exhibit10_70.htm


    
      EXHIBIT
10.70


        


        
          
            
 


           

          


        

         

        SHARE
PURCHASE AGREEMENT

         

        


         

        by
and among

         

        


         

        MICRON
TECHNOLOGY, INC.

         

        


         

        as
the Buyer Parent,

         

        


         

        MICRON
SEMICONDUCTOR B.V.,

         

        as
the Buyer,

         

        


         

        QIMONDA
AG

         

        


         

        as
the Seller Parent

         

        and

         

        QIMONDA
HOLDING B.V.,

         

        


         

        as
the Seller Sub

        
          


           

          _______________________________________


        

         

        Dated
as of October 11, 2008


        
          _______________________________________


          


           

          
            
 


        

        
          

            
              
                 


              

              
                 


                
                  

                

              

              
                 


              

            



        

        


         

        TABLE
OF CONTENTS

         

         

        



        
          	 	 Page
	
                  ARTICLE
      I DEFINITIONS

                	3
	
                  1.1

                	
                  Defined
      Terms

                	
                  3

                
	
                  1.2

                	
                  Interpretation

                	
                  7

                
	
                  ARTICLE
      II PURCHASE AND SALE OF SHARES; PURCHASE PRICE

                	8
	
                  2.1

                	
                  1st
      Closing; Sale and Purchase of 1st Close Shares

                	
                  8

                
	
                  2.2

                	
                  1st
      Closing Date

                	
                  8

                
	
                  2.3

                	
                  Deliveries
      at 1st Closing

                	
                  9

                
	
                  2.4

                	
                  2nd
      Closing; Sale and Purchase of 2nd Close Shares

                	
                  9

                
	
                  2.5

                	
                  2nd
      Closing Date

                	
                  10

                
	
                  2.6

                	
                  Deliveries
      at 2nd Closing

                	
                  10

                
	
                  ARTICLE
      III REPRESENTATIONS AND WARRANTIES OF THE SELLERS

                	10
	
                  3.1

                	
                  Title
      to the Shares

                	
                  10

                
	
                  3.2

                	
                  Due
      Incorporation

                	
                  11

                
	
                  3.3

                	
                  Sellers
      Right, Power and Authority

                	
                  11

                
	
                  3.4

                	
                  Enforceability

                	
                  11

                
	
                  3.5

                	
                  No
      Consents Required

                	
                  12

                
	
                  3.6

                	
                  Due
      Organization of the Company

                	
                  12

                
	
                  3.7

                	
                  Capitalization

                	
                  12

                
	
                  3.8

                	
                  Subsidiaries

                	
                  13

                
	
                  3.9

                	
                  Financial
      Statements

                	
                  13

                
	
                  3.10

                	
                  Contracts
      and Relationships

                	
                  13

                
	
                  3.11

                	
                  Legal
      Proceedings; Orders

                	
                  14

                
	
                  3.12

                	
                  Brokers

                	
                  14

                
	
                  3.13

                	
                  Insolvency;
      Stand Alone Viability

                	
                  14

                
	
                  3.14

                	
                  Company
      Assets and Revenue

                	
                  14

                
	
                  3.15

                	
                  Disclosure

                	
                  14

                
	
                  ARTICLE
      IV REPRESENTATIONS AND WARRANTIES OF THE BUYER PARENT AND THE
      BUYER

                	15
	
                  4.1

                	
                  Due
      Incorporation and Authority

                	
                  15

                
	
                  4.2

                	
                  Buyer
      Right, Power and Authority

                	
                  15

                
	
                  4.3

                	
                  Enforceability

                	
                  15

                
	
                  4.4

                	
                  No
      Consents Required

                	
                  15

                
	
                  4.5

                	
                  Financing

                	
                  16

                
	
                  ARTICLE
      V COVENANTS AND AGREEMENTS

                	16
	
                  5.1

                	
                  Voting
      of Shares

                	
                  16

                
	
                  5.2

                	
                  Conduct
      of Business

                	
                  16

                


        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        TABLE
OF CONTENTS

        (Continued)

         

        
          	
                  5.3

                	
                  No
      Transfer of the Shares

                	
                  18

                
	
                  5.4

                	
                  Expenses

                	
                  18

                
	
                  5.5

                	
                  Publicity

                	
                  18

                
	
                  5.6

                	
                  Required
      Consents

                	
                  18

                
	
                  5.7

                	
                  Change
      in Membership of Company Board

                	
                  20

                
	
                  5.8

                	
                  Sellers
      Non-Solicit

                	
                  20

                
	
                  5.9

                	
                  Further
      Assurances

                	
                  20

                
	
                  5.10

                	
                  Buyer
      Financing.

                	
                  21

                
	
                  5.11

                	
                  New
      JV Agreements; Patent Cross License.

                	
                  21

                
	
                  5.12

                	
                  Notification

                	
                  21

                
	
                  5.13

                	
                  Buyer
      Parent Financing Information Assistance

                	
                  21

                
	
                  5.14

                	
                  Sale
      of FINI Shares

                	
                  22

                
	
                  ARTICLE
      VI CONDITIONS PRECEDENT TO THE OBLIGATION OF THE PARTIES TO
      CLOSE

                	22
	
                  6.1

                	
                  1st
      Closing Conditions to All Parties’ Obligations

                	
                  22

                
	
                  6.2

                	
                  1st
      Closing Conditions to the Buyer Parent and the Buyer’s
      Obligations

                	
                  23

                
	
                  6.3

                	
                  1st
      Closing Conditions to the Sellers’ Obligations

                	
                  24

                
	
                  6.4

                	
                  2nd
      Closing Conditions to All Parties’ Obligations

                	
                  24

                
	
                  6.5

                	
                  2nd
      Closing Conditions to the Buyer Parent and the Buyer’s
      Obligations

                	
                  25

                
	
                  6.6

                	
                  2nd
      Closing Conditions to the Sellers’ Obligations

                	
                  27

                
	
                  ARTICLE
      VII SURVIVAL

                	28
	
                  ARTICLE
      VIII INDEMNIFICATION

                	28
	
                  8.1

                	
                  Obligation
      of the Sellers to Indemnify

                	
                  28

                
	
                  8.2

                	
                  Obligation
      of the Buyer Parent to Indemnify

                	
                  29

                
	
                  8.3

                	
                  Indemnification
      Procedure

                	
                  29

                
	
                  8.4

                	
                  Measure
      of and Limitations upon Indemnification

                	
                  30

                
	
                  8.5

                	
                  Exclusivity
      of Indemnity

                	
                  30

                
	
                  ARTICLE
      IX TERMINATION OF AGREEMENT

                	30
	
                  9.1

                	
                  Termination

                	
                  30

                
	
                  9.2

                	
                  Survival
      After Termination

                	
                  32

                
	
                  ARTICLE
      X MISCELLANEOUS

                	32
	
                  10.1

                	
                  Governing
      Law; Venue

                	
                  32

                
	
                  10.2

                	
                  Notices

                	
                  33

                
	
                  10.3

                	
                  Entire
      Agreement

                	
                  34

                
	
                  10.4

                	
                  Waivers
      and Amendments

                	
                  34

                
	
                  10.5

                	
                  Binding
      Effect; Assignment

                	
                  34

                
	
                  10.6

                	
                  Construction

                	
                  34

                
	
                  10.7

                	
                  Severability
      of Provisions

                	
                  35

                
	
                  10.8

                	
                  Counterparts;
      Delivery by Fax or E mail

                	
                  35

                
	
                  10.9

                	
                  Transfer
      Taxes

                	
                  35

                
	
                  10.10

                	
                  Language

                	
                  35

                
	
                  10.11

                	
                  No
      Third Party Beneficiaries

                	
                  35

                


        

      

      
        


        
          
            
               


            

            
              - ii
-

              
                

              

            

            
               


            

          

        

        
EXHIBITS

         

        


        Exhibit
A                                Transition
Agreement

        Exhibit
B                                Buyer/Seller
TLA

        Exhibit
C                                Infineon/Buyer
TLA

        Exhibit
D                                Company/Buyer
PTLA

        Exhibit
E                                Company/Buyer
TTA

        Exhibit
F                                Nanya/Seller
Termination Agreement

        Exhibit
G                                Release
Agreement

        Exhibit
H                                Supply
Agreement

        


         

        SCHEDULES

         

        


        Schedule
1                              Seller
Shares

        Schedule
2                              1st
Close Shares; Sellers’ Payment Schedule and

                 
2nd Close Shares; Sellers’ Payment Schedule

        Schedule
3.6(a)                       Articles
of Incorporation

        Schedule
3.6(b)                       Companies
Register Extract

         

        


         

        



        
          
             


          

          
            - iii
-

            
              

            

          

          
             


            
              Confidential

            

          

        


        


         

        SHARE PURCHASE
AGREEMENT

         

        Share
Purchase Agreement, dated October 11, 2008 (this “Agreement”),
by and among Micron Technology, Inc., a Delaware corporation (the “Buyer
Parent”), Micron Semiconductor B.V., a private limited company organized
under the Laws of the Netherlands and a Subsidiary of the Buyer Parent (the
“Buyer”),
Qimonda AG, a German stock corporation (Aktiengesellschaft) with its
seat in Munich, registered in the commercial register at the local court of
Munich under HRB 152545 (the “Seller
Parent”) and Qimonda Holding B.V., a private limited company organized
under the Laws of the Netherlands and a Subsidiary of the Seller Parent (the
“Seller
Sub” and, each of the Seller Sub and the Seller Parent, individually, a
“Seller”
and the Seller Sub, together with the Seller Parent, the “Sellers”).

         

        WHEREAS,
Inotera Memories, Inc., a company limited by shares under the Laws of the ROC
(the “Company”)
was established by Nanya Technology Corporation, a company limited by shares
legally established under the Laws of the ROC (“Nanya”)
and Infineon Technologies AG, a company legally established under the Laws of
Germany (“Infineon”),
pursuant to that certain Joint Venture Agreement, dated November 13, 2002 (such
agreement, as amended by the first through fifth amendments thereto through the
date hereof, the Letter of Undertaking dated December 3, 2003 and the Letter of
Agreement re Assignment dated July 28, 2006, the “JV
Agreement”);

         

        WHEREAS,
in connection with the entry into the JV Agreement and the operation of the
Company, Nanya, Infineon and the Company entered into certain agreements,
including (i) the Joint Product Development and Product Swap Agreement between
Nanya and Infineon, as predecessor in interest to the Seller Parent, dated
November 17, 2003 (including two Amendments and Letter Agreement re Assignment
dated July 31, 2006), (ii) the Technical Information Exchange Agreement between
Nanya and the Seller Parent dated September 24, 2007, (iii) the (110nm) License
and (90/70 nm) Technical Cooperation Agreement for DRAM Process Technology
between Nanya and Infineon, as predecessor in interest to the Seller
Parent,  dated November 13, 2002 (including fourteen Amendments, two
Engineering Sample Agreements and Letter Agreement re Assignment dated July 31,
2006), (iv) the 60nm Technical Cooperation Agreement between Nanya and Infineon,
as predecessor in interest to the Seller Parent, for DRAM Process Technology
dated September 29, 2005 (including three Amendments of Letter Agreement re
Assignment dated July 31, 2006), (v) the Product Purchase and Capacity
Reservation Agreement among Nanya, Infineon, as predecessor in interest to the
Seller Parent, and the Company dated July 15, 2003 (including three Amendments
and one Supplement), (vi) the Know How Transfer Agreement among Nanya, Infineon,
as predecessor in interest to the Seller Parent, and the Company initially dated
November 13, 2002 (including two Amendments) and (vii) the Service Agreement
between Nanya and the Company dated July 15, 2003 (the “Ancillary
JV Agreements”);

         

        WHEREAS,
in accordance with the terms of the JV Agreement, Infineon assigned all of its
rights and, with certain exceptions, its obligations under the JV Agreement and
the Ancillary JV Agreements to the Seller Parent in connection with the transfer
by Infineon of all of its shareholdings in the Company to the Seller
Parent;

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        WHEREAS,
the Sellers are the owners of the number of shares of common stock (“Common
Stock”) of the Company, set forth on Schedule 1 hereto (as
such shares may be adjusted, increased or decreased as a result of a stock
split, reverse stock split or reclassification, the “Seller
Shares”), representing approximately 35.61% of the issued and outstanding
shares of Common Stock and 100% of the shares of Common Stock owned by the
Sellers and their Subsidiaries;

         

        WHEREAS,
of the Seller Shares, 4,483,800 shares (as such shares may be adjusted,
increased or decreased as a result of a stock split, reverse stock split or
reclassification, the “FINI
Shares”) are held by the Sellers as foreign institutional investors under
applicable ROC law and 1,184,088,059 shares (as such shares may be adjusted,
increased or decreased as a result of a stock split, reverse stock split or
reclassification, the “Shares”)
were acquired by the Sellers under the Statute for Investment by Foreign
Nationals of the ROC pursuant to foreign investment approved status granted by
the Investment Commission, Ministry of Economic Affairs, ROC;

         

        WHEREAS,
the Sellers desire to sell the Shares to the Buyer (the “Share
Purchase”) and to deliver to the Buyer the proceeds from Seller Parent’s
disposal of the FINI Shares in exchange for the Consideration, in each case in
accordance with the terms of this Agreement;

         

        WHEREAS,
in connection with and conditioned upon the transfer of the 2nd Close Shares,
effective as of the 2nd Closing, the JV Agreement and the Ancillary JV
Agreements will terminate, subject to the survival of certain provisions agreed
upon by the parties;

         

        WHEREAS,
it is a condition to the 2nd Closing that the Buyer Parent and Nanya will enter
into a new joint venture agreement with respect to the Company (the “New JV
Agreement”), and that the Buyer Parent, Nanya and/or the Company will
enter into certain related agreements and modify certain existing agreements in
connection therewith (the “New JV
Ancillary Agreements”);

         

        WHEREAS,
on the date hereof, the Buyer Parent, the Buyer and Nanya have entered into a
Memorandum of Understanding (the “New JV
MOU”), a copy of which has been provided to the Seller Parent, which sets
forth the current expectations of the parties with respect to the principal
terms of the New JV Agreement and the New JV Ancillary Agreements;

         

        WHEREAS,
it is a condition to the 1st Closing that the Buyer Parent and the Seller Parent
will enter into a patent cross license agreement mutually agreeable to the
parties (the “Patent
Cross License”), which shall become effectively immediately upon the 2nd
Closing;

         

        WHEREAS,
concurrently with the execution and delivery hereof, and as an inducement for
the parties to enter into this Agreement:

         

        1.           the
Buyer Parent, the Seller Parent, Nanya and the Company have entered into that
certain Transition Agreement, in the form attached hereto as Exhibit A (the “Transition
Agreement”), which shall become effective immediately upon the 1st
Closing;

         

        2.           the
Buyer Parent and the Seller Parent have entered into that certain Technology
License Agreement, in the form attached hereto as Exhibit B (the “Buyer/Seller


         

        
          
            
            

          

          
            - 2
-

            
              

            

          

          
            
            

          

        

        TLA”),
which shall become effective immediately upon the later of (A) the 1st Closing
and (B) the receipt of the 2nd Close FCO Approval;

         

        3.           Infineon
and the Buyer Parent have entered into that certain Technology License
Agreement, in the form attached hereto as Exhibit C (the “Infineon/Buyer
TLA”), which shall become effective immediately upon the later of (A) the
1st Closing and (B) the receipt of the 2nd Close FCO Approval;

         

        4.           the
Company and the Buyer Parent have entered into that certain Patent and
Technology License Agreement, in the form attached hereto as Exhibit D (the “Company/Buyer
PTLA”) which shall become effective immediately upon the later of (A) the
1st Closing and (B) the receipt of the 2nd Close FCO Approval;

         

        5.           the
Company and the Buyer Parent have entered into that certain Technology Transfer
Agreement for 68-50nm Process Nodes, in the form attached hereto as Exhibit E (the “Company/Buyer
TTA”), which shall become effective immediately upon the 2nd
Closing;

         

        6.           Nanya
and the Seller Parent have entered into that certain Termination Agreement, in
the form attached hereto as Exhibit F (the “Nanya/Seller
Termination Agreement”), dated as of the date hereof, which shall become
effective immediately upon the 2nd Closing;

         

        7.           Nanya,
Seller Parent and the Company have entered into that certain Release Agreement,
in the form attached hereto as Exhibit G (the “Release
Agreement”), dated as of the date hereof, which shall become effective
upon the 2nd Closing; and

         

        8.           the
Seller Parent and the Company have entered into that certain Supply Agreement,
in the form attached hereto as Exhibit H (the “Supply
Agreement”), which shall become effective immediately upon the 2nd
Closing; and

         

        WHEREAS,
the parties desire to make certain representations, warranties and agreements in
connection with the Share Purchase;

         

        NOW,
THEREFORE, in consideration of the mutual covenants, representations, warranties
and agreements entered into herein, and intending to be legally bound hereby,
the parties agree as follows:

         

        ARTICLE
I

         

        DEFINITIONS

         

        1.1 Defined
Terms

         

        
          
            
            

          

          
            - 3
-

            
              

            

          

          
            
            

          

        

        . 

         

        (a) For all
purposes of this Agreement, the following terms shall have the respective
meanings set forth in this Section 1.1:

         

        “1st
Close FIA
Approval” means the foreign investment approval by the Investment
Commission for the transfer of at least the 1st Close Shares from the Sellers to
the Buyer contemplated hereby.

         

        “2nd
Close FIA
Approval” means the foreign investment approval by the Investment
Commission for the transfer of the 2nd Close Shares (or, as the case may be, all
of the Shares) from the Sellers to the Buyer contemplated hereby.

         

         “Acquisition
Documents” means this Agreement, the Transition Agreement, the Patent
Cross License and the Buyer/Seller TLA.

         

        “Acquisition
Other Documents” means the Infineon/Buyer TLA, the Company/Buyer PTLA,
the Company/Buyer TTA, the Nanya/Seller Termination Agreement, the Supply
Agreement and the Release Agreement.

         

        “Acquisition
Total Documents” means the Acquisition Documents and the Acquisition
Other Documents.

         

        “Affiliate”
means, with respect to any Person, any other Person controlling, controlled by
or under common control with such Person.  The term “control”
(including, with correlative meaning, the terms “controlled by” and “under
common control with”), as applied to any Person, means the possession, directly
or indirectly, of the power to direct or cause the direction of the management
and policies of such Person, whether through the ownership of voting securities,
by contract or otherwise.

         

        “Articles
of Incorporation” means the 11th Revised Articles of Incorporation of the
Company, dated June 26, 2008.

         

        “Business
Day” means a day other than Saturday, Sunday or any day on which banks
located in New York, New York, Taipei, Taiwan or Munich, Germany are authorized
or obligated by Law to close.

         

        “Contracts”
means all agreements, contracts, indentures, deeds, and other legally binding
instruments of any kind, oral or written.

         

        “Data
Room” means the electronic data room established through Intralinks and
available for review by the Buyer Parent and its representatives on or prior to
the Business Day prior to the date of this Agreement.

         

        “FCO” means the German Federal
Cartel Office (Bundeskartellamt).

         

        
          
            
            

          

          
            - 4
-

            
              

            

          

          
            
            

          

        

        “Governmental
Body” means any court, tribunal, authority, ministry, commission, or
other governmental or quasi-governmental regulatory or adjudicative body or
authority of any kind.

         

        “Investment
Commission” means the Investment Commission of the Ministry of Economic
Affairs of the ROC.

         

        “Knowledge”
of the Sellers means the actual knowledge of any of the members of the
Management Board (Vorstand) of the Seller
Parent and any of the following individuals: Daniel Wong, Frank Tillner, Klaus
Fleischmann and Jessica Chin.

         

        “Laws”
means laws, statutes, rules of the common law, regulations, rules, codes,
ordinances, or other legal requirements of any Governmental Body.

         

        “Lien”
means any lien, mortgage, deed of trust, pledge, hypothecation, right of others,
claim, security interest, encumbrance, lease, sublease, license, interest,
option, charge, easement, servitude, proxy, voting trust or agreement or other
restriction or limitation of any nature whatsoever.

         

        “Material
Adverse Effect” means any change, effect, event, circumstance or
development, individually or in the aggregate, that is or would reasonably be
expected to (i) be materially adverse to the business, assets, properties,
financial condition or results of operations of the Company and its
Subsidiaries, taken as a whole, (ii) have a material adverse effect on the
ability of the Sellers to perform any of their obligations under this Agreement,
or (iii) have a material adverse effect on the Buyer’s rights in and to the
Shares or upon the Buyer’s ability to exercise rights as a shareholder of the
Company after the 1st Closing or the 2nd Closing;  provided that no
change, effect, event, circumstance or development, individually or in the
aggregate, resulting from any of the following shall be deemed to be or
constitute a “Material Adverse Effect” or taken into account when determining
whether a “Material Adverse Effect” has occurred or would reasonably be expected
to occur: (A) general economic conditions (or changes therein) in the industry
in which the Company operates, to the extent that such conditions do not have a
substantially disproportionate impact on the Company, relative to other
companies operating in the same industry in which the Company operates, (B)
reduction in production by the Company directly related to the implementation of
the transactions contemplated by the Company/Buyer TTA and (C) the effect of the
provisions of any of the Acquisition Total Documents that become effective prior
to the 2ndClosing.

         

        “Orders”
means orders, judgments, injunctions, awards, decrees or writs of a Governmental
Body.

         

        “Person”
means any individual, corporation, partnership, limited liability company,
limited liability partnership, firm, joint venture, association, joint-stock
company, trust, unincorporated organization, Governmental Body or other
entity.

         

        “Proceeding”
shall mean any action, arbitration, audit, hearing, investigation, litigation or
suit (whether civil, criminal, administrative, investigative or informal)
commenced, brought, conducted or heard by or before, or otherwise involving, any
Governmental Body or arbitrator.

         

        
          
            
            

          

          
            - 5
-

            
              

            

          

          
            
            

          

        

        “ROC”
means the Republic of China.

         

        “Subsidiary”
means, in relation to any Person, any corporation or other entity of which the
securities or other ownership interests having ordinary voting power to elect a
majority of the board of directors or other Persons performing similar functions
are owned directly or indirectly by such Person.

         

        (b) The
following capitalized terms are defined in the following Sections of this
Agreement:

         

        


        
          	
                  Term

                	
                  Section

                
	
                  1st
      Closing                                                                                                                  

                	
                  2.1(b)

                
	
                  1st
      Close Cash Consideration

                	
                  2.1(a)

                
	
                  1st
      Close
      Shares                                                                                                                  

                	
                  2.1(a)

                
	
                  1st
      Close Acquisition
      Documents                                                                                                                  

                	
                  6.2(h)

                
	
                  1st
      Closing
      Date                                                                                                                  

                	
                  2.2

                
	
                  1st
      Share
      Purchase                                                                                                                  

                	
                  2.1(a)

                
	
                  2nd
      Close FCO
      Approval                                                                                                                  

                	
                  6.4(a)

                
	
                  2nd
      Closing                                                                                                                  

                	
                  2.4(a)

                
	
                  2nd
      Close
      Shares                                                                                                                  

                	
                  2.4(a)

                
	
                  2nd
      Closing Cash
      Consideration                                                                                                                  

                	
                  2.4(a)

                
	
                  2nd
      Closing
      Date                                                                                                                  

                	
                  2.5

                
	
                  2nd
      Share
      Purchase                                                                                                                  

                	
                  2.6

                
	
                  Agreement                                                                                                                  

                	
                  Preamble

                
	
                  Antitrust
      Authorities                                                                                                                  

                	
                  5.6(b)

                
	
                  Ancillary
      JV
      Agreements                                                                                                                  

                	
                  Recitals

                
	
                  Audited
      Financial
      Statements                                                                                                                  

                	
                  3.9

                
	
                  Buyer                                                                                                                  

                	
                  Preamble

                
	
                  Buyer
      Parent                                                                                                                  

                	
                  Preamble

                
	
                  Buyer/Seller
      TLA                                                                                                                  

                	
                  Recitals

                
	
                  Claim
      Notice                                                                                                                  

                	
                  8.3(a)

                
	
                  Closing
      Location                                                                                                                  

                	
                  2.1(b)

                
	
                  Closing
      Time                                                                                                                  

                	
                  2.1(b)

                
	
                  Commitment
      Letters                                                                                                                  

                	
                  4.5

                
	
                  Common
      Stock                                                                                                                  

                	
                  Recitals

                
	
                  Company                                                                                                                  

                	
                  Recitals

                
	
                  Company/Buyer
      PTLA                                                                                                                  

                	
                  Recitals

                
	
                  Company/Buyer
      TTA                                                                                                                  

                	
                  Recitals

                
	
                  Company
      Financial
      Statements                                                                                                                  

                	
                  3.9

                
	
                  Consideration                                                                                                                  

                	
                  2.4(a)

                
	
                  Equity
      Interests                                                                                                                  

                	
                  3.1

                
	
                  Financing                                                                                                                  

                	
                  5.13

                
	
                  FINI
      Shares                                                                                                                  

                	
                  Recitals

                


        

         

        
          
            
            

          

          
            - 6
-

            
              

            

          

          
            
            

          

           

        

        
          	
                  GAAP                                                                                                                  

                	
                  3.9

                
	
                  GWB                                                                                                                  

                	
                  6.1(a)

                
	
                  Indemnified
      Party                                                                                                                  

                	
                  8.3(a)

                
	
                  Indemnifying
      Party                                                                                                                  

                	
                  8.3(a)

                
	
                  Infineon                                                                                                                  

                	
                  Recitals

                
	
                  Infineon/Buyer
      TLA                                                                                                                  

                	
                  Recitals

                
	
                  JV
      Agreement                                                                                                                  

                	
                  Recitals

                
	
                  Limited
      Reps                                                                                                                  

                	
                  8.4(a)

                
	
                  Losses                                                                                                                  

                	
                  8.1

                
	
                  Most
      Recent Balance Sheet
      Date                                                                                                                  

                	
                  3.9

                
	
                  Nanya                                                                                                                  

                	
                  Recitals

                
	
                  Nanya
      Waiver                                                                                                                  

                	
                  3.1

                
	
                  Nanya/Seller
      Termination
      Agreement                                                                                                                  

                	
                  Recitals

                
	
                  New
      JV
      Agreement                                                                                                                  

                	
                  Recitals

                
	
                  New
      JV Ancillary
      Agreements                                                                                                                  

                	
                  Recitals

                
	
                  New
      JV
      MOU                                                                                                                  

                	
                  Recitals

                
	
                  Non-Solicitation
      Period                                                                                                                  

                	
                  5.8

                
	
                  Opinion                                                                                                                  

                	
                  6.2(e)

                
	
                  Ordinary
      Course of
      Business                                                                                                                  

                	
                  5.2(a)

                
	
                  Outside
      Date                                                                                                                  

                	
                  9.1(b)

                
	
                  Patent
      Cross
      License                                                                                                                  

                	
                  Recitals

                
	
                  Release
      Agreement                                                                                                                  

                	
                  Recitals

                
	
                  Seller
      Parent/Inotera
      Contracts                                                                                                                  

                	
                  3.10

                
	
                  Seller
      Parent                                                                                                                  

                	
                  Preamble

                
	
                  Seller
      Parent/Nanya
      Contracts                                                                                                                  

                	
                  3.10

                
	
                  Seller
      Sub                                                                                                                  

                	
                  Preamble

                
	
                  Seller
      Shares                                                                                                                  

                	
                  Recitals

                
	
                  Seller
      (or
      Sellers)                                                                                                                  

                	
                  Preamble

                
	
                  Share
      Purchase                                                                                                                  

                	
                  Recitals

                
	
                  Shares                                                                                                                  

                	
                  Recitals

                
	
                  Sellers’
      Disclosure
      Letter                                                                                                                  

                	
                  Article
      III

                
	
                  Share
      Purchase                                                                                                                  

                	
                  Recitals

                
	
                  Supply
      Agreement                                                                                                                  

                	
                  Recitals

                
	
                  Threshold
      Amount                                                                                                                  

                	
                  8.4(a)

                
	
                  Transfer
      Taxes                                                                                                                  

                	
                  10.9

                
	
                  Transition
      Agreement                                                                                                                  

                	
                  Recitals

                
	
                  Unaudited
      Financial
      Statements                                                                                                                  

                	
                  3.9

                


        

         

        1.2 Interpretation

         

        . 
All pronouns and any variations thereof refer to the masculine, feminine or
neuter, singular or plural, as the context may require.  All terms
defined in this Agreement in their singular or plural forms have correlative
meanings when used herein in their plural or singular forms,
respectively.  Unless otherwise expressly provided, the words
“include,” “includes” and “including” do not limit 

         

        
          
            
            

          

          
            - 7
-

            
              

            

          

          
            
            

          

        

        the
preceding words or terms and shall be deemed to be followed by the words
“without limitation.”  Any Law defined or referred to herein (or in
any agreement or instrument that is referred to herein) means such Law as it may
from time to time be amended, modified or supplemented, including by succession
of comparable successor statutes.  All references in this Agreement to
Articles, Sections, Exhibits and Schedules shall be deemed references to such
parts of this Agreement, unless the context shall otherwise
require.  All references in this Agreement to “$” shall mean to United
States Dollars.  The Article and Section headings in this
Agreement are for reference only and shall not affect the interpretation of this
Agreement.  Any reference to a date or time shall, unless otherwise
expressly provided, mean such date or time in Taipei, Taiwan.

         

        ARTICLE
II

         

        PURCHASE
AND SALE OF SHARES; PURCHASE PRICE

         

        2.1 1st Closing; Sale and Purchase
of 1st Close
Shares

         

        . 

         

        (a) At the
1st Closing, upon the terms and subject to the conditions of this Agreement, the
Sellers shall sell, transfer, assign, convey and deliver (the “1st Share
Purchase”) to the Buyer, free and clear of all Liens, and the Buyer shall
purchase from the Sellers, the number of Shares set forth opposite each Seller’s
name on Schedule
2 hereto (the “1st
Close
Shares”) for aggregate consideration consisting of $200,000,000 in cash
(the “1st Close
Cash Consideration”), with the amounts payable for the account of each
Seller set forth opposite its name on Schedule 2
hereto.  For purposes of the 1st Close FIA Approval application and
calculation of the ROC securities transaction tax, the parties hereto agree that
the 1st Close Cash Consideration shall be deemed to represent NT$ equivalent to
NT$6,460,000,000 at the exchange rate of US$1 to NT$32.30.

         

        (b) The
closing of the purchase and sale of the 1st Close Shares contemplated by Section
2.1(a) (the “1st
Closing”)
shall take place at the offices of Jones Day (Taipei), located at 6F,  2
Tun Hwa S. Road, Sec. 2 Taipei 106, Taiwan, R.O.C. (the “Closing
Location”), at 3:00 p.m. local time (the “Closing
Time”), on the second Business Day after the conditions to the 1st
Closing set forth in Article VI have been satisfied or (if permissible)
waived (except for those conditions to be satisfied at the 1st Closing, but
subject to the satisfaction or waiver thereof at the 1st Closing), or such other
time or date as the parties may mutually agree in writing; provided that that
the parties agree to use their reasonable best efforts to cause the 1st Closing
to occur on the first Business Day following the satisfaction and waiver of such
conditions to the 1st Closing.

         

        2.2 1st Closing
Date

         

        
          
            
            

          

          
            - 8
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        . 
The date upon which the 1st Closing
occurs is referred to herein as the “1st
Closing
Date”, and the 1st Closing
shall be deemed to have occurred at 12:01 a.m. (Taipei time) on the 1st Closing
Date.

         

        2.3 Deliveries at 1st
Closing

         

        . 
At the 1st Closing:

         

        (a) the
Seller Parent shall deliver a copy of an extract from the Company’s shareholders
register showing the Buyer as a shareholder of the Company holding the number of
the 1st Close Shares,

         

        (b) the
Sellers shall take such other actions as may be required under the Laws of the
ROC and other Laws to register the 1st Close Shares in the name of the Buyer,
and

         

        (c) the Buyer
shall deliver to the Sellers, by wire transfer of immediately available funds
pursuant to the instructions delivered by the Sellers to the Buyer Parent at
least two Business Days prior to the 1st Closing, an amount equal to (i) the 1st
Close Cash Consideration, less (ii) the applicable ROC securities transaction
tax (which tax shall be withheld by the Buyer and remitted by the Buyer to the
applicable taxing authority on behalf of the Sellers).

         

        2.4 2nd Closing; Sale and Purchase
of 2nd Close
Shares

         

        . 


         

        (a)           At
the 2nd
Closing, upon the terms and subject to the conditions of this Agreement,
the Sellers shall sell, transfer, assign, convey and deliver (the “2nd Share
Purchase”) to the Buyer, free and clear of all Liens, and the Buyer shall
purchase from the Sellers, the number of shares set forth opposite each Seller’s
name on Schedule
2 hereto (the “2nd
Close
Shares”), for aggregate consideration consisting of $200,000,000 in cash
(the “2nd
Closing
Cash Consideration” and, together with the 1st Close Cash Consideration,
the “Consideration”),
with the amounts payable for the account of each Seller set forth opposite its
name on Schedule
2 hereto.  For the avoidance of doubt, the Consideration paid
by Buyer to the Sellers pursuant to the terms of this Agreement shall be
for the Shares and for the right to receive the proceeds from the sale of the
FINI Shares pursuant to Section 5.14 hereof, and no additional consideration
shall be paid or payable by Buyer in exchange for the proceeds from the
FINI Shares.  For purposes of the 2nd Close FIA Approval application
(it being understood that the 2nd Close FIA Approval application is subsumed in
the 1st Close FIA Approval application) and calculation of the ROC securities
transaction tax, the parties hereto agree that the 2nd Closing Cash
Consideration shall be deemed to represent NT$ equivalent to NT$6,460,000,000 at
the exchange rate of US$1 to NT$32.30.

         

        (b)           The
closing of the purchase and sale of the 2nd Close Shares (the “2nd
Closing”)
shall take place at the Closing Location at the Closing Time, on the second
Business Day after the conditions to the 2nd Closing set forth in
Article VI have been satisfied or (if permissible) waived (except for those
conditions to be satisfied at the 2nd Closing, but subject to the satisfaction
or waiver 

         

        
          
            
            

          

          
            - 9
-

            
              

            

          

          
            
            

          

        

        thereof
at the 2nd Closing), or such other time or date as the parties may mutually
agree in writing; provided that that the parties agree to use their reasonable
best efforts to cause the 2nd Closing to occur on the first Business Day
following the satisfaction and waiver of the conditions to the 2nd Closing;
provided further, however, that unless the Buyer has received the 2nd Close FIA
Approval, the 2nd Closing shall not occur prior to the 51st day following the
1st Closing Date.

         

        2.5 2nd Closing
Date

         

        . 
The date upon which the 2ndClosing occurs is referred to herein as the “2nd
Closing
Date”, and the 2nd Closing shall be deemed to have occurred at 12:01 a.m.
(Taipei time) on the 2nd Closing Date.

         

        2.6 Deliveries at
2nd Closing

         

        . 
At the 2ndClosing:

         

        (a) the
Sellers shall

         

        (i) deliver a
copy of an extract of the Company’s shareholders register showing the Buyer as a
shareholder of the Company holding the number of the 1st Close Shares and the
2nd Close Shares,

         

        (ii) take such
other actions as may be required under the Laws of the ROC and other Laws to
register the 2nd Close Shares in the name of the Buyer, and

         

        (iii) deliver
resignations from each member of the Board of Directors and Supervisors of the
Company that is a corporate representative or designee of any Seller with effect
as of the 2nd Closing, and

         

        (b) the Buyer
shall deliver to the Sellers, by wire transfer of immediately available funds
pursuant to the instructions delivered by the Sellers to the Buyer Parent at
least two Business Days prior to the 2nd Closing, an amount equal to (i) the 2nd
Closing Cash Consideration, less (ii) the applicable ROC securities transaction
tax (which tax shall be withheld by the Buyer and remitted by the Buyer to the
applicable taxing authority on behalf of the Sellers).

         

        ARTICLE
III

         

        REPRESENTATIONS
AND WARRANTIES OF THE SELLERS

         

        The
Sellers represent and warrant as of each of (i) the date hereof, (ii) the 1st
Closing Date and (iii) the 2nd Closing Date that, except as set forth in the
disclosure letter delivered to the Buyer Parent concurrently herewith (the
“Sellers’
Disclosure Letter”):

         

        3.1 Title to the
Shares

         

        
          
            
            

          

          
            - 10
-

            
              

            

          

          
            
            

          

        

        . 
The Sellers have good and valid title to the Seller Shares, free and clear of
any and all Liens, and upon consummation of the Share Purchase contemplated
hereby, the Buyer will acquire from the Sellers good and marketable title to the
Shares, free and clear of any and all Liens.  The rights of Nanya
arising as a result of the Share Purchase under the JV Agreement and the
Ancillary JV Agreements have been waived per that certain waiver agreement
between the Seller Parent and Nanya, a signed copy of which has been previously
provided to the Buyer Parent (the “Nanya
Waiver”).  Other than the JV Agreement and the Acquisition
Total Documents, neither of the Sellers nor any of their Affiliates is a party
to any voting trust or voting agreement with respect to, or granted any proxy to
represent, the Seller Shares.  The only shares of the Company owned by
the Sellers and their Subsidiaries are the Seller Shares.  Upon the
full consummation of the Share Purchase contemplated hereby at the 2nd Closing
Date, neither of the Sellers nor any of their Affiliates will (i) directly
or indirectly own any shares of Common Stock (other than the FINI Shares) or
shares, options, warrants, calls, stock appreciation rights, or other rights or
commitments or any other agreements of any character relating to dividend rights
or to the sale, issuance or voting of, or the granting of rights to acquire, any
shares of capital stock or voting securities of the Company, or any securities
or obligations convertible into, exchangeable for or evidencing the right to
purchase any shares of capital stock or voting securities of the Company
(collectively “Equity
Interests”), or (ii) have the right or authority, contractual or
otherwise, to directly or indirectly direct or participate in the vote of any
share of Common Stock or Equity Interests in the Company or the business,
management and policies of the Company.

         

        3.2 Due
Incorporation

         

        . 
The Seller Parent is a stock corporation duly incorporated, validly existing
under the Laws of Germany.  The Seller Sub is a private limited
company duly organized under and validly existing under the Laws of The
Netherlands.

         

        3.3 Sellers Right, Power and
Authority

         

        .  Each
of the Sellers has the full right, power and authority to enter into the
Acquisition Documents to which it is, or is intended to be, a party and all
other instruments contemplated by or related thereto, to transfer, convey and
sell the Shares to the Buyer in accordance with this Agreement (in the case of
the Sellers) and to perform its obligations under the Acquisition
Documents.

         

        3.4 Enforceability

         

        .  Each
of the Sellers has duly executed and delivered this Agreement (and, as
applicable, at or prior to the 1st Closing, each of the Sellers will have duly
executed and delivered the other Acquisition Documents to which it is intended
to be a party), and this Agreement constitutes (and, as applicable, as of the
date of effectiveness of each of the other Acquisition Documents to which it is
intended to be a party will constitute) a legal, valid and binding obligation,
enforceable against each of the Sellers in accordance with its terms, except as
the same may be limited by bankruptcy, 

         

        
          
            
            

          

          
            - 11
-

            
              

            

          

          
            
            

          

        

        insolvency,
reorganization, moratorium or other similar Laws affecting the enforcement of
creditors’ rights generally now or hereafter in effect, and by general equitable
principles.

         

        3.5 No Consents
Required

         

        .  The
execution, delivery and performance by each of the Sellers of this Agreement,
and the execution, delivery and performance by each of the Sellers of the other
Acquisition Documents to which it is or is intended to be a party, do not and
will not (i) violate, in any material respect, any Law, (ii) other than the
clearances required from the applicable competition law authorities and the
foreign investment approval by the Investment Commission, require any
filing with, or any permit, consent or approval of, or the giving of any notice
to (including under any right of first refusal or similar provision), any Person
(including filings, consents or approvals required under any Contracts to which
the either of the Sellers, any of their Affiliates or the Company is a party or
is bound), (iii)  result in a material violation or breach of, conflict
with, constitute (with or without due notice or lapse of time or both) a default
under, or give rise to any right of termination, cancellation or acceleration
of, any charter document of or any right or obligation of either of the Sellers,
any of its Affiliates or the Company or to a loss of any benefit to which either
of the Sellers, any of their Affiliates or the Company is entitled, or create or
trigger any right of any counterparty under any material Contract binding upon
the any Seller, any of its Affiliates or the Company, or (iv) result in the
creation or imposition of any Lien, (A) on any material asset of the
Company, (B) on any of the Shares, or (C) that could adversely affect
any of the Sellers or the Company’s ability to perform its obligations under any
of the Acquisition Total Documents in any material respect.

         

        3.6 Due Organization of the
Company

         

        . 
The Company is a company-limited-by-shares duly incorporated and validly
existing under the Laws of the ROC and has all requisite corporate power and
authority to own, lease and operate its properties and to carry on its business
as now being conducted, except where the failure to have such power and
authority would not have a Material Adverse Effect.  The Company’s
Articles of Incorporation as attached to this Agreement as Schedule 3.6(a)
represent the current version of such Articles of Incorporation as of the date
of this Agreement. The Shares have been validly issued and are fully paid
up.  All facts relating to the Company that can be registered in the
companies register of the ROC Ministry of Economic Affairs are actually
registered in such companies register.  Schedule 3.6(b)
contains a print-out from the companies register, up-to-date, complete and
correct as of the date hereof. There exist no agreements outside the Articles of
Incorporation, the JV Agreement and the Nanya/Seller Termination Agreement that
affect the governance and organization of the Company in any material
respect.

         

        3.7 Capitalization

         

        . 
The authorized share capital of the Company consists of a total of 4,000,000,000
authorized Common Stock, par value NT$10 per share of which 3,337,512,000 are
issued and outstanding.  The rights and privileges of the Common Stock
are as stated in the Company’s Articles of Incorporation.  There are
no other authorized classes of equity interests of any type other than the


         

        
          
            
            

          

          
            - 12
-

            
              

            

          

          
            
            

          

        

        Common
Stock.  The Company does not have and is not bound by any outstanding
subscriptions, options, warrants, calls, commitments, agreements or other
obligations of any character calling for the purchase or issuance of any Common
Stock or subscription rights or any equity security of the Company or any
securities representing the right to purchase or otherwise receive any Common
Stock or any other equity security of the Company other than (i) 100,000 options
(at 1,000 shares per option) granted pursuant to the Company’s “Rules of 2007
IMI Employee Stock Option Issuance and Subscription” in 2007 and (ii) 80,000
options (at 1,000 shares per option) granted pursuant to the Company’s “Rules of
2008 IMI Employee Stock Option Issuance and Subscription” in 2008. All 180,000
options granted and issued have not yet been vested or converted, and some may
have been forfeited because of termination of employment.

         

        3.8 Subsidiaries

         

        . 
To the Sellers’ Knowledge, the Company has no Subsidiaries.

         

        3.9 Financial
Statements

         

        . 
The (i) audited  balance sheets of the Company as of December 31,
2007 and the audited  statements of income, stockholders’ equity and
cash flows, for the fiscal year then ended, together with all related notes and
schedules thereto (collectively, the “Audited
Financial Statements”), accompanied by the audit report of KPMG,
independent auditors of the Company, and (ii) the
unaudited  balance sheet of the Company as of June 30, 2008 (the
“Most
Recent Balance Sheet Date”) and the unaudited  statements of
income, stockholders’ equity and cash flows for the six month period then ended
(the “Unaudited
Financial Statements” and, together with the Audited Financial
Statements, the “Company
Financial Statements”), fairly present in all material respects
the  financial position of the Company as of the respective dates
thereof, and the  results of the operations of the Company for the
periods covered thereby, in each case in accordance with generally accepted
accounting principles in the ROC (“GAAP”)
consistently applied during the periods involved, except as indicated in any
notes thereto (and except in the case of the Unaudited Financial Statements, for
the absence of footnotes and subject to year-end audit
adjustments).

         

        3.10 Contracts and
Relationships

         

        . 
Section 3.10(a) of the Sellers’ Disclosure Letter lists, and the Sellers
have provided to the Buyer Parent in the Data Room true and complete copies of,
all Contracts between any Seller and any of its Subsidiaries (excluding the
Company) and the Company (the “Seller
Parent/Inotera Contracts”).  Section 3.10(b) of the
Sellers’ Disclosure Letter lists, and the Sellers have provided to the Buyer
Parent in the Data Room true and complete copies of, all Contracts between any
Seller and any of its Subsidiaries (excluding the Company) and Nanya and any of
its Subsidiaries that relate to the Company (the “Seller
Parent/Nanya Contracts”).  After the 2nd Closing Date, (i) the
relationships between the Seller and any of its Subsidiaries, on the one hand,
and the Company, on the other hand, will be governed exclusively by the
Acquisition Total Documents to which they are parties, and (ii) the Sellers and
their Subsidiaries will not be party to any other Contracts with respect to the
Company.

         

        
          
            
            

          

          
            - 13
-

            
              

            

          

          
            
            

          

        

        3.11 Legal Proceedings;
Orders

         

        . 

         

        (a) There is
no Proceeding that has been commenced by or against any Seller that challenges,
or that could reasonably be expected to have the effect of preventing, delaying,
or making illegal, any of the transactions contemplated hereby.

         

        (b) There is
no Order to which any Seller, or any of the assets owned by any Seller, is
subject that has or could reasonably be expected to have the effect of
preventing, delaying, or making illegal any of the transactions contemplated
hereby.

         

        3.12 Brokers

         

        . 
Neither of the Sellers nor any of their Subsidiaries has paid or agreed to pay,
or received any claim with respect to, any brokerage commissions, finders’ fees
or similar compensation (it being understood that the foregoing does not include
the fees, commissions and expenses payable by Seller Parent to its financial
advisor with respect to the transactions contemplated hereby and any fees,
commissions and expenses payable in connection with the sale of the Seller
Shares, which fees, commissions and expenses shall be paid solely by the
Sellers) in connection with the transactions contemplated hereby.

         

        3.13 Insolvency; Stand Alone
Viability

         

        .  The
Management Board of the Seller Parent has obtained external legal and
business advice regarding relevant insolvency considerations and has determined
that the Seller Parent is neither “illiquid” (zahlungsunfähig) nor
“over-indebted” (überschuldet) within the
meaning of the relevant sections of the German Insolvency Code (Insolvenzordnung), and no
third party has applied for the opening of insolvency proceedings (Insolvenzverfahren) with
respect to the Seller Parent.

         

        3.14 Company Assets and
Revenue

         

        .  The
Company does not hold assets located in the United States having an aggregate
total value of over $63.1 million, and did not make aggregate sales in or into
the United States of over $63.1 million in its most recent fiscal year, within
the meaning of 16 C.F.R. 802.51 of the Rule promulgated under the
Hart-Scott-Rodino Act, as amended.

         

        3.15 Disclosure

         

        .  To
Sellers’ Knowledge, none of this Agreement, the Company Financial Statements,
the Sellers’ Disclosure Letter, any other Acquisition Document or any
certificate delivered in accordance with the terms of any such agreement or
document, contains any untrue statement of material fact, or omits any statement
of material fact necessary in order to make the statements contained herein or
therein, in the light of the circumstances under which they were made, not
misleading.

         

        
          
            
            

          

          
            - 14
-

            
              

            

          

          
            
            

          

        

        ARTICLE
IV

         

        REPRESENTATIONS
AND WARRANTIES OF THE BUYER PARENT AND THE BUYER

         

        The Buyer
Parent and the Buyer represent and warrant that as of each of (i) the date
hereof, (ii) the 1st Closing Date and (iii) the 2nd Closing Date
that:

         

        4.1 Due Incorporation and
Authority

         

        . 
The Buyer Parent is a corporation duly organized, validly existing and in good
standing under the Laws of Delaware.  The Buyer Parent has all
requisite corporate power and authority to own, lease and operate its properties
and to carry on its business as now being conducted.  The Buyer is a
private limited company duly organized under and validly existing under the Laws
of The Netherlands.  The Buyer has all requisite corporate power and
authority to own, lease and operate its properties and to carry on its business
as now being conducted.

         

        4.2 Buyer Right, Power and
Authority

         

        .  Each
of the Buyer Parent and the Buyer has the full right, power and authority to
enter into the Acquisition Documents to which it is or is intended to be a party
and all other instruments contemplated by or related thereto and to perform its
obligations under the Acquisition Documents.

         

        4.3 Enforceability

         

        .  Each
of the Buyer Parent and the Buyer has duly executed and delivered this
Agreement, and this Agreement constitutes (and, as applicable, as of the
effective date of each of the other Acquisition Documents to which it is
intended to be a party will constitute) a legal, valid and binding obligation,
enforceable against each of the Buyer Parent and the Buyer, as applicable, in
accordance with its terms, except as the same may be limited by bankruptcy,
insolvency, reorganization, moratorium or other similar Laws affecting the
enforcement of creditors’ rights generally now or hereafter in effect, and by
general equitable principles.

         

        4.4 No Consents
Required

         

        .  The
execution, delivery and performance by each of the Buyer Parent and the Buyer of
this Agreement, and the execution, delivery and performance of the other
Acquisition Documents to which they are to be a party, do not and will not
(i) violate, in any material respect, any Law, (ii) other than the
clearances required from the applicable competition law authorities and the
foreign investment approval by the Investment Commission, require any
material filing with, or any material permit, consent or approval of, or the
giving of any material notice to (including under any right of first refusal or
similar material provision), any Person (including material filings, consents or
approvals required under any material Contracts to which the Buyer Parent or the
Buyer, any of their Affiliates is a party or is bound), (iii) result in a
violation or breach of, or conflict with, any charter document of the Buyer
Parent or the Buyer.

         

        
          
            
            

          

          
            - 15
-

            
              

            

          

          
            
            

          

        

        4.5 Financing

         

        .  The
Buyer Parent has, as of the date hereof and as of the 1st Closing
Date,  sufficient cash, available lines of credit or other sources of
immediately available funds to enable it to pay the 1st Close Cash
Consideration.  The Buyer Parent also has, as of the date hereof and
as of the 1st Closing Date, commitment letters executed by the Buyer Parent, the
Buyer and prospective lenders regarding proposed financing sufficient to fund
the 2nd Closing Cash Consideration, copies of which has been provided to the
Seller Parent (the “Commitment
Letters”).  As of the date hereof, the Commitment Letters have
not been revoked or amended.

         

        ARTICLE
V

         

        COVENANTS
AND AGREEMENTS

         

        5.1 Voting of
Shares

         

        . 
Between the date of this Agreement and the 2nd Closing
Date, except as contemplated by this Agreement or otherwise agreed to in writing
by the Buyer Parent, the Sellers shall not:

         

        (a) vote the
Seller Shares in favor of the amendment of, or otherwise permit the Company to
amend the Company’s Articles of Incorporation;

         

        (b) resolve
on any increase in the paid-in capital of the Company;

         

        (c) vote the
Seller Shares to approve or otherwise permit the declaration, setting aside or
payment of any dividend or other distribution on or in respect of the Common
Stock or other shares of the Company; or

         

        (d) vote the
Seller Shares in favor of the amendment of any Acquisition Total Document or any
agreement listed in Section 3.10 of the Sellers’ Disclosure Letter;
or

         

        (e) enter
into any voting agreement or voting trust, grant any proxy, or otherwise grant
or transfer any voting rights with respect to any of the Seller
Shares.

         

        5.2 Conduct of
Business

         

        .  From
and after the date hereof and until the 2nd Closing, unless the Buyer Parent
shall have given its prior written consent to Seller Parent to do otherwise, the
Sellers shall not exert their influence, through the voting of Company
securities or otherwise, to cause the Company to take any of the following
actions (provided, however, that nothing in this Agreement shall require any
member of the Board of Directors of the Company to violate his or her duties to
the Company under applicable corporate or other Laws):

         

        
          
            
            

          

          
            - 16
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        (a) operate
the business of the Company other than in the ordinary and usual course of
normal day-to-day operations of such business as conducted prior to the date
hereof (the “Ordinary
Course of Business”) or fail to maintain all of the facilities, assets
and properties of the Company in their condition as of the date hereof, normal
wear and tear excepted;

         

        (b) eliminate
or reduce the insurance coverage of the Company’s facilities, assets, properties
or interests;

         

        (c)  (i) disrupt
the Company’s business organizations, (ii) terminate the services of the
Company’s present employees and other service providers, or (iii) terminate
the Company’s present relationships with its material vendors, suppliers and
customers and other Persons having business relationships with it;

         

        (d)  (i) solicit,
encourage, cooperate with or facilitate (by way of furnishing information or
otherwise) any inquiries or proposals (other than the transactions contemplated
hereby) for the acquisition of the stock, assets or business of the Company or
(ii) acquire any material assets, properties or interests other than in the
Ordinary Course of Business;

         

        (e) merge or
consolidate with any other Person, amend or modify its organizational documents
or effect any issuance of securities, stock split, reverse stock split or
reclassification;

         

        (f) enter
into, or become obligated under, any material Contract;

         

        (g) terminate
or change, amend or otherwise modify any material Contract;

         

        (h) take any
action to implement, or decide to implement in the future, any material
technology or process not in use by the Company on the date hereof;

         

        (i) incur or
guarantee any indebtedness or suffer or permit the creation of any Lien outside
the Ordinary Course of Business upon any facilities, assets, properties or
interests of the Company;

         

        (j) retain or
hire any new senior management employee, increase or otherwise change the rate
or nature of compensation and benefits (including wages, salaries and bonuses
and benefits under pension profit sharing, deferred compensation and other
employee benefit plans and programs) which is paid or payable to any employee of
the Company or enter into or amend any employment, consulting or similar
Contract, in each case outside the Ordinary Course of Business;

         

        (k) release,
settle or compromise any material claim, or waive any material right, of the
Company or settle or compromise any pending or threatened material claim against
the Company; and

         

        (l) agree to
take any action which would breach or violate clauses (a)-(k) of this
Section 5.2.

         

        
          
            
            

          

          
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        5.3 No Transfer of the
Shares

         

        . 
Between the date of this Agreement and the 2nd Closing
Date, the Sellers shall not voluntarily or involuntarily offer, sell, grant any
option on or interest in, transfer any rights with respect to, create or permit
any Lien on or otherwise transfer (or make any exchange, gift, assignment or
pledge of) all or any part of its interest in the Seller
Shares.

         

        5.4 Expenses

         

        . 
Other than the filing fees in respect of the regulatory filings contemplated by
Section 5.6(a), which shall be shared equally by the Buyer Parent and the
Seller Parent, and except as otherwise specifically provided herein, each of the
Buyer Parent and the Buyer, on the one hand, and the Sellers, on the other hand,
shall bear their respective expenses incurred in connection with the
preparation, execution and performance of this Agreement and the transactions
contemplated hereby, including all fees and expenses of agents, representatives,
counsel, investment bankers and accountants.

         

        5.5 Publicity

         

        . 
Promptly following the execution and delivery of this Agreement by each of its
parties, the Seller Parent and the Buyer Parent shall each issue a press release
in the forms previously agreed between them.  Except as may be
required by Law or the rules and regulations of any exchange on which a party’s
securities are listed or quoted, the parties hereto agree that, between the date
hereof and the 2nd Closing Date, no further publicity release or announcement
concerning this Agreement and the transactions contemplated hereby shall be made
without advance consultation between the Seller Parent and the Buyer Parent, and
(except to the extent that compliance with this requirement would result in a
violation of applicable Law or the rules or regulations of any exchange on which
a party’s securities are listed or quoted), prior to making such announcement,
the announcing party will deliver a draft of such announcement to the other
parties and shall give the other parties reasonable opportunity to comment
thereon.

         

        5.6 Required
Consents

         

        . 

         

        (a) The Buyer
Parent and the Seller Parent shall take all reasonable steps necessary to cause
all filings that are required to be made with respect to the consummation of the
1st Share Purchase and the 2nd Share Purchase with all competent merger control
authorities and Governmental Bodies to be made as soon as practicable after the
date hereof, and (i) in respect of filings required for the 1st Closing, on or
prior to the later of (x) one (1) Business Day of the date hereof, and (y) one
(1) Business Day from the date that the Buyer Parent receives from Nanya all
information and documentation
required to make such a filing and any required approvals from Nanya in respect
of making any joint filings; and
(ii) in respect of filings required for the 2nd Closing, on or prior to the
later of (x) three (3) Business Days from the date hereof, and (y) one (1)
Business Day from the date that the Buyer Parent receives from Nanya all
information and 

         

        
          
            
            

          

          
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        documentation
required to make such a filing and any required approvals from Nanya in respect
of making any joint filings.  Such filings shall (unless otherwise
required by Law) be made by the Buyer Parent on behalf of all parties, but the
contents of such filings shall require prior written approval of the Seller
Parent, which shall not unreasonably be withheld or delayed.

         

        (b) In
connection with the efforts referenced in Section 5.6(a), each of the Buyer
Parent and the Seller Parent shall (i) use its reasonable efforts to
cooperate in all respects with the other in connection with any filing or
submission and in connection with any investigation or other inquiry, including
any Proceeding initiated by a private party, (ii) keep the other party
informed of any material communication received by such party from, or given by
such party to, the antitrust or competition law authorities of any jurisdiction
(collectively, the “Antitrust
Authorities”), or any other Governmental Body and of any material
communication received or given in connection with any Proceeding by a private
party, in each case regarding any of the transactions contemplated hereby, and
(iii) to the extent permissible by applicable Laws, permit the other party
or its external counsel to review any material communication given by it to, and
consult with each other in advance of any meeting or conference with, any
Antitrust Authority, or any such other Governmental Body or, in connection with
any Proceeding by a private party, with any other Person.

         

        (c) Each of
the Buyer Parent and the Seller Parent shall exercise reasonable efforts to
prevent the entry in any claim, action, suit, audit, assessment arbitration or
inquiry, or any Proceeding, by or before any Governmental Body by any Antitrust
Authority or any other Person of any Order which would prohibit, make unlawful
or delay the consummation of the transactions contemplated by this
Agreement.

         

        (d) Each of
the parties hereto shall cooperate in good faith with the Antitrust Authorities,
consent to the sharing of confidential information among Antitrust Authorities,
and undertake promptly any and all reasonable action required to complete
lawfully the transactions contemplated by this
Agreement.  Notwithstanding the foregoing or any other provision of
this Agreement, no party shall be required to agree to (a) any license,
sale or other disposition or holding separate (through establishment of a trust
or otherwise) of any shares of its capital stock or of any of its businesses,
assets or properties, its Subsidiaries or Affiliates, (b) the imposition of
any limitation on the ability of the Buyer Parent, its Subsidiaries or
Affiliates or the Company to conduct their respective businesses or own any
capital stock or assets or to acquire, hold or exercise full rights of ownership
of their respective businesses and, in the case of the Buyer Parent and the
Buyer, the businesses of the Company, or (c) the imposition of any
impediment on the Buyer Parent, its Subsidiaries or Affiliates or the Company
under any Law governing competition, monopolies or restrictive trade
practices.  Nothing herein shall require the Buyer Parent or the Buyer
to litigate with any Governmental Body.

         

        (e) Each of
the Sellers, the Buyer Parent and the Buyer shall exercise reasonable efforts to
obtain or make all other required consents and notices.

         

        (f) At all
times prior to the 2nd Closing,
the parties hereto shall cooperate and coordinate with each other, as
appropriate, with respect to filings and notifications to Governmental


         

        
          
            
            

          

          
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        Bodies in
connection with obtaining or making the required consents and
notices.  Without limiting the generality of the foregoing, the Seller
Parent, on the one hand, and the Buyer Parent, on the other hand, shall make or
cause to be made available all information reasonably requested by the other
party to permit all necessary filings and notices to be made with or to
Governmental Bodies as promptly as practicable after the date
hereof.  Each party shall promptly furnish or cause to be furnished
all information and documents reasonably required by the relevant Governmental
Bodies as may be appropriate in order to obtain or make any required consents
and notices.

         

        5.7 Change in Membership of
Company Board

         

        . 
The Sellers shall cause their representatives, as well as representatives of any
Seller’s Affiliate, on the Board of Directors and Supervisors of the Company to
resign from their position with effect as of the end of the 2nd Closing Date.
Prior to the 2nd Closing, the Seller Parent agrees to take all actions as may be
necessary and shall cause the members of the Board of Directors of the Company
appointed by the Seller Parent to vote and take such other actions as may be
necessary, to call a meeting of the shareholders of the Company to be held as
promptly as possible following the anticipated 2nd Closing for purposes of
electing the nominees appointed by Buyer Parent to the Board of Directors and
supervisors of the Company as contemplated by the New JV Agreement, and in the
event the 2nd Closing is delayed for any reason beyond such anticipated 2nd
Closing, to take such steps as are necessary to postpone or adjourn the meeting
from time to time so that it occurs as promptly as possible following the new
anticipated 2nd Closing.  In the alternative, to the extent necessary
to ensure such meeting occurs as promptly as practicable following the 2nd
Closing, if reasonably feasible to do so, such meeting shall be called for the
purpose of full re-election of all directors of the Board and the
supervisors.

         

        5.8 Sellers Non-Solicit

         

        . 
For a period of three (3) years from the 2nd Closing Date (the “Non-Solicitation
Period”), the Sellers shall not, and shall not permit any of the Sellers’
Affiliates or any representatives, advisors or agents of the Sellers or any of
its Affiliates to, directly or indirectly, contact, approach or solicit for the
purpose of offering employment to or hiring (whether as an employee, consultant,
agent, independent contractor or otherwise), or actually hire, any Person
employed by or seconded by any Person other than the Seller or any of the
Seller’s Affiliates to the Company at any time before the 2nd Closing Date or
employed by or seconded by any Person other than the Seller or any of the
Seller’s Affiliates to the Company during the Non-Solicitation Period, without
the prior written consent of the Buyer Parent.  During the
Non-Solicitation Period, the Sellers shall not, and shall not permit any of the
Sellers’ Affiliates or any representatives, advisors or agents of the Sellers or
any of its Affiliates to, directly or indirectly, induce or attempt to induce
any Person that has a business relation with the Company to terminate or modify
that business relationship.

         

        5.9 Further
Assurances

         

        . 
Subject to the terms and conditions herein provided, each of the parties hereto
agrees to use its reasonable efforts to take or cause to be taken all reasonable
action and to do or cause to be done 

         

        
          
            
            

          

          
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        all
things reasonably necessary, proper or advisable under applicable Laws and
regulations to consummate and make effective the transactions contemplated by
this Agreement, including (a) contesting any Proceeding relating to the
transactions contemplated hereby and (b) executing any additional
instruments necessary to consummate the transactions contemplated
hereby.  If at any time after the date hereof any further reasonable
action is necessary to carry out the purposes of this Agreement, the proper
officers and directors of each party hereto shall take all such necessary
action.

         

        5.10 Buyer
Financing.

         

        The Buyer
Parent shall use its reasonable efforts to take, or cause to be taken, such
actions and to do, or cause to be done, such things as are reasonably necessary,
proper or advisable to arrange and obtain financing on the terms and conditions
described in the Commitment Letters or alternate financing on terms and
conditions reasonably acceptable to the Buyer Parent.

         

        5.11 New JV Agreements; Patent
Cross License.

         

        (a) The Buyer
Parent shall use its reasonable efforts to take, or cause to be taken, such
actions and to do, or cause to be done, such things as are reasonably necessary,
proper or advisable to negotiate and enter into the New JV Agreement and New JV
Ancillary Agreements on the terms and conditions contemplated by the New JV MOU
or such other terms and conditions as are reasonably acceptable to the Buyer
Parent.

         

        (b) The Buyer
Parent and the Seller Parent shall negotiate in good faith and use their
reasonable efforts to take, or cause to be taken, such actions and to do, or
cause to be done, such things as are reasonably necessary, proper or advisable
to negotiate and enter into the Patent Cross License on terms and conditions as
are reasonably acceptable to the parties.

         

        5.12 Notification

         

        .  From
the date hereof, the Sellers shall promptly notify the Buyer Parent in writing
of any event, condition, fact or circumstance that would make the satisfaction
of any of the conditions set forth in Article VI hereof on the 1st Closing Date
or the 2nd Closing Date impossible or reasonably unlikely.  Each such
notification shall include a certification of an officer of each Seller that
such notification is being delivered in accordance with this Section
5.12.

         

        5.13 Buyer Parent Financing
Information Assistance

         

        . 
The Sellers will use all reasonable efforts to provide to the Buyer Parent upon
request, or to cause the Company to provide to the Buyer Parent upon request,
all cooperation reasonably requested by the Buyer Parent in connection with the
arrangement of any financing proposed by the Buyer Parent in connection with the
transactions contemplated hereby (a “Financing”),
including (i) participation in a reasonable number of meetings,
presentations, road shows, due diligence sessions and sessions with rating
agencies, and (ii) assisting with the preparation of materials for rating
agency presentations, offering documents, private placement memoranda, bank
information

         

        
          
            
            

          

          
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        memoranda,
prospectuses, business projections and similar documents required in connection
with the Financing.

         

        5.14 Sale of FINI
Shares

         

        .  Promptly
after the 2nd Closing Date, the Seller Parent shall sell the FINI Shares on the
Taiwan Stock Exchange and shall remit the proceeds of such sale, net of
brokerage fees and commissions and taxes (if any), to the Buyer.

         

        ARTICLE
VI

         

        CONDITIONS
PRECEDENT TO THE OBLIGATION OF THE PARTIES TO CLOSE

         

        6.1 1st Closing Conditions to All
Parties’ Obligations

         

        . 
The obligation of the Buyer Parent, the Buyer and the Sellers to consummate the
1st Closing is subject to the fulfillment on or prior to the 1st Closing Date of
the following conditions:

         

        (a) German Merger
Control.  The FCO shall have cleared the purchase of at least
the 1st Close Shares by the Buyer. This condition shall be deemed satisfied if
the FCO (i) has declared that the concentration does not meet the requirements
for prohibition pursuant to Section 36(1) of the Act Against Restraints of
Competition (Gesetz gegen
Wettbewerbsbeschränkungen, the “GWB”)
(either unconditionally or subject to the fulfillment of certain conditions or
obligations) or (ii) the concentration is deemed to be cleared by the FCO
pursuant to Section 41(1) and 40(1) GWB.

         

        (b) Governmental Bodies
Approvals.  All required consents, approvals and authorizations
of all relevant Governmental Bodies necessary for the 1st Share Purchase, in
addition to the FCO clearance referred to in clause (a), shall have been
obtained and all required waiting periods required by such authorities shall
have expired, including the 1st Close FIA Approval.  For the avoidance
of doubt, the parties are aware of no such consents, approvals or authorizations
other than the 1st Close FIA Approval.

         

        (c) No
Orders.  No temporary restraining Order, preliminary or
permanent injunction or other Order which restrains, prohibits, or renders this
Agreement or the consummation of the Share Purchase as contemplated by this
Agreement illegal shall be in effect.  No Law shall have been
promulgated, enacted, entered, enforced or deemed applicable by a Governmental
Body, which (i) would make illegal the Share Purchase as contemplated by
this Agreement or (ii) has had or could reasonably be expected to have a
Material Adverse Effect.

         

        (d) Commitment
Letters.  The Commitment Letters shall not have been revoked or
shall have been superseded by an alternative commitment obtained pursuant to
Section 5.10.

         

        (e) Nanya Waiver. The
Nanya Waiver shall not have been revoked or modified.

         

        
          
            
            

          

          
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        6.2 1st Closing Conditions to the
Buyer Parent and the Buyer’s Obligations

         

        . 
The obligation of the Buyer Parent and the Buyer to consummate the 1st Closing
is subject to the following additional conditions, any of which may be waived by
the Buyer Parent in its sole discretion:

         

        (a) Representations of the
Sellers True.  The representations and warranties of the
Sellers set forth in Article III (disregarding all qualifications and
exceptions contained therein regarding materiality or a Material Adverse Effect)
shall have been true and correct when made and shall be true and correct as of
the 1st Closing as if made as of the 1st Closing (other than those
representations and warranties made as of a specific date, which shall be true
and correct as of such date), subject only to exceptions that would not,
individually or in the aggregate, have a Material Adverse Effect.

         

        (b) Covenant
Compliance.  The Sellers shall have complied in all material
respects with their covenants set forth herein and in the other Acquisition
Documents.

         

        (c) Certificate of the
Sellers.  The Buyer Parent shall have received a certificate
from each Seller, validly executed by an authorized officer of each Seller, to
the effect that, as of the 1st Closing, the conditions specified in
Sections 6.2(a), 6.2(b), 6.2(d) and 6.2(g) have been
satisfied.

         

        (d) Solvency.  The
Management Board of the Seller Parent shall have obtained external legal and
business advice regarding relevant insolvency considerations and has determined
that the Seller Parent is neither “illiquid” (zahlungsunfähig) nor
“over-indebted” (überschuldet) within the
meaning of the relevant sections of the German Insolvency Code (Insolvenzordnung), and no
third party shall have applied for the opening of insolvency proceedings (Insolvenzverfahren) with
respect to the Seller Parent.

         

        (e) Fair Value
Opinion.  The Management Board of the Seller Parent shall have
received the opinion of Citigroup Global Markets Limited (the “Opinion”)
to the effect that, as of the date hereof, and based upon and subject to the
factors and assumptions set forth therein, (i) the 1st Close Cash Consideration
is fair with respect to the 1st Close Shares from a financial point of view to
the Sellers and (ii) the Consideration, when taken as a whole, is fair from a
financial point of view to the Sellers.  A true and complete copy of
the Opinion shall have been delivered to the Buyer Parent, and such opinion
shall not have been amended or rescinded as of the 1st Closing
Date.

         

        (f) Pending
Proceedings.  No Proceeding shall be pending which could
reasonably be expected to restrain or prohibit the consummation of the Share
Purchase as contemplated by this Agreement.

         

        (g) Material Adverse
Effect.  There shall not have occurred a Material Adverse
Effect.

         

        (h) Acquisition
Documents.  Each of (i) the Transition Agreement, (ii) the
Buyer/Seller TLA, (iii) the Infineon/Buyer TLA, and (iv) the Company/Buyer PTLA
(collectively, 

         

        
          
            
            

          

          
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        the
“1st Close
Acquisition Documents”), shall be in full force and effect concurrent
with the 1st Closing.

         

        (i) TDCC Book-Entry Share
Transfer.  To enable Buyer’s designated securities agent to
file appropriate and complete application with the TDCC to effect book-entry
transfer of the 1st Close Shares, at least two (2) Business Days prior to the
1st Closing Date, the Sellers shall have delivered to Buyer’s designated
securities agent: (1) a share transfer application form duly completed and
chopped or signed, as appropriate, by each Seller for transfer of its portion of
the 1st Close Shares to the Buyer, (2) each Seller’s TDCC securities passbook
and relevant securities chop, (3) original filing record of the Sellers with the
ROC and Future Bureau for transfer of shares by the Seller Parent as a major
shareholder and director of the Company and by the Seller Sub as supervisor of
the Company, (4) the 1st Close FIA Approval letter issued by the Investment
Commission approving Sellers’ transfer of the 1st Close Shares to the Buyer, and
(5) any other instruments and documents necessary for the application to the
TDCC to effect book-entry transfer of the 1st Close Shares. Promptly after the
book-entry transfer of the 1st Close Shares has been completed, the Buyer shall
cause its designated securities agent to return the securities passbooks and
chops referred to in clause (2) above to the Sellers.

         

        (j) Patent Cross
License.  Each of the Buyer Parent and the Seller Parent shall
have entered into the Patent Cross License, which shall become effective upon
the 2nd Closing.

         

        6.3 1st Closing Conditions to the
Sellers’ Obligations

         

        . 
The obligation of the Sellers to consummate the 1st Closing is subject to the
following additional conditions, any of which may be waived by the Sellers in
their sole discretion:

         

        (a) Representations of the Buyer
Parent and the Buyer True.  The representations and warranties
of the Buyer Parent and the Buyer set forth in Article IV (disregarding all
qualifications and exceptions contained therein regarding materiality) shall
have been true and correct when made and shall be true and correct as of the 1st
Closing as if made as of the 1st Closing (other than those representations and
warranties made as of a specific date, which shall be true and correct as of
such date), subject only to exceptions that would not, individually or in the
aggregate, have a material adverse effect on the ability of the Buyer Parent and
the Buyer to perform any of their respective obligations under this
Agreement.

         

        (b) Covenant
Compliance.  The Buyer Parent and the Buyer shall have complied
in all material respects with their covenants set forth herein.

         

        (c) Certificate of the Buyer
Parent.  The Sellers shall have received a certificate from the
Buyer Parent, validly executed by an authorized officer of the Buyer Parent, to
the effect that, as of the 1st Closing, the conditions specified in
Sections 6.3(a) and 6.3(b) have been satisfied.

         

        6.4 2nd Closing Conditions to All
Parties’ Obligations

         

        
          
            
            

          

          
            - 24
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        . 
The obligation of the Buyer Parent, the Buyer and the Sellers to consummate the
2nd Closing is subject to the fulfillment on or prior to the 2nd Closing Date of
the following conditions:

         

        (a) German Merger
Control.  The FCO shall have cleared the purchase of the 2nd
Close Shares (or, as the case may be, have cleared the purchase of the 2nd Close
Shares concurrently with its approval of the purchase of the 1st Close Shares in
the 1st Close FCO Approval) by the Buyer (the “2nd
Close FCO
Approval”). This condition shall be deemed satisfied if the FCO (i) has
declared that the concentration does not meet the requirements for prohibition
pursuant to Section 36(1) of the GWB (either unconditionally or subject to the
fulfillment of certain conditions or obligations) or (ii) the concentration is
deemed to be cleared by the FCO pursuant to Section 41(1) and 40(1)
GWB.

         

        (b) ROC Competition Authorities
Approvals.  The ROC Competition Authorities shall have cleared
the purchase of the 2nd Close Shares.

         

        (c) Governmental Bodies
Approvals.  All required consents, approvals and authorizations
of all relevant Governmental Bodies necessary for the 2nd Share Purchase shall
have been obtained, in addition to the 2nd Close FCO Approval, and all required
waiting periods required by such authorities shall have expired, including the
2nd Close FIA Approval.  For the avoidance of doubt, the parties are
aware of no such consents, approvals or authorizations other than the 2nd Close
FIA Approval.

         

        (d) No
Orders.  No temporary restraining Order, preliminary or
permanent injunction or other Order which restrains, prohibits, or renders this
Agreement or the consummation of the Share Purchase as contemplated by this
Agreement illegal shall be in effect.  No Law shall have been
promulgated, enacted, entered, enforced or deemed applicable by a Governmental
Body, which (i) would make illegal the Share Purchase as contemplated by
this Agreement or (ii) has had or could reasonably be expected to have a
Material Adverse Effect.

         

        (e)  Nanya Waiver. The
Nanya Waiver shall have not been revoked or modified.

         

        6.5 2nd Closing Conditions to the
Buyer Parent and the Buyer’s Obligations

         

        . 
The obligation of the Buyer Parent and the Buyer to consummate the 2nd Closing
is subject to the following additional conditions, any of which may be waived by
the Buyer Parent in its sole discretion:

         

        (a) Representations of the
Sellers True.  The representations and warranties of the
Sellers set forth in Article III (disregarding all qualifications and
exceptions contained therein regarding materiality or a Material Adverse Effect)
shall have been true and correct when made and shall be true and correct as of
the 2nd Closing as if made as of the 2nd Closing (other than those
representations and warranties made as of a specific date, which shall be true
and correct as of such date), subject only to exceptions that would not,
individually or in the aggregate, have a Material Adverse Effect.

         

        
          
            
            

          

          
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        (b) Covenant
Compliance.  The Sellers shall have complied in all material
respects with their covenants set forth herein and in the other Acquisition
Documents.

         

        (c) Certificate of the
Sellers.  The Buyer Parent shall have received a certificate
from each Seller, validly executed by an authorized officer of each Seller, to
the effect that, as of the 2nd Closing, the conditions specified in
Sections 6.5(a), 6.5(b), 6.5(d), 6.5(e), 6.5(g) and 6.5(i)(B) have been
satisfied.

         

        (d) Solvency.  The
Management Board of the Seller Parent shall have obtained external legal and
business advice regarding relevant insolvency considerations and has determined
that the Seller Parent is neither “illiquid” (zahlungsunfähig) nor
“over-indebted” (überschuldet) within the
meaning of the relevant sections of the German Insolvency Code (Insolvenzordnung), and no
third party shall have applied for the opening of insolvency proceedings (Insolvenzverfahren) with
respect to the Seller Parent.

         

        (e) Fair Value
Opinion.  The Management Board of the Seller Parent shall have
received the Opinion, and the Opinion shall not have been amended or rescinded
as of the 2nd Closing Date.

         

        (f) Pending
Proceedings.  No Proceeding shall be pending which could
reasonably be expected to restrain or prohibit the consummation of the Share
Purchase as contemplated by this Agreement.

         

        (g) Material Adverse
Effect.  There shall not have occurred a Material Adverse
Effect.

         

        (h) Financing.  The
Buyer Parent or the Buyer shall have obtained financing in an amount and on
terms no less favorable to the Buyer Parent or the Buyer as those of the
Commitment Letters.

         

        (i) Third-Party
Consents.  (A) The Buyer Parent shall have been furnished with
evidence reasonably satisfactory to it that the Company and/or each Seller, as
applicable, have obtained or delivered consents, waivers, amendments and
notices, in form and substance reasonably satisfactory to Buyer Parent, with
respect to (a) the US$260,000,000 Five-Year Syndicate Term Loan Agreement, dated
as of January 14, 2004, by and among the Company, as Borrower, and the other
parties thereto, (b) the US$672,000,000 and NT$5,700,000,000 Five-Year Syndicate
Term Loan Agreement, dated as of October 14, 2004, by and among the Company, as
Borrower, and the other parties thereto, and (c) US$400,000,000 and
NT$27,000,000,000 Five-Year Syndicated Term Loan Agreement, dated as of March 5,
2007, by and among the Company, as Borrower, and the other parties thereto, and
(B) the transactions contemplated by this Agreement shall not result in a
default or event of default under any of the Company's outstanding public bonds,
or any such incipient or prospective default or event of default.

         

        (j) Company
Board.  The Sellers shall have secured resignations from each
member of the Board of Directors and Supervisors of the Company that is a
corporate representative 

         

        
          
            
            

          

          
            - 26
-

            
              

            

          

          
            
            

          

        

        or
designee of any Seller or its Affiliates with effect as of the 2nd Closing, and
shall deliver copies of said resignations to the Buyer Parent.

         

        (k) TDCC Book-Entry Share
Transfer.  To enable Buyer’s designated securities agent to
file appropriate and complete application with the TDCC to effect book-entry
transfer of the 2nd Close Shares, at least two (2) Business Days prior to the
2nd Closing Date, the Sellers shall have delivered to Buyer’s designated
securities agent: (1) a share transfer application form duly completed and
chopped or signed, as appropriate, by each Seller for transfer of its portion of
the 2nd Close Shares to the Buyer, (2) each Seller’s TDCC securities passbook
and relevant securities chop, if not already delivered, (3) original filing
record of each of the Sellers with the ROC Securities and Futures Bureau for
transfer of shares by the Seller Parent as a major shareholder and director of
the Company and by the Seller Sub as supervisor of the Company, (4) the 2nd
Close FIA Approval letter issued by the Investment Commission approving the
Sellers’ transfer of the 2nd Close Shares to the Buyer, and (5) any other
instruments and documents necessary for the application to the TDCC to effect
book-entry transfer of the 2nd Close Shares.

         

        (l) Acquisition
Documents.  Each of the 1st Close Acquisition Documents shall
have become effective concurrent with the 1st Closing and shall continue to be
in full force and effect in accordance with its terms.  The
Company/Buyer TTA shall have become effective concurrent with the later of (A)
the receipt of the 2nd Close FCO Approval and (B) the 1st Closing and shall
continue to be in full force and effect in accordance with its
terms.  The Nanya/Seller Termination Agreement shall be in full force
and effect concurrent with the 2nd Closing.

         

        (m) New JV Agreements.
Each of the Buyer Parent and Nanya shall have entered into the New JV Agreement
and each of the Buyer Parent and Nanya shall have entered into the New JV
Ancillary Agreements on terms consistent with the New JV MOU and such agreements
shall be effective in accordance with their terms as of no later than the 2nd
Closing.

         

        (n) Patent Cross License.
The Patent Cross License shall be effective in accordance with its terms as of
the 2nd Closing.

         

        6.6 2nd Closing Conditions to the
Sellers’ Obligations

         

        . 
The obligation of the Sellers to consummate the 2nd Closing is subject to the
following additional conditions, any of which may be waived by the Sellers in
their sole discretion:

         

        (a) Representations of the Buyer
Parent and the Buyer True.  The representations and warranties
of the Buyer Parent and the Buyer set forth in Article IV (disregarding all
qualifications and exceptions contained therein regarding materiality) shall
have been true and correct when made and shall be true and correct as of the 2nd
Closing as if made as of the 2nd Closing (other than those representations and
warranties made as of a specific date, which shall be true and correct as of
such date), subject only to exceptions that would not, individually or in the
aggregate, have a material adverse effect on the ability of the Buyer Parent and
the Buyer to perform any of their respective obligations under this
Agreement.

         

        
          
            
            

          

          
            - 27
-

            
              

            

          

          
            
            

          

        

        (b) Covenant
Compliance.  The Buyer Parent and the Buyer shall have complied
in all material respects with their covenants set forth herein.

         

        (c) Certificate of the Buyer
Parent.  The Sellers shall have received a certificate from the
Buyer Parent, validly executed by an authorized officer of the Buyer Parent, to
the effect that, as of the 2nd Closing, the conditions specified in
Sections 6.6(a) and 6.6(b) have been satisfied.

         

        


         

        ARTICLE
VII

         

        SURVIVAL

         

        The
Limited Reps and the representations and warranties of the Buyer Parent and the
Buyer contained in Article IV shall survive until the first anniversary of
the Date hereof or, if the 1st Closing or the 2nd Closing occurs, the later of
the first anniversary of 1st Closing or the first anniversary of the
2nd Closing.  Thereafter all such representations and warranties
of the parties referred to in the immediately preceding sentence shall be
extinguished and no claim for the recovery of any Losses may be asserted against
any party in respect thereof, except that claims first asserted in a Claim
Notice within the applicable period referred to above shall not thereafter be
barred.  The representations and warranties of the Sellers other than
the Limited Reps and the covenants of the Buyer Parent, the Buyer and the
Sellers contained in this Agreement which are not explicitly covered by the
extinction pursuant to the two immediately preceding sentences shall survive
beyond the date hereof, the 1st Closing and the 2nd Closing, except for those
covenants that are expressly limited by their terms to other dates or times,
which shall survive only to such dates or times.  For the avoidance of
doubt, the agreements of the Sellers contained in Section 5.2 shall
terminate upon the 2nd Closing Date.

         

        ARTICLE
VIII

         

        INDEMNIFICATION

         

        8.1 Obligation of the Sellers to
Indemnify

         

        . 
From and after the 1st Closing Date, subject to Sections 8.3, 8.4 and 8.5,
the Sellers shall indemnify, defend and hold harmless the Buyer Parent and the
Buyer and each of their directors, officers and representatives, from and
against all liabilities, losses and damages and reasonable attorneys’ fees,
court costs and other out-of-pocket expenses (collectively, “Losses”)
that arise out of, or result from, the breach of any representation, warranty,
covenant or agreement of any Seller contained in this Agreement (or any
representation, warranty, covenant or agreement in any certificate delivered
pursuant to this Agreement) that survives the 1st Closing or the 2nd Closing
pursuant to Article VII above.

         

        
          
            
            

          

          
            - 28
-

            
              

            

          

          
            
            

          

        

        8.2 Obligation of the Buyer
Parent to Indemnify

         

        . 
From and after the date hereof, subject to Sections 8.3, 8.4 and 8.5, the
Buyer Parent shall indemnify, defend and hold harmless the Sellers and their
directors, officers and representatives, from and against all Losses that arise
out of or result from, the breach of any representation, warranty, covenant or
agreement of the Buyer Parent or the Buyer contained in this Agreement (or any
representation, warranty, covenant or agreement in any certificate delivered
pursuant to this Agreement) that survives the date hereof, the 1st Closing and
the 2nd Closing pursuant to Article VII above.

         

        8.3 Indemnification
Procedure

         

        . 

         

        (a) Any
indemnified party seeking indemnification under this Agreement (each, an “Indemnified
Party”) shall, within the relevant limitation period provided in
Article VII, promptly give the indemnifying party or parties (collectively,
the “Indemnifying
Party”) written notice (a “Claim
Notice”) describing in reasonable detail the facts giving rise to any
claims for indemnification hereunder and shall include in the Claims Notice (if
then known) the amount or method of computation of the amount of such claim and
a reference to the provision of this Agreement or any agreement, certificate or
instrument delivered pursuant to this Agreement upon which such claim is based;
provided, that a Claim
Notice in respect of any action at law or in equity by or against a third party
as to which indemnification will be sought shall be given promptly after the
action or suit is commenced; provided, further, any delay
or failure to so notify the Indemnifying Party shall only relieve the
Indemnifying Party of its obligations hereunder to the extent, if at all, that
it is prejudiced by reason of such delay or failure.

         

        (b) The
Indemnifying Party shall have the right, at its own cost, to participate jointly
in the defense of any claim or demand in connection with which the Indemnified
Party has claimed indemnification hereunder, and may elect to take over the
defense of such claim or demand through counsel of its own choosing by so
notifying the Indemnified Party within thirty (30) days of receipt of the
Indemnified Party’s Claim Notice.  If the Indemnifying Party makes
such an election:

         

        (i) it shall
keep the Indemnified Party reasonably informed as to the status of such matter
and shall promptly send copies of all pleadings to the Indemnified
Party;

         

        (ii) with
respect to any issue involved in such claim or demand, it shall have the sole
right to settle or otherwise dispose of such claim or demand on such terms as
it, in its sole discretion, shall deem appropriate; provided, however, that the consent of
the Indemnified Party to the settlement or disposition of any claim or demand
shall be required if such settlement or disposition shall result in any
liability to, or equitable relief against, the Indemnified Party;
and

         

        (iii) the
Indemnified Party shall have the right to participate jointly in the defense of
such claim or demand, but shall do so at its own cost not subject to
reimbursement under Section 8.1 or 8.2.

         

        
          
            
            

          

          
            - 29
-

            
              

            

          

          
            
            

          

        

        (c) If the
Indemnifying Party does not elect to take over the defense of a claim or demand,
the Indemnified Party shall have the right to contest, compromise or settle such
claim or demand in the exercise of its reasonable judgment; provided, however, that the consent of
the Indemnifying Party to any compromise or settlement of such claim or demand
shall be required, which consent shall not be unreasonably
withheld.

         

        (d) Each
party agrees that it shall cooperate with the other parties in the defense of
any claim or action.

         

        8.4 Measure of and Limitations
upon Indemnification

         

        . 

         

        (a) The
Sellers’ liability for any Losses under this Article VIII shall be subject
to the following limitations: (i) the Sellers shall have no liability for
any Losses that arise directly or indirectly under Section 3.8, 3.9, 3.10, 3.11,
3.14 and 3.15 (the “Limited
Reps”) unless and until the aggregate amount of such Losses for which the
Sellers are obligated to indemnify pursuant to Section 8.1 exceeds
$1,000,000 (the “Threshold
Amount”), in which case the Sellers shall be liable only for the
aggregate amount of such Losses related to the Limited Reps, as finally
determined, that exceeds the Threshold Amount; and (ii) the aggregate
liability of the Sellers for all such Losses related to the Limited Reps shall
not exceed, in the aggregate, 25% of the Consideration actually paid to
Sellers.

         

        (b) IN NO EVENT SHALL ANY INDEMNIFYING
PARTY BE LIABLE TO ANY INDEMNIFIED PARTY FOR ANY PUNITIVE DAMAGES (OTHER THAN
INDEMNIFICATION FOR AMOUNTS PAID OR PAYABLE TO THIRD PARTIES IN RESPECT OF ANY
THIRD PARTY CLAIM FOR WHICH INDEMNIFICATION HEREUNDER IS OTHERWISE
REQUIRED).

         

        8.5 Exclusivity of
Indemnity

         

        . 
The indemnification provided in this Article VIII shall be the sole and
exclusive remedy after the 1st Closing Date and the 2nd Closing Date for damages
available to the parties to this Agreement for breach of any of the
representations, warranties, covenants and agreements contained herein or any
right, claim or action arising from the transactions contemplated hereby that
were by their terms to have been effected as of the 1st Closing Date or the 2nd
Closing Date, respectively.

         

        ARTICLE
IX

         

        TERMINATION
OF AGREEMENT

         

        9.1 Termination

         

        . 

         

        
          
            
            

          

          
            - 30
-

            
              

            

          

          
            
            

          

        

        (a) This
Agreement may not be terminated prior to the 1st Closing, except as
follows:

         

        (i) by mutual
agreement of the Buyer Parent and the Sellers;

         

        (ii) by the
Sellers, if there has been a breach by the Buyer Parent or the Buyer of any
covenant, representation or warranty contained in this Agreement that has
prevented the satisfaction of any condition to the obligations of the Sellers to
consummate the 1st Closing, and such breach has not been waived by the Sellers
or cured, if capable of cure, by the Buyer Parent or the Buyer, within thirty
(30) days after written notice thereof from the Sellers;

         

        (iii) by the
Buyer Parent, if there has been a breach by any Seller of any covenant,
representation or warranty contained in this Agreement that has resulted in a
Material Adverse Effect or has prevented the satisfaction of any condition to
the obligations of the Buyer Parent and the Buyer to consummate the 1st Closing,
and such breach has not been waived by the Buyer Parent or, if capable of cure,
cured by the Sellers, within thirty (30) days after written notice thereof from
the Buyer Parent;

         

        (iv) by the
Buyer Parent, if after the date hereof the Seller Parent has applied (or is in
violation of German Laws by having failed to have applied) for the opening of
insolvency proceedings, or a third party has applied for the opening of
insolvency proceedings (Insolvenzverfahren) with
respect to the Seller Parent; and

         

        (v) at the
election of the Buyer Parent or the Sellers upon prior written notice, if any
court of competent jurisdiction or other competent Governmental Body shall have
issued a final Order restraining, enjoining or otherwise prohibiting the
consummation of the 1st Share Purchase or the 2nd Share Purchase and such Order
is or shall have become non-appealable.

         

        (b) Following
the 1st Closing, the obligations of the parties to consummate the 2nd Closing
(whether or not the conditions under Section 6.4, Section 6.5 and Section 6.6
have been satisfied) may be terminated:

         

        (i) by mutual
agreement of the Buyer Parent and the Sellers;

         

        (ii) at the
election of the Buyer Parent or the Sellers upon prior written notice, if any
one or more of the conditions set forth in Section 6.4, Section 6.5 and Section
6.6 has not been fulfilled (or waived by the party whose benefit such condition
is for) as of the close of business on January 31, 2009 (the “Outside
Date”), except that any party whose conduct is in breach of this
Agreement and substantially results in the failure of such condition to be
fulfilled may not be the terminating party under this clause;

         

        (iii) at the
election of the Seller Parent upon written notice, if all of the conditions set
forth in Sections 6.4 and 6.5 other than any one or more of those set forth in
Sections 6.5(h) and 6.5(m) have been fulfilled but the 2nd Closing has not been
consummated as of the close of business on the day that is the later of (i)
December 15, 2008 and (ii) five days after the first date 

         

        
          
            
            

          

          
            - 31
-

            
              

            

          

          
            
            

          

        

        on which
all of such conditions other than those set forth in Sections 6.5(h) and 6.5(m)
are first fulfilled;

         

        (iv) by
Sellers, if there has been a breach by the Buyer Parent or the Buyer of any
covenant, representation or warranty contained in this Agreement that has
prevented the satisfaction of any condition to the obligations of the Sellers to
consummate the 2nd Closing, and such breach has not been waived by the Sellers
or cured, if capable of cure, by the Buyer Parent or the Buyer, within thirty
(30) days after written notice thereof from the Sellers;

         

        (v) by the
Buyer Parent, if there has been a breach by any Seller of any covenant,
representation or warranty contained in this Agreement that has resulted in a
Material Adverse Effect or has prevented the satisfaction of any condition to
the obligations of the Buyer Parent and the Buyer to consummate the 2nd Closing,
and such breach has not been waived by the Buyer Parent or, if capable of cure,
cured by the Sellers, within thirty (30) days after written notice thereof from
the Buyer Parent;

         

        (vi) by the
Buyer Parent, if after the date hereof the Seller Parent has applied (or is in
violation of German Laws by having failed to have applied) for the opening of
insolvency proceedings, or a third party has applied for the opening of
insolvency proceedings (Insolvenzverfahren) with
respect to the Seller Parent; and

         

        (vii) at the
election of the Buyer Parent or the Sellers upon prior written notice, if any
court of competent jurisdiction or other competent Governmental Body shall have
issued a final Order restraining, enjoining or otherwise prohibiting the
consummation of the 1st Share Purchase or the 2nd Share Purchase and such Order
is or shall have become non-appealable.

         

        9.2 Survival After
Termination

         

        . 

         

        (a) In the
event of the termination of this Agreement pursuant to Section 9.1(a), the
provisions of this Agreement shall immediately become void and of no further
force or effect (other than Section 5.4, this Section 9.2, Article VII and
Article X which shall survive the termination of this Agreement in accordance
with their terms), and no party hereto will have any further obligations or
liabilities hereunder except for obligations or liabilities arising under such
surviving provisions or from a breach of this Agreement prior to such
termination.

         

        (b) In the
event of the termination of the obligations of the parties to consummate the 2nd
Closing pursuant to Section 9.1(b), the covenants and obligations of the parties
under Sections 5.1, 5.2, 5.3, 5.5, 5.6 (but only with respect to the 2nd
Closing), 5.7, 5.9 (but only with respect to the 2nd Closing), 5.10, 5.11, 5.12,
5.13 and 5.14 shall expire effective as of the termination of the obligations to
consummate the 2nd Closing, and no party hereto will have any further
obligations or liabilities under such provisions except for obligations or
liabilities arising from a breach of any such provisions prior to such
termination.

         

        
          
            
            

          

          
            - 32
-

            
              

            

          

          
            
            

          

        

        ARTICLE
X

         

        MISCELLANEOUS

         

        10.1 Governing Law;
Venue

         

        . 
EXCEPT TO THE EXTENT THAT ROC LAW IS MANDITORILY APPLICABLE TO THE COMPANY, THE
TRANSFER IN REM OF THE SHARES IN THE COMPANY AND THE RIGHTS OF THE SHAREHOLDERS
OF THE COMPANY, THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS, INCLUDING AS
TO VALIDITY, INTERPRETATION AND EFFECT, BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT GIVING EFFECT TO ITS CONFLICT OF LAWS PRINCIPLES.  EACH PARTY
HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE
STATE OF NEW YORK AND THE UNITED STATES DISTRICT COURTS LOCATED IN THE CITY OF
NEW YORK IN RESPECT OF THE INTERPRETATION AND ENFORCEMENT OF THE PROVISIONS OF
THIS AGREEMENT AND OF THE DOCUMENTS REFERRED TO IN THIS AGREEMENT, AND IN
RESPECT OF THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY.  EACH
PARTY HEREBY WAIVES AND AGREES NOT TO ASSERT, AS A DEFENSE IN ANY ACTION, SUIT
OR PROCEEDING FOR THE INTERPRETATION AND ENFORCEMENT HEREOF, OR ANY SUCH
DOCUMENT OR IN RESPECT OF ANY SUCH TRANSACTION, THAT SUCH ACTION, SUIT OR
PROCEEDING MAY NOT BE BROUGHT OR IS NOT MAINTAINABLE IN SUCH COURTS OR THAT THE
VENUE THEREOF MAY NOT BE APPROPRIATE OR THAT THIS AGREEMENT OR ANY SUCH DOCUMENT
MAY NOT BE ENFORCED IN OR BY SUCH COURTS.  EACH PARTY HEREBY CONSENTS
TO AND GRANTS ANY SUCH COURT JURISDICTION OVER THE PERSON OF SUCH PARTIES AND
OVER THE SUBJECT MATTER OF ANY SUCH DISPUTE.

         

        10.2 Notices

         

        . 
Any notice or other communication required or permitted hereunder shall be in
writing and shall be deemed to have been duly given (a) on the day of
delivery if delivered in Person, or if delivered by facsimile upon confirmation
of receipt, (b) on the first Business Day following the date of dispatch if
delivered by a nationally recognized express courier service, or (c) on the
tenth Business Day following the date of mailing if delivered by registered or
certified mail, return receipt requested, postage prepaid.  All
notices hereunder shall be delivered as set forth below, or pursuant to such
other instructions as may be designated by notice given in accordance with this
Section 10.2 by the party to receive such notice:

         

        (a) if to the
Buyer Parent or the Buyer, to:

        


        Micron
Technology, Inc.

        8000
South Federal Way

        Boise,
Idaho 83716-9632

         

        
          
            
            

          

          
            - 33
-

            
              

            

          

          
            
            

          

        

        Attn:
General Counsel

        Facsimile:
(208) 363-1309

        


        with a
copy to:

        


        Wilson
Sonsini Goodrich & Rosati, Professional Corporation

        650 Page
Mill Road

        Palo
Alto, CA  94304

        Attention:  John
A. Fore

        Facsimile:  (650)
493-6811

         

        (b) if to any
Seller, to:

        


        Qimonda
AG

        Gustav-Heinemann-Ring
123

        81739
Munich

        Germany

        Attention:  Legal
Department

        Facsimile:  (49-89)
60088-442450

        


        with
copies to:

        


        Cleary
Gottlieb Steen & Hamilton LLP

        Main
Tower

        Neue
Mainzer Strasse 52

        60311
Frankfurt am Main

        Germany

        Attention:  Ward
A. Greenberg

        Facsimile:  (49-69)
97103-199

         

        10.3 Entire
Agreement

         

        . 
This Agreement and any other collateral agreements executed in connection with
the consummation of the transactions contemplated hereby, contain the entire
agreement among the parties with respect to the sale and purchase of the 1st
Close Shares and 2nd Close Shares and supersede all prior agreements, written or
oral, with respect thereto.

         

        10.4 Waivers and
Amendments

         

        . 
This Agreement may be amended, superseded, canceled, renewed or extended, and
the terms hereof may be waived, only by a written instrument signed by the Buyer
Parent and the Sellers or, in the case of a waiver, by the party waiving
compliance.  No delay on the part of any party in exercising any
right, power or privilege hereunder shall operate as a waiver thereof, nor shall
any waiver on the part of any party of any such right, power or privilege, nor
any single or partial 

         

        
          
            
            

          

          
            - 34
-

            
              

            

          

          
            
            

          

        

        exercise
of any such right, power or privilege, preclude any further exercise thereof or
the exercise of any other such right, power or privilege.

         

        10.5 Binding Effect;
Assignment

         

        . 
This Agreement shall be binding upon and inure to the benefit of the parties and
their respective successors and assigns.  This Agreement is not
assignable by any party without the prior written consent of the other parties;
provided, however, that the Buyer can
assign its obligations under this Agreement to the Buyer Parent or any of the
Buyer Parent’s wholly owned Subsidiaries.  The Buyer Parent shall be
jointly and severally liable with the Buyer or any successor or assignee of the
Buyer or the Buyer Parent for all obligations arising under this Agreement of
any such Person to or for the benefit of any of the Sellers.

         

        10.6 Construction

         

        . 
The parties acknowledge and agree that (a) each party and its counsel
reviewed and negotiated the terms and provisions of this Agreement and have
contributed to its revision, (b) the rule of construction to the effect
that any ambiguities are resolved against the drafting party shall not be
employed in the interpretation of this Agreement, and (c) the terms and
provisions of this Agreement shall be construed fairly as to all parties,
regardless of which party was generally responsible for the preparation of this
Agreement.

         

        10.7 Severability of
Provisions

         

        . 
If any provision or any portion of any provision of this Agreement shall be held
invalid or unenforceable, the remaining portion of such provision and the
remaining provisions of this Agreement shall not be affected
thereby.  If the application of any provision or any portion of any
provision of this Agreement to any Person or circumstance shall be held invalid
or unenforceable, the application of such provision or portion of such provision
to Persons or circumstances other than those as to which it is held invalid or
unenforceable shall not be affected thereby.  Furthermore, the parties
shall use reasonable efforts to negotiate and include in this Agreement, in lieu
of such illegal, invalid or unenforceable provision, a legal, valid and
enforceable provision as similar in terms to such illegal, invalid or
unenforceable provision as may be possible.

         

        10.8 Counterparts; Delivery by
Fax or E-mail

         

        . 
This Agreement may be executed by the parties hereto in separate counterparts,
each of which when so executed and delivered shall be an original, but all such
counterparts together shall constitute one and the same
instrument.  Each counterpart may consist of a number of copies hereof
each signed by less than all, but together signed by all, of the parties
hereto.  Delivery of an executed counterpart of this Agreement by
facsimile or electronic mail transmission shall be equally as effective as
delivery of an executed hard copy of the same.  Any party doing so
shall also deliver an executed hard copy of same, but the failure by such party
to deliver an executed hard copy shall not affect the validity, enforceability
and binding effect of this Agreement.

         

        
          
            
            

          

          
            - 35
-

            
              

            

          

          
            
            

          

        

        10.9 Transfer
Taxes

         

        .  Other
than as expressly provided in Sections 2.3(c) and 2.6(b), the Sellers shall
(a) be responsible for any and all sales, use, stamp, documentary, filing,
recording, transfer, real estate transfer, gross receipts, registration, duty or
similar fees or taxes or governmental charges (together with any interest or
penalty, addition to tax or additional amount imposed) as levied by any taxing
authority in connection with the transactions contemplated by this Agreement
(collectively, “Transfer
Taxes”), and (b) timely file or caused to be filed all necessary
documents (including all tax returns) with respect to Transfer
Taxes

         

        10.10 Language

         

        .  This
Agreement shall be prepared in the English language, and the English language
version shall be official.  No translation into German, Chinese or any
other language shall be taken into consideration in the interpretation of this
Agreement.

         

        10.11 No Third Party
Beneficiaries

         

        . 
No provision of this Agreement is intended to, or shall, confer any third party
beneficiary or other rights or remedies upon any Person other than the parties
hereto.

         

        [Signature
page follows]

         

        



        
          
            
               

            

             


          

          
            - 36
-

            
              

            

          

          
             


            
              Confidential

            

          

        


        


         

        IN
WITNESS WHEREOF, the parties have executed this Share Purchase Agreement as of
the date first above written.

         

        


          
            	 	
                    BUYER:

                  
	 	 
	 	
                    MICRON
      SEMICONDUCTOR B.V.

                  
	 	 	 
	 	
                    By:

                  	
                    /s/ Thomas L.
      Laws     

                  
	 	 
      	
                    Name:
      Thomas L. Laws

                  
	 	 
      	
                    Title:
      Managing Director A

                  
	 	 
      	 
      
	 	
                    By:

                  	
                    /s/ Patrick van
      Maurik    

                  
	 	 
      	
                    Name:
      Patrick van Maurik

                  
	 	 
      	
                    Title:
      Managing Director B

                  
	 	 
      	 
      
	 	
                    BUYER
      PARENT:

                  
	 	 
	 	
                    MICRON
      TECHNOLOGY, INC.

                  
	 	 	 
	 	
                    By:

                  	
                    /s/ D. Mark
      Durcan              

                  
	 	 
      	
                    Name:
      D. Mark Durcan

                  
	 	 
      	
                    Title:
      President and Chief Operating Officer

                  
	 	 
      	 
      
	 	
                    SELLER
      PARENT:

                  
	 	 
	 	
                    QIMONDA
      AG

                  
	 	
                    By:

                  	
                    /s/ Kin Wah
      Loh         

                  
	 	 
      	
                    Name:
      Kin Wah Loh

                  
	 	 
      	
                    Title:
      Chief Executive Officer

                  
	 	 	 
	 	
                    By:

                  	
                    /s/ Nicole
      Lau   

                  
	 	 
      	
                    Name:
      Nicole Lau

                  
	 	 
      	
                    Title:
      Vice President and Corporate Legal

                  
	 	 
      	
                    Counsel

                  
	 	 
      	 
      
	 	
                    SELLER
      SUB:

                  
	 	 
	 	
                    QIMONDA
      HOLDING B.V.

                  
	 	 	 
	 	
                    By:

                  	
                    /s/ Nicole
      Lau    

                  
	 	 
      	
                    Name:
      Nicole Lau

                  
	 	 
      	
                    Title:
      Attorney in Fact

                  


          





        (Signature
Page of Share Purchase Agreement)