Annual Reports  >  2013  >  Operational Highlights > Material Contracts
Material Contracts
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Shareholders Agreement

Term of Agreement:

Effective as of 03/30/1999 and may be terminated as provided in the agreement

Contracting Parties:

Koninklijke Philips Electronics N.V. (Philips) and EDB Investments Pte Ltd. (EDBI)
(In September 2006, Philips assigned its rights and obligations under this agreement to Philips Semiconductors International B.V. which has now been renamed NXP B.V. In November 2006, NXP B.V. and TSMC purchased all SSMC shares owned by EDBI; EDBI is no longer a contracting party to this agreement.)

Summary:

TSMC, Philips and EDBI had formed a Singapore joint venture “Systems on Silicon Manufacturing Company Pte Ltd.“ (SSMC) for providing semiconductor foundry services. Philips Semiconductor (now NXP B.V.) and TSMC are committed to purchasing a certain percentage of SSMC’s capacity.

Technology Cooperation Agreement

Term of Agreement:

03/30/1999 - 03/29/2004, automatically renewable for successive five-year terms until and unless either party gives written notice to terminate one year before the end of then existing term

Contracting Party:

Systems on Silicon Manufacturing Company Pte Ltd. (SSMC)

Summary:

TSMC agreed to transfer certain process technologies to SSMC, and SSMC agreed to pay TSMC a certain percentage of the net selling price of SSMC products.

Patent License Agreement

Term of Agreement:

12/20/2007 - 12/31/2017

Contracting Party:

A multinational company

Summary:

The parties entered into a cross licensing arrangement for certain semiconductor patents. TSMC pays license fees to the contracting company.

Manufacturing, License, and Technology Transfer Agreement

Term of Agreement:

04/01/2004 - 03/31/2006, automatically renewable for successive one-year terms until and unless both parties decide otherwise by mutual consent in writing

Contracting Party:

Vanguard International Semiconductor Corporation (VIS)

Summary:

VIS reserves certain capacity to manufacture TSMC products on mutually agreed terms. TSMC may also transfer certain technologies to VIS, for which it will in return receive royalties from VIS.

Investment Agreement and Shareholder Agreement

Term of Investment Agreement:

Effective as of 08/05/2012

Term of Shareholder Agreement:

Effective as of 10/31/2012 and may be terminated as provided in the agreement

Contracting Party:

ASML Holding N.V. (ASML)

Summary:

TSMC joined the Customer Co-Investment Program of ASML Holding N.V. (ASML) and entered into the investment agreement and shareholder agreement. The agreements include an investment of EUR837,815,664 by TSMC Global to acquire a non-voting 5% in ASML’s equity with a lock-up period of 2.5 years.

Research and Development Funding Agreement

Term of Agreement:

10/31/2012 - 12/31/2017

Contracting Party:

ASML Holding N.V. (ASML)

Summary:

TSMC shall provide EUR276 million to ASML’s research and development programs from 2013 to 2017.

Note: TSMC is not currently party to any other material contract, other than contracts entered into in the ordinary course of its business. The Company’s “Significant Contingent Liabilities and Unrecognized Commitments“ are disclosed in Annual Report (II), Financial Information.