##### 



Confidential Treatment Requested
 
 EXECUTION VERSION
    
    
    
    IBM License Number: L065073
 PARTICIPATION AGREEMENT
 Between
 INTERNATIONAL BUSINESS MACHINES CORP.
 And
 CHARTERED SEMICONDUCTOR MANUFACTURING LTD.
 Dated
 January 1, 2007
 IBM  CHARTERED CONFIDENTIAL
    1
    IBM  Chartered Participation Agreement




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##### 



EXECUTION VERSION
    
    
    
    IBM License Number: L065073
 Participation Agreement st  International Business Machines Corporation (IBM) Chartered Semiconductor Manufacturing Ltd.,
(Company)
 WHEREAS
 WHEREAS
 WHEREAS
 WHEREAS
 WHEREAS
 IBM  CHARTERED CONFIDENTIAL
    2
    IBM  Chartered Participation Agreement




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##### 



EXECUTION VERSION
    
    
    
    IBM License Number: L065073
 WHEREAS
 WHEREAS
 WHEREAS
 WHEREAS
 NOW THEREFORE
 1. Additional Definitions.
      IBM  CHARTERED CONFIDENTIAL
    3
    IBM  Chartered Participation Agreement




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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.
 EXECUTION VERSION
    
    
    
    IBM License Number: L065073
      IBM  CHARTERED CONFIDENTIAL
    4
    IBM  Chartered Participation Agreement




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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.
 EXECUTION VERSION
    
    
    
    IBM License Number: L065073
           IBM  CHARTERED CONFIDENTIAL
    5
    IBM  Chartered Participation Agreement




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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.
 EXECUTION VERSION
    
    
    
    IBM License Number: L065073
    ,
      IBM  CHARTERED CONFIDENTIAL
    6
    IBM  Chartered Participation Agreement




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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.
 EXECUTION VERSION
    
    
    
    IBM License Number: L065073
           IBM  CHARTERED CONFIDENTIAL
    7
    IBM  Chartered Participation Agreement




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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.
 EXECUTION VERSION
    
    
    
    IBM License Number: L065073
     2.
    
    Binding Contract.
  ab initio,
 IBM  CHARTERED CONFIDENTIAL
    8
    IBM  Chartered Participation Agreement




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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.
 EXECUTION VERSION
    
    
    
    IBM License Number: L065073
  3. Company Participation Periods; Term.
 4. Company Staffing.
 5.
Company Contributions and Other Payments.
   IBM  CHARTERED CONFIDENTIAL
    9
    IBM  Chartered Participation Agreement




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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.
 EXECUTION VERSION
    
    
    
    IBM License Number: L065073
    IBM Corporation
Director of Licensing
PNC BANK
500 First Avenue
Pittsburgh, PA 15219
Account No. 1017306369
ABA Routing No. 043000096
License Ref No. L065073
  Company Name
Reason for Payment
License Reference No. L065073
   IBM  CHARTERED CONFIDENTIAL
    10
    IBM  Chartered Participation Agreement




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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.
 EXECUTION VERSION
    
    
    
    IBM License Number: L065073
    (ii)
    
    Company shall pay to IBM all royalties accrued under this Section 5(f) within forty-five (45)
days after the end of each calendar quarter in which such royalties accrued. In the event
that Company is required to withhold taxes from the royalty payments due to IBM, Company shall
be entitled to deduct such taxes from the payment due to IBM and to pay the same to the
appropriate taxing authority. Company will provide IBM with documentation evidencing such
payments with the applicable royalty payment. Company shall report to IBM the date of its
first Sale of (i) an LP-RF Product within forty-five (45) days after its occurrence, and (ii)
an LP-RF Qualified Product. Company shall provide IBM with a written report explaining how
the amount of the payment was calculated, including the number of LP-RF Products Sold during
the quarter, by customer, and by node and the aggregate amount of all royalties due; it being
agreed that Company may mask the name of the individual companies. If Company is selling LP-RF
Products other than in wafer form, Company shall also calculate and report the equivalent
wafers based upon the chip size and the average yield (e.g. wafer final test and module final
test) by customer, by product and by node. Company shall submit a written report to the IBM
Director of Licensing at IBM Corporation, North Castle Drive, MD-NC119, Armonk, NY 10504-1785,
USA; Facsimile: (914) 765-4380 setting forth the quantity of LP-RF Product Sold to Companys
customers during the previous calendar quarter. Overdue amounts shall be subject to an
interest charge of the lesser of eighteen percent (18%) of the total amount due, or the
maximum percentage rate allowable by applicable law.
 For three (3) years after royalties are payable pursuant to Section 5(f), Company shall
maintain a complete, clear and accurate record of the number of LP-RF Products and type of
LP-RF Products Sold by customer to determine whether Company is paying the correct royalty
amount hereunder. To ensure compliance with Section 5(f), IBM shall have the right to inspect
and audit periodically the relevant accounting and sales books and records of Company. The
time period that is audited by IBM will not be subject to subsequent audits. The audit will be
conducted by an independent certified public accounting firm mutually acceptable to the
Parties, and shall be conducted following reasonable prior written notice during regular
business hours at Companys offices and in such a manner as not to interfere with Companys
normal business activities. As a condition of such audit, Company may, at its sole discretion,
(i) require the auditor to sign a reasonable confidentiality agreement to protect the
confidential information of Company, (ii) limit the auditor to providing IBM with a written
report of the audit results, not any other Company confidential information, and (iii) require
the auditor to provide Company with a copy of such auditors report
 IBM  CHARTERED CONFIDENTIAL
    11
    IBM  Chartered Participation Agreement




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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.
 EXECUTION VERSION
    
    
    
    IBM License Number: L065073
 promptly. In no event shall audits be made hereunder more frequently than once every twelve
(12) months, unless an audit reveals an issue, in which case such audits may be more frequent.
If any audit should disclose any underpayment, Company shall promptly (but in any event within
forty five (45) days) pay the difference. The independent certified public accounting firms
fee will be paid by IBM unless the report of the independent certified public accounting firm
determines that Company has underpaid royalties during the period of the audit in an amount
exceeding five percent (5%) of the royalties owed. In the event such an underpayment is
reported, IBM shall provide an original invoice to Company, and Company shall pay the
independent certified public accounting firms fee within forty-five (45) days of the receipt
of such original invoice. In the event an overpayment is reported, IBM shall provide Company
with a credit within forty-five (45) days in the amount of such overpayment to be applied
against Companys future royalty obligations.
 6. Limitation Amount.
 7. Confidentiality; Information Transfers; Licenses to Background Know-How.
    IBM  CHARTERED CONFIDENTIAL
    12
    IBM  Chartered Participation Agreement




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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.
 EXECUTION VERSION
    
    
    
    IBM License Number: L065073
   8. Assignment.
 IBM  CHARTERED CONFIDENTIAL
    13
    IBM  Chartered Participation Agreement




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##### 



EXECUTION VERSION
    
    
    
    IBM License Number: L065073
 9. Termination.
      10 Patent Licenses/No Patent Licenses .
 11 Company Information; Participating Parties.
 IBM  CHARTERED CONFIDENTIAL
    14
    IBM  Chartered Participation Agreement




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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.
 EXECUTION VERSION
    
    
    
    IBM License Number: L065073
  12. General.
   XXXXXX
  IBM  CHARTERED CONFIDENTIAL
    15
    IBM  Chartered Participation Agreement




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##### 



EXECUTION VERSION
    
    
    
    IBM License Number: L065073
 IN WITNESS WHEREOF
 CHARTERED SEMICONDUCTORMANUFACTURING LTD.
    
    INTERNATIONAL BUSINESSMACHINES CORPORATION/s/ Chia Song Hwee 
By (Sign)
    
    /s/ Adalio T. Sanchez
By (Sign)Chia Song Hwee
    
    Adalio T. SanchezName (Print)
    
    Name (Print)President and CEO
    
    GM Technology Collaboration SolutionsTitle
29 December 2006
    
    Title
12/29/06Date
    
    Date
 IBM  CHARTERED CONFIDENTIAL
    16
    IBM  Chartered Participation Agreement




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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.
 EXECUTION VERSION
    
    
    
    IBM License Number: L065073
 EXHIBIT A  DEVELOPMENT PROJECTS
  IBM  CHARTERED CONFIDENTIAL
    17
    IBM  Chartered Participation Agreement




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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.
 EXECUTION VERSION
    
    
    
    IBM License Number: L065073
 EXHIBIT B  COMPANY STAFFING
 XXXXXX
 IBM  CHARTERED CONFIDENTIAL
    18
    IBM  Chartered Participation Agreement




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##### 



EXECUTION VERSION
    
    
    
    IBM License Number: L065073
 EXHIBIT C  PARTICIPATING PARTY NOTIFICATION
 Re: Participating Party Notification  Joint Development Project Development Agreement for
[___] (Development Project) dated as of [___].
    1.
    
    Company Name and Address: [___].2.
    
    Company [is] [is not] a Patent-Participating Party for the above-referenced
Development Project (See Section 8.6 of the Master Terms).3.
    
    Notice Address for the Company (See Section 13 of the Master Terms):
[___]4.
    
    Company Designated Executive and contact information (See Section 18 of the Master
Terms): [___]5.
    
    Company Management Committee Member and contact information (See Section 13 of the
Master Terms): [___]6.
    
    Company Project Leader and contact information (See Section 13 of the Master
Terms): [___]7.
    
    Company Technical Coordinator and contact information (See Section 13 of the Master
Terms): [___]8.
    
    Company Steering Committee Member and contact information (See Section [___] of the
Project Agreement): [___]
 IBM  CHARTERED CONFIDENTIAL
    19
    IBM  Chartered Participation Agreement




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##### 



EXECUTION VERSION
    
    
    
    IBM License Number: L065073
 
 9.
    
    Company is currently scheduled to participate in the Development Project from ___
until ___, but the actual end date is subject to change without advance notice to the
other Participating Parties.
    By:Name:Title:Date:
 IBM  CHARTERED CONFIDENTIAL
    20
    IBM  Chartered Participation Agreement




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##### 



EXECUTION VERSION
    
    
    
    IBM License Number: L065073
 EXHIBIT D  PARTICIPATING PARTIES (as of the Participation Effective Date)
 Freescale Semiconductor, Inc.
 IBM  CHARTERED CONFIDENTIAL
    21
    IBM  Chartered Participation Agreement




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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.
 EXECUTION VERSION
    
    
    
    IBM License Number: L065073
 EXHIBIT E  ADDITIONAL CHARTERED DISCLOSURE RIGHTS RELATED TO THE BULK PROJECTS AND LP-RF CMOS
PROJECTS.
         7.7.1
    
    XXXXXX7.7.2
    
    XXXXXX7.7.3
    
    XXXXXX7.7.4
    
    IBM shall have the following audit rights. IBM shall nominate three (3)
independent auditors, from which Company shall select one, to conduct, within five (5)
working days for all Chartered Jointly Owned Facilities except those described in
Section 7.7.5 of this Exhibit E, below, for which the time period shall be ten (10)
working days prior notice to Company and no more frequently than semiannually for all
Chartered Jointly Owned Facilities except those described in Section 7.7.5 of this
Exhibit E, for which the frequency shall be no more than once per year (or, at IBMs
option, as frequently as once a quarter should an audit uncover a material
noncompliance), an audit of the Chartered Jointly Owned Facility(ies) which have
received Specific Results and/or Background Know-How from Chartered to assure
compliance with this Section 7.7 of this Exhibit
 IBM  CHARTERED CONFIDENTIAL
    22
    IBM  Chartered Participation Agreement




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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.
 EXECUTION VERSION
    
    
    
    IBM License Number: L065073
 
 E. Such auditor shall enter into a confidentiality agreement with Company and/or
with IBM (in which case the agreement would include a provision under which Company
would be granted third party beneficiary status (or the equivalent under whatever
law applies to the agreement) with an independent right to enforce the applicable
provisions of such confidentiality agreement as they pertain to Companys
confidential information) sufficient to limit use and disclosure by such auditor
solely to determine Companys compliance with its obligations under this Section
7.7 of this Exhibit E and shall not disclose to IBM any Company confidential
information other than that necessary to understand any noncompliance situation.
In the absence of a finding of noncompliance such auditor shall not be present at
such Chartered Jointly Owned Facility for more than five (5) working days.7.7.5
    
    In the case of Chartered Jointly Owned Facilities Fab 5 and Fab 6,
information that would disclose detailed aspects of the Specific Results and
Background Know-How shall only be disclosed to those Company employees and employees
of such Chartered Jointly Owned Facility (including those who may have been employees
of one of the other owners) that in Companys opinion and sole discretion have a need
to know for purposes of carrying out their duties in such Chartered Jointly Owned
Facility. The foregoing information shall not be transferred to other owners(s) of
such Chartered Jointly Owned Facilities, employees of such other owner(s) (except as
set forth in the following sentence), or any other Third Party. Without limiting the
foregoing, the Parties agree that incidental access to general aspects of Specific
Results and Background Know-How (e.g. as part of normal operational briefings) by
employees of such other owner(s) that are otherwise resident at or assigned to such
Chartered Jointly Owned Facility shall not be considered a breach of this Section
7.7.5 of this Exhibit E.7.7.6
    
    In the case of Chartered Jointly Owned Facilities that are established after
December 15, 2004 (including but not limited to Chartereds Fab 7 Facility if it
becomes a Chartered Jointly Owned Facility), the following shall apply:7.7.6.1
    
    Other than Company, XXXXXX (however, Company may add XXXXXX with the prior written
consent of IBM, which consent shall not be unreasonably withheld) (none of which are
XXXXXX) may be co-owners with Company in Chartereds Fab 7 Facility and one other
Chartered fabrication facility established after December 15, 2004.(a) Provided, however, that the foregoing restrictions shall apply only if
employees of a XXXXXX are present and have access to or are
 IBM  CHARTERED CONFIDENTIAL
    23
    IBM  Chartered Participation Agreement




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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.
 EXECUTION VERSION
    
    
    
    IBM License Number: L065073
 
 exposed to any portion of Specific Results or Background Know-How (except as
otherwise permitted pursuant to this Section 7.6 of this Exhibit E) at such
Chartered Jointly Owned Facility.(b) For purpose of this Section 7.7.6 of this Exhibit E, XXXXXX means a Third
Party who has a XXXXXX percent or greater ownership interest or control, directly
or indirectly, of XXXXXX provided, however, that XXXXXX does not include the
following entities: XXXXXX or one or more Participating Parties under such Bulk
Project and LP-RF CMOS Projects (provided that such Participating Party has a
license to the applicable Bulk Project and LP-RF CMOS Project information at the
time the Specific Results and Background Know-How from such Project are utilized in
such facility), or a Third Party who is merely a financial investor in such
Chartered Jointly Owned Facility, and the restrictions set forth in Sections
7.7.6.1, 7.7.6.2 and 7.7.6.4 of this Exhibit E shall not apply to any such parties.
In addition, XXXXXX shall not include XXXXXX7.7.6.2
    
    Company agrees that the access or exposure provided to the XXXXXX employees
described in Section 7.7.6.1 (a) of this Exhibit E, shall be limited to that
necessary, in Companys reasonable opinion in order to carry out their
responsibilities in such Chartered Jointly Owned Facility. Such employees of XXXXXX
shall have no right to take any portions of the Specific Results or Background
Know-How (other than residuals as defined in Section 9.1 of the Master Terms, which
shall still be considered confidential and subject to Section 7 of the Master Terms)
outside the Chartered Jointly Owned Facility. In the event that such employees are
present and regardless of the type and amount of such access by such employees as
described in Section 7.7.6.1(a) of this Exhibit E, such Chartered Jointly Owned
Facility shall pay a royalty of XXXXXX Such royalty shall be paid as follows:(a)
    
    such royalty shall be due and payable, as set forth in Section 7.7.6.2 (c) of
this Exhibit E, upon shipment to the XXXXXX for all production wafers fabricated
within XXXXXX from the date of the first production shipment with purchase order
(excluding shipment of prototypes and design evaluation hardware) of wafers to the
XXXXXX; and(b)
    
    if any Specific Results are utilized in a Chartered Jointly Owned Facility
then such royalty shall apply for XXXXXX from the date of first production shipment of
any wafers using the Bulk CMOS from the applicable Bulk Project and LP-RF CMOS
Projects;
 IBM  CHARTERED CONFIDENTIAL
    24
    IBM  Chartered Participation Agreement




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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.
 EXECUTION VERSION
    
    
    
    IBM License Number: L065073
 
 (c)
    
    all such royalties payable to IBM shall be payable directly from such
Chartered Jointly Owned Facility within forty five (45) days after the end of each
calendar quarter to the account identified by IBM. In addition, Company shall or
shall cause such Chartered Jointly Owned Facility to submit to IBM and Company a
report setting forth the quantity of Semiconductor Products Sold to the XXXXXX and
total Net Selling Price for the previous quarter. Such report shall be submitted
within forty five (45) days after the end of each calendar quarter to the Director of
Licensing (in IBMs case) and to the Chief Financial Officer (in Companys case) at
the address identified for each, whether or not any royalty is due for such quarter.Should a XXXXXX wish to receive (before such time as Company
has the right to disclose directly to such XXXXXX pursuant to Section 7.11
of this Exhibit E or other provisions of the Agreement) the Specific Results and
Background Know-How, other than as set forth above, it may request a license to do so
from IBM. Should IBM grant such a license to one of the XXXXXX set forth in
Section 7.7.6.1 of this Exhibit E (at any time before Company has the right to do so
directly pursuant to Section 7.11 of this Exhibit E or the other provisions of the
Agreement), which XXXXXX was referred to IBM by Company, IBM agrees to
XXXXXX the license fee and royalty payments from such license with Company
and Companys share of such license fee and royalty payments shall be paid directly to
Company by the licensee; provided, however, that such obligation to share such fees
and royalties shall not apply to (a) any amounts for related services such as
technology transfer, support, and maintenance, or any amounts for other arrangements
such as revenue from the Sales of Semiconductor Products any other form (e.g. wafer or
die) containing an Integrated Circuit(s); (b) any license or other arrangement with
such Semico Owner entered into prior to the date it became an owner of such Chartered
Jointly Owned facility, or any grant of license or other arrangement that does not
include a license grant to the XXXXXX  for Specific Results and Background
Know-How; or (c) any patent cross-license agreement between IBM and the
XXXXXX. In addition, IBM shall include a provision in the license
agreement requiring the licensee to submit to Company a report setting forth the fees
and royalties for the previous quarter and the method of calculation therefor. Such
report shall be submitted within thirty (30) days after the end of each calendar
quarter to the person designated and at the address designated by the party, whether
or not any fees or royalties are due for such quarter.7.7.6.3
    
    Other than as set forth in Section 7.7.6.2 of this Exhibit E, information that
would disclose detailed aspects of the Specific Results and Background Know-How,
including but not limited to process recipes, tool settings,
 IBM  CHARTERED CONFIDENTIAL
    25
    IBM  Chartered Participation Agreement




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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.
 EXECUTION VERSION
    
    
    
    IBM License Number: L065073
 
 specific process flows, or manufacturing process specifications, shall only be
disclosed to those Company employees and employees of such Chartered Jointly Owned
Facility (including those who may have been employees of one of the other owners)
that in Companys opinion and sole discretion have a need to know for purposes of
carrying out their duties in such Chartered Jointly Owned Facility. The foregoing
information shall not be transferred to other owners(s) of such Chartered Jointly
Owned Facilities, employees of such other owner(s) (except as set forth in the
following sentence), or any other Third Party. Without limiting the foregoing, the
Parties agree that incidental access to general aspects of Specific Results and
Background Know-How (e.g. as part of normal operational briefings) by employees of
such other owner(s) that are otherwise resident at or assigned to such Chartered
Jointly Owned Facility shall not be considered a breach of this Section 7.7.6.3 of
this Exhibit E.7.7.6.4
    
    Company shall secure a written agreement with such XXXXXX that are
co-owners pursuant to Section 7.7.6.1 of this Exhibit E, by which the other owner
agrees that it will abide by the applicable provisions of this Section 7.7 of this
Exhibit E.
 7.7.7    Should a Chartered Jointly Owned Facility cease to retain the licenses and other
benefits provided by the Agreement for any reason, including by virtue of a) a reduction in
the ownership percentage of Company, or b) a failure to abide by the provisions of this
Section 7.7 of this Exhibit E, such entity shall retain such licenses notwithstanding such
license cessation for a period of time as may be required to enable such entity to fulfill
any purchase orders or other legally binding commitments existing as of the date of such
license cessation, but such period of time shall not exceed XXXXXX. As soon as reasonably
practicable after such ownership change, such entity shall indicate in its web sites and
other marketing communications channels that it shall no longer offer products made
utilizing the rights licensed hereunder. After the date of such license cessation, such
entity will not (unless otherwise authorized by IBM) enter into any new supply or other
commitments that would require the exercise of rights granted to it by IBM under this
Section 7.7 of this Exhibit E.
 7.8-7.10 Intentionally Omitted.
 7.11
    
    If the Parties do not enter into an agreement by XXXXXX to jointly develop a Future
Technology for 22nm Bulk CMOS, then Company shall have the right (in addition to its other
rights under the Agreement) to disclose Specific Results and/or Background Know-How from the
Bulk Projects and LP-RF CMOS Projects, to Chartered Joint Development Partners for the purpose
of jointly developing Future Technologies for Bulk CMOS, under the following conditions:
 IBM  CHARTERED CONFIDENTIAL
    26
    IBM  Chartered Participation Agreement




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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.
 EXECUTION VERSION
    
    
    
    IBM License Number: L065073
 
 (a)
    
    XXXXXX; and(b)
    
    the joint development relationship with the Company Joint Development
Partner(s) must be set forth in a written agreement that includes
 (i)
    
    XXXXXX;(ii)
    
    XXXXXX;(iii)
    
    a period of confidentiality consistent with that
set forth herein; and(iv)
    
    XXXXXX.
 7.12
    
    In addition to Companys rights under Section 4 of the applicable Project Agreement,
beginning XXXXXX, IBM has no objection if Company permits its customers who
rightfully received certain aspects of Specific Results and/or Background Know-How pursuant to
such Project Agreement, to further disclose the following portions of such Specific Results
and/or Background Know-How directly to contractor(s) who are retained to provide Integrated
Circuit design services for such Company customer: the applicable (design manual, SPICE models
(object code only), DRC, LVS and PEX decks (excluding the input files of such decks).
Although Company is not required to enter into a direct written agreement with each such
customer contractor, Company shall (a) require approval and approve each customer disclosure
that is proposed pursuant to the preceding sentence; and (b) require that such disclosures
cannot be made without a written agreement between Companys customer and such customers
contractor that, at a minimum, requires: (I) a term of confidentiality consistent with that
set forth in the Agreement, and (II) limits such contractors use of such information in
accordance with terms and conditions consistent with those set forth in the Agreement.
 IBM  CHARTERED CONFIDENTIAL
    27
    IBM  Chartered Participation Agreement




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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.
 EXECUTION VERSION
    
    
    
    IBM License Number: L065073
 
 EXHIBIT F  LIMITATIONS ON AND CONDITIONS OF CERTAIN DISCLOSURES FROM THE 32NM BULK PROCESS
PROJECT AND THE 45NM BULK PROCESS PROJECT TO
  IBM  CHARTERED CONFIDENTIAL
    28
    IBM  Chartered Participation Agreement




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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.
 EXECUTION VERSION
    
    
    
    IBM License Number: L065073
 EXHIBIT G  ADDITIONAL IBM DISCLOSURE AND SUBLICENSE RIGHTS FOR THE BULK & ENABLEMENT
TECHNOLOGIES
  7.5
    
    Rights of IFX to Disclose to Joint Manufacturing Facilities and Third Parties.
 7.5.1
    
    IFX shall have the right to disclose Specific Results and Background
Know-How from a Bulk Project to XXXXXX Joint Manufacturing Facilities,
XXXXXX. Such disclosure of Specific Results and/or Background Know-How
shall not occur prior to L1 of the applicable Bulk CMOS, and must be subject to a
written agreement between IFX and such recipient Third Party that, at a minimum, shall
have a term of confidentiality consistent with that set forth the Agreement, and that
limits such recipients use of such information in accordance with terms and
conditions consistent to those set forth in the Agreement.(a) IFX on behalf of itself and its Subsidiaries hereby agrees to treat
XXXXXX (the ROFR Members) as preferred suppliers for Semiconductor
Products fabricated using such Specific Results and Background Know-How, which
means that IFX and its Subsidiaries shall provide to each of the ROFR Members a
rolling, long range capacity/production forecasts for such products. As part of
such status as preferred suppliers, prior to any disclosure of such Specific
Results and Background Know-How to such Joint Manufacturing Facility, IFX and its
Subsidiaries shall offer to each of the ROFR Members the opportunity to fabricate
the Semiconductor Products in question. IFX has to take reasonable steps in order
to allow each of the ROFR Members a reasonable opportunity to manufacture
Semiconductor Products for IFX that are based on such technology. IFX shall
negotiate in good faith with each of the ROFR Members to establish a manufacturing
agreement that specifies the necessary conditions to satisfy IFXs manufacturing
requirements, e.g., lead time sufficient to install and qualify the Semiconductor
Products, commitment on volume, and yield plans. XXXXXX then IFX shall
not carry out such disclosure to such Joint Manufacturing Facility.
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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.
 EXECUTION VERSION
    
    
    
    IBM License Number: L065073
 
 (b) Information that would disclose detailed aspects of Specific Results and
Background Know-How for a given Bulk Project, including but not limited to process
recipes, tool settings, specific process flows, or manufacturing process
specifications, shall be disclosed only to those IFX employees in such Joint
Manufacturing Facility, and employees of such Joint Manufacturing Facility itself
(including those who may have been employees of the other owner of such Joint
Manufacturing Facility), that in IFXs opinion and sole discretion have a need to
know for purposes of carrying out their duties in such Joint Manufacturing
Facility. The foregoing information shall not be transferred to the other owner of
such Joint Manufacturing Facility, employees of such other owner(s) (except as set
forth in the following sentence), or any other Third Party. Without limiting the
foregoing, IBM and IFX agree that incidental access to general aspects of Specific
Results and Background Know-How (e.g. as part of normal operational briefings) by
employees of such other owner that are otherwise resident at or assigned to such
Joint Manufacturing Facility shall not be considered a breach of this Section 7.5.1
of this Exhibit XX;(c) Such Joint Manufacturing Facility to which such Specific Results and
Background Know-How have been disclosed shall pay a royalty of XXXXXX. Such
royalty shall be due and payable upon shipment to the other owner for all
production wafers fabricated utilizing any Process Module of the Specific Results
and Background Know-How for a Bulk Project, within XXXXXX from the date of the
first production shipment of such wafers fabricated utilizing such process. All
such royalties shall be payable directly from such Joint Manufacturing Facility to
IBM within thirty (30) days after the end of each calendar quarter, by electronic
funds transfer to the respective IBM account identified in the Project Agreement
for the applicable Bulk Project. In addition, the Joint Manufacturing Facility
shall submit to IBM a report setting forth the quantity of such wafers sold to the
other owner and total net selling price for the previous quarter. Such report
shall be submitted within thirty (30) days after the end of each calendar quarter
to the IBM Director of Licensing at the address set forth in the Project Agreement
for the applicable Bulk Project, whether or not any royalty is due for such
quarter; and(d) IBM shall have the right to appoint an independent, internationally
recognized auditor, to audit, at a frequency of not more than once per year (or up
to twice a year, for the 12 month period following an audit indicating a
noncompliance), on thirty (30) days prior notice, the applicable records of such
Joint Manufacturing Facility, to
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    IBM  Chartered Participation Agreement




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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.
 EXECUTION VERSION
    
    
    
    IBM License Number: L065073
 
 verify that it is abiding by the royalty obligations of Section 7.5.1(c) of
this Exhibit XX. Such audits shall be carried out during the normal business hours
of such Joint Manufacturing Facility. IBM shall bear the cost of such audit unless
such audit indicates a noncompliance, in which case such Joint Manufacturing
Facility shall bear the cost of such audit.
 7.5.2
    
    Intentionally Omitted.7.5.3
    
    Intentionally Omitted.7.6
    
    Interntionally Omitted.7.6A
    
    Intentionally Omitted.7.7
    
    Intentionally Omitted.7.8
    
    Intentionally Omitted.7.9
    
    Intentionally Omitted.7.10
    
    Intentionally Omitted.7.10A
    
    Intentionally Omitted.
 7.11
    
    IFX shall have the right (in addition to its other rights under this Section 7 of this
Exhibit XX) to disclose the Specific Results and Background Know-How from a Bulk Project, as
part of a license of substantially the entirety of IFXs applicable Bulk CMOS as set forth in
7.11.1 and 7.11.2.7.11.1
    
    XXXXXX. IFX shall not utilize the disclosure right set forth in this 7.11.1 of this
Exhibit so as to circumvent IFXs obligations, as set forth elsewhere in the
Agreement, to source manufacturing capacity for the applicable Bulk CMOS at the ROFR
Partners. XXXXXXSuch disclosures cannot be made without a written agreement between IFX and the
recipient Third Party that, at a minimum, shall have a term of confidentiality
consistent with that set forth Agreement and that limits such recipients use of
such information in accordance with terms and conditions consistent with those set
forth Agreement.7.11.2
    
    Intentionally Omitted.
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    IBM  Chartered Participation Agreement




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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.
 EXECUTION VERSION
    
    
    
    IBM License Number: L065073
 
 EXHIBIT H  COMPANY ASSIGNED TASKS
  IBM  CHARTERED CONFIDENTIAL
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    IBM  Chartered Participation Agreement