbridge Guarantor has agreed to guarantee the obligations of Highbridge under
this Agreement.
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IT IS AGREED
 1.
    
    DEFINITIONSIn this Agreement, the following definitions apply:Agreementmeans this agreement in relation to the removal of equipment from the Premises
by and among Atmel, TSMC, Highbridge, the Atmel Guarantor, and the Highbridge Guarantor;Asset Agreementmeans the agreement of even date herewith for the sale and purchase of
the Assets to be entered into between Atmel, Atmel Guarantor and TSMC;Atmel Inviteesmeans any affiliate, employee, invitee, licensee, consultant contractor,
agent or representative of Atmel or the Atmel Guarantor;Atmel Planshall have the meaning attributed to it in Clause 7,4 of this Agreement;Atmel Toolsmeans all tools, accessories, spare parts, and all other equipment and
assets located at the Premises other than the TSMCs Tools, which Atmel and TSMC intend to
transfer to TSMC in accordance with the Asset Agreement;Atmel Tool Removalmeans the removal of all Atmel Tools from the Premises by Atmel;Atmel Worksshall have the meaning attributed to it in Clause 7.3 of this Agreement;Baseline Environmental Conditionmeans the presence of Hazardous Materials in soil
and/or groundwater at or under the Premises as identified in the Baseline Environmental
Investigation;Baseline Environmental Investigationmeans the report of the Phase II environmental site
assessment and investigation of the Premises performed by Cundall Johnson and Partners LLP
as of 22 August 2007 and agreed to by the Parties hereto as being definitive, as between
them, of the environmental condition of the soil and groundwater as of 22 August 2007,
including as to whether Atmel could be required to undertake Remedial Action;Business Daymeans a day other than Saturday, Sunday or a day on which banks are
authorised to close in London or Taipei;CDM Regulationsshall have the meaning attributed to it in Clause 5.3 of this Agreement;Closingshall have the meaning attributed to it in Clause 3.3 of this Agreement;Closing Dateshall mean the date upon which the Closing occurs under Clause 3.3;Conditionshall have the meaning attributed to it in Clause 3.1 of this Agreement;Condition Satisfaction Noticeshall have the meaning attributed to it in Clause 3.3 of
this Agreement;Conditional Optionmeans the Conditional Option Agreement of even date herewith to be
entered into between Atmel and Highbridge relating to the plot of land being retained by
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Atmel (located near the parking area to the office building) which is subject to the contract
dated 15 November 2006 among (i) Atmel, (ii) Sandalbeech Limited and (iii) Honda Motor Europe
Limited;Consultantmeans M W Zander, and each of Atmel and Highbridge shall use all reasonable
endeavours to jointly select and appoint M W Zander after the date hereof at Atmels cost with
respect to the Oversight and Monitoring Services only, on the basis of the Consultant Proposal;
provided, however, that if Atmel and Highbridge (both acting reasonably) jointly decide
not to accept or agree to the Consultant Proposal and any other terms and conditions, including,
without limitation, any such terms in the Consultant Contract, as required by M W Zander, Atmel
and Highbridge (both acting reasonably) may (i) jointly select and appoint any other expert listed
in Schedule 1 and (ii) jointly seek to accept and agree to another proposal and other terms and
conditions, including, without limitation, any such terms in the Consultant Contract, submitted by
such other expert;Consultant Contractmeans the agreement by and among the Consultant, Atmel and Highbridge to be
entered after the date hereof, which shall set forth the terms of Oversight and Monitoring
Services to be provided by Consultant at the Premises at Atmels cost with respect to the
Oversight and Monitoring Services, such terms to be agreed by Atmel and Highbridge acting
reasonably and to include professional indemnity coverage for the Consultant of not less than
£5,000,000;Consultant Proposalmeans the proposal submitted by M W Zander at or about the date hereof and
attached hereto as Schedule 2 subject to any amendments that Atmel and Highbridge shall agree
(both acting reasonably), and if M W Zander is not jointly selected or appointed by Atmel and
Highbridge, any other proposal submitted by another Consultant and agreed by Atmel and Highbridge
(both acting reasonably);Employeesmeans the persons employed by Atmel immediately before the date hereof and any further
persons employed by Atmel on and prior to the Long Stop Date (or expiry of the Extension if
applicable);Environmental Lawsmeans any Laws or legal requirements applicable to the Premises relating to
pollution or protection of the environment including laws, regulations, code, ordinances, rules,
orders, policies or guidelines relating to emissions, discharges, releases or the presence of
Hazardous Materials, decontamination or decommissioning of equipment and other items containing
Hazardous Materials, or otherwise relating to the manufacture, processing, registration,
distribution, labelling, recycling, use, treatment, storage, disposal, transport or handling of
Hazardous Materials including for the avoidance and doubt any such laws or legal requirements
relating to town and country planning;Escrow Agreementmeans the agreement of at or about the date hereof relating to an escrow
account for the sale and purchase of the Assets to be entered into among Atmel, TSMC and JP
Morgan;Extension Periodshall have the meaning attributed to it in Clause 7.3 of this Agreement;Governmental Entitymeans any supranational, national, international, state, municipal, local or
foreign government, any instrumentality, subdivision, court, administrative agency or commission
or other governmental authority or instrumentality;
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Hazardous Materialsmeans any substance which alone or in combination with any other substance
is capable of giving rise to harm or damage to property, the environment, man or any other
organism supported by the environment including but not limited to chemicals, pollutants,
contaminants, wastes, toxic substances (including asbestos and asbestos containing materials),
hazardous materials, hazardous substances, hazardous waste, radioactive and biological materials,
noxious chemicals and gases, petroleum and petroleum products and polychlorinated biphenyls;Highbridge Inviteesmeans any affiliate, employee, invitee, licensee, consultant contractor,
agent or representative of Highbridge or the Highbridge Guarantor but not including Atmel, TSMC,
the Atmel Invitees or the TSMC Invitees;Highbridge Lendermeans the Royal Bank of Scotland plc or, if not chosen by Highbridge to
provide finance for this Transaction, such other lender as Highbridge may notify to Atmel in
writing;Highbridge Planshall have the meaning attributed to it in Clause 7.4 of this Agreement;Lawsmeans any law, statute, order, code, ordinance, regulation, rule, policy, guidance and
interpretation of the law or administrative practice of any Governmental Entity;Lease Backmeans the agreement of even date herewith for the lease of the Premises by Highbridge
to Atmel effective as of the Closing Date;Long Stop Datemeans 31 May 2008;Lossesmeans claims, losses, damages, liabilities and reasonable costs and expenses but
excluding in all cases punitive, incidental, special losses or damages and losses or damages
related to or arising from any loss of profits, opportunity costs, delay, or change in valuation
of any real property or other asset;Net Amountshall have the meaning attributed to it in Clause 16.11 of this Agreement;Overrunmeans that the TSMC Tools or the Atmel Tools remain on the Premises after the Tool
Removal Completion Date;Oversight and Monitoring Servicesmeans the services comprising the project management,
oversight and monitoring of (i) the implementation of the Pre-Removal Procedures; (ii) the
carrying out of Removal; (iii) removal of those bulk chemicals and gases which would otherwise
have been used in the manufacture of semiconductor wafers or has been used by Atmel and/or the
Atmel Invitees in the decommissioning process; and (iv) the purging of all supply lines from
storage locations to point of use;Partiesmeans, collectively, Atmel, TSMC, Highbridge, the Atmel Guarantor and the Highbridge
Guarantor;Partymeans, individually, Atmel, TSMC, Highbridge, the Atmel Guarantor or the Highbridge
Guarantor, as the case may be;Pre-Removal Proceduresmeans the operations and procedures in relation to the operation, testing,
shutdown, disconnection, and line-capping of all TSMC Tools and Atmel Tools;
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Premisesmeans leasehold premises known as Land at Middle Engine Lane, Hadrian Business Park,
Silverlink, Wallsend, Newcastle Upon Tyne, NE28 9NZ registered at the Land Registry under title
numbers TY319516 and TY319520, including all buildings and erections thereon, but excluding the
plot of land located near the parking area to the office building which is subject to the contract
dated 15 November 2006 among (i) Atmel, (ii) Sandalbeech Limited, and (iii) Honda Motor Europe
Limited;Proceduresmeans, collectively, the Pre-Removal Procedures, the Atmel Tool Removal and the TSMC
Tool Removal;Property Agreementmeans the agreement of even date herewith for the sale and purchase of the
Premises to be entered into between Atmel, Atmel Guarantor, Highbridge and the Highbridge
Guarantor;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 Property Agreement, the Escrow
Agreement, the Lease Back, the Conditional Option and the Share Sale Agreement;Remedial Actionmeans remediation work that is requisite under the Environmental Laws;Remediation Planshall have the meaning attributed to it in Clause 7.4 of this Agreement;Removalmeans the removal of all Tools from the Premises before the Long Stop Date or the
expiration of the Extension Period as applicable, which shall include the TSMC Tool Removal and
Atmel Tool Removal;Reportable Claimshall have the meaning attributed to it in Clause 7.1 of this Agreement;Reportable Eventshall have the meaning attributed to it in Clause 7.1 of this Agreement;Reporting Noticeshall have the meaning attributed to it in Clause 7.1 of this Agreement;Revised Environmental Conditionmeans the presence of Hazardous Materials in soil and/or
groundwater at or under the Premises as identified in the Revised Environmental Investigation;Revised Environmental Investigationmeans the report of the updated Phase II environmental site
assessment and investigation of the Premises to be commissioned by, and at the cost of, Atmel and
performed by Cundall Johnson and Partners LLP at, or as soon as possible after, the Tool Removal
Completion Date, or in the event of an Overrun, the Long Stop Date, to identify any adverse change
from, and adopting the same assessment methodologies as, the Baseline Environmental Investigation,
including as to whether Atmel could be required to undertake Remedial Action;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
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and Atmel North Tyneside Developer One Limited entered into between Atmel and Highbridge;Tool Removal Completion Datemeans 30 April 2008 (or such other date on which the Removal
has been completed);Tool Removal Start Datemeans the earliest date after the Closing Date on which the first
of the TSMC Tools are made available by Atmel for removal from the Premises and in any case
shall be no later than 1 January 2008;Toolsmeans the TSMC Tools and Atmel Tools as listed in Schedule 3 attached
hereto;TSMC Inviteesshall have the meaning attributed to it in Clause 5.2 of this
Agreement;TSMC Inviteesshall have the meaning attributed to it in Clause 5.2 of this
Agreement;TSMC Toolsmeans the tools, accessories, spare parts, and other equipment and assets
located at the Premises which will be purchased by TSMC from Atmel on or following the
Closing Date in accordance with the Asset Agreement;TSMC Tool Removalmeans the removal of all TSMC Tools from the Premises;Transactionmeans the transaction or series of transactions contemplated under this
Agreement and the Related Agreements;Transfer Regulationsmeans The Transfer of Undertakings (Protection of Employment)
Regulations 2006; andUK Tax Paying Companyshall have the meaning attributed to it in Clause 16.11 of this
Agreement.2.
    
    INTERPRETATION2.1
    
    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;2.1.4
    
    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; and2.1.5
    
    references to indemnifyand indemnifyingany person against any
liability or circumstance include indemnifying that person against all Losses from
time to time directly made, suffered or incurred by that person as a consequence of or
which would not have arisen but for that liability or circumstance, but shall exclude
any and all punitive, incidental, or special losses or damages, 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 and where any payment to be made under
any indemnity is subject to any tax such payment shall be made on an after tax basis.
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2.2
    
    In this Agreement, unless otherwise specified or the context otherwise requires, a
reference to:
 2.2.1
    
    any reference to this Agreement (whether or not capitalised) includes the
schedules, exhibits and other attachments 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 case
whether 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 as
modified, 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 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; and2.2.8
    
    writing shall include any mode of reproducing words in a legible and permanent
form; and2.2.9
    
    dates and times are references to local dates and times in London, England, UK.
 3.
    
    CONDITION
 3.1
    
    This Agreement, together with all rights and obligations under it or the enforcement thereof
(with the exception of Clauses 3, and 14 to 18 inclusive which shall have full force and
effect from the date hereof), and completion of all the Related Agreements and the
Transaction, will be conditional upon Atmel having complied with its procedural obligations to
inform and consult with appropriate representatives of Atmels employees in relation to the
impact that the Transaction may have on those employees (the Condition).
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3.2
    
    Atmel shall use all reasonable endeavours to satisfy or procure the satisfaction of the
Condition as expeditiously as possible following the date hereof.3.3
    
    Within two Business Days following the satisfaction of the Condition, Atmel shall serve
notice on all the Parties advising that the Condition has been satisfied (the Condition
Satisfaction Notice). On the date two Business Days following service of such notice on all
Parties, this Agreement and the Related Agreements, together with all rights and obligations
under them or the enforcement thereof, shall become unconditional and have full force and
effect (the Closing). With respect to Highbridge, Atmel shall procure, before the Closing,
(a) the removal of entry 6 and 8 subsisting on the Charges Register of title number TY319520
as at 21 August 2007, and (b) letter of reliance from Cundall Johnson and Partners LLP
confirming professional indemnity coverage of £5,000,000. At the Closing, (i) the Purchase
Price under the Asset Agreement shall be available for release from escrow pursuant to the
terms thereof and the Escrow Agreement, and (ii) the Property Agreement shall be completed,
including (without limitation) payment of the purchase price to Atmel pursuant to the terms
thereof.4.
    
    ATMELS OBLIGATIONS TO HIGHBRIDGE
 4.1
    Atmel undertakes to Highbridge that Atmel will procure at Atmels cost (i) the
implementation of the Pre-Removal Procedures; (ii) the carrying out of the Removal; (iii)
removal of those bulk chemicals and gases which would otherwise have been used in the
manufacture of semiconductor wafers or has been used by Atmel and/or the Atmel Invitees in the
decommissioning process; (iv) the purging of all supply lines from storage locations to point
of use; and (iv) the delivery by the Consultant of the Oversight and Monitoring Services in
accordance with the Consultant Contract, in all cases:4.1.1
    
    in compliance with all statutory requirements, including the CDM Regulations;4.1.2
    
    in a good and workmanlike, proper and professional manner;4.1.3
    
    so that Atmel delivers the environmental objectives referred to in Clause 6
including promptly and adequately cleaning up any spillages at the Premises as soon as
reasonably practicable after their occurrence; and4.1.4
    
    so as to avoid any environmental impact and to minimise any damage to the
Premises other than as contemplated under Clause 6.1.5.
 4.2
    
    Provided that Atmel complies with the relevant instructions and recommendations of the
Consultant, Highbridge acknowledges and agrees that residual chemicals within plumbing,
ductwork and drains will remain after purging and equipment decommissioning and that Atmel has
no responsibility or liability for such residual contamination whatsoever.5.
    
    PRE-REMOVAL PROCEDURES5.1
    
    Without prejudice to the generality of Clause 4 as to Atmels obligations to Highbridge,
Atmel shall be responsible for the Pre-Removal Procedures, and TSMC shall be responsible for
removing the TSMC Tools from the Premises, both as set forth in Clause 8.2 of the Asset
Agreement.5.2
    
    Subject to the terms of the Lease Back and this Agreement, Highbridge hereby acknowledges
and agrees that (i) Atmel shall he permitted to carry out Pre-Removal Procedures and Removal
at the Premises, and (ii) TSMC shall be permitted to carry out the
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TSMC Tool Removal, in each case until the Long Stop Date or to expiry of the Extension
Period if applicable. For the purposes of carrying out TSMC Tool Removal and inspection,
Highbridge and Atmel shall provide to TSMC, its employees, contractors, consultants and
invitees (the TSMC Invitees), at no charge to TSMC up to and including the Long Stop
Date, or the expiration of the Extension Period if applicable, reasonable access to and
space within the Premises, as well as office space for housing the TSMC Invitees, which is
estimated to require approximately 10,000 square feet. TSMC shall be subject to and shall
comply with all security, access, environmental, health, safety and emergency response
procedures of Atmel existing as of the date of this Agreement.5.3
    
    The Parties agree that Atmel and Highbridge shall jointly engage, at Atmels cost, the
Consultant to provide Oversight and Monitoring Services until the Long Stop Date or the
expiration of the Extension Period if applicable. Atmel shall negotiate and finalise the
Consultant Contract, which shall be approved by Highbridge (such approval not to be
unreasonably withheld or delayed), and pursuant to the terms thereof, shall, inter alia,
require that the Consultant comply with applicable statutory obligations under the
Construction (Design and Management) Regulations 2007 (the CDM Regulations).5.4
    
    Atmel and Highbridge may consult with TSMC as to the terms of the Consultant Contract for the
Consultant and the Oversight and Monitoring Services.5.5
    
    At all times prior to the Long Stop Date, Atmel shall ensure that the Consultant receives
reasonable comments made by Highbridge or TSMC in connection with any aspect of the Oversight
and Monitoring Services, and shall request that the Consultant gives reasonable consideration
to such comments and feedback in the course of the execution of the Oversight and Monitoring
Services.6.
    
    ENVIRONMENTAL OBJECTIVE6.1
    
    The Parties agree that the objective of the Oversight and Monitoring Services is to
ensure that during the carrying out of (a) the Pre-Removal Procedures and (b) the Removal:
 6.1.1
    
    there are or will be procedures in place to minimise the likelihood of any
release, spillage or escape of Hazardous Materials to air or to soil and groundwater
and that compliance with these procedures is overseen and monitored;6.1.2
    
    such procedures are performed in compliance with applicable
statutory obligations under the Laws of England and Wales, including the CDM
Regulations;6.1.3
    
    the Pre-Removal Procedures and Removal are conducted in a safe manner and in
accordance with the requirements of all Laws, including Environmental Laws and in
accordance with any applicable requirements of any Governmental Entity;6.1.4
    
    any release, spillage or escape of Hazardous Materials to air is, as
necessary, immediately addressed in accordance with appropriate emergency response
procedures in place at the Premises as at the date hereof;6.1.5
    
    no extraordinary damage occurs to the fab portion of the Premises where
manufacturing of semiconductors takes place and no building damage occurs to the
offices at the Premises as a result of the Procedures (other than reasonable wear and
tear); and
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6.1.6
    
    no additional contamination of soil and/or groundwater is created or, in
the event of an incident resulting in the same that remedial works are implemented as
soon as practicable to restore the Premises to substantially the same state as the
Baseline Environmental Condition such that no Remedial Action is required.
 6.2
    
    The Parties agree that the Baseline Environmental Condition and the
Revised Environmental Investigation are deemed to be final, conclusive and binding on the
Parties and that the Revised Environmental Investigation shall, as between and among them, be
final, conclusive and binding upon the Parties as to any adverse changes to soil and
groundwater at or under the Premises as between the Baseline Environmental Condition and the
Revised Environmental Condition.6.3
    
    Atmel shall procure production and delivery as soon as is reasonably practicable after the
Tool Removal Completion Date, or in the event of an Overrun, the Long Stop Date of:
 6.3.1
    
    to both TSMC and Highbridge, the Revised Environmental Investigation; and6.3.2
    
    to Highbridge, a letter of reliance from Cundall Johnson and Partners LLP
confirming professional indemnity coverage of £5,000,000.
 7.
    
    ATMEL ENVIRONMENTAL WORKS AND INDEMNITY7.1
    
    The Parties agree that if, notwithstanding the procedures in place, there is a release,
spillage or escape of Hazardous Materials during the Pre-Removal Procedures and/or Removal or
other environmental condition or other circumstances before the Long Stop Date or the
expiration of the Extension Period if applicable that may result in or give rise to a
potential or actual Loss (a Reportable Event):
 7.1.1
    
    Highbridge shall provide Atmel and the Atmel Invitees such access to the
Premises, and extend such other reasonable cooperation (such cooperation to be
provided at Atmels cost and expense and at Atmels request) to undertake any works
and other action to restore the condition of the Premises to the Baseline
Environmental Condition;7.1.2
    
    As soon as is practicable after Highbridge or TSMC becomes aware of a
Reportable Event, such Party shall give prompt notice of such Reportable Event (a
Reporting Notice)to Atmel.A Reporting Notice must describe the Reportable Event in
reasonable detail and must indicate the amount (estimated, if necessary and to the
extent feasible) of the Loss that has been or may be suffered by a Party;7.1.3
    
    Atmel has the right to assume and control the defence of any claim that may
arise from or relate to the Reportable Event (a Reportable Claim)with counsel
selected by the Atmel Guarantor. While Atmel has assumed the defence of a Reportable
Claim as provided in this Clause 7.1.3, Atmel shall not be liable for any legal costs
and expenses subsequently incurred by the other Parties (other than the Atmel
Guarantor) in connection with the defence of the Reportable Claim save for any
reasonable legal costs and expenses incurred because other Parties have been joined in
the Reportable Claim as a co-defendant and a named party before Atmel assumes and
takes control of the defence. Highbridge or TSMC, as the case may be, has the right
to participate in (but not control), at its own expense, the defence of any Reportable
Claim which Atmel has assumed and taken control as provided herein and Atmel shall
keep Highbridge and TSMC
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fully informed of the progress of the Reportable Claim and shall consider the
reasonable requests of Highbridge or TSMC in respect of the Reportable Claim; and7.1.4
    
    Highbridge and TSMC shall, promptly after giving a Reporting Notice at
Atmels cost and expense, use all reasonable endeavours to take, or cause to be taken,
all actions, and to do, or cause to be done, and to assist and cooperate with Atmel in
connection with any Reportable Claim.
 7.2
    
    Subject to the other terms of this Agreement, Atmel agrees to indemnify Highbridge against
all Losses actually incurred or suffered by Highbridge (i) as a result of any adverse change
from the Baseline Environmental Condition identified in the Revised
Environmental Investigation requiring Remedial Action, and (ii) in relation to any release,
spillage or escape of Hazardous Materials on the Premises during the Procedures.7.3
    
    In the event that an adverse change is identified under Clause 7.2 above, Atmel shall be
entitled, at its own cost and expense, to undertake as soon as is reasonably practicable, any
works and take other action to restore the condition of the Premises to the Baseline
Environmental Condition and/or remediate any such release, spillage or escape in an
appropriate manner in accordance with good industry practice and shall promptly give written
notice to Highbridge that it has had to commence such works and, in any event no later than
seven Business Days of such commencement If such works and other activities on the Premises
(including but not limited to Removal) result in a delay in Atmel or TSMC vacating the
Premises on or before the Long Stop Date, upon request by Atmel, from the Long Stop Date,
Highbridge will grant Atmel and those properly authorised by Atmel (including without
prejudice to the foregoing, TSMC) licence to enter the Premises for a period of 3 months from
the Long Stop Date (the Extension Period). During the Extension Period, Atmel shall as
soon as is reasonably practicable after the Long Stop Date complete all works and take other
action, at its own cost and expense, through a contractor or otherwise (with suitable
warranties and professional indemnity coverage being obtained, from any contractor appointed,
for Highbridge and the Highbridge Lender), to take Remedial Action, facilitate the Removal and
perform any and all other acts to satisfy its obligations under this Clause 6 (such works and
activities by Atmel or its contractors collectively referred to herein as the Atmel Works).7.4
    
    If at any time it is determined that the Atmel Works shall take longer than the Extension
Period, Atmel shall notify Highbridge as soon as is reasonably practicable and (i)
Highbridge and Atmel (both acting reasonably and without delay) shall jointly instruct the
Consultant to identify the environmental condition or conditions to be rectified and develop a
plan to implement Remedial Action as required under this Clause 7 (the Remediation Plan);
(ii) Highbridge shall cause a contractor of its choice to provide an estimate of the cost and
time within which that contractor can reasonably complete the Remediation Plan (the
Highbridge Plan) and inform Atmel and its contractor of such estimated cost and time; and
(iii) Atmel or a contractor of its choice shall provide an estimate of the cost and time with
which Atmel or its contractor can complete the Remediation Plan (the Atmel Plan) and inform
Highbridge of such estimated cost and time.7.5
    
    If the Highbridge Plan can be performed at a comparable or lower cost and in a lesser time
than the Atmel Plan, Highbridge shall have the right to (a) engage a contractor (with suitable
warranties and professional indemnity coverage being obtained for Atmel), at Atmels cost, to
undertake the works and take such actions as described in the Remediation
 11




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Plan, (b) terminate the right of access (which shall result in a concurrent termination of
TSMCs right to access the Premises), and (c) begin demolishing, redevelopment and other
related work; provided thatif the Atmel Plan can be performed at a comparable or lower
cost and in a lesser time than the Highbridge Plan, then (x) Highbridge shall not undertake
the works set forth in the Remediation Plan, (y) Atmel shall have the right to undertake
such works and take such actions set forth in the Remediation Plan (with suitable
warranties and professional indemnity coverage being obtained for Highbridge and the
Highbridge Lender), and (z) Highbridge will grant Atmel and those properly authorised by
Atmel (including without prejudice to the foregoing TSMC) licence to enter the Premises for
the period up to and ending on the date that the works and actions set forth in the
Remediation Plan are completed. If the Highbridge Plan is to be performed by Highbridge
pursuant to the foregoing sub-Clause 7.5(a), Atmel shall have the right to monitor the
progress of and supervise and otherwise propose direction as to the performance of the
Remediation Plan in accordance with the Highbridge Plan. If the Atmel Plan is to be
performed by Atmel pursuant to the foregoing sub-Clause 7.5(y), Highbridge shall have the
right to monitor the progress of and supervise and otherwise propose direction as to the
performance of the Remediation Plan in accordance with the Atmel Plan.7.6
    
    The Parties hereby agree that any Extension Period or right of access to the Premises granted
by Highbridge under this Clause 7 shall be on such terms as exclude the security of tenure
provisions of the Landlord and Tenant Act 1954).7.7
    
    At anytime after the Tool Removal Completion Date, and in the event of an Overrun anytime
after the Long Stop Date, Highbridge shall be entitled, at its own cost, to engage Cundall
Johnson and Partners LLP to conduct another Phase II environmental site assessment and
investigation of the Premises.7.8
    
    Notwithstanding the foregoing, under either the Highbridge Plan or the Atmel Plan, at all
times before the Long Stop Date or the expiration of the Extension Period or the completion of
the Remediation Plan, if applicable, TSMC is to be afforded reasonable rights of access to the
Premises in order to carry out the TSMC Tool Removal.7.9
    
    Notwithstanding anything to the contrary herein Atmel shall not be liable for and shall have
no obligation to indemnify or pay for any Losses incurred or suffered by Highbridge as a
result of and to the extent of:
 7.9.1
    
    any environmental condition that is not required or could not have been
required by a Governmental Entity, either as at the date hereof or at any time prior
to the Long Stop Date, to be investigated, removed or otherwise remedied pursuant to
any Environmental Law not in force and applicable as at the Long Stop Date; and7.9.2
    
    any environmental condition to the extent exacerbated or otherwise worsened
by any of Highbridge or the Highbridge Invitees.
 8.
    
    TSMC INDEMNITYSubject to the other terms of this Agreement, TSMC agrees to indemnify Atmel against all
Losses actually incurred or suffered by Atmel in relation to any release, spillage or
escape of Hazardous Materials to soil and/or groundwater and/or on the Premises where such
release, spillage or escape arises or results from any action or omission by TSMC or any of
the TSMC Invitees related to or in connection with TSMC Tool Removal, including any Losses
that Atmel is liable to pay to Highbridge pursuant to sub-Clause 7.2 above.
 12




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9.
    
    HIGHBRIDGE RESPONSIBILITY AND INDEMNITY9.1
    
    Subject to the other terms of this Agreement, Highbridge accepts that, as between or among
the Parties, as from the date of the Revised Environmental Investigation, it has all
responsibility and liability for Hazardous Materials at, in or under the Premises.9.2
    
    Subject to the other terms of this Agreement, Highbridge agrees to indemnify Atmel against
any and all Losses actually incurred or suffered by Atmel as a result of (i) Hazardous
Materials at any time at in or under the Premises, and (ii) any works performed and all other
action taken by Highbridge or any of the Highbridge Invitees including but not limited to
demolition, redevelopment and other activities in on or around the Premises, in both cases (x)
as from the date of the Revised Environmental Investigation and (y) excluding anything for
which Atmel shall indemnify under Clause 7.10.
    
    FINAL TOOL REMOVAL10.1
    
    TSMC undertakes to Highbridge to procure the completion of the TSMC Tool Removal as soon as
reasonably practicable, but in any event by the Long Stop Date.10.2
    
    Atmel undertakes to Highbridge to procure completion of the Removal as soon as reasonably
practicable, but in any event by the Long Stop Date.11.
    
    HIGHBRIDGE RELEASEHighbridge agrees that without prejudice to any rights that have already arisen
thereunder, the indemnity in Clause 7.2 above shall terminate to the extent that (i) the
Revised Environmental Investigation confirms that there have been no adverse changes since
the Baseline Environmental Investigation or (ii) with respect to any release, spillage or
escape of Hazardous Materials on the Premises, the works and actions set forth in the
Remediation Plan shall be performed in accordance with Clauses 7.4 and 7.5 above.12.
    
    EMPLOYEES12.1
    
    It is acknowledged by each of the Parties that the Transfer Regulations should not apply to
this Agreement or any of the transactions contemplated in it or the Related Agreements and
that accordingly no Employees will transfer to Highbridge or TSMC as a result of the Closing
or any of the Related Agreements.12.2
    
    Notwithstanding the acknowledgement set forth in Clause 12,1, Atmel shall indemnify each of
Highbridge and TSMC from and against any Losses that it actually incurs or suffers by reason
of any claim, action or proceeding made by any Employee or person who is or has been, or
purports to be or have been, employed by Atmel under the Transfer Regulations in connection
with this Transaction;12.3
    
    Each of TSMC and Highbridge shall as soon as reasonably practicable notify Atmel if it
receives or becomes aware of any claim, action or demand against it, made or threatened by any
person in respect of which Atmel is or may be liable for Losses under Clause 12.2 (each, an
Employment Related Claim). Atmel may at its election, and at its own cost and expense
undertake and conduct the defence of such Employment Related Claim with legal counsel selected
by Atmel. Each of TSMC and Highbridge shall be entitled to participate in at its own cost
and expense (including legal counsels fees and costs of investigation), but not to determine,
control or conduct, the defence of such Employment Related Claim. If time has assumed the
defence of an Employment Related Claim, Atmel
 13




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shall not be liable for any costs and expenses (including legal counsels fees and costs of
investigation) subsequently incurred by TSMC or Highbridge in connection with the defence
of the Employment Related Claim. TSMC or Highbridge shall not agree to any settlement or
compromise of, or an entry of any judgment arising from, any such Employment Related Claim
except with the prior written consent of Atmel, even if such settlement or compromise given
by the claimant or the plaintiff to Atmel constitutes a release from liability in respect
of such Employment Related Claim.12.4
    
    If Atmel does not take conduct of the defence of any Employment Related Claim pursuant to
Clause 12.3, then Atmel shall give to each of Highbridge and TSMC all reasonable cooperation,
assistance and information which may be reasonably required by either of them in relation to
such Employment Related Claim; and12.5
    
    If any contract of employment of any Employee or former Employee has effect, or is alleged to
have effect, following Closing as if originally made between Highbridge or TSMC and that
Employee, Highbridge and/or TSMC may terminate the employment of such person.12.6
    
    Atmel shall indemnify each of Highbridge and/or TSMC against all Losses actually incurred by
Highbridge or TSMC, as applicable, arising out of the termination of employment of any person
by Highbridge and/or TSMC (as the case may be) in accordance with Clause 12.5 and against any
sum payable to or in respect of that person in connection with the period up to the date of
termination of employment.12.7
    
    Atmel may, by written request, control and take over conduct of all proceedings and/or
negotiations of whatsoever nature arising in connection with any Employment Related Claim
which is subject to this indemnity provided that Atmel shall:
 12.7.1
    
    upon request provide all available information and copies of all correspondence and
documentation relating to such Employment Related Claim; and12.7.2
    
    inform Highbridge and TSMC as to the status of any such Employment Related Claim,
including but not limited to matters regarding avoiding, disputing, resisting,
appealing, compromising or defending the claim, and take reasonable account of their
representations.
 13.
    
    GUARANTEES13.1
    
    In consideration of Atmel entering into this Agreement at the request of the Atmel Guarantor,
the Atmel Guarantor guarantees to each of TSMC and Highbridge the discharge by Atmel of its
obligations in full to TSMC and Highbridge, respectively, under this Agreement and any Related
Agreement, and promises to pay each sum which Atmel is liable to pay to TSMC and Highbridge,
respectively, under this Agreement if Atmel fails to do so.13.2
    
    In consideration of Highbridge entering into this Agreement at the request of the Highbridge
Guarantor, the Highbridge Guarantor guarantees to each of TSMC and Atmel the discharge by
Highbridge of its obligations in full to TSMC and Atmel, respectively, under this Agreement
and any Related Agreement, and promises to pay each sum which Highbridge is liable to pay to
TSMC and Atmel, respectively, under this Agreement if Highbridge fails to do so.
 14




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14.
    
    LIMITATION OF LIABILITY14.1
    
    TSMC agrees that the cumulative, aggregate, joint liability of Atmel
and the Atmel Guarantor (for the avoidance of doubt the cumulative
and aggregate, liability of Atmel plus the cumulative and aggregate
liability of the Atmel Guarantor) for all claims of whatever nature
under or in connection with this Agreement or any of the Transactions
shall be subject to the limitations set out in the Asset Agreement.14.2
    
    Atmel agrees that the cumulative, aggregate liability of TSMC for all
claims of whatever nature under or in connection with this Agreement
or any of the Transactions shall be subject to the limitations set
out in the Asset Agreement.14.3
    
    Highbridge agrees that the cumulative, aggregate, joint liability of
Atmel and the Atmel Guarantor (for the avoidance of doubt the
cumulative and aggregate liability of Atmel plus the cumulative and
aggregate liability of the Atmel Guarantor) for all claims of
whatever nature under or in connection with this Agreement or any of
the Transactions shall be subject to the limitations set out in the
Property Agreement.14.4
    
    Atmel agrees that the cumulative, aggregate, joint liability of
Highbridge and the Highbridge Guarantor (for the avoidance of doubt
the cumulative and aggregate liability of Highbridge plus the
cumulative and aggregate liability of the Highbridge Guarantor) for
all claims of whatever nature under or in connection with this
Agreement or any of the Transactions shall be subject to the
limitations set out in the Property Agreement.15.
    
    REMEDIES15.1
    
    Each of the Parties rights and remedies in respect of any claims
under this Agreement shall be limited only to damages for breach of
contract and as set forth in Clause 14.15.2
    
    The Parties shall not be entitled to (i) rescind or terminate this
Agreement, the Related Agreements or any other document referred to
in this Agreement or in the Related Agreements, (ii) void or
otherwise challenge consummation of the Transaction or any portion
thereof, or (iii) recover damages in tort.15.3
    
    Nothing in this Agreement shall operate to reduce any Partys common
law duty to mitigate any loss giving rise to any claim under this
Agreement and for the avoidance of doubt each Party shall be under a
duty so to mitigate.15.4
    
    Each Party agrees to waive any right or remedy which that Party may
have against any employee, consultant, representative, advisor or
agent of another Party in connection with any representation,
warranty, agreement or statement by any such person in relation to
the Transaction, this Agreement, the Related Agreements and any other
document to be delivered or executed in connection therewith,
provided that such waiver shall not affect its rights against any
Party under this Agreement.16.
    
    OTHER PROVISIONS16.1
    
    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 Transaction.
 15




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16.2
    
    VariationNo variation of this Agreement shall be effective unless made in
writing (which for this purpose shall not include e-mail or other
electronic communication) and signed by or on behalf of each of the
Parties.16.3
    
    No special lossAtmel, the Atmel Guarantor or TSMC shall have no liability under any
claim under this Agreement to the extent that such claim constitutes
punitive, incidental, special loss or damages, or losses or damages
related to or arising from any loss of profits, opportunity costs,
delay or change in valuation of any real property or other asset.16.4
    
    Waivers and remediesNo failure or delay to exercise, or other relaxation or indulgence
granted in relation to, any power, right or remedy under this
Agreement shall operate as a waiver of it or impair or prejudice it
nor shall any single or partial exercise or waiver of any power,
right or remedy preclude its further exercise or the exercise of any
other power, right or remedy.16.5
    
    SeverabilityEach of the provisions of this Agreement is distinct and severable
from the others and if at any time one or more of such provisions is
or becomes invalid, unlawful or unenforceable (whether wholly or to
any extent), the validity, lawfulness and enforceability of the
remaining provisions (or the same provision to any other extent)
shall not in any way be affected or impaired.16.6
    
    SuccessorsThis Agreement shall be binding on and enure to the benefit of each
Party and its lawful successors.16.7
    
    AssignmentNone of the Parties shall be entitled to assign or transfer any of
its rights or benefits under this Agreement.16.8
    
    Third party rightsNothing in this Agreement confers any rights on any person under the
Contracts (Rights of Third Parties) Act 1999.16.9
    
    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.16.10
    
    AnnouncementsNo Party shall release any announcement or despatch any announcement
or circular, relating to this Agreement unless the form and content
of such announcement or circular have been submitted to, and or
agreed by, the other Parties. Nothing in this Clause 15.11 shall
prohibit any Party from making any announcement, consulting with any
person
 16




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(including any employees) or despatching any circular as required by Law or the rules of any
listing authority or recognised investment exchange or any other regulatory body.16.11
    
    Deductions and Withholdings
 16.11.1
    
    Except as expressly provided in this Agreement, every payment payable by any Party,
the payer, to another Party, the payee, under this Agreement shall be made in full
without any set-off or counterclaim howsoever arising and shall be free and clear of,
and without deduction of, or withholding for or on account of, any amount, save only
as may be required by Law.16.11.2
    
    For the purposes of this Clause 16.11:UK Tax Paying Companyshall mean, a company incorporated in England and Wales,
and resident for tax purposes, carrying on business and subject to corporation
tax, in the United Kingdom of Great Britain & Northern Ireland; andthe payer shall be entitled in its absolute discretion, acting reasonably:
 (A)
    
    to assess whether or not any deductions or withholdings are required
by law and whether or not such deductions or withholdings would have
been required had the payee been a UK Tax Paying Company;(B)
    
    to assess the extent to which an amount paid or due to the payee under
this Agreement would have been subject to UK corporation tax had the
payee been a UK Tax Paying Company; and
 in both cases, to treat the payee accordingly.16.11.3
    
    If, subject to this Clause 16.11,any deductions or withholdings would be required
by Law to be made from any sums payable by the payer to the payee, such payer shall be
obliged to pay the payee such amount as would, after the deduction or withholding has
been made, leave the payee with the same amount as it would have been entitled to
receive in the absence of such requirement to make a deduction or withholding, unless
the payer would not have had to make such deductions or withholdings had the payee
been a UK Tax Paying Company.16.11.4
    
    If the payer would be required by law to make a deduction or withholding as is
referred to in this Clause 16.11, the payer 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 payee the original, or a certified copy, of
a receipt or other documentation evidencing the above.
 16.11.5
    

    If, subject to this Clause 16.11, any amount paid or due to the payee under this
Agreement would be a taxable receipt of the payee, then the amount so paid or due (the
Net Amount)shall be increased to an amount which, after subtraction of the amount
of any tax on such increased amount which arises, or would but for the availability of
any relief arise, shall equal the Net Amount provided that if any payment is initially
made on the basis that the amount is not taxable in the hands
 17




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of the payee and it is subsequently determined that it is, or vice versa,
appropriate adjustments shall be made between the payee and the payer and
provided further that the amount paid or due shall not be increased to
the extent that such increase would not have been necessary had the payee
been a UK Tax Paying Company.
 16.12
    
    Further assuranceEach Party 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 to
implement the Transaction contemplated by this Agreement and the Related Agreements.16.13
    
    Entire Agreement
 16.13.1
    
    As between Atmel, TSMC and the Atmel Guarantor this Agreement together with the
Asset Agreement and any documents referred to in those agreements (but excluding
the Property Agreement, the Lease Back, the Conditional Option and any other
agreement to which TSMC is not a party) contain the entire agreement in relation to
the matters contemplated in those agreements and supersede any previous agreements
between or among the Parties in relation to such matters.16.13.2
    
    As between Atmel, Highbridge, the Highbridge Guarantor and the Atmel Guarantor
this Agreement together with the Property Agreement, the Lease Back, the
Conditional Option and the Share Sale Agreement and any documents referred to in
those agreements (but excluding the Asset Agreement and any other agreement to
which Highbridge is not a party) contain the entire agreement in relation to the
matters contemplated in those agreements and supersede any previous agreements
between or among the Parties in relation to such matters.16.13.3
    
    Each of the Parties acknowledges that in entering into this Agreement it has not
relied on any representation, warranty or undertaking not set out in this Agreement
or any of the Related Agreements (as the case may be) and that (in the absence of
fraud or wilful misconduct by the Party giving such representation, warranty or
undertaking) it will not have any right or remedy arising out of any such
representation, warranty or undertaking.
 17.
    
    NOTICES17.1
    
    Each 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 Clause 17.3 or such other address for service as the addressee may
from time to time notify to the other Party for the purposes of this Clause.17.2
    
    Any such communication will be deemed to be served:
 17.2.1
    
    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;17.2.2
    
    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;
 18




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17.2.3
    
    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;17.2.4
    
    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; and17.2.5
    
    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 16.3.
 17.3
    
    Details of each Party for service of notice are as follows:
 Name:
    
    Atmel North Tyneside Limited (Atmel)Address:
    
    c/o Atmel Corporation2325 Orchard ParkwaySan Jose, California 95131USAFax no:
    
    +1 408 436 4111Electronic mail address:
    
    preutens@atmel.com andnyamaguchi@atmel.comTel no:
    
    +1 408 441 0311Attention:
    
    Chief Legal OfficerName:
    
    Taiwan Semiconductor Manufacturing CompanyAddress:
    
    Limited (TSMC)8 Li-Hsin 6 RoadHsinchu Science ParkHsinchu, Taiwan ROCFax no:
    
    +886-3-567-8689Electronic mail address:
    
    Dick Thurston@tsmc.comTel no:
    
    +886-3-568-2002Attention:
    
    Office of the General CounselName:
    
    Highbridge Business Park Limited (Highbridge)Address:
    
    131 Edgware Road,London W2 2APEngland, UKFax no:
    
    +44 20 7494 9493Electronic mail address:
    
    guy@nlf.co.ukTel no:
    
    +44 20 7494 9401Attention:
    
    Guy Marsden
 19




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Name:
    
    Atmel Corporation (Atmel GuarantorAddress:
    
    2325 Orchard ParkwaySan Jose, California 95131USAFax no:
    
    +1 408 436 4111Electronic mail address:
    
    preutens@atmel.com andnyamaguchi@atmel.comTel no:
    
    +1 408 441 0311Attention:
    
    Chief Legal OfficerName:
    
    Highbridge Properties plcAddress:
    
    131 Edgware Road,London W2 2APEngland, UKFax no:
    
    44 20 7494 9493Electronic mail address:
    
    piet@nlf.co.uk; guy@nlf.co.ukTel no:
    
    +44 20 7494 9401Attention:
    
    Piet Pulford or Guy Marsden
 18.
    
    LAW AND JURISDICTION18.1
    
    This Agreement and all disputes or claims arising out of or in
connection with it shall be governed by, and construed in accordance
with, the law of England and Wales.18.2
    
    Each Party hereby irrevocably submits to the non-exclusive
jurisdiction of the courts of England and Wales in relation to any
claim, dispute or difference concerning this Agreement and any matter
arising therefrom.18.3
    
    Each of the Parties agrees that, without preventing any other mode of
service, any document in action (without limitation) may be served on
any Party by being delivered to or left for that Party at its address
for service of notices under Clause 17.
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AS WITNESS
 Signed
by Steven Laub
    
    
    )a director or officer duly authorised for
    
    
    )and on behalf of ATMEL NORTH
    
    
    )
    
    
    /s/ Steven LaubTYNESIDE LIMITED
    
    
    )
    
    
    Director/Officer)Signature of witness:
    
    /s/ Walt LifseyName (in BLOCK CAPITALS):
    
    WALT LIFSEYAddress:Signed
by Steven Laub
    
    
    )a director or officer duly authorised for
    
    
    )and on behalf of ATMEL
    
    
    )
    
    
    /s/ Steven LaubCORPORATION
    
    
    )
    
    
    Director/Officer)Signature of witness:
    
    /s/ Walt LifseyName (in BLOCK CAPITALS):
    
    WALT LIFSEYAddress:
 Signature
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Signed
by C.C. Wei
    
    
    )a director or officer duly authorised for
    
    
    )and on behalf of TAIWAN
    
    
    )SEMICONDUCTOR
    
    
    )MANUFACTURING COMPANY
    
    
    )
    
    
    /s/ C.C. WeiLIMITED
    
    
    )
    
    
    Officer)
 Signature Page to Tripartite Agreement




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Signed
by Piet Pulford
    
    
    )a director or officer duly authorised for
    
    
    )and
on behalf of HIGHBRIDGE
    
    
    )
    
    
    /s/ Piet PulfordBUSINESS PARK LIMITED
    
    
    )
    
    
    Director/OfficerSigned by Piet Pulford
    
    
    )a director or officer duly authorised for
    
    
    )and on behalf of
    
    
    )
    
    
    /s/ Piet PulfordHIGHBRIDGE PROPERTIES PLC
    
    
    )
    
    
    Director/Officer
 Signature Page to Tripartite Agreement