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EXHIBIT 4.8
TSMC/KPENV CONFIDENTIAL
EXHIBIT 1
TO
KPENV/TSMC TCA AMENDMENT CONTRACT
DATED JUNE ..., 2004
TECHNOLOGY COOPERATION AGREEMENT
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(full revision version effective as of January 1, 2004)
THIS TECHNOLOGY COOPERATION
AGREEMENT (the "Agreement" or "TCA"), originally
made and entered into as of
the 31st day of December 1986 as amended and rested
effective July 9, 1997, and
amended and restated effective January 1, 2004
("Effective Date"), is
reconfirmed by and between
KONINKLIJKE PHILIPS
ELECTRONICS N.V. (formerly known as N.V. Philips'
Gloeilampenfabrieken) of
Eindhoven, the Netherlands (hereinafter referred to as
"KPENV")
of the one part
and
TAIWAN SEMICONDUCTOR
MANUFACTURING COMPANY LTD of Hsin-Chu, Taiwan, Republic
of
China and its Subsidiaries
(hereinafter referred to as "TSMC")
of the other part.
Each of Philips Group and
TSMC Group may be referred to herein individually as a
"Party" or collectively as
the "Parties."
RECITALS
WHEREAS, TSMC has been
established by and between Development Fund, Executive
Yuan, N.V. Philips'
Gloeilampenfabrieken and investors from the Republic of
China for the purpose of the
manufacture of IC's at the order of and pursuant to
product design specifications
provided by its customers;
WHEREAS, on the basis of own
initiatives, focus and resources, TSMC has
successfully engaged in
extensive process- and production-related R&D
efforts
and with a view to continued
profitable development of its world wide business
has organized and may in
future organize Subsidiaries in the USA and other
countries of the world for
the same customer foundry production purpose;
WHEREAS, KPENV (i) is the
ultimate parent company of the Philips Group for
several operating units
including Philips Semiconductors (as defined below),
(ii) owns or has the right to
control Patents for the benefit of its operating
units and (iii) is party to
IPR (cross) license agreements for the benefit of
its operating
units;
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WHEREAS, TSMC (i) is the
ultimate parent company of the TSMC Group for several
operating units, (ii) owns or
has the right to control Patents for the benefit
of its operating units and
(iii) is a party to IPR (cross) license agreements
for the benefit of its
operating units;
WHEREAS, Philips
Semiconductors (as hereinafter defined) has for many years
been
engaged in the worldwide
manufacture and processing of IC's and other
semiconductor devices and has
acquired considerable knowledge and manufacturing
experience
thereby;
WHEREAS, such manufacturing
and processing activities were and are supported by
continuously on-going
scientific research and development work in connection
with the products in the
above field, which are produced by or for Philips
Semiconductors, and by
(cross) license arrangements with third parties with
respect to patents and
similar intellectual property rights; and,
WHEREAS, with a view to
maximum cost savings and co-operation, the Parties are
desirous, on a case-by-case
basis as mutually agreed, to include TSMC under
selected KPENV's IPR (cross)
license arrangements mutually acceptable by the
Parties under this
Agreement.
NOW, THEREFORE, IT IS HEREBY
AGREED AS FOLLOWS:
CLAUSE 0
In this Agreement the
following terms shall have the following meanings,
unless
the context clearly requires
otherwise:
a. The term
"Subsidiaries" shall mean any company or other business
entity,
present or
future, in which TSMC or KPENV owns or controls, directly
or
indirectly, more than fifty percent (50%) of the voting stock or
otherwise
has a
controlling interest, but only so long as such ownership or
control
exists.
b. The term "Philips
Semiconductors" shall mean any and all Subsidiaries of
KPENV
active within the scope of this Agreement, with KPENV
hereby
undertaking to perform and to cause all such Subsidiaries to
perform all
duties and
obligations required to be performed by Philips
Semiconductors
under this
Agreement.
c. The term "Group" shall
mean either TSMC and its Subsidiaries ("TSMC
Group") or
KPENV and its Subsidiaries ("Philips Group"), whilst the
term
"Groups"
shall mean both TSMC Group and Philips Group.
d. The term "Patents"
shall mean any and all applications for patents and any
and all
patents (including patents of importation, patents of
confirmation, improvement patents, patents and certificates of
addition
and
utility models, as well as divisions, reissues,
continuations,
continuations-in-part, renewal and extensions of any of
the
Initial TSMC: C.J.
Initial KPENV: S.
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3
foregoing), having a first filing date or entitled to receive the
benefit
of a
priority date, prior to the termination of this Agreement. For
the
purpose of
clarification, "Patents" shall mean those Patents which
are
owned or
in respect of which the right to license is controlled by
either
Party
without an obligation to pay royalties or other consideration to
any
third
party other than the employees of either Party.
e. The term "Process and
Structural Patents" shall mean any and all claims of
Patents
that claim a semiconductive material or that claim an
invention
that is
useful in the process of or an apparatus for making a
semiconductor device or that claim the arrangement or
structural
interrelationship in or on a semiconductor device of regions,
layers,
electrodes
or contacts thereof. "Process or Structure Patents"
further
mean any
and all claims of Patents that claim a semiconductor
package,
testing,
assembling or the process of packaging a semiconductor
device.
For the
purpose of clarification, "Process and Structural Patents"
shall
not
include "Circuitry Patents" defined below in Clause 0.f.
f. The term "Circuitry
Patents" shall mean any and all Patents in as far as
their
claims cover circuit function means, which term is understood
to
mean
separately or in combination any one or more of (i) a circuit,
a
complex of
circuits and/or system arrangement of circuits, and/or (ii)
a
functional
combination of semiconductor regions, whether or not
interacting with layers and/or electrodes on the semiconductor body
or
bodies, in
an operational arrangement performing a circuit function
which
otherwise
cannot be obtained except by means of a plurality of
interconnected single circuit elements.
g. The term "Products"
shall mean IC's in wafer, die or assembled form.
CLAUSE 1
In order to enhance and
expand the existing relationship between the Parties,
including but not limited to,
technology joint development, joint venture
activities, IP joint defense,
commercial or corporate transactions, or any other
kind of endeavors that would
be considered to be mutually beneficial to the
Parties, the Parties may
collaborate from time-to-time. Amongst others, the
Parties cooperate in the
state-of-the art Crolles-2 project in France. The terms
and conditions of any such
projects or initiatives would be set forth in
separate agreements to be
negotiated in the future.
CLAUSE 2
1. Each Party
("Licensor") grants the other Party ("Licensee"), for
the
period of
this Agreement and thereafter, a non-exclusive,
royalty-free,
non-transferable and indivisible license, without the right to
sublicense
with
respect to any and all of Licensor's Process and Structural
Patents,
to
manufacture, to have manufactured (including to have tested and
have
assembled)
and to use (including to test and assemble) Products in any
and
all
countries of the world and to sell, export and import the Products
so
made in
any and all countries of the world (the "Licenses").
Initial TSMC: C.J.
Initial KPENV: S.
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4
2. Notwithstanding
anything contrary contained in this Agreement, neither
Licensor
will assert any of its Circuitry Patents against design
services,
masks,
mask works, mask information or mask related material provided
by
any
Licensee to its customers in furtherance of such Licensee's
commercial
activities
within the scope of Licenses specified in above Clause 2.1.
It
is
expressly understood that this non-assert undertaking will also
apply
to the
Licensee's library tools (cell libraries or macros) or to
standard
cells that
the Licensee incorporates into any standard or custom
Applications Specific Integrated Circuits (ASIC's) that the
Licensee
manufactures as subcontractor for its customers.
CLAUSE 3
1. Subject to the terms
and conditions of this TCA, including full and timely
payment of
any amounts due hereunder, KPENV will include TSMC in those
of
its cross
license arrangements as shall be mutually agreed, in writing,
by
and
between KPENV and TSMC. KPENV will endeavour to obtain licences
of
maximum
scope or in any event at least of a scope equal to the
Licenses,
however,
the Parties recognize that such cross license arrangements
may
have a
different (i.e., more limited or broader) scope than the
Licenses.
It is
understood that the inclusion of the TSMC under any such
arrangements is subject to TSMC's specific prior written
approval.
2. * *
*
3. * *
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4. * *
*
5. * *
*
6. * *
*
* OMITTED MATERIAL
HAS BEEN FILED SEPARATELY WITH THE COMMISSION PURSUANT
TO
AN
APPLICATION FOR CONFIDENTIAL TREATMENT.
Initial TSMC: C.J.
Initial KPENV: S.
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CLAUSE 4
1. In consideration of
the rights and licenses granted under this Agreement,
TSMC will
make such payments to KPENV as set forth in Annex A hereto
on
the dates
set forth therein.
2. Upon inclusion of any
further cross license a
