8. Important Contracts


Technology Cooperation Agreement

(1) Term of Agreement: 7/9/1997~7/9/2007
(2) Summary: Under this agreement, TSMC is obliged to pay a technical assistance fee to Philips Electronics N.V. of a certain percentage of net sales for certain products.
(3) Contracting Party: Philips Electronics N.V.

Submicron Technology Licensing Agreement

(1) Term of Agreement: 11/20/1990~12/31/2000
(2) Summary: Under this agreement, TSMC is obliged to pay a licensing fee of NT$129.4 million to the Industrial Technology Research Institute over a five-year period, plus a royalty fee of a certain percentage of net sales for certain products. As of December 31, 1995, TSMC had paid the entire licensing fee.
(3) Contracting Party: The Industrial Technology Research Institute

Building and Equipment Leasing Agreement (FAB I)

(1) Term of Agreement: 4/1/1997~3/31/2002
(2) Summary: Under this agreement, TSMC leases certain buildings and equipment from the Ministry of Economic Affairs.
(3) Contracting Party: Ministry of Economic Affairs

Land and Public Facility Leasing Agreement (FAB I)

(1) Term of Agreement: 4/1/1997~3/31/2002
(2) Summary: Under this agreement, TSMC leases certain land and public facilities from the Industrial Technology Research Institute.
(3) Contracting Party: The Industrial Technology Research Institute

Syndicated Term Loan Agreement

(1) Term of Agreement: 12/29/1994~12/15/2001
(2) Summary: Under this contract with a consortium of 25 banks, TSMC may borrow up to US$260 million to procure equipment and machinery for Fab III.
(3) Contracting Parties: 25 banks, including ABN AMRO Bank, N.V., Taipei Branch, and China Trust Commercial Bank.

Option Agreements

(1) Term of Agreement: 1995~2001
(2) Summary: Under these agreements, TSMC guarantees a pre-determined capacity for a set number of years to customers in the United States, Europe, and Asia. As of the end of 1997, more than ten companies had signed option agreements with TSMC.
(3) Contracting Parties: More than 10 companies in the U.S.A., Europe, and Asia.

Manufacturing Agreement

(1) Term of Agreement: three years, upon commencement of production at WaferTech, LLC
(2) Summary: Under this agreement, TSMC is obliged for three years, upon commencement of production at WaferTech, LLC to purchase a minimum of eighty-five percent of calculated installed production capacity of WaferTech, LLC. TSMC has the option to purchase up to one hundred percent of the calculated installed capacity. In the event that TSMC is unable or unwilling to purchase the minimum purchase allocation, TSMC will be obliged to pay compensation to WaferTech, LLC.
(3) Contracting Party: WaferTech, LLC

Purchase Agreement

(1) Term of Agreement: three years upon commencement of production at WaferTech, LLC.
(2) Summary: Under this agreement, TSMC is obliged to supply, and the three customers are obliged to purchase, a certain portion of wafers produced by WaferTech, LLC. In the event that TSMC, or any of the customers, is unable or unwilling to supply or purchase the minimum purchase allocation, the defaulting party will be obliged to pay compensation to the opposite party.
(3) Contracting Parties: three customers