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Confidential Treatment Requested
 
 Third Amended and Restated Amendment No. 3November 17, 2006
    
    Execution Copy
 Amendment No. 3 (Amended and Restated Amendment No. 3)
 WHEREAS
 WHEREAS,
   WHEREAS
 WHEREAS,
 NOW THEREFORE
 1.
 2.
 3.
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REDACTED
    
    CONFIDENTIAL TREATMENT REQUESTEDThe portions of this document marked by XXXXX have been omitted and arefiled separately with the Securities and Exchange Commission.
 Third Amended and Restated Amendment No. 3November 17, 2006
    
    Execution Copy
  a.
 b.
 b1.
      b2
 i)
    
    for each Sale of a DFM Royalty Product in the XXXXXX after the Royalty
Commencement Date, XXXXXX per wafer;ii)
    
    for each Sale of a DFM Royalty Product in the XXXXXX after the Royalty
Commencement Date, XXXXXX per wafer;iii)
    
    for each Sale of a DFM Royalty Product in the XXXXXX after the Royalty
Commencement Date, XXXXXX per wafer; and
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REDACTED
    
    CONFIDENTIAL TREATMENT REQUESTEDThe portions of this document marked by XXXXX have been omitted and arefiled separately with the Securities and Exchange Commission.
 Third Amended and Restated Amendment No. 3November 17, 2006
    
    Execution Copy
 iv)
    
    for each Sale of a DFM Royalty Product beyond the XXXXX after the
Royalty Commencement Date, XXXXXX per wafer.
    b3
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REDACTED
    
    CONFIDENTIAL TREATMENT REQUESTEDThe portions of this document marked by XXXXX have been omitted and arefiled separately with the Securities and Exchange Commission.
 Third Amended and Restated Amendment No. 3November 17, 2006
    
    Execution Copy
    
  
 4.
 5.
 6.
    6.1
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REDACTED
    
    CONFIDENTIAL TREATMENT REQUESTEDThe portions of this document marked by XXXXX have been omitted and arefiled separately with the Securities and Exchange Commission.
 Third Amended and Restated Amendment No. 3November 17, 2006
    
    Execution Copy
   7.
  8.
 9.
 10.
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Third Amended and Restated Amendment No. 3November 17, 2006
    
    Execution Copy
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Third Amended and Restated Amendment No. 3
November 17, 2006
    
    Execution Copy
  Chartered Semiconductor Manufacturing 
Ltd
    
    International Business Machines
CorporationBy: /s/ Chia Song Hwee 
Name: Chia Song Hwee 
Title: President and CEO
    
    By: /s/ Bernard Meyerson
Name: Bernard Meyerson
Title: Vice President, Strategic Alliances,
IBM Systems & Technology GroupDate: 20/11/2006
    
    Date: Nov 20, 2006
 Enc:
    
    Attachment A, Statement of Work  90nm 300mm CMOS 9SF Design Kit Models
Attachment B, Statement of Work  Exchange of Improvements
Attachment C, Statement of Work  Chartered Background Know How
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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.
 Third Amended and Restated Amendment No. 3
November 17, 2006
    
    Execution Copy
 Attachment A
 Statement of Work  XXXXXX
  XXXXXX
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Third Amended and Restated Amendment No. 3
November 17, 2006
    
    Execution Copy
 Attachment B
 Statement of Work  Exchange of Improvements
  1.
    
    Design Kit Models (90nm)
 
    
    DRC Runsets (Hercules and Calibre)
    
    Post cheese and fill DRC Runset as available (Hercules and/or Calibre)  to be
developed pursuant to a schedule as agreed by the Technical Coordinators
    
    LVS Runsets (Hercules and Calibre)
    
    PEX Runsets (Star RCXT and Calibre XRC)
 2.
    
    Auxiliary 90nm Enablement
 
    
    PEX Input Files
    
    Regression Tests & Validation software for DRC
    
    Regression Tests for Post Cheese and Fill DRC )  to be developed pursuant to a
schedule as agreed by the Technical Coordinators
    
    Regression Tests & Validation software for LVS
    
    Regression Tests & Validation software for PEX
    
    ESD Documentation Kit (GDS2 and documentation)
    
    eFuse Documentation Kit (GDS2 and documentation)
    
    Chip Kit (GDS2 for Guard ring & Alphanumerics)
    
    Dual-Port SRAM cells and associated cells: GDS2 Layouts and models
    
    Single-Port normal and dense SRAM cells and associated cells: GDS2 Layouts and models
(as defined in the SF Process Development and Cost Sharing Agreement)
    
    Cadence Tech Files
    
    Technology Design Manuals
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Third Amended and Restated Amendment No. 3
November 17, 2006
    
    Execution Copy
 
    
    Model Reference Guides
    
    Spice models (Hspice and Spectre)
 3.
    
    Method of Addressing Enablement Issues
 (A): Method of Addressing Technical Issues
  Deliverable
    
    Discipline ManagerDRC Runsets & Regressions
    
    DRC ManagerLVS Runsets & Regressions
    
    LVS ManagerPEX Runsets & Regressions
    
    PEX ManagerE-Fuse Kit
    
    E-Fuse ManagerChip Kit & Cadence Tech Files
    
    Library ManagerMemory Cells
    
    SRAM ManagerDevice Models & Model Reference Guide
    
    Base & LP Model ManagersTechnology Design Manual
    
    Design Manual Manager
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Third Amended and Restated Amendment No. 3
November 17, 2006
    
    Execution Copy
 (B): Special Technical Case: DRC Interpretation Issue:
  
 C: Addressing Schedule Issues
  D: Resources.
  
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Third Amended and Restated Amendment No. 3
November 17, 2006
    
    Execution Copy
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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.
 Third Amended and Restated Amendment No. 3
November 17, 2006
    
    Execution Copy
 Attachment C
 Statement of Work 
 XXXXXX
 IBM/Chartered Confidential
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