JOINT DEVELOPMENT PROJECT AGREEMENT for 45nm BULK-INDUSTRY STANDARD SEMICONDUCTOR PROCESS TECHNOLOGY with INTERNATIONAL BUSINESS MACHINES CORP. dated DECEMBER 15, 2006

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memorializes the new Participating Party’s contractual privity with the other Participating Parties.

(d) The Party’s respective ownership, disclosure, and/or license rights as to the Specific Results and Background Know-How are set forth in that Party’s Participation Agreement and this Project Agreement (including the Master Terms).

(e) For the Development Project, the Parties will strive to utilize consumables (including, but not limited to, photoresist) in the Development Project that will be available to the Parties from commercial suppliers. However, if a consumable proposed by IBM is an IBM proprietary consumable, the IBM Project Leader will notify the Participating Parties of such proposed selection, specifying the respects in which the consumable is IBM proprietary. In addition, within thirty (30) days of such proposed selection IBM will inform the Third Party supplier of such IBM proprietary consumable that if such supplier is chosen by IBM, such supplier may provide such proprietary consumable to the Participating Parties irrespective of any IBM imposed restriction or proprietary rights that might otherwise exist. If such supplier refuses to sell the proprietary consumable to Participating Parties or IBM and Participating Parties reasonably believe that such supplier will not sell to Participating Parties, then IBM shall either enable Participating Parties to purchase such consumable from another source or select another consumable prior to the applicable Qualification.

3. Scope of Development Project.

(a) As part of the Development Project, the Parties shall jointly develop semiconductor manufacturing process technology based on an industry standard technology roadmap that meets the requirements set forth as “Strategic Technology Objectives” in Exhibit A in accordance with the schedule set forth on Exhibit B (the “Development Schedule”). The Parties shall create the Documentation identified on Exhibit C for the Development Project. For the avoidance of doubt, the Development Project shall not include the development of the following “Specific Results Exclusions”: i) Proprietary Tools, ii) Packaging Technology, iii) Mask Fabrication and Photoresist Technology, iv) Memory, v) SiGe Technology, vi) SOI Information, and vii) Chip Designs. The Parties are not obligated to exchange any updates to the Specific Results after the Project Term.

(b) The Parties agree that Exhibit A also sets forth the current, as of the Effective Date, technology implementation options for the Development Project. The Parties shall work together to evaluate the various options available, including individual Process Module feasibility, integration, characterization, and qualification. The goal of such evaluation is to agree on an integrated process technology that meets the Strategic Technology Objectives. If the Project Leaders are unable to agree on a particular Process Module to be developed, or should they disagree as to continued development of a Process Module that was previously selected, the Process Module preferred by IBM shall be pursued in the Development Project, provided it is consistent with foundry industry marketplace requirements and the standard baseline Bulk CMOS process for such fabrication process generation. Any Participating Party may escalate the failure to agree through the

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procedures set forth in Section 18.3 of the Master Terms. In the event that a Party proposes a Process Module or replacement Process Module that does not get selected after escalation, then such Party shall have the right, subject to the remaining terms and conditions of the Agreement, to proceed with such development outside the performance of the Development Projects.

4. Information Transfers.

(a) As referenced in Section 7.3 of the Master Terms, the “Confidentiality Period” is from the Effective Date until XXXXXX after the date set forth on Exhibit B (as of the Effective Date) for the applicable Qualification.

(b) As referenced in the Master Terms, the “Background Know How Exclusions” for purposes of the Development Project are: i) Proprietary Tools, ii) Packaging Technology, iii) Mask Fabrication and Photoresist Technology, iv) Memory, v) SiGe Technology, vi) SOI Information, and vii) Chip Designs.

(c) In addition to the disclosure rights of a Participating Party pursuant to Section 7 and license rights in Section 8 of the Master Terms, each Participating Party has the following rights to disclose portions of Specific Results and/or Background Know-How, solely for the purpose of exercising its rights under the Agreement:

		1. To contractors, suppliers, and consultants (and, for clarity, Subsidiaries of such Participating Party acting in any of the foregoing capacities) as may be reasonably necessary for Participating Party to manufacture Integrated Circuits and Semiconductor Products. By way of example and not limitation, examples of the general types of information the Parties agree are “reasonably necessary” for disclosure to such contractors, suppliers, and consultants are as follows:
		XXXXXX
		2. To customers (including companies providing design services to such customers), library/IP creators, Electronic Design Automation (“EDA”) vendors, consultants (such consultants including design service providers, integrated circuit designers, and external subcontractors), (and, for clarity, Subsidiaries of a Participating Party acting in any of the foregoing capacities) (collectively, “Customers/Designers”) as may be reasonably necessary to enable the design and sale of Integrated Circuits or Semiconductor Products to such customers by Participating Party. By way of example and not limitation, examples of the general types of information the Parties agree are “reasonably necessary” for disclosure to some or all Customers/Designers are as follows:
		XXXXXX

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		This Section 4(c)2 also includes the right to sublicense (as set forth in Section 8.5 of the Master Terms) to EDA vendors and circuit design or library providers where such sublicense is for the benefit of the Participating Party’s foundry business in connection with the manufacture and sale of wafers containing Integrated Circuits, acknowledging that such Third Parties may license for their own benefit the resultant EDA software and/or cores or IP blocks to Customers/Designers.
		This Section 4(c)2 also includes the right to disclose to a Participating Party’s customers as may be reasonably necessary, solely for the purpose of enabling the Participating Party to develop Derivative Technology for the manufacture of Integrated Circuits or Semiconductor Products solely for such customer and to manufacture Integrated Circuits or Semiconductor Products for such customer. The resultant Derivative Technology may be used by the Participating Party to manufacture Integrated Circuits or Semiconductor Products for future customers, but such future customers will not get any access to any of the Specific Results and/or Background Know-How, except as otherwise set forth in this Section 4.

Disclosures pursuant to this Section 4(c) will not be made without a written agreement between the Participating Party and the recipient Third Party. Such written agreements shall be subject to the following:

	(a)		such agreements must obligate the recipient to utilize the disclosed information solely for the benefit of the discloser and for no other purpose, and solely in furtherance of the purposes set forth in this Section 4; and
	(b)		such disclosures shall be subject to confidentiality terms and conditions that are the same or substantially similar to those set forth in this Agreement, and at a minimum must have a confidentiality term that is no shorter than XXXXXX.

5. Intentionally Omitted.

6. Project Term and Termination.

(a) This Project Agreement is in effect from the Effective Date and, unless terminated as set forth in the Agreement (including Section 12 of the Master Terms), remains in force until XXXXXX (the “Project Term”); provided, however, the Management Committee may extend the Project Term until XXXXXX in accordance with Section 18.15 of the Master Terms without the need for the Parties to execute a written amendment to this Project Agreement. For clarity, a Participating Party may, as specified in its Participation Agreement, participate in the Development Project for all or a portion of the Project Term.

(b) The Project Term may only be extended beyond XXXXXX (i) as to all Parties, by the mutual agreement of all Parties, or (ii) as to certain Parties, by mutual agreement of

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