##### 



Confidential Treatment Requested
 Final
    
    32nm Bulk-Industry Standard Semiconductor Process Technology
 JOINT DEVELOPMENT PROJECT AGREEMENT
 for
 32nm BULK-INDUSTRY STANDARD SEMICONDUCTOR PROCESS TECHNOLOGY
 with
 INTERNATIONAL BUSINESS MACHINES CORP.
 dated
 DECEMBER 15, 2006
 IBM CONFIDENTIAL
    1
    Joint Development Project Agreement




---



##### 



Final
    
    32nm Bulk-Industry Standard Semiconductor Process Technology
 Joint Development Project Agreement for 32nm Bulk-Industry Standard Semiconductor Process
Technology International Business Machines Corporation (IBM) all Participating Parties
 WHEREAS
 WHEREAS,
 WHEREAS
 WHEREAS
 NOW THEREFORE
 Additional Definitions.
     IBM CONFIDENTIAL

    2
    Joint Development Project Agreement




---



##### 



Final
    
    32nm Bulk-Industry Standard Semiconductor Process Technology
         IBM CONFIDENTIAL

    3
    Joint Development Project Agreement




---



##### 



Final
    
    32nm Bulk-Industry Standard Semiconductor Process Technology
        2
   2. IBM Development Facilities; Agreement Structure; Relationship to Other Documents.
   IBM CONFIDENTIAL

    4
    Joint Development Project Agreement




---



##### 



Final
    
    32nm Bulk-Industry Standard Semiconductor Process Technology
    3.
    
    Scope of Development Project.
   IBM CONFIDENTIAL

    5
    Joint Development Project Agreement




---



##### 



REDACTED
    
    CONFIDENTIAL TREATMENT REQUESTED
The portions of this document marked by XXXXX have been omitted and are
filed separately with the Securities and Exchange Commission.
 Final
    
    32nm Bulk-Industry Standard Semiconductor Process Technology
  4.
    
    Information Transfers.
    1. To contractors, suppliers, and consultants (and, for clarity, Subsidiaries of such
Participating Party acting in any of the foregoing capacities) as may be reasonably necessary
for Participating Party to manufacture Integrated Circuits and Semiconductor Products. By way
of example and not limitation, examples of the general types of information the Parties agree
are reasonably necessary for disclosure to such contractors, suppliers, and consultants are
as follows:XXXXXX2. To customers (including companies providing design services to such customers), library/IP
creators, Electronic Design Automation (EDA) vendors, consultants (such consultants including
design service providers, integrated circuit designers, and external subcontractors), (and, for
clarity, Subsidiaries of a Participating Party acting in any of the foregoing capacities)
(collectively, Customers/Designers) as may be reasonably necessary to enable the design and
sale of Integrated Circuits or Semiconductor Products to such customers by Participating Party.
By way of example and not limitation, examples of the general types of information the Parties
 IBM CONFIDENTIAL

    6
    Joint Development Project Agreement




---



##### 



REDACTED
    
    CONFIDENTIAL TREATMENT REQUESTED
The portions of this document marked by XXXXX have been omitted and are
filed separately with the Securities and Exchange Commission.
 Final
    
    32nm Bulk-Industry Standard Semiconductor Process Technology
 agree are reasonably necessary for disclosure to some or all Customers/Designers are as
follows:XXXXXXThis Section 4(c)2 also includes the right to sublicense (as set forth in Section 8.5 of the
Master Terms) to EDA vendors and circuit design or library providers where such sublicense is
for the benefit of the Participating Partys foundry business in connection with the
manufacture and sale of wafers containing Integrated Circuits, acknowledging that such Third
Parties may license for their own benefit the resultant EDA software and/or cores or IP blocks
to Customers/Designers.This Section 4(c)2 also includes the right to disclose to a Participating Partys customers as
may be reasonably necessary, solely for the purpose of enabling the Participating Party to
develop Derivative Technology for the manufacture of Integrated Circuits or Semiconductor
Products solely for such customer and to manufacture Integrated Circuits or Semiconductor
Products for such customer. The resultant Derivative Technology may be used by the
Participating Party to manufacture Integrated Circuits or Semiconductor Products for future
customers, but such future customers will not get any access to any of the Specific Results
and/or Background Know-How, except as otherwise set forth in this Section 4.
  (a)
    
    such agreements must obligate the recipient to utilize the disclosed
information solely for the benefit of the discloser and for no other purpose, and
solely in furtherance of the purposes set forth in this Section 4; and(b)
    
    such disclosures shall be subject to confidentiality terms and conditions
that are the same or substantially similar to those set forth in this Agreement, and
at a minimum must have a confidentiality term that is no shorter than XXXXXX.
 5.
    
    Tool Vendor Confidential Information.
  IBM CONFIDENTIAL

    7
    Joint Development Project Agreement




---



##### 



REDACTED
    
    CONFIDENTIAL TREATMENT REQUESTED
The portions of this document marked by XXXXX have been omitted and are
filed separately with the Securities and Exchange Commission.
 Final
    
    32nm Bulk-Industry Standard Semiconductor Process Technology
   6. Project Term and Termination.
     IBM CONFIDENTIAL

    8
    Joint Development Project Agreement




---



##### 



REDACTED
    
    CONFIDENTIAL TREATMENT REQUESTED
The portions of this document marked by XXXXX have been omitted and are
filed separately with the Securities and Exchange Commission.
 Final
    
    32nm Bulk-Industry Standard Semiconductor Process Technology
  7. Management of the Development Project; Notice.
    Limitation Amount
  IBM CONFIDENTIAL

    9
    Joint Development Project Agreement




---



##### 



Final
    
    32nm Bulk-Industry Standard Semiconductor Process Technology
  International Business Machines Corporation
 
  IBM CONFIDENTIAL

    10
    Joint Development Project Agreement




---



##### 



Final
    
    32nm Bulk-Industry Standard Semiconductor Process Technology
    IBM CONFIDENTIAL

    11
    Joint Development Project Agreement




---



##### 



REDACTED
    
    CONFIDENTIAL TREATMENT REQUESTED
The portions of this document marked by XXXXX have been omitted and are
filed separately with the Securities and Exchange Commission.
 Final
    
    32nm Bulk-Industry Standard Semiconductor Process Technology
  TECHNICAL OBJECTIVES
 XXXXXX
 IBM CONFIDENTIAL

    12
    Joint Development Project Agreement




---



##### 



REDACTED
    
    CONFIDENTIAL TREATMENT REQUESTED
The portions of this document marked by XXXXX have been omitted and are
filed separately with the Securities and Exchange Commission.
 Final
    
    32nm Bulk-Industry Standard Semiconductor Process Technology
  DEVELOPMENT SCHEDULE
 XXXXXX
 IBM CONFIDENTIAL

    13
    Joint Development Project Agreement




---



##### 



REDACTED
    
    CONFIDENTIAL TREATMENT REQUESTED
The portions of this document marked by XXXXX have been omitted and are
filed separately with the Securities and Exchange Commission.
 Final
    
    32nm Bulk-Industry Standard Semiconductor Process Technology
  DOCUMENTATION
 XXXXXX
 IBM CONFIDENTIAL

    14
    Joint Development Project Agreement