EXHIBIT 4.8 TECHNOLOGY COOPERATION AGREEMENT

 

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                                                                     EXHIBIT 4.8

 

                                                         TSMC/KPENV CONFIDENTIAL

 

                                          EXHIBIT 1

                                          TO

                                          KPENV/TSMC TCA AMENDMENT CONTRACT

                                          DATED JUNE ..., 2004

 

                        TECHNOLOGY COOPERATION AGREEMENT

             -------------------------------------------------------

             (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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      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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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.    *       *        *

 

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,