6-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

Report of Foreign Private Issuer Pursuant
to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934

For the quarter ended March 31, 2008

Commission File Number 000-27811

CHARTERED SEMICONDUCTOR
MANUFACTURING LTD

(Exact name of registrant as specified in its charter)

Not Applicable
(Translation of registrant’s name into English)

Republic of Singapore
(Jurisdiction of incorporation or organization)
60 Woodlands Industrial Park D
Street 2, Singapore 738406
(65) 6362-2838
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F þ          Form 40-F o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes o          No þ

If “Yes” is marked, indicate below the file number assigned to registrant in connection with Rule 12g3-2(b). Not applicable.

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	Page
PART I — FINANCIAL INFORMATION
Item 1. Financial Statements		3
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		14
Item 3. Quantitative and Qualitative Disclosures About Market Risk		20
Item 4. Controls and Procedures		21
PART II — OTHER INFORMATION
Item 1. Legal Proceedings		22
Item 2. Unregistered Sales of Equity and Use of Proceeds		22
Item 3. Defaults Upon Senior Securities		22
Item 4. Submission of Matters to a Vote of Security Holders		22
Item 5. Other Information		22
Item 6. Exhibits		22
SIGNATURES		23
EX-99.1 Third Amended and Restated Participation Agreement dated March 26, 2008 by and between the Company and International Business Machines Corporation.
EX-99.2 Joint Development Project Agreement dated May 14, 2007 for 22nm Bulk-Industry Standard Semiconductor Process Technology by and between Company and International Business Machines Corporation.

1

The Company is incorporating by reference the information and exhibits set forth in this Form 6-K into its registration statements on Form F-3 (Registration No. 333-56878); Form S-8 (Registration No. 333-89849); Form S-8 (Registration No. 333-63814); Form S-8 (Registration No. 333-63816); Form S-8 (Registration No. 333-116844) and Form S-8 (Registration No. 333-145081).

CURRENCY OF PRESENTATION AND CERTAIN DEFINED TERMS

Unless the context otherwise requires, references herein to “we”, “us”, “our”, the “Company” or “Chartered” are to Chartered Semiconductor Manufacturing Ltd, a company organized under the laws of the Republic of Singapore, and its consolidated subsidiaries.

In this Quarterly Report on Form 6-K (“Quarterly Report”), all references to “$”, “US$”, “dollars” and “U.S. dollars” are to the legal currency of the United States, and all references to “S$” and “Singapore dollars” are to the legal currency of Singapore. References to a particular “fiscal” year are to our fiscal year ended December 31 of that year.

FORWARD-LOOKING STATEMENTS MAY PROVE INACCURATE

This Quarterly Report contains forward-looking statements, as defined in the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements include, without limitation, statements relating to our Fab 7, our belief that our sources of liquidity and cash flows will be sufficient to meet our 2008 liquidity needs and our expected capital expenditures for the period up to December 31, 2008 reflect our current views with respect to future events and financial performance, and are subject to certain risks and uncertainties, which could cause actual results to differ materially from historical results or those anticipated. Among the factors that could cause actual results to differ materially are: changes in the demands from our major customers, manufacturing capacity constraints, excess inventory, life cycle, market outlook and trends for specific products; subprime mortgage issue and the slow down in the economic conditions in the United States as well as globally; demand and supply outlook in the semiconductor market; competition from other foundries and pricing pressure; product mix; unforeseen delays, interruptions and performance level of our fabrication facilities; our progress on leading-edge products; changes in capacity plans, allocation and process technology mix; the successful integration of Chartered Semiconductor Manufacturing (Tampines) Pte. Ltd. (formerly known as Hitachi Semiconductor Singapore Pte. Ltd.) into our operations; unavailability of materials, equipment, manpower and expertise; access to or delays in technological advances or our development of process technologies; the successful implementation of our partnership, technology and supply alliances (including our joint development agreements with IBM and other joint development partners); the growth rate of fabless companies, the outsourcing strategy of integrated device manufacturers (“IDM”) and our expectation that IDMs will utilize foundry capacity more extensively. Although we believe the expectations reflected in such forward-looking statements are based upon reasonable assumptions, we can give no assurance that our expectations will be attained. In addition to the foregoing factors, a description of certain other risks and uncertainties which could cause actual results to differ materially can be found in “Item 3. Key Information — D. “Risk Factors” in our 2007 annual report on Form 20-F filed with the U.S. Securities and Exchange Commission. You are cautioned not to place undue reliance on these forward-looking statements which reflect management’s current analysis of future events. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

2

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements

CHARTERED SEMICONDUCTOR MANUFACTURING LTD AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)

	As of
	December 31,			March 31,
	2007			2008
				Unaudited
ASSETS
Cash and cash equivalents	$	743,173		$	505,092
Restricted cash		45,092			45,510
Marketable securities		2,822			1,743
Receivables, less allowances of $3,280 in 2007 and $3,862 in 2008		237,312			303,175
Inventories		213,524			230,014
Other investments		89,290			58,153
Other current assets		22,520			23,976
Total current assets		1,353,733			1,167,663
Investment in associated companies		30,112			30,965
Technology licenses, net		62,699			65,437
Property, plant and equipment, net		2,463,789			2,692,450
Other non-current assets		115,228			61,154
Total assets	$	4,025,561		$	4,017,669
LIABILITIES, CONVERTIBLE REDEEMABLE PREFERENCE SHARES AND SHAREHOLDERS’ EQUITY
Payables	$	218,077		$	267,583
Short-term debt		270,000			—
Current installments of long-term debt and capital lease obligations		78,663			148,962
Other current liabilities		109,171			99,008
Total current liabilities		675,911			515,553
Long-term debt and capital lease obligations, excluding current installments		1,499,917			1,635,087
Other non-current liabilities		52,747			66,803
Total liabilities		2,228,575			2,217,443
Convertible redeemable preference shares		255,837			258,312
Ordinary share capital		2,710,006			2,709,175
Accumulated deficit		(1,115,587	)		(1,113,196	)
Accumulated other comprehensive loss		(53,270	)		(54,065	)
Total shareholders’ equity	$	1,541,149		$	1,541,914
Total liabilities, convertible redeemable preference shares and shareholders’ equity	$	4,025,561		$	4,017,669

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

3

CHARTERED SEMICONDUCTOR MANUFACTURING LTD AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except share units and per share data)

	Three Months Ended
	March 31,
	2007			2008
	(Refer to Note 2)
Net revenue	$	323,796		$	388,230
Cost of revenue		252,018			323,628
Gross profit		71,778			64,602
Other revenue		5,622			5,610
Operating expenses:
Research and development		37,570			45,445
Sales and marketing		14,245			17,592
General and administrative		9,916			10,794
Other operating expenses, net		4,782			2,484
Total operating expenses, net		66,513			76,315
Equity in income of associated companies, net		6,097			9,793
Other income (loss), net		(1,051	)		10,510
Interest income		7,862			5,057
Interest expense and amortization of debt discount		(15,932	)		(15,634	)
Income before income tax		7,863			3,623
Income tax expense		1,537			1,232
Net income	$	6,326		$	2,391
Less: Accretion to redemption value of convertible redeemable preference shares		2,381			2,475
Net income (loss) available to ordinary shareholders	$	3,945		$	(84	)
Net earnings (loss) per ordinary share and ADS
Basic net earnings (loss) per ordinary share	$	0.00		$	(0.00	)
Diluted net earnings (loss) per ordinary share	$	0.00		$	(0.00	)
Basic net earnings (loss) per ADS	$	0.02		$	(0.00	)
Diluted net earnings (loss) per ADS	$	0.02		$	(0.00	)
Number of ordinary shares (in millions) used in computing:
Basic net earnings (loss) per ordinary share		2,536.8			2,540.0
Effect of dilutive securities		7.0			—
Diluted net earnings (loss) per ordinary share		2,543.8			2,540.0
Number of ADS (in millions) used in computing:
Basic net earnings (loss) per ADS		253.7			254.0
Effect of dilutive securities		0.7			—
Diluted net earnings (loss) per ADS		254.4			254.0

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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CHARTERED SEMICONDUCTOR MANUFACTURING LTD AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME
(In thousands)

	Three Months Ended
	March 31,
	2007			2008
	(Refer to Note 2)
Net income	$	6,326		$	2,391
Net unrealized gains on change in cash flow hedging fair values		1,502			112
Reclassification of cash flow hedging (gains) losses into earnings		(1,745	)		141
Unrealized gains (losses) on available-for-sale securities		186			(1,080	)
Foreign currency translation		46			32
Other comprehensive loss		(11	)		(795	)
Comprehensive income	$	6,315		$	1,596

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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CHARTERED SEMICONDUCTOR MANUFACTURING LTD AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)

	Three Months Ended
	March 31,			March 31,
	2007			2008
	(Refer to Note 2)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	6,326		$	2,391
Adjustments to reconcile net income to net cash provided by operating activities:
Equity in income of associated companies, net		(6,097	)		(9,793	)
Cash dividends received from associated companies		8,376			8,972
Depreciation and amortization		119,495			133,247
Foreign exchange gain, net		(578	)		(165	)
(Gain) loss on disposal of property, plant and equipment, net		(642	)		46
Others, net		2,646			4,385
Changes in assets and liabilities, net of effects from purchase of a subsidiary:
Receivables		26,330			11,138
Inventories		(13,410	)		823
Other assets		(3,623	)		(1,312	)
Payables and other liabilities		(13,328	)		(7,734	)
Net cash provided by operating activities	$	125,495		$	141,998
CASH FLOWS FROM INVESTING ACTIVITIES
Payments for property, plant and equipment		(287,023	)		(95,498	)
Payments for technology licenses		(3,015	)		(3,986	)
Purchase of a subsidiary, net of cash acquired of $6,523		—			(234,602	)
Refund of deposits placed with a vendor		—			400
Proceeds from sale of property, plant, equipment		4,551			2,715
Proceeds from redemption of other investments		—			30,048
Return of capital from SMP		4,900			—
Others, net		(1,196	)		17
Net cash used in investing activities	$	(281,783	)	$	(300,906	)
CASH FLOWS FROM FINANCING ACTIVITIES
Debt
Borrowings		—			230,151
Repayments		(36,750	)		(307,013	)
Capital lease payments		(980	)		(1,117	)
Refund of customer deposits		(10,550	)		(5,609	)
Issuance of ordinary shares		1,422			584
(Increase) decrease in cash restricted for debt repayment		1,663			(418	)
Others, net		(900	)		—
Net cash used in financing activities	$	(46,095	)	$	(83,422	)
Effect of exchange rate changes on cash and cash equivalents		1,847			4,249
Net decrease in cash and cash equivalents		(200,536	)		(238,081	)
Cash and cash equivalents at the beginning of the period		718,982			743,173
Cash and cash equivalents at the end of the period	$	518,446		$	505,092

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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CHARTERED SEMICONDUCTOR MANUFACTURING LTD AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share units and per share data)

1.	Basis of Presentation
	The interim condensed consolidated financial statements have been prepared in accordance with United States of America (“U.S.”) generally accepted accounting principles (“US GAAP”). The condensed consolidated balance sheet as at December 31, 2007 included herein is derived from the audited consolidated financial statements in the Company’s annual report on Form 20-F for the year ended December 31, 2007. The condensed consolidated balance sheet as at March 31, 2008 and the condensed consolidated statements of operations, cash flows and comprehensive income for the three months ended March 31, 2007 and March 31, 2008 have not been audited.
	The interim unaudited condensed consolidated financial statements reflect the accounts of Chartered Semiconductor Manufacturing Ltd and its majority-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. Where losses applicable to the minority interest in a subsidiary exceed the minority interest in the equity capital of the subsidiary, such excess and any further losses applicable to the minority interest have been charged to the consolidated statements of operations, unless the minority interest has a binding obligation, and is able, to make good the losses. When the subsidiary subsequently reports profits, the profits applicable to the minority interest are taken to the consolidated statements of operations until the minority interest’s share of losses previously taken to the consolidated statements of operations is fully recovered.
	Due to cumulative losses, the obligation of the minority shareholders of Chartered Silicon Partners Pte Ltd (“CSP”) was reduced to zero in the first quarter of 2003. Therefore none of CSP’s losses from that point forward have been allocated to the minority interest in the consolidated statements of operations. CSP subsequently reported profits in the fourth quarter of 2007 and the first quarter of 2008 and the profits applicable to the minority shareholders of CSP are taken to the consolidated statements of operations until the minority shareholders’ share of losses previously recorded in the consolidated statements of operations is fully recovered. The effect of this on the results of operations is as follows:

	Three months ended
	March 31,
	2007			2008
Net profits (losses) not allocated to the minority shareholders of CSP according to their proportionate ownership	$	(4,253	)	$	4,193

The cumulative net losses not allocated to the minority shareholders of CSP according to their proportionate ownership as of December 31, 2007 and March 31, 2008 are $212,670 and $208,477, respectively.

2.	Prior Period Adjustments
	The Company has recorded an increase (decrease) in the cost of revenue, research and development expenses, equity in income of associated companies and income tax expense balances of $(199), $(287), $819 and $318, respectively, in the unaudited condensed consolidated statement of operations for the first quarter of 2007 included in this report as compared with the corresponding amounts previously reported in the unaudited consolidated statement of operations for the first quarter of 2007 included in the Company’s Form 6-K for the first quarter of 2007. This is to reflect the net impact of the correction of certain misstatements which the Company has determined to be immaterial to the consolidated statements of operations for the first quarter of 2007.
	The errors which were corrected relate to:

• Certain production costs not capitalized as inventory;

• Certain depreciable costs that were not capitalized as property, plant and equipment;

• Certain qualifying costs that were not included in the computation of grants recorded as a reduction to our research and development expenses;

• Overstatement of payables relating to insurance expenses;

• An uncertain tax provision which should have been reversed in a prior year after receipt of evidence supporting the position; and

• Income tax effects related to the above adjustments

3.	Acquisition of Hitachi Semiconductor Singapore Pte Ltd
	On March 31, 2008, the Company completed the acquisition of 100 percent of the shares in Hitachi Semiconductor Singapore Pte Ltd from Hitachi, Ltd. and Hitachi Asia Ltd., for a total consideration of $241,125 which consisted of cash and related direct costs of the acquisition. The final purchase consideration is subject to a closing working capital price adjustment review provided for under the terms of the purchase agreement executed on February 15, 2008. Upon the completion of the acquisition, Hitachi Semiconductor Singapore Pte Ltd was renamed Chartered Semiconductor Manufacturing (Tampines) Pte. Ltd. (“CST”). CST owns and operates an eight-inch wafer fabrication facility located in Singapore. This additional facility will augment the capacity of the four eight-inch fabs the Company currently operates. This transaction also includes a manufacturing agreement with Renesas Technology Corp, an existing customer of CST, to provide future wafer fabrication services.
	The acquisition of CST has been accounted for using the purchase method. Assets acquired and liabilities assumed have been recorded in the consolidated balance sheet at their estimated fair values as of March 31, 2008. The fair value of the underlying net assets exceeded the purchase price, giving rise to negative goodwill of $5,077. In accordance with Statement of Financial Accounting Standards (“SFAS”) No. 141, “Business Combinations”, any excess of the fair value of identifiable net assets acquired over the purchase price shall be allocated as a pro-rata reduction of the amounts that otherwise would have been assigned to all of the acquired assets except financial assets other than investments accounted for by the equity method, assets to be disposed of by sale, deferred tax assets, prepaid assets relating to pension or other postretirement benefit plans and any other

7

current assets. Thus the negative goodwill generated was allocated on a pro-rata basis to reduce the purchase price allocated to certain long-lived assets.

The Company is in the process of confirming, through internal studies and third-party valuations, the fair values of these assets and liabilities. The fair values set forth below are based on preliminary valuations and are subject to adjustment as additional information is obtained. When the allocation process is completed, adjustments to recorded values may result. The following table summarizes the preliminary estimate of fair value assigned to the assets acquired and liabilities assumed and related deferred income taxes as of the date of acquisition:

	Fair values
Current assets	$	41,459
Property, plant and equipment		243,065
Identifiable intangible assets other than goodwill		6,555
Other assets		28
Total assets acquired		291,107
Current liabilities	$	30,424
Deferred income taxes		11,972
Other liabilities		7,586
Total liabilities assumed		49,982
Net assets acquired	$	241,125
Cash acquired		6,523
Purchase price, net of cash acquired	$	234,602

Supplemental unaudited pro forma financial information is presented below as if the acquisition of CST occurred as of the beginning of each period presented. The pro forma information presented below does not purport to present what the actual results would have been had the acquisition in fact occurred at the beginning of the respective period presented, nor does the information project results for any future period.

	Three months ended
	March 31,		March 31,
	2007		2008
	(In thousands, except per share data)
Pro forma net revenue		$372,034		$432,574
Pro forma net income		8,038		4,545
Pro forma net income available to ordinary shareholders		5,657		2,070
Pro forma basic net earnings per ordinary share		0.00		0.00
Pro forma diluted net earnings per ordinary share		0.00		0.00
Pro forma basic net earnings per ADS		0.02		0.01
Pro forma diluted net earnings per ADS		0.02		0.01

Combined results for the Company and CST were adjusted primarily for the following in order to present the unaudited pro forma results in the table above:

• Adjustment to revenue to reflect the lower selling prices under the manufacturing agreement with Renesas Technology Corp entered into in connection with the acquisition;

• Adjustment to reflect the change in functional currency as a result of the acquisition;

• Reversal of interest expense relating to a loan from a company related to Hitachi, Ltd. that was recapitalised as CST shares in connection with the acquisition;

• Amortization charges relating to intangible assets acquired as a result of the acquisition;

• Increase in depreciation charges based on the fair values of property, plant and equipment as a result of the acquisition;

• Adjustments made to reflect the historical financial statements of CST in accordance with US GAAP. Prior to the acquisition by the Company, the financial statements of CST were prepared in accordance with Singapore Financial Reporting Standards; and

• Income tax effects related to the above pro forma adjustments.

The results of CST’s operations will be included in the Company’s consolidated statement of operations from April 1, 2008 onwards.

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4.	Use of Estimates
	The preparation of the interim unaudited condensed consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported revenues and expenses during the respective reporting period. Estimates are based on historical experience, current conditions and various other assumptions that are believed to be reasonable under the circumstances. Significant items subject to judgment and estimates include the amount of income tax expense, the estimated useful lives and salvage values of long-lived assets, the recoverability of the carrying value of long-lived assets and other investments, the realization of deferred income tax assets, the valuation of accounts receivable and inventories, the determination of normal capacity of the Company’s production facilities, the recognition of revenue, the recognition and measurement of sales credits and returns allowance, the likelihood of achieving the milestones attached to Government grants, management’s projections of achievement of performance conditions of performance share units over the performance period, the fair value of share-based employee compensation awards and financial instruments, and the valuation of net assets acquired from purchase business combinations. Actual results could differ from these estimates.
5.	Net Earnings (Loss) Per Ordinary Share
	Basic net earnings (loss) per ordinary share is computed by deducting from net income or adding to net (loss) the accretion to redemption value of the convertible redeemable preference shares and dividing the resulting amount of net income (loss) available to ordinary shareholders by the weighted-average number of ordinary shares outstanding. Diluted net earnings per ordinary share is computed using the weighted-average number of ordinary shares outstanding plus potentially dilutive securities, which includes the dilutive effect of share options using the treasury stock method, the dilutive effect of restricted share units, the impact of contingently issuable share-based awards with performance conditions and the dilutive effect of ordinary shares issuable upon the assumed conversion of the Company’s convertible securities. The accretion charges on convertible securities are added back to net income available to ordinary shareholders when the related ordinary share equivalents are included in computing diluted net earnings per ordinary share.
	The Company excluded certain potentially dilutive securities for each period presented from its diluted net earnings per ordinary share computation because:

i.	The exercise price or conversion price of the securities exceeded the average fair value of the Company’s share price; or
ii.	The total assumed proceeds under the treasury stock method resulted in negative incremental shares; or
iii.	The accretion to redemption value of convertible securities per ordinary share obtainable on conversion was higher than the basic net earnings per ordinary share, as adjusted for the effect of any potentially dilutive securities which were more dilutive than the convertible securities; or
iv.	The conditions for the vesting of the performance share units were not expected to be met.

A summary of the excluded potentially dilutive securities is as follows:

	Three months ended
	March 31,
	2007		2008
Convertible redeemable preference shares		325,144		325,144
Call options with Goldman Sachs International		214,792		214,792
Employee stock options		90,032		108,933
Performance share units		—		2,168
Restricted share units		—		3,874

	The conversion price of the convertible redeemable preference shares is $0.8719 per share. The call options with Goldman Sachs International (“GS”) have a per share exercise price of $1.408 as of March 31, 2007 and 2008. The weighted-average exercise prices of employee stock options outstanding were $1.90 and $1.81 as of March 31, 2007 and 2008, respectively.
6.	Inventories
	Inventories consist of the following:

	As of
	December 31,		March 31,
	2007		2008
Raw materials	$	14,149	$	14,534
Work-in-progress		194,255		209,576
Consumable supplies and spares		5,120		5,904
	$	213,524	$	230,014

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7.	Other Investments
	The Company has an investment in a private enhanced cash fund (“Fund”), which is managed by an external financial institution and consists primarily of high quality corporate debt, mortgage-backed securities and asset-backed securities. Due to the nature of the securities that the Fund invests in, the Fund’s underlying securities have been exposed to adverse market conditions that have affected the value of the collateral and the liquidity of the Fund. As a result, in December 2007, the investment manager of the Fund halted demand redemptions and announced its intention to liquidate the Fund. The investment in the Fund which was classified as a cash equivalent since the time of placement in 2003, was reclassified to Other Investments as of December 31, 2007. For the three months ended March 31, 2008, the Company received cash proceeds of $30,048 in further distributions from the Fund. As at March 31, 2008, the fair value of the Company’s pro-rata share of investment in the Fund was $58,153 and the Company recognized a realized loss of $52 and an other-than-temporary impairment loss of $1,037 for the three months ended March 31, 2008.
8.	Income Taxes
	As of March 31, 2008, the liability for unrecognized tax benefits was $6,078. The Company does not anticipate any significant changes to the total amounts of unrecognized tax benefits within 12 months.
	The Company is subject to taxation in Singapore and other foreign tax jurisdictions. A summary of the tax years that remain subject to examination in the Company’s major tax jurisdictions are:

	Fiscal years that remain subject to examination as of
Major tax jurisdiction	March 31, 2008
Singapore	2002 and forward
United States of America	2005 and forward

9.	Long-term Debt and Obligations under Capital Leases
	Long-term debt consists of:

	As of
	December 31,			March 31,
	2007			2008
Floating rate loans:
EXIM Guaranteed Loan		543,501			511,073
Société Générale Term Loan		—			119,234
JBIC/SMBC Term Loan (Tranche B)		—			56,568
5.645% JBIC/SMBC Term Loan (Tranche A)		—			56,568
5.75% senior notes due 2010		372,700			372,906
6.00% amortizing bonds due 2010		29,659			25,074
6.25% senior notes due 2013		297,752			297,843
6.375% senior notes due 2015		247,092			247,166
Others		9,633			9,167
		1,500,337			1,695,599
Less: Current installments of long-term debt		(74,163	)		(143,182	)
Long-term debt, excluding current installments	$	1,426,174		$	1,552,417

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Obligations under capital leases:

	As of
	December 31,			March 31,
	2007			2008
Minimum future lease payments	$	123,409		$	135,976
Amount representing interest at rates of 5.9% to 7.8%		(45,166	)		(47,526	)
Present value of minimum future lease payments		78,243			88,450
Less: Current installments		(4,500	)		(5,780	)
Obligations under capital leases, excluding current installments	$	73,743		$	82,670
Current installments of:
Long-term debt	$	74,163		$	143,182
Obligations under capital leases		4,500			5,780
	$	78,663		$	148,962
Non-current portion, excluding current installments:
Long-term debt	$	1,426,174		$	1,552,417
Obligations under capital leases		73,743			82,670
	$	1,499,917		$	1,635,087

	Weighted Average
	Interest Rates
	As of
	December 31,			March 31,
	2007			2008
Debt obligations at floating rates		5.44	%		3.82	%
Debt obligations at fixed rates		6.08	%		6.05	%
Obligations under capital leases		7.09	%		7.10	%

In March 2008, the Company drew down $119,234 and $113,136 from the Société Générale Term Loan and the Japan Bank of International Cooperation and Sumitomo Mitsui banking Corporation, or JBIC/SMBC Term Loan, respectively. See “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Current and Expected Liquidity” for more details.

10. Fair Value of Financial Instruments

In September 2006, the Financial Accounting Standards Board, or FASB, issued SFAS No. 157, “Fair Value Measurements” (“SFAS No. 157”), which provides guidance for measuring the fair value of assets and liabilities, and requires expanded disclosures about fair value measurements. SFAS No. 157 indicates that fair value should be determined based on the assumptions that marketplace participants would use in pricing the asset or liability, and provides additional guidelines to consider in determining the market-based measurement.

In February 2008, the FASB issued FASB Staff Position, or FSP, SFAS No. 157-1, “Application of FASB SFAS No. 157 to SFAS No. 13 and Its Related Interpretive Accounting Pronouncements That Address Leasing Transactions,” and FSP SFAS No. 157-2, “Effective Date of SFAS No. 157.” FSP SFAS No. 157-1 excludes from the scope of SFAS No. 157 certain leasing transactions accounted for under SFAS No. 13, “Accounting for Leases”. FSP SFAS No. 157-2 delays the effective date of SFAS No. 157 from 2008 to 2009 for all nonfinancial assets and nonfinancial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually).

In the first quarter of 2008, the Company adopted SFAS No. 157, except for nonfinancial assets and nonfinancial liabilities as described in FSP SFAS No. 157-2.

SFAS No. 157 clarifies that the definition of fair value retains the exchange price notion and focuses on the price that would be received to sell the asset or paid to transfer the liability (an exit price), not the price that would be paid to acquire the asset or received to assume the liability (an entry price). SFAS No. 157 also emphasizes that fair value is a market-based measurement, not an entity-specific measurement, therefore a fair value measurement should be determined based on the assumptions that market participants would use in pricing the asset or liability including assumptions about risk, the effect of sale or use restrictions on an asset and non-performance risk including an entity’s own credit risk relative to a liability. SFAS No. 157 establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from sources independent of the reporting entity (observable inputs) and (2) the reporting entity’s own assumptions about market participant assumptions developed based on the best

11

information available in the circumstances (unobservable inputs). SFAS No. 157 emphasizes that valuation techniques should maximize the use of observable inputs and minimize the use of unobservable inputs.

The additional disclosure requirements of SFAS No. 157 focus on the inputs used to measure fair value and for recurring fair value measurements using significant unobservable inputs and the effect of the measurement on earnings (or changes in net assets) for the reporting period. Inputs are categorized by a fair value hierarchy, Level 1 through Level 3, the highest priority being given to Level 1 and the lowest priority to Level 3. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for the asset or liability. Unobservable inputs shall be used to measure fair value to the extent that observable inputs are not available.

The following table presents the Company’s financial assets and liabilities measured at fair value on a recurring basis as of March 31, 2008 and the amounts as they correspond to the respective level within the fair value hierarchy established by SFAS No. 157.

	Fair Value Measurements as at March 31, 2008
			Quoted Prices in
			Active Markets for		Significant Other		Significant
			Identical Assets		Observable Inputs		Unobservable Inputs
	Total		(Level 1)		(Level 2)		(Level 3)
Assets:
Marketable securities	$	1,743	$	1,743	$	—	$	—
Forward foreign exchange contracts		668		—		668		—
Liabilities:
Forward foreign exchange contracts	$	3	$	—	$	3	$	—
Embedded derivatives		89		—		89		—

The following table presents the Company’s financial asset measured at fair value on a nonrecurring basis as of March 31, 2008, using significant unobservable inputs (Level 3).

	Fair Value
	Measurements
Other investments	$	58,153

Other investments, or the Fund, with a carrying amount of $89,290 as at December 31, 2007 was partially redeemed for $30,048 in the first quarter of 2008 and written down to its fair value of $58,153 as at March 31, 2008, resulting in a realized loss of $52 and an other-than-temporary impairment loss of $1,037, which were included in earnings for the quarter ended March 31, 2008.

The fair value of the Fund is assessed by utilizing market prices as provided by independent pricing services or, when such prices were not available, the Company used a valuation approach based on the current investment ratings, valuation parameters and estimates of the underlying debt and securities, and redemptions of the Fund and the subsequent distribution of cash. Based on this assessment, the Company determined that the fair value of the Fund and its underlying debt and securities approximated the fair values provided by the investment manager of the Fund.

11. Recent Accounting Pronouncements Not Yet Adopted

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities.” SFAS No. 161 amends FASB Statement No. 133, “Accounting for Derivative Instruments and Hedging Activities” and is intended to enhance the current disclosure framework in Statement 133 by requiring that objectives for using derivative instruments be disclosed in terms of underlying risk and accounting designation to better convey the purpose of the derivative use in terms of the risks that the entity is intending to manage. This Statement is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. The Company is currently assessing the impact of adopting SFAS No. 161.

In April 2008, the FASB issued FSP FAS No. 142-3, “Determination of the Useful Life of Intangible Assets.” FSP FAS No. 142-3 amends the factors that should be considered in developing renewal or extension assumptions used to determine

12

the useful life of a recognized intangible asset under FASB Statement No. 142, “Goodwill and Other Intangible Assets.” The intent of this FSP is to improve the consistency between the useful life of a recognized intangible asset under Statement 142 and the period of expected cash flows used to measure the fair value of the asset under FASB Statement No. 141(revised 2007), “Business Combinations.” This FSP is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. The Company is currently assessing the impact of adopting FSP FAS No. 142-3.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

RESULTS OF OPERATIONS

The following table sets forth our consolidated statements of operations data as a percentage of net revenue for the periods indicated:

	Three Months Ended March 31,
	2007			2008
Consolidated Statements of Operations data:
Net revenue		100.0	%		100.0	%
Cost of revenue		77.8			83.4
Gross profit		22.2			16.6
Other revenue		1.7			1.4
Operating expenses:
Research and development		11.6			11.7
Sales and marketing		4.4			4.5
General and administrative		3.1			2.8
Other operating expenses, net		1.5			0.6
Total operating expenses, net		20.6			19.6
Equity in income of associated companies, net		1.9			2.5
Other income (loss), net		(0.3	)		2.7
Interest income		2.4			1.3
Interest expense and amortization of debt discount		(4.9	)		(4.0	)
Income before income tax		2.4			0.9
Income tax expense		0.5			0.3
Net income		1.9	%		0.6	%
Less: Accretion to redemption value of convertible redeemable preference shares		0.7			0.6
Net income (loss) available to ordinary shareholders		1.2	%		(0.0	)%

     The following table sets forth a breakdown of net revenue by market sector for the periods indicated:

	Three Months Ended March 31,
	2007			2008
Communications		34	%		48	%
Computer		43			16
Consumer		20			33
Other		3			3
Total		100	%		100	%

     The following table sets forth a breakdown of net revenue by geographical region for the periods indicated:

	Three Months Ended March 31,
	2007			2008
Americas		80	%		68	%
Europe		7			9
Asia-Pacific		12			23
Japan		1			—
Total		100	%		100	%

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     The following table sets forth a breakdown of net revenue by technology (um) for the periods indicated:

	Three Months Ended March 31
	2007			2008
0.065 and below		—	%		11	%
Up to 0.09		29			7
Up to 0.13		32			37
Up to 0.18		7			10
Up to 0.25		9			15
Up to 0.35		13			12
Above 0.35		10			8
Total		100	%		100	%

THREE MONTHS ENDED MARCH 31, 2007 AND MARCH 31, 2008

Net revenue

     We derive revenue primarily from fabricating semiconductor wafers and, to a lesser extent, from providing associated subcontracted assembly and test services as well as pre-fabrication services such as masks generation and engineering services. We enter into arrangements with our customers which typically include some or all of the above deliverables. As a dedicated foundry, our financial performance, including our revenue, largely depends on a number of factors including timeliness in introducing technology and manufacturing solutions, ability to enter into arrangements with diverse customers for high volume production of our wafers, utilization rate of our capacity, and external factors such as pricing and general semiconductor market conditions and industry cycles.

     Net revenue increased by 19.9% from $323.8 million in the first quarter of 2007 to $388.2 million in the first quarter of 2008, due primarily to an increase in wafer shipments. Total wafer shipments increased by 42.0% from 299,238 wafers (eight-inch equivalent) in the first quarter of 2007 to 424,848 wafers (eight-inch equivalent) in the first quarter of 2008. ASP decreased by 16.8% from $1,071 per wafer (eight-inch equivalent) to $892 per wafer (eight-inch equivalent) over the same period, due primarily to lower selling prices across technology nodes, partially offset by a more favorable product mix arising from higher shipments of 65nm products.

     Revenue from our 0.13um and below technologies represented 61% of our net revenue in the first quarter of 2007 as compared to 55% of our net revenue in the first quarter of 2008. Despite the decrease in percentage contribution from 0.13um and below technologies to total net revenue, in terms of absolute dollars, such revenue increased by 8.1% between the first quarters of 2007 and 2008, due primarily to the higher shipments of 65nm and 0.13um products, partially offset by lower 90nm shipments and to a lesser extent, lower selling prices across these technology nodes. Revenue from our 65nm and below technologies represented 11% of our net revenue in the first quarter of 2008 while there were no such shipments in the first quarter of 2007.

     For the first quarter of 2007, the computer sector, which represented 43% of our net revenue, was our highest revenue contributor, followed by the communications sector and the consumer sector which represented 34% and 20% of our net revenue, respectively. For the first quarter of 2008, the communications sector was our highest revenue contributor and represented 48% of our net revenue, while the consumer and computer sectors represented 33% and 16% of our net revenue, respectively. For the first quarter of 2008, the increase in revenue from the communications sector was due primarily to a significant increase in demand for mobile phone handset-related devices and to a lesser extent, an increase in demand for bluetooth-related devices. For the same period, the decrease in revenue from the computer sector was due primarily to a significant decrease in demand for workstations, personal computers and motherboard devices. The increase in revenue from the consumer sector was due primarily to an increase in demand for television-related devices and to a lesser extent, an increase in demand for video game devices.

     The Americas region was the highest contributor to our revenue in the first quarter of 2007, representing 80% of our net revenue. It continued to be the highest contributor to our revenue in the first quarter of 2008, representing 68% of our net revenue. Despite the decrease in percentage contribution to total net revenue, in terms of absolute dollars, this is a 1.9% increase from our net revenue in the first quarter of 2007, due primarily to the increase in demand for mobile phone handset-related devices and to a lesser extent, an increase in video game devices, partially offset by a significant decrease in demand for workstations, personal computers and motherboard devices. Revenue contribution from the Asia-Pacific region increased from 12% of our net revenue in the first quarter of 2007 to 23% of our net revenue in the first quarter of 2008, due primarily to the increase in demand for television-related devices. Revenue contribution from the Europe region increased from 7% of our net revenue in the first quarter of 2007 to 9% of our net revenue in the first quarter of 2008, due primarily to the increase in demand for MP3/MD/CD audio devices. Revenue from the Japan region remained similar in terms of percentage contribution to our net revenue for the first quarters of 2007 and 2008.

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Cost of revenue

     Cost of revenue includes depreciation expense, attributed overheads, cost of labor and materials, subcontracted expenses for assembly and test services, mask generation costs, and amortization of certain technology licenses. Generally, a large proportion of our cost of revenue is fixed in nature, which does not increase or decrease in proportion to any change in our shipments.

     Cost of revenue increased by 28.4% from $252.0 million in the first quarter of 2007 to $323.6 million in the first quarter of 2008 although our shipments increased by 42.0% over the same period, due to a large proportion of our cost of revenue being fixed in nature. Depreciation continued to be a significant portion of our cost of revenue, comprising 40.7% and 35.0% of our cost of revenue in the first quarters of 2007 and 2008, respectively. Despite the decrease in percentage contribution to total cost of revenue, in terms of absolute dollars, this is a 10.4% increase, due primarily to the build-up of production capacity in our Fab 7 facility.

     The unit cost of a wafer decreases as fixed overhead charges, such as depreciation expense on the facility and semiconductor manufacturing equipment, are allocated over a larger number of wafers produced. Cost per wafer shipped decreased by 10.4% from $833 (eight-inch equivalent) in the first quarter of 2007 to $746 (eight-inch equivalent) in the first quarter of 2008, due primarily to higher production levels to achieve higher shipments during the same period.

     We record grants as a reduction of the expenses that the grants are intended to reimburse. The impact of such grants recorded as a reduction to our cost of revenue was $6.6 million and $0.8 million in the first quarters of 2007 and 2008, respectively.

Gross profit

     Our gross profit decreased from $71.8 million, or 22.2% of our net revenue, in the first quarter of 2007 to $64.6 million, or 16.6% of our net revenue, in the first quarter of 2008. This is due primarily to lower selling prices, partially offset by lower cost per wafer resulting from higher production volumes over which fixed costs are allocated.

     Our gross profit was also impacted by a reduction in grants from $6.6 million in the first quarter of 2007 to $0.8 million in the first quarter of 2008, which were recorded as a reduction to our cost of revenue.

Other revenue

     Other revenue was $5.6 million in both the first quarters of 2007 and 2008, and related to rental income and management fees.

Research and development expenses

     Research and development, or R&D, expenses consist primarily of our share of expenses related to joint-development projects with IBM, Infineon, Samsung, Freescale and ST Microelectronics, payroll-related costs for R&D personnel, depreciation of R&D equipment and expenses related to the development of design kits and intellectual property solutions for advanced technologies.

     R&D expenses increased by 21.0% from $37.6 million in the first quarter of 2007 to $45.4 million in the first quarter of 2008. This was due primarily to higher development activities related to the advanced 45nm technology node and to a lesser extent, higher payroll-related expenses. R&D expenses as a percentage of net revenue in the first quarters of 2007 and 2008 was 11.6% and 11.7%, respectively.

     The impact of grants recorded as a reduction to our R&D expenses was $3.4 million and $3.7 million in the first quarters of 2007 and 2008, respectively.

Sales and marketing expenses

     Sales and marketing expenses consist primarily of payroll-related costs for sales and marketing personnel, electronic design automation or EDA-related expenses and costs related to pre-contract customer design validation activities. EDA-related expenses and costs related to pre-contract customer design validation activities relate to efforts to attract new customers and expand our penetration of existing customers.

     Sales and marketing expenses increased by 23.5% from $14.2 million in the first quarter of 2007 to $17.6 million in the first quarter of 2008, due primarily to higher expenses related to higher payroll-related expenses and higher financial support for pre-contract customer design validation activities. Sales and marketing expenses as a percentage of net revenue in the first quarters of 2007 and 2008 was 4.4% and 4.5%, respectively.

General and administrative expenses

     General and administrative, or G&A, expenses consist primarily of payroll-related costs for administrative personnel, external

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fees such as consultancy, legal, administrative, professional and regulatory fees, and depreciation of equipment used in G&A activities. G&A expenses increased by 8.9% from $9.9 million in the first quarter of 2007 to $10.8 million in the first quarter of 2008, due primarily to higher administrative and regulatory fees. G&A expenses as a percentage of revenue in the first quarters of 2007 and 2008 was 3.1% and 2.8%, respectively.

Other operating expenses, net

     Other operating expenses, net, decreased by 48.1% from $4.8 million in the first quarter of 2007 to $2.5 million in the first quarter of 2008. The decrease in other operating expenses, net, is due primarily to lower foreign exchange losses in the first quarter of 2008.

Equity in income of associated companies, net

     Equity in income of Silicon Manufacturing Partners Pte Ltd, or SMP, increased from $6.1 million in the first quarter of 2007 to $9.9 million in the first quarter of 2008, due primarily to lower cost per wafer resulting from lower depreciation and higher production volumes over which fixed costs are allocated. As with the results of our majority-owned fabs, the equity in income of SMP can have a material effect on our results of operations. In the first quarter of 2007, the equity in income of SMP was $6.1 million compared to our total income before income tax of $7.9 million. The equity in income of SMP was $9.9 million compared to our total income before income tax of $3.6 million in the first quarter of 2008.

     We have provided the following information on our total business base revenue, which includes our share of SMP revenue, for the first quarters of 2007 and 2008. Chartered’s share of SMP revenue, and net revenue including Chartered’s share of SMP, presented in the following table are non-U.S. GAAP financial measures. We have included this information because SMP can have a material effect on our consolidated statements of operations and we believe that it is useful to provide information on our share of SMP revenue in proportion to our total business base revenue. However, SMP is a minority-owned joint venture company that is not consolidated under U.S. GAAP. We account for our 49.0% investment in SMP using the equity method. Under our strategic alliance agreement with LSI Singapore, the parties do not share SMP’s net results in the same ratio as the equity holding. Instead, each party is entitled to the gross profits from sales to the customers that it directs to SMP, after deducting its share of the overhead costs of SMP. Accordingly, we account for our share of SMP’s net results based on the gross profits from sales to the customers that we direct to SMP, after deducting our share of the overhead costs. The following table provides a reconciliation showing comparable data based on net revenue determined in accordance with U.S. GAAP, which does not include our share of SMP:

	Three months ended March 31,
	2007		2008
	(In millions)
Net revenue (U.S. GAAP)	$	323.8	$	388.2
Chartered’s share of SMP revenue	$	21.5	$	25.9
Net revenue including Chartered’s share of SMP	$	345.3	$	414.1

     The following table provides information that indicates the effect of SMP’s operations on some of our non-U.S. GAAP performance indicators:

	Three months ended March 31,
	2007				2008
	Excluding		Including		Excluding		Including
	Chartered’s		Chartered’s		Chartered’s		Chartered’s
	Share		Share		Share		Share
	of SMP		of SMP		of SMP		of SMP
Shipments (in thousands)*		299.2		325.6		424.8		457.2
ASP per wafer	$	1,071	$	1,051	$	892	$	885

Note:
*	Eight-inch equivalent wafers

     We acquired a 26.7% equity interest in Gateway Silicon Inc., or GSI, in the first quarter of 2007. We account for the investment in GSI under the equity method. The equity in the loss of GSI was $0.1 million in the first quarter of 2008.

Other income (loss), net

     Other income (loss), net, was a net loss of $1.1 million in the first quarter of 2007 compared to a net income of $10.5 million in the first quarter of 2008. Other loss, net, in the first quarter of 2007 included a $1.1 million loss arising from changes in the fair value of our derivative instruments. Other income, net, in the first quarter of 2008 included the recognition of income of $11.5

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million arising from our acceptance of a licensing fee in connection with a technology licensing agreement by one of our technology partners which was concluded during the quarter. The amount recorded is the present value of $12 million, which we will receive as an offset against future payments due under a related technology agreement, and is not contingent upon any future performance requirements. Other income, net, in the first quarter of 2008 also included an other-than-temporary impairment loss of $1.0 million on other investments.

Interest income

     Interest income decreased by 35.7% from $7.9 million in the first quarter of 2007 to $5.1 million in the first quarter of 2008, due primarily to lower interest rates and to a lesser extent, lower average cash balances compared to the first quarter of 2007.

Interest expense and amortization of debt discount

     Interest expense and amortization of debt discount remained essentially flat at $15.9 million and $15.6 million in the first quarters of 2007 and 2008, respectively.

Income tax expense

     We currently pay tax on (1) interest income, (2) rental income, (3) sales of wafers using technologies that do not benefit from preferential tax treatment and (4) other income not specifically exempted from income tax. In the first quarter of 2007, we recorded an income tax expense of $1.5 million on an income before income tax of $7.9 million. In the first quarter of 2008, we recorded an income tax expense of $1.2 million on an income before income tax of $3.6 million. In computing the income tax expense for each quarter (other than the last quarter of a fiscal year), we apply an estimated annual effective tax rate to income before income tax to derive the income tax expense for the quarter. The decrease of $0.3 million in income tax expense is due primarily to the application of the effective tax rate to a lower income before income tax in the first quarter of 2008.

Accretion to redemption value of convertible redeemable preference shares

     In the third quarter of 2005, 30,000 convertible redeemable preference shares were issued. We accrete the carrying amounts of the convertible redeemable preference shares to their redemption values at maturity and record such accretion using the effective interest method over the remaining period until the maturity date on August 17, 2010. Such accretion adjusts net income (loss) available to ordinary shareholders. Accretion charges were $2.4 million and $2.5 million in the first quarters of 2007 and 2008, respectively.

LIQUIDITY AND CAPITAL RESOURCES

Current and expected liquidity

     As of March 31, 2008, our principal sources of liquidity included $505.1 million in cash and cash equivalents and $1,175.5 million of unutilized banking facilities consisting of loans and bank credit lines.

     In January 2008, we fully repaid $50.0 million from the revolving loan facility with Bank of America, or BOA, $70.0 million from our outstanding uncommitted banking and credit facilities with BOA and $150.0 million from the revolving loan facility with Sumitomo Mitsui Banking Corporation, or SMBC, which were all fully drawn down in December 2007.

     In March 2008, we drew down $113.1 million from the $300 million term loan facility from JBIC and SMBC, which was obtained in October 2007 for the purpose of financing the purchase of equipment from Japanese vendors for our Fab 7 facility. Fifty percent of the loan principal bears interest at a fixed rate of 5.645% per annum, while the remaining fifty percent bears interest at LIBOR plus 0.15% per annum. Subsequent to this drawdown, the amount available for drawdown under this facility is $186.9 million.

     In the same month, we fully drew down $119.2 million from Tranche A of the $190 million term loan facility from Société Générale, with Atradius Dutch State Business NV, or Atradius, as export credit insurer. The loan was obtained in January 2008 for purpose of financing the purchase of equipment from a European vendor for our Fab 7 facility as well as to finance the premium payable by our company in respect of the insurance provided by Atradius. This facility bears interest at LIBOR plus 0.20% per annum. Subsequent to this drawdown, the amount available for drawdown under Tranche B of this facility is $70.8 million.

     On March 31, 2008, we completed the acquisition of 100 percent of the shares in CST. The total cash consideration for the acquisition and related direct costs of the acquisition was $241.1 million, which is subject to working capital adjustment review. The acquisition was funded with existing available cash balances.

     We have an investment in a private enhanced cash fund, or Fund, which is managed by an external financial institution and consists primarily of high quality corporate debt, mortgage-backed securities and asset-backed securities. Due to the nature of the securities that the Fund invests in, the Fund’s underlying securities have been exposed to adverse market conditions that have affected the value of the collateral and the liquidity of the Fund. As a result, in December 2007, the investment manager of the Fund halted demand redemptions and announced its intention to liquidate the Fund. The fair value of the Fund is assessed by

18

utilizing market prices as provided by independent pricing services or, when such prices were not available, we used a valuation approach based on the current investment ratings, valuation parameters and estimates of the underlying debt and securities, and redemptions of the Fund and the subsequent distribution of cash. Based on this assessment, we determined that the fair value of the Fund and its underlying debt and securities approximated the fair values provided by the investment manager of the Fund. For the three months ended March 31, 2008, we received cash proceeds of $30.0 million in further distributions from the Fund. As at March 31, 2008, the fair value of our pro-rata share of investment in the Fund was $58.1 million and we recognized a realized loss of $0.1 million and an other-than-temporary impairment loss of $1.0 million for the three months ended March 31, 2008. If the credit and liquidity issues in the markets relating to our investment and its underlying securities continue or worsen, we may recognize further realized losses in the value of our remaining investment in the Fund.

     Working capital, which is calculated as the excess of current assets over current liabilities, was $408.8 million and $652.1 million as of March 31, 2007 and 2008, respectively. Based on our current level of operations, we believe that our cash on hand, existing working capital, planned use of existing credit facilities, credit terms with our vendors, and projected cash flows from operations will be sufficient to meet our 2008 capital and research and development expenditures, debt service obligations, investment and liquidity needs. Depending on the pace of our future growth and technology upgrades and migration, we may require additional financing from time to time, including for purposes of funding the capital expenditures for our manufacturing facilities. See the “— Liquidity and Capital Resources — Historic investing cash flows and capital expenditures” section below for more details on our capital expenditures. We believe in maintaining maximum flexibility when it comes to financing our business. We regularly evaluate our current and future financing needs and may take advantage of favorable market conditions to raise additional financing.

     There can be no assurance that our business will generate and continue to generate sufficient cash flow to fund our liquidity needs in the future as cash flow generation may be affected by, among other factors, sales levels, capacity utilization and industry business conditions. The principal uncertainties that exist regarding our future liquidity needs include, without limitation, capital expenditures or investment needs which may arise in excess of our expectations, in which case we may be required to finance any additional requirements. There can be no assurance that additional financing will be available or, if available, that such financing will be obtained on terms favorable to us or that any additional financing will not be dilutive to our shareholders.

Historic cash flows

     The following table sets forth the summary of our cash flows for the periods presented:

	Three Months ended March 31,
	2007			2008
	(In thousands)
Net cash provided by operating activities	$	125,495		$	141,998
Net cash used in investing activities	$	(281,783	)	$	(300,906	)
Net cash used in financing activities	$	(46,095	)	$	(83,422	)

Historic operating cash flows

     Net cash provided by operating activities was $125.5 million and $142.0 million for the three months ended March 31, 2007 and 2008, respectively. The $16.5 million improvement in cash provided by operating activities was due primarily to refund of taxes arising from the revocation of the pioneer status of Fab 3 of $48.3 million in the three months ended March 31, 2008, partially offset by higher payments for operating expenses.

Historic investing cash flows and capital expenditures

     Net cash used in investing activities was $281.8 million and $300.9 million for the three months ended March 31, 2007 and 2008, respectively. Investing activities consisted of capital expenditures totaling $287.0 million and $95.5 million for the three months ended March 31, 2007 and 2008, respectively. Capital expenditures for the three months ended March 31, 2007 and 2008 were primarily for our 65nm and below technologies. Investing activities for the three months ended March 31, 2008 also included $234.6 million related to the purchase of 100 percent of the shares in CST for $241.1 million which consisted of cash and related direct costs of the acquisition, less cash acquired of $6.5 million, funded with existing available cash balances. We also received cash proceeds of $30.0 million in further distributions from the Fund.

     We expect our capital expenditures for 2008 to be approximately $590 million, primarily for increasing the capacity of our 65nm and below technologies. As of December 31, 2007 and March 31, 2008, we have spent an accumulated total of $2,144.2 million and $2,190.7 million, respectively, on the equipping of Fab 7. As of December 31, 2007 and March 31, 2008, we had commitments on contracts for capital expenditures of $280.6 million and $211.0 million, respectively.

     The nature of our industry is such that, in the short-term, we may reduce our capital expenditures by delaying planned capital

19

expenditures in response to a difficult business environment. However, the semiconductor market is characterized by rapid technological change and the importance of economies of scale, which we expect to result in significant capital expenditure requirements. Factors that may affect our level of future capital expenditures include the degree and the timing of technological changes within our industry, changes in demand for the use of our equipment and machinery as a result of changes to our customer base and the level of growth within our industry as discussed in the Company’s Form 20-F for the year ended December 31, 2007.

Historic financing cash flows

     Net cash used in financing activities was $46.1 million and $83.4 million for the three months ended March 31, 2007 and 2008, respectively. Financing activities for the three months ended March 31, 2008 included a drawdown of $119.2 million from the Société Générale Term Loan facility and $113.1 million from the JBIC/SMBC Term Loan. We also made principal repayments totaling $270.0 million for the BOA short-term credit and the revolving loan facilities, and the SMBC revolving loan facility, as well as loan repayment of $32.4 million for the drawdown from the second tranche of the $653.1 million term loan from JPMorgan Chase Bank, or EXIM Guaranteed Loan.

     The restricted cash related to cash amounts reserved in a bank account and restricted for the purpose of semi-annual principal and interest repayments, and commitment fees related to the EXIM Guaranteed Loan.

INVESTMENT IN SMP

     Our investment in SMP as of December 31, 2007 and March 31, 2008 is shown below:

	As of
	December 31,			March 31,
	2007			2008
	(In thousands)
Cost	$	80,936		$	80,936
Share of retained post-formation gains		49,557			59,470
Dividends received		(101,240	)		(110,212	)
	$	29,253		$	30,194

     Included in receivables and payables are amounts due from or to SMP:

	As of
	December 31,		March 31,
	2007		2008
	(In thousands)
Amounts due from SMP	$	10,193	$	14,041
Amounts due to SMP	$	1,341	$	989

     Summarized unaudited financial information for SMP is shown below:

	As of
	December 31,			March 31,
	2007			2008
	(In thousands)
Current assets	$	65,343		$	61,999
Other assets		669			545
Property, plant and equipment		18,436			25,066
Current liabilities		(30,390	)		(32,613	)
Other liabilities		(6	)		(4	)
Shareholders’ equity	$	54,052		$	54,993

	Three months ended
	March 31,
	2007		2008
	(In thousands)
Net revenue	$	41,490	$	43,216
Gross profit		5,835		10,681
Net income		6,097		9,913

Item 3. Quantitative and Qualitative Disclosures About Market Risk

20

     Our exposure to financial market risks is derived primarily from the changes in interest rates and foreign exchange rates. To mitigate these risks, we utilize derivative financial instruments and natural hedging by maintaining foreign currency bank deposits, the application of which is intended for hedging purposes and not for speculative purposes.

     Reference is made to Part I, Item 11, Quantitative and Qualitative Disclosures About Market Risk, in the Company’s Form 20-F for the year ended December 31, 2007 and to subheading (l) “Derivative Instruments and Hedging Activities” on page F-13 of Note 1, “Background and Summary of Significant Accounting Policies”, Note 21, “Derivative Instruments”, and Note 22, “Fair Values of Financial Instruments” in the Notes to the Consolidated Financial Statements included in Item 18 of the Company’s Form 20-F for the year ended December 31, 2007. There have been no material changes to our exposures to market risk as reported in these sections.

Item 4. Controls and Procedures

Not applicable.

21

PART II — OTHER INFORMATION

Item 1. Legal Proceedings

The Company is not involved in any legal proceedings that we believe would be materially harmful to the Company.

Item 2. Unregistered Sales of Equity and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Submission of Matters to a Vote of Security Holders

None.

Item 5. Other Information

None.

Item 6. Exhibits

99.1(1)	Third Amended and Restated Participation Agreement dated March 26, 2008 by and between the Company and International Business Machines Corporation.
99.2(1)	Joint Development Project Agreement dated May 14, 2007 for 22nm Bulk-Industry Standard Semiconductor Process Technology by and between the Company and International Business Machines Corporation.

⁽¹⁾  Certain portions of Exhibits 99.1 and 99.2 have been omitted pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. The omitted portions have been separately filed with the Securities and Exchange Commission.

22

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: May 8, 2008

CHARTERED SEMICONDUCTOR MANUFACTURING LTD
By:	/s/ Chia Song Hwee
	Name:	Chia Song Hwee
	Title:	President and Chief Executive Officer
By:	/s/ George Thomas
	Name:	George Thomas
	Title:	Senior Vice President and Chief Financial Officer

23

EX-99.1

Confidential Treatment Requested
The portions of this document marked by “XXXXX” have been omitted pursuant to a request for confidential treatment
and have been filed separately with the Securities and Exchange Commission

Exhibit 99.1

THIRD AMENDED AND RESTATED PARTICIPATION
AGREEMENT

Between

INTERNATIONAL BUSINESS MACHINES CORP.

And

CHARTERED SEMICONDUCTOR MANUFACTURING LTD.

Dated

March 26, 2008

IBM — CHARTERED CONFIDENTIAL 1 IBM — Chartered Participation Agreement

Execution Version IBM License Number: L065073

This Third Amended and Restated Participation Agreement (“Participation Agreement”) is dated and effective as of the 26th day of March 2008 (hereinafter referred to as the “Participation Effective Date”) by and between International Business Machines Corporation (“IBM”), incorporated under the laws of the State of New York, U.S.A. and having an office for the transaction of business at 2070 Route 52, Hopewell Junction, NY 12533, U.S.A, and Chartered Semiconductor Manufacturing Ltd., (“Company”) incorporated under the laws of Singapore, and having an office for the transaction of business at 60 Woodlands Industrial Park D, Street 2, Singapore 738406 for the Development Projects referenced on Exhibit A attached hereto (collectively, the “Development Projects”) amends, restates and supercedes IBM and Company’s Second Amended and Restated Participation Agreement dated and effective as of the 21^st day of September, 2007 (“Previous Participation Agreement”) in order to expand the scope of the development and implement other mutually agreeable modifications.

WHEREAS, IBM, Company, Samsung Electronics Co., Ltd. (“Samsung”), and Infineon Technologies, AG (“IFX”) previously entered into the “SF 65/45nm Process Development and Cost Sharing Agreement” of March 2004 (“4-Way Bulk Process Agreement”), for the development of 65nm and 45nm Bulk CMOS process technology; and IBM and Company entered into the SF Process Development and Cost Sharing Agreement dated November 26, 2002, as amended (“2-Way 65nm/45nm Process Agreement”);

WHEREAS, IBM, Company, IFX and Samsung previously entered into the 45nm Enablement Technology and Cost Sharing Agreement on June 1, 2006 (hereinafter “4-Way 45nm Enablement Agreement”) to develop certain technologies for enabling a common design platform for manufacture; and IBM and Company entered a 2-Way 45nm Enablement Agreement on June 1, 2006 to address certain related matters between them (“2-Way 45nm Enablement Agreement”);

WHEREAS, IBM, Company, and Samsung previously entered into the 65nm Enablement Technology and Cost Sharing Agreement on June 3, 2005 (hereinafter “3-Way 65nm Enablement Agreement”) to develop certain technologies for enabling a common design platform for manufacture; and IBM and Company entered a 2-Way 65nm Enablement Agreement on June 3, 2005 to address certain related matters between them (“2-Way 65nm Enablement Agreement”);

WHEREAS, IBM and Company desire to, with the necessary consents of IFX and Samsung, terminate the 45nm Bulk CMOS and 45nm Bulk CMOS Enablement development in the following agreements before their scheduled expirations in order to continue such development work using a new contract model with additional parties: the 4-Way Bulk Process Agreement, the 2-Way 65nm/45nm Process Agreement, 4-Way 45nm Enablement Agreement, and 2-Way 45nm Enablement Agreement (collectively, the “Prior Agreements”);

WHEREAS, (i) IBM, Company, and Samsung have entered into an agreement entitled “Early Customer and Technology Support (65nm/45nm Bulk SF Process) Development

IBM — CHARTERED CONFIDENTIAL 2 IBM — Chartered Participation Agreement

Confidential Treatment Requested
The portions of this document marked by “XXXXX” have been omitted pursuant to a request for confidential treatment
and have been filed separately with the Securities and Exchange Commission

and Cost Sharing Agreement (hereinafter referred to as the “3-Way ECTS Agreement”), and (ii) IBM and Company have entered into a 2-Way ECTS Agreement to address certain matters between them alone pertaining to the 3-Way ECTS Agreement;

WHEREAS, IBM and Company have entered into an agreement entitled “Semiconductor Manufacturing Equipment Evaluation Agreement”, together with its “Statement of Work No. 1” to enable IBM and Company to jointly evaluate third party semiconductor manufacturing equipment in support of each party’s individual purchases.

WHEREAS, IBM is pursuing or intends to pursue each of the Development Projects alone or in conjunction with one or more Participating Parties, as such Development Projects are more particularly described in the Project Agreements;

WHEREAS, Company seeks to participate as a Participating Party in each of the Development Projects with IBM and the other applicable Participating Parties; and

WHEREAS, IBM and Company desire to resolve a certain matter regarding what fees XXXXX to Company as a result of IBM XXXXX;

WHEREAS, IBM seeks to permit such participation in each of the Development Projects based upon the terms and conditions set forth in (i) the applicable Project Agreement (including the Master Terms), which governs matters between and among all Parties, and (ii) this Participation Agreement, which governs certain supplemental matters between IBM and Company.

NOW THEREFORE, in consideration of the premises and mutual covenants contained herein, as well as for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, IBM and Company agree as follows.

1. Additional Definitions. Unless expressly defined and used with an initial capital letter in this Participation Agreement, the Project Agreement, or the Master Terms, words shall have their normally accepted meanings. Each of the following terms has the meaning ascribed to it below:

     “Annual Contribution Amount” is defined in Section 5(a).

     “Altis” means the IFX subsidiary known as Altis Semiconductor, with a principle place of business at 224, Boulevard John Kennedy, 91005 Corbeil-Essonnes Cedex, France, but only so long as it remains an IFX Subsidiary.

     “Bulk CMOS Licensee” means a direct or indirect IBM licensee of the Bulk CMOS from the 22nm Bulk Process Project, the 32nm Bulk Process Project or the 45nm Bulk Process Project other than a Foundry Company or a Pure Play Foundry.

     “Bulk Project” means the 22nm Bulk Project, the 32nm Bulk Project or the 45nm Bulk Project.

IBM — CHARTERED CONFIDENTIAL 3 IBM — Chartered Participation Agreement

Confidential Treatment Requested
The portions of this document marked by “XXXXX” have been omitted pursuant to a request for confidential treatment
and have been filed separately with the Securities and Exchange Commission

     “Bulk CMOS” means CMOS semiconductor manufacturing technology carried out on a wafer that is not an SOI Wafer.

     “22nm Bulk Project” means, collectively, the Development Projects contained in the “22nm Bulk-Industry Standard Process Technology Project Agreement dated as of May 14, 2007”, and “22nm Bulk-Industry Standard Enablement Technology Project Agreement dated as of March 26, 2008”.

     “32nm Bulk Project” means, collectively, the Development Projects contained in the “32nm Bulk-Industry Standard Process Technology Project Agreement dated as of December 15, 2006”, and “32nm Bulk-Industry Standard Enablement Technology Project Agreement dated as of December 15, 2006” as amended on March 29, 2007.

     “45nm Bulk Project” means, collectively, the Development Projects contained in the “45nm Bulk-Industry Standard Process Technology Project Agreement dated as of December 15, 2006”, and “45nm Bulk-Industry Standard Enablement Technology Project Agreement dated as of December 15, 2006” as amended on March 29, 2007.

     “22nm Bulk Process Project” means the Development Project contained in the “22nm Bulk-Industry Standard Process Technology Project Agreement dated as of May 14, 2007”.

     “32nm Bulk Process Project” means the Development Project contained in the “32nm Bulk-Industry Standard Process Technology Project Agreement dated as of December 15, 2006” as amended on March 29, 2007.

     “45nm Bulk Process Project” means the Development Project contained in the “45nm Bulk-Industry Standard Process Technology Project Agreement dated as of December 15, 2006” as amended on March 29, 2007.

     XXXXX

     XXXXX

     XXXXX

     “65nm DFM Project” means the Development Project contained in the “65nm Bulk-Industry Standard Design for Manufacturing Technology Project Agreement dated as of May 14, 2007”.

     “45nm DFM Project” means the Development Project contained in the “45nm Bulk-Industry Standard Design for Manufacturing Technology Project Agreement dated as of May 14, 2007”.

     “Change of Control” is deemed to have occurred if: (a) there shall be consummated (i) any consolidation or merger of Company in which such Company is not the continuing or surviving corporation, or pursuant to which shares of such Company’s common stock would be converted into cash, securities, or other property, other than a

IBM — CHARTERED CONFIDENTIAL 4 IBM — Chartered Participation Agreement

Confidential Treatment Requested
The portions of this document marked by “XXXXX” have been omitted pursuant to a request for confidential treatment
and have been filed separately with the Securities and Exchange Commission

merger of the Company in which the holders of such Company’s common stock immediately prior to the merger have substantially the same proportionate ownership of common stock of the surviving corporation immediately after the merger, or (ii) any sale, lease, exchange, or other transfer (in one transaction or a series of related transactions) of substantially all of the assets of such Company, but only if such sale, lease, exchange, or transfer would, by its nature, include an assignment of the rights or obligations under the Agreement; or (b) the stockholders of such Company shall approve any plan or proposal for the liquidation or dissolution of such Company; or (c) any transaction (such as a merger, tender or exchange offer, open market purchases, privately negotiated purchases, or otherwise) as a result of which (i) any person (as such term is used in section 13(d) and 14(d) (2) of the Securities Exchange Act of 1934 (the “Exchange Act”)) shall become the beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of securities representing more than fifty (50%) of voting securities of such Company having the voting power of such Company’s then outstanding securities ordinarily (and apart from rights accruing in special circumstances) having the right to vote in the election of directors, or (ii) any person (as such term is used in section 13(d) and 14(d) (2) of the Exchange Act) that is a person who, either directly or through its subsidiaries derives more than fifty percent (50%) of its revenue (as measured as of the end of the most recent fiscal year of such person) from the manufacture and/or sale of Semiconductor Products becomes the beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of securities representing more than thirty percent (30%) of voting securities having the voting power of Company’s then outstanding securities ordinarily (and apart from rights accruing in special circumstances) having the right to vote in the election of directors, provided however, that such transaction would not constitute a Change of Control if Temasek Holdings Pte Ltd, directly or indirectly continues to hold forty percent (40%) or more of the securities of Company. And further provided that in the case of both (c) (i) and (c) (ii) the transaction would not constitute a Change of Control if such person (i) on the Participation Effective Date, was already the beneficial owner of securities representing more than twenty percent (20%) of the voting power of Company, (ii) is an employee benefit plan (or representative of multiple plans) sponsored by Company, or (iii) is a financial institution that acquires and holds such securities as part of an underwriting for the issuance or sale of such securities.

     “Chartered Jointly Owned Facility,” means a corporation, company or other entity where at least XXXXX of whose outstanding shares or securities (such shares or securities representing the right to vote for the election of directors or other managing authority) are, now or hereafter, owned or controlled, directly or indirectly, by Company; or, if such entity does not have outstanding shares or securities, as may be the case in a partnership, joint venture, unincorporated association, or other entity, at least XXXXX of whose ownership interest representing the right to (i) make the decisions for such partnership, joint venture, unincorporated association, or other entity, or (ii) vote for, designate, or otherwise select members of the highest governing decision-making body, managing body or authority for such partnership, joint venture, unincorporated association or other entity, is, now or hereafter, owned or controlled, directly or indirectly, by Company. Provided, that such entity shall be considered a Chartered Jointly Owned Facility, and shall be entitled to retain the licenses and other benefits provided by

IBM — CHARTERED CONFIDENTIAL 5 IBM — Chartered Participation Agreement

Confidential Treatment Requested
The portions of this document marked by “XXXXX” have been omitted pursuant to a request for confidential treatment
and have been filed separately with the Securities and Exchange Commission

the Agreement to such Chartered Jointly Owned Facility, only so long as such ownership or control exists.

     “Chartered’s Fab 7 Facility” means Company’s 300mm fabrication facility situated in Chartered’s Woodlands campus in Singapore.

     “Company Participation Period(s)” is defined in Section 3.

     “Company Unique XXXXX” is defined in Section 15(c).

     “Company Qualification and Process Freeze” means the successful completion of foundry standard stress on a product and/or a product like vehicle with mixed signal, digital and SRAM elements and with manufacturing process routing defined, in a Company manufacturing facility for 300mm Wafers.

     “Development Projects” mean those particular Development Projects identified on Exhibit A.

     “Development Schedule” means each of the Development Schedules identified in the Development Projects identified on Exhibit A.

     “DFM Checking Deck Technology” is as defined in the Joint Development Project Agreement for “45nm Bulk-Industry Standard Enablement dated December 15, 2006” as amended on March 29, 2007.

     “Dollar” or “$” shall mean United States dollars.

     “Enablement Agreements” means, collectively, the 22nm, 32nm and 45nm Bulk-Industry Standard Enablement Technology Development Project Agreements referenced on Exhibit A.

     “Foundry Company” means XXXXX.

     “Foundry Product” means an Integrated Circuit wherein all the following conditions are met: (i) the design, or masks and/or mask build data, for such Integrated Circuit product are provided to the Foundry Company or Pure Play Foundry, whichever the case may be, by a third party; (ii) such Foundry Company or Pure Play Foundry, whichever the case may be, played no substantial role in any phase of the design of such product, however, such Foundry Company or Pure Play Foundry may provide standard primitive building blocks as part of their foundry offering (e.g., I/O, Embedded Memory, Bandgap, PLL, DLL, ADC, DAC, ESD elements, Embedded non-volatile devices, eFuse devices); and (iii) such Foundry Company or Pure Play Foundry, whichever the case may be is contractually bound to manufacture such product solely for, and to sell such product solely to, such third party or its distributor or other recipient solely for the benefit of such third party.

IBM — CHARTERED CONFIDENTIAL 6 IBM — Chartered Participation Agreement

Confidential Treatment Requested
The portions of this document marked by “XXXXX” have been omitted pursuant to a request for confidential treatment
and have been filed separately with the Securities and Exchange Commission

     “Future Technology” means, with respect to a Project Agreement, the primary CMOS semiconductor logic generations with ground rules of less than the logic generation covered by that Development Project.

     “Have-Made License” means XXXXX.

     “Have-Made Manufacturer” means a Party or Third Party who receives Specific Results and/or Background Know-How solely for the purpose of having such manufacturer fabricate Semiconductor Products solely for the disclosing Party and its Subsidiaries.

     “IBM Associates” means: XXXXX.

     “IFX” means Infineon Technologies, AG, incorporated under the laws of Germany and having an office for the transaction of business at Am Campeon 85570 Neubiberg, Germany.

     “Joint Development Partner” means XXXXX, with whom a Participating Party has established a joint development relationship for the development of a Future Technology.

     “Joint Manufacturing Entity” means XXXXX.

     “Joint Manufacturing Facility” means a Subsidiary of IFX that has as its primary business the manufacture of Bulk CMOS Integrated Circuits, XXXXX.

     “Key Information” means XXXXX.

     “LP-RF Product” means (i) a Semiconductor Product or any other form (e.g. wafer or die) containing an Integrated Circuit(s), and (ii) that was manufactured using one or more technologies, namely analog, mixed signal and RF CMOS, developed pursuant to the LP-RF CMOS Project.

     “LP-RF CMOS Project” means the 65nm LP-RF CMOS Project, the 45nm LP-RF CMOS Project, the 32nm LP-RF CMOS Project, XXXXX.

     “32nm LP-RF Process Project” means the Development Project contained in the “32nm LP-RF CMOS Process Technology Project Agreement” dated as of May 14, 2007.

     “45nm LP-RF Process Project” means the Development Project contained in the “45nm LP-RF CMOS Process Technology Project Agreement dated as of December 15, 2006” as amended on March 29, 2007.

     “65nm LP-RF Process Project” means the Development Project contained in the “65nm LP-RF CMOS Process Technology Project Agreement dated as of December 15, 2006” as amended on March 29, 2007.

IBM — CHARTERED CONFIDENTIAL 7 IBM — Chartered Participation Agreement

     “32nm LP-RF CMOS Project” means, collectively, the Development Projects contained in the “32nm LP-RF CMOS Semiconductor Process Technology Project Agreement dated as of May 14, 2007”, and “32nm LP-RF CMOS Enablement Technology Project Agreement dated as of March 26, 2008”.

     “45nm LP-RF CMOS Project” means, collectively, the Development Projects contained in the “45nm LP-RF CMOS Semiconductor Process Technology Project Agreement dated as of December 15, 2006”, and “45nm LP-RF CMOS Enablement Technology Project Agreement dated as of December 15, 2006” as amended on March 29, 2007.

     “65nm LP-RF CMOS Project” means, collectively, the Development Projects contained in the “65nm LP-RF CMOS Semiconductor Process Technology Project Agreement dated as of December 15, 2006” and “65nm LP-RF CMOS Enablement Technology Project Agreement dated as of December 15, 2006” as amended on March 29, 2007.

     “Master Terms” means the version of the Master IBM Joint Development Terms and Conditions that is incorporated by reference into the applicable Project Agreement.

     “Net Selling Price” shall mean the gross consideration (whether in cash or kind) received from Sales of Semiconductor Products or any other form (e.g. wafer or die) containing an Integrated Circuit(s) less the following: (i) separately itemized normal and customary rebates, and cash and trade discounts actually taken, (ii) separately itemized sales, use and/or other excise taxes or duties actually paid, (iii) separately itemized cost of any packages and packaging, (iv) separately itemized insurance costs and outbound transportation charges prepaid or allowed, (v) separately itemized import and/or export duties actually paid, and (vi) separately itemized amounts allowed or credited due to returns. In addition, when a Semiconductor Product is Sold in a packaged or tested form, the gross consideration (whether in cash or kind) received by a Chartered Jointly Owned Facility for the purposes of calculating Net Selling Price shall be less the costs of packaging and testing.

     “Participation Effective Date” means the date referenced as such in the preamble of this Participation Agreement.

     “Participation Agreement” means this Participation Agreement between International Business Machines Corporation and Chartered Semiconductor Manufacturing Ltd.

     “Previous Participation Agreement” is defined in the preamble of this Participation Agreement.

     “Prior Agreements” is defined in the recitals.

IBM — CHARTERED CONFIDENTIAL 8 IBM — Chartered Participation Agreement

Confidential Treatment Requested
The portions of this document marked by “XXXXX” have been omitted pursuant to a request for confidential treatment
and have been filed separately with the Securities and Exchange Commission

     “Project Agreement” means the Project Agreement governing the respective Development Project, as referenced on Exhibit A.

     “Pure Play Foundry” means XXXXX.

     “Quarterly Contribution” is defined in Section 5(a).

     “Restricted Period” means the period of XXXXX.

     “Sale” or “Sold” shall mean the sale or other transfer of products, but excluding sales and transfers (i) that are provided and used as samples or prototypes (including prototypes containing multiple customer designs), without charge, or (ii) that are subsequently reversed for a refund/credit under a return material authorization, or (iii) to Company or a Company Subsidiary, provided that no such Semiconductor Products are subsequently sold or transferred to another party other than a Company Subsidiary.

     “Total Contribution Amount” is defined in Section 5(a).

2. Binding Contract.

(a) By executing this Participation Agreement and the respective “Participating Party Notification” attached as Exhibit C, (i) Company joins each of the Development Projects as a Participating Party, (ii) Company and the other Participating Parties are each directly contracted to IBM and to each other based upon the terms and conditions of the respective Project Agreement (including the Master Terms), without the need for any additional documentation or signatures by any Party, and (iii) Company is estopped from contesting its direct privity of contract with the other Participating Parties and with IBM on such referenced terms and conditions. Exhibit D provides a list of the Participating Parties in each of the Development Projects as of the last date both IBM and Company sign this Participation Agreement. IBM will record updates to this list on the respective Project Database within seven (7) business days of receipt of such “Participating Party Notification”. IBM represents and warrants that each Participating Party who commits to participate in a Development Project is agreeing to the identical terms and conditions of the relevant Project Agreement and Master Terms that Company is agreeing to.

(b) IBM and Company agree that (A) the 45nm Bulk CMOS and 45nm Bulk CMOS Enablement development in the Prior Agreements (i) ends as of January 1, 2007, and (ii) the terms and conditions of the Prior Agreements with respect to such development are superceded and replaced by the terms and conditions of the following Project Agreements: 45nm Bulk-Industry Standard Semiconductor Process Technology and 45nm Bulk-Industry Standard Enablement Technology as of the first dates of such development; and (B) such 45nm Bulk CMOS and 45nm Bulk CMOS Enablement development shall, as of January 1, 2007, recommence pursuant to such Project Agreements.

IBM — CHARTERED CONFIDENTIAL 9 IBM — Chartered Participation Agreement

Confidential Treatment Requested
The portions of this document marked by “XXXXX” have been omitted pursuant to a request for confidential treatment
and have been filed separately with the Securities and Exchange Commission

(c) By executing this Participation Agreement, IBM and Company are amending, restating and superseding the Previous Participation Agreement.

3. Company Participation Periods; Term. Company shall participate and is only authorized to participate in the Development Project(s), commencing on January 1, 2007 and continuing for the applicable periods detailed on Exhibit A attached hereto (“Company Participation Period(s)”), regardless of whether the applicable Project Term extends beyond a Company Participation Period for such Development Project. The term of this Participation Agreement shall commence on January 1, 2007 and, unless terminated prior to expiration as set forth elsewhere in the Agreement, shall remain in force until XXXXX.

4. Company Staffing. Company shall provide IBM with Representatives to work on the Development Projects in accordance with the minimum staffing levels detailed on Exhibit B attached hereto. If Company falls below such minimum staffing level, then Company shall, at IBM’s request, either (i) make a compensating payment to IBM at a rate of XXXXX below the minimum staffing level set forth in Exhibit B, or (ii) develop another mutually agreeable resolution. In addition, Company shall be responsible for the specific tasks assigned on Exhibit H. Notwithstanding the preceding sentence, Company is excused from providing the minimum “Number of Representatives” for each of the Development Projects provided in Exhibit B to the extent and for so long as Company is unable to secure the necessary work visas or appropriate immigration related documents for such Representatives, despite its good faith efforts to secure the same. Company shall promptly advise IBM of any such anticipated problems with work visas or appropriate immigration related documents, together with the expected time-frame for the resolutions.

5. Company Contributions and Other Payments.

(a) Company shall, except as expressly provided herein, pay IBM a total XXXXX (the “Total Contribution Amount”) in consideration for Company’s right to participate in (i) the Development Projects commencing as of January 1, 2007 and (ii) the 3-Way ECTS Agreement commencing as of July 17, 2006. Both parties agree that Company’s participation in the cost sharing fee with respect for the 3-Way ECTS Agreement is for costs incurred on and after 1 October, 2006. Company shall, except as expressly provided herein, pay the Total Contribution Amount to IBM according to the following schedule of “Annual Contribution Amounts”:

XXXXX

Specifically, Company shall pay XXXXX. Company agrees to treat this Participation Agreement as an invoice from IBM for the Quarterly Contribution due on XXXXX and all other amounts due under this Participation Agreement.

If Company extends its participation by entering into a new Development Project(s) with IBM for a Future Technology, both IBM and Company shall discuss in good faith and

IBM — CHARTERED CONFIDENTIAL 10 IBM — Chartered Participation Agreement

Confidential Treatment Requested
The portions of this document marked by “XXXXX” have been omitted pursuant to a request for confidential treatment
and have been filed separately with the Securities and Exchange Commission

mutually agree on the cost sharing payments due from Company to IBM for such new Development Project(s).

The table in Exhibit I is added to summarize the fixed cost sharing payments for Company’s participation in the various Development Projects as set forth in this Participation Agreement and any amendments thereto.

(b) All such contributions are XXXXX. In the event there is a delay in the Development Schedule for the 45nm Bulk Process Project, the 32nm Bulk Process Project, the 22nm Bulk Process Project, the 65nm LP-RF Process Project, the 45nm LP-RF Process Project, or the 32nm LP-RF Process Project, then IBM and Company shall discuss in good faith and use good faith efforts to encourage the Management Committee for such Development Project to discuss a mutually agreeable and commercially reasonable recovery plan for such Development Project. XXXXX shall be solely responsible for any additional cost incurred in executing the commercially reasonable recovery plan established by the Management Committee but, for clarity, only to the extent such recovery plan occurs during the then-current Project Term for the Project Agreement. In the event that recovery plan extends beyond the then-current Project Term for the Project Agreement, parties hereto shall mutually agree on the additional costs, if any, to execute the recovery plan.

(c) All Company payments to IBM under this Participation Agreement shall be made by wire transfer to the IBM account listed below; shall be free of all banking charges; and shall be paid in U.S. dollars:

IBM Corporation
Director of Licensing
PNC BANK
500 First Avenue
Pittsburgh, PA 15219
Account No. 1017306369
ABA Routing No. 043000096
License Reference No. L065073

The following information shall be included in the wire detail:

Company Name
Reason for Payment
License Reference No. L065073

(d) Company shall be liable for interest on any overdue payment under this Participation Agreement commencing on the date such payment becomes due at an annual rate equal to XXXXX. If such interest rate exceeds the maximum legal rate in the jurisdiction where a claim therefore is being asserted, the interest rate shall be reduced to such maximum legal rate.

IBM — CHARTERED CONFIDENTIAL 11 IBM — Chartered Participation Agreement

Confidential Treatment Requested
The portions of this document marked by “XXXXX” have been omitted pursuant to a request for confidential treatment
and have been filed separately with the Securities and Exchange Commission

(e) In further consideration for Company’s right to participate in (i) the Development Projects commencing as of January 1, 2007, and (ii) the 3-Way ECTS Agreement commencing as of July 17, 2006, Company shall XXXXX.

(f) Royalty Payments.

(i) Company shall, subject to the exceptions set forth below, pay IBM a royalty on each Sale of a LP-RF Product according to the tables below, XXXXX.

(ii)

Company shall pay to IBM all royalties accrued under this Section 5(f) within forty-five (45) days after the end of each calendar quarter in which such royalties accrued. In the event that Company is required to withhold taxes from the royalty payments due to IBM, Company shall be entitled to deduct such taxes from the payment due to IBM and to pay the same to the appropriate taxing authority. Company will provide IBM with documentation evidencing such payments with the applicable royalty payment. Company shall report to IBM the date of its first Sale of (i) an LP-RF Product within forty-five (45) days after its occurrence, and (ii) an LP-RF Qualified Product. Company shall provide IBM with a written report explaining how the amount of the payment was calculated, including the number of LP-RF Products Sold during the quarter, by customer, and by node and the aggregate amount of all royalties due; it being agreed that Company may mask the name of the individual companies. If Company is selling LP-RF Products other than in wafer form, Company shall also calculate and report the equivalent wafers based upon the chip size and the average yield (e.g. wafer final test and module final test) by customer, by product and by node. Company shall submit a written report to the IBM Director of Licensing at IBM Corporation, North Castle Drive, MD-NC119, Armonk, NY 10504-1785, USA; Facsimile: (914) 765-4380 setting forth the quantity of LP-RF Product Sold to Company’s customers during the previous calendar quarter. Overdue amounts shall be subject to an interest charge of the lesser of eighteen percent (18%) of the total amount due, or the maximum percentage rate allowable by applicable law.

For three (3) years after royalties are payable pursuant to Section 5(f), Company shall maintain a complete, clear and accurate record of the number of LP-RF Products and type of LP-RF Products Sold by customer to determine whether Company is paying the correct royalty amount hereunder. To ensure compliance with Section 5(f), IBM shall have the right to inspect and audit periodically the relevant accounting and sales books and records of Company. The time period that is audited by IBM will not be subject to subsequent audits. The audit will be conducted by an independent certified public accounting firm mutually acceptable to the parties hereto, and shall be conducted following reasonable prior written notice during regular business hours at Company’s offices and in such a manner as not to interfere with Company’s normal business activities. As a condition of such audit, Company may, at its sole discretion, (i) require the auditor to sign a reasonable confidentiality agreement to protect the confidential information of Company, (ii) limit the auditor to providing IBM with a written report of the audit results, not any other Company confidential information, and (iii) require the auditor to provide Company with a copy of such auditor’s report

IBM — CHARTERED CONFIDENTIAL 12 IBM — Chartered Participation Agreement

Confidential Treatment Requested
The portions of this document marked by “XXXXX” have been omitted pursuant to a request for confidential treatment
and have been filed separately with the Securities and Exchange Commission

promptly. In no event shall audits be made hereunder more frequently than once every twelve (12) months, unless an audit reveals an issue, in which case such audits may be more frequent. If any audit should disclose any underpayment, Company shall promptly (but in any event within forty-five (45) days) pay the difference. The independent certified public accounting firm’s fee will be paid by IBM unless the report of the independent certified public accounting firm determines that Company has underpaid royalties during the period of the audit in an amount exceeding five percent (5%) of the royalties owed. In the event such an underpayment is reported, IBM shall provide an original invoice to Company, and Company shall pay the independent certified public accounting firm’s fee within forty-five (45) days of the receipt of such original invoice. In the event an overpayment is reported, IBM shall provide Company with a credit within forty-five (45) days in the amount of such overpayment to be applied against Company’s future royalty obligations.

(g) IBM agrees to send a confirmation to Company substantially in the form attached hereto as Exhibit K within twenty-two (22) days following the end of the calendar quarter. If for any reason this date does not meet the needs of the parties hereto, the parties hereto shall mutually and promptly agree on a resolution.

6. Limitation Amount. Notwithstanding the Limitation Amount provided in each of the Project Agreements, the Limitation Amount as between IBM and Company for all Development Projects in the aggregate is a total of XXXXX.

7. Confidentiality; Information Transfers; Licenses to Background Know-How.

(a) In addition to the disclosure rights of Company pursuant to Section 7 (Information Transfers) of the Master Terms and pursuant to the Project Agreement (including Section 4 of the Project Agreement), Company may disclose the Specific Results and Background Know-How from each of the Bulk Projects and LP-RF CMOS Projects as provided on Exhibit E.

(b) Notwithstanding anything contained in the Agreement, Company may not, without IBM’s prior written agreement, which agreement is not to be unreasonably withheld, use IBM’s Background Know-How for the Enablement Agreements relating to DFM Checking Deck Technology to aid in the creation of Foundry Products using any 90 nm Bulk CMOS process technology.

(c) Notwithstanding IBM’s disclosure rights pursuant to Section 7.9 of the Master Terms, IBM’s rights to disclose Specific Results and Background Know-How from the 22nm Bulk Process Project, the 32nm Bulk Process Project and the 45nm Bulk Process Project to Foundry Companies and Pure Play Foundries are limited as set forth in Exhibit F; provided, however, such limitation does not preclude IBM from granting IFX the disclosure and use rights identified in Exhibit G. In addition and for clarification purposes, IBM’s disclosure rights under Section 7.9 of the Master Terms are subject to appropriate confidentiality terms that, at a minimum, have a term of confidentiality consistent with those imposed on IBM under the Agreement and that limit such Third

IBM — CHARTERED CONFIDENTIAL 13 IBM — Chartered Participation Agreement

Confidential Treatment Requested
The portions of this document marked by “XXXXX” have been omitted pursuant to a request for confidential treatment
and have been filed separately with the Securities and Exchange Commission

Party’s use of such Specific Results and Background Know-How in accordance with the terms and conditions consistent with those in the Agreement.

(c) Notwithstanding IBM’s disclosure rights pursuant to Section 7.9 of the Master Terms, IBM shall not disclose the Company Unique XXXXX without Company’s prior written consent.

(d) Company shall not disclose to any Third Party the identity of any other Participating Party unless and until IBM or such Participating Party grants Company permission to make such a disclosure.

(e) As between IBM and Company, Section 9.1 of the Master Terms is amended and restated as follows:

9.1 Notwithstanding any other provisions of the Agreement, to the extent that such use does not infringe the valid patents, patent applications, registered designs, or copyrights of another Party, and subject to the provisions of Section 7, each Party shall be free to use the residuals of Specific Results, another Party’s Background Know-How, Proprietary Tools, if any, and other confidential information received pursuant to Section 7.2, above, for any purpose, including use in the development, manufacture, marketing, and maintenance of any products and services. The term “residuals” means that information in non-tangible form which is mentally retained by those Representatives of a Party who have had access to Specific Results, the Background Know-How, and/or Proprietary Tools, if any, of another Party, pursuant to the Agreement. The Parties agree that the receipt of Specific Results, the Background Know-How, and/or Proprietary Tools, if any, of another Party shall not create any obligation in any way limiting or restricting the assignment and/or reassignment of a Party’s Representatives within that Party and its Wholly Owned Subsidiaries and in the case of Company, to any Chartered Jointly Owned Facility. For the avoidance of doubt, the foregoing residuals grant shall also apply to (i) employees of Chartered Jointly Owned Facilities, and (ii) employees of other owners of such Chartered Jointly Owned Facilities; provided, however, that in the case of such employees of other owners of such Chartered Jointly Owned Facilities, disclosure of residuals shall be subject to Section 7.

8. Assignment. Neither IBM nor Company shall assign any of its rights or obligations under the Agreement without prior written consent of the other party. Notwithstanding the preceding sentence, IBM may assign or transfer its rights to receive payment under the Agreement to any party upon written notice to Company, and either IBM or Company may assign or transfer any of its rights and obligations to a Wholly Owned Subsidiary upon written notice to the other party, provided that (i) the assigning or transferring party agrees that such assignee or transferee will remain (and it does remain) a Wholly Owned Subsidiary of such party, (ii) such Wholly Owned Subsidiary is capable of performing, either directly or indirectly, all the obligations of the assigning party set forth in the Agreement, and (iii) the assigning party guarantees the performance

IBM — CHARTERED CONFIDENTIAL 14 IBM — Chartered Participation Agreement

of such Wholly Owned Subsidiary. Any attempted assignment in violation of this clause is null and void.

9. Termination. In addition to Section 12 of the Master Terms, the following termination terms and conditions apply as between IBM and Company:

(a) In the event IBM terminates Company’s participation in one or more of such Development Projects pursuant to Sections 12.3, 12.4(b) or 12.4(c) of the Master Terms, then this Participation Agreement shall automatically cease to apply vis-à-vis such terminated Development Projects and all references to such terminated Development Projects shall be rendered void as of such termination. For the avoidance of doubt, the provisions of this Participation Agreement shall continue to be valid and binding upon the parties vis-à-vis the Development Projects which have not been terminated.

(b) IBM may immediately terminate the Company’s right to participate in the Development Project(s) and terminate this Participation Agreement as to all Development Projects if Company suffers a Change of Control.

(c) The following Sections of this Participation Agreement shall survive and continue to bind IBM and Company and their legal representatives, successors and assigns after the expiration or termination of this Participation Agreement: 1, 2, 5(c), 5(d), 5(e), 5(f), 6, 7, 9, 10, 11, 12, Exhibit E, Sections 7.9.1 and 7.9.2 of Exhibit F, and Exhibit G (but in the case of Exhibit E, Sections 7.9.1 and 7.9.2 of Exhibit F and Exhibit G, only for termination by Company, or for expiration or termination by IBM pursuant to Section 9(b) of this Participation Agreement, and only with respect to any Bulk Project that has completed L2 prior to such expiration or termination of this Participation Agreement); provided, however, a Company’s surviving license and disclosure rights pursuant to Section 7 only apply to the information as it existed at the end of its participation in the applicable Development Project. In addition, certain provisions of the Master Terms and Project Agreement survive, as detailed in each agreement, respectively. For the avoidance of doubt, Company’s obligation to pay or to make further cost sharing payments pursuant to Section 5(a) of this Participation Agreement shall immediately cease upon expiration or termination of this Participation Agreement for any reason whatsoever except such payments shall continue where the Parties have, prior to such expiration or termination, reached applicable L2 (or the applicable Development Project completion) for a Development Project before the end of the applicable Project Term.

(d) Notwithstanding any provision in this Participation Agreement to the contrary, if IBM is authorized, pursuant to Section 12.6 of the Master Terms, to terminate all licenses and disclosure rights it granted to Company, then IBM is also authorized to terminate all license and disclosure rights granted to Company pursuant to Section 7 and the remainder of this Participation Agreement.

(e) Termination of this Participation Agreement terminates Company’s participation in all Development Projects covered by this Participation Agreement, but such termination does not, in and of itself, affect any other agreements between IBM and Company, including other development projects being pursued under other participation agreements.

IBM — CHARTERED CONFIDENTIAL 15 IBM — Chartered Participation Agreement

Confidential Treatment Requested
The portions of this document marked by “XXXXX” have been omitted pursuant to a request for confidential treatment
and have been filed separately with the Securities and Exchange Commission

10. Patent Licenses/No Patent Licenses. As contemplated in Section 8 of the Master Terms, Exhibit A sets forth whether Company is a Patent Participating Party for each of the respective Development Projects.

11. Company Information; Participating Parties. In connection with Company’s execution of this Participation Agreement, Company shall also complete and execute one (1) Participating Party Notification attached as Exhibit C for each Development Project. IBM shall provide a copy of each such Participating Party Notification to the other respective Participation Parties in order to, among other things, demonstrate Company as a Participating Party in each such Development Project. Notwithstanding anything in the respective Agreement to the contrary, Company expressly permits IBM to share the following information with Third Parties who IBM believes may wish to participate in the subject Development Project(s): (i) the identity of the Company and (ii) whether Company is a Patent Participating Party for the applicable Development Project(s).

12. General.

(a) This Participation Agreement supplements the respective Project Agreement (including the Master Terms) and provides supplemental information as between IBM and the Company that was intentionally omitted from the respective Project Agreement. Therefore, this Participation Agreement is not a stand-alone agreement, but as between IBM and Company, merges with and becomes part of the terms and conditions of the Project Agreement. There are no intended third party beneficiaries to this Participation Agreement, including the other Participating Parties; provided, however, Company is executing and providing a Participating Party Notification for each Development Project, and such document is for the express benefit of all Participating Parties. Company agrees to execute and deliver to IBM after January 1, 2007 such other documents and agreements and to take such other actions as may be necessary or desirable in order to consummate or implement expeditiously the transactions contemplated by this Participation Agreement and the rest of the Agreement.

(b) This Participation Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but each of which together shall constitute one and the same agreement. Confirmed facsimile signatures shall have the same effect as original signatures for the purpose of executing or amending the Participation Agreement. Once signed by IBM and Company, any reproduction of this Participation Agreement by reliable means (e.g. a facsimile, electronic scanning, or photocopy) shall be considered an original.

(c) XXXXX

13.	XXXXX.
14.	XXXXX
15.	XXXXX.

IBM — CHARTERED CONFIDENTIAL 16 IBM — Chartered Participation Agreement

Confidential Treatment Requested
The portions of this document marked by “XXXXX” have been omitted pursuant to a request for confidential treatment
and have been filed separately with the Securities and Exchange Commission

16.	XXXXX.
17.	XXXXX.
18.	XXXXX.
19.	XXXXX.
20.	XXXXX.
21.	XXXXX.
22.	Intentionally Omitted

23.	XXXXX.
24.	XXXXX
25.	XXXXX.

26. Dispute Resolution. Notwithstanding Section 18.3 of the Master Terms, in the event of any dispute between the parties hereto relating to rights and obligations pursuant to this Participation Agreement, excluding items specific to a particular Project Agreement, and as a condition precedent to any party hereto filing suit, instituting a proceeding or seeking other judicial or governmental resolution in connection therewith, the parties hereto will attempt to resolve such dispute by negotiation in accordance with the following dispute resolution process. Excepting only that a party hereto may institute a proceeding seeking an order for payment of any sum properly due and unpaid, a preliminary injunction, temporary restraining order, or other equitable relief, if necessary in the opinion of that party hereto to avoid material harm to its property, rights, or other interests, before commencing or at any time during the course of, the dispute procedure in this Section 26.

26.1	Such negotiations shall first involve the following representatives, or the manager of strategic development for either party hereto, who will exercise reasonable efforts to resolve such dispute within thirty (30) days of their receipt of a written referral to them in a resolution of the dispute.
	Chartered Representative:	XXXXX
	IBM Representative:	XXXXX
26.2	If the negotiations between the aforementioned representatives do not result in a resolution of the dispute, the dispute will be referred in writing to the appropriate executives who shall discuss and meet

IBM — CHARTERED CONFIDENTIAL 17 IBM — Chartered Participation Agreement

Confidential Treatment Requested
The portions of this document marked by “XXXXX” have been omitted pursuant to a request for confidential treatment
and have been filed separately with the Securities and Exchange Commission

	in person, if necessary, in order to attempt to negotiate a resolution to the dispute. The following are the appropriate executives, who can be changed upon written notice by the respective parties hereto.
	Chartered Executive:	XXXXX
	IBM Executive:	XXXXX
26.3	Except as set forth above, neither party hereto shall file suit, institute a proceeding, or seek other judicial or governmental resolution of the dispute until at least thirty (30) days after the first meeting or discussion between the appropriate executives.

[REMAINDER OF THE PAGE INTENTIONALLY LEFT BLANK]

IBM — CHARTERED CONFIDENTIAL 18 IBM — Chartered Participation Agreement

IN WITNESS WHEREOF, IBM and Company have caused this Participation Agreement to be executed by their duly authorized representatives on the respective dates identified below, agreeing that this Participation Agreement is effective as of the Participation Effective Date.

CHARTERED SEMICONDUCTOR	INTERNATIONAL BUSINESS
MANUFACTURING LTD.	MACHINES CORPORATION
/s/ Chia Song Hwee By (Sign)	/s/ Michael Cadigan By (Sign)
Chia Song Hwee Name (Print)	Michael Cadigan Name (Print)
President and CEO Title	General Manager, Semiconductor Solutions Title
March 26, 2008 Date	March 26, 2008 Date

IBM — CHARTERED CONFIDENTIAL 19 IBM — Chartered Participation Agreement

Confidential Treatment Requested
The portions of this document marked by “XXXXX” have been omitted pursuant to a request for confidential treatment
and have been filed separately with the Securities and Exchange Commission

          EXHIBIT A — DEVELOPMENT PROJECTS

XXXXX

IBM — CHARTERED CONFIDENTIAL 20 IBM — Chartered Participation Agreement

Confidential Treatment Requested
The portions of this document marked by “XXXXX” have been omitted pursuant to a request for confidential treatment
and have been filed separately with the Securities and Exchange Commission

EXHIBIT B — COMPANY STAFFING

XXXXX

IBM — CHARTERED CONFIDENTIAL 21 IBM — Chartered Participation Agreement

EXHIBIT C — PARTICIPATING PARTY NOTIFICATION.

Re: Participating Party Notification — Joint Development Project Development Agreement for [_______] (“Development Project”) dated as of [____________].

To the Participating Parties (current and future) in the Development Project:

[_______________] (“Company”) represents and warrants to IBM and the Participating Parties (for clarity, current and future) in the above-referenced Development Project that: (i) [_______________] has joined the above-referenced Development Project as a Participating Party as of the date listed below by signing a Participation Agreement with IBM, and (ii) Company and the other Participating Parties are each directly contracted to IBM and to each other based upon the terms and conditions of the Project Agreement (including the Master Terms), without the need for any additional documentation or signatures by any Party, and (iii) Company is estopped from contesting its direct privity of contract between itself and the other Participating Parties, and between itself and IBM on such terms and conditions. All terms not defined herein are defined in the Project Agreement.

Below is specific information applicable to the Company for the above-referenced Development Project:

1.	Company Name and Address: [____________].
2.	Company [is] [is not] a “Patent-Participating Party” for the above-referenced Development Project (See Section 8.6 of the Master Terms).
3.	“Notice Address” for the Company (See Section 13 of the Master Terms): [____________]
4.	Company “Designated Executive” and contact information (See Section 18 of the Master Terms): [____________]
5.	Company “Management Committee Member” and contact information (See Section 13 of the Master Terms): [____________]
6.	Company “Project Leader” and contact information (See Section 13 of the Master Terms): [____________]
7.	Company “Technical Coordinator” and contact information (See Section 13 of the Master Terms): [____________]
8.	Company “Steering Committee Member” and contact information (See Section [_____] of the Project Agreement): [____________]

IBM — CHARTERED CONFIDENTIAL 22 IBM — Chartered Participation Agreement

9. Company is currently scheduled to participate in the Development Project from _________ until _________, but the actual end date is subject to change without advance notice to the other Participating Parties.

Except for item 2 above, Company may update the representatives, contact, and notice information provided above. If Company elects to do so, it shall provide the revised information to the IBM Designated Executive for inclusion on the Project Database. No update is effective until reflected on the Project Database.

This document is non-confidential, and Company requests that IBM provide the above information to all Participating Parties and update the Project Database to reflect the above information.

[COMPANY NAME]

By:

Name:

Title:

Date:

IBM — CHARTERED CONFIDENTIAL 23 IBM — Chartered Participation Agreement

Confidential Treatment Requested
The portions of this document marked by “XXXXX” have been omitted pursuant to a request for confidential treatment
and have been filed separately with the Securities and Exchange Commission

EXHIBIT D — PARTICIPATING PARTIES (as of the Participation Effective Date)

DEVELOPMENT PROJECT	PARTICIPATING PARTIES
45nm Bulk-Industry Standard Semiconductor Process Technology	1. Freescale Semiconductor, Inc.
	2. Infineon Technologies A.G.
	3. Samsung Electronics Co., Ltd
32nm Bulk-Industry Standard Semiconductor Process Technology	1. Freescale Semiconductor, Inc.
	2. Infineon Technologies A.G.
	3. Samsung Electronics Co., Ltd
	4. Toshiba Corporation
	5. ST Microelectronics N.V.
22nm Bulk-Industry Standard Semiconductor Process Technology	1. ST Microelectronics N.V.
	2. Samsung Electronics Co., Ltd
45nm Bulk-Industry Standard Enablement Technology	1. Freescale Semiconductor, Inc.
	2. Infineon Technologies A.G.
	3. Samsung Electronics Co., Ltd
32nm Bulk-Industry Standard Enablement Technology	1. Freescale Semiconductor, Inc.
	2. Infineon Technologies A.G.
	3. Samsung Electronics Co., Ltd
	4. ST Microelectronics N.V.
22nm Bulk-Industry Standard Enablement Technology	None
65nm LP-RF CMOS Semiconductor Process Technology	1. Samsung Electronics Co., Ltd
45nm LP-RF CMOS Semiconductor Process Technology	1. Samsung Electronics Co., Ltd
32nm LP-RF CMOS Semiconductor Process Technology	1. Samsung Electronics Co., Ltd
65nm LP-RF CMOS Enablement Technology	1. Samsung Electronics Co., Ltd
45nm LP-RF CMOS Enablement Technology	None
32nm LP-RF CMOS Enablement Technology	None
XXXXX	None
XXXXX	None
XXXXX	None
65nm Bulk-Industry Standard Design for Manufacturing Technology	1. Samsung Electronics Co., Ltd
45nm Bulk-Industry Standard Design for Manufacturing Technology	1. Samsung Electronics Co., Ltd

IBM — CHARTERED CONFIDENTIAL 24 IBM — Chartered Participation Agreement

Confidential Treatment Requested
The portions of this document marked by “XXXXX” have been omitted pursuant to a request for confidential treatment
and have been filed separately with the Securities and Exchange Commission

EXHIBIT E — ADDITIONAL CHARTERED DISCLOSURE RIGHTS RELATED TO THE BULK PROJECTS AND LP-RF CMOS PROJECTS.

1. Intentionally Omitted

2. Intentionally Omitted.

3. Intentionally Omitted.

4. Intentionally Omitted.

5. Intentionally Omitted.

6. Intentionally Omitted.

7.0 — 7.6 Intentionally Omitted.

7.7 In addition to Company’s right to disclose Specific Results and Background Know-How for each of the Bulk Projects and LP-RF CMOS Projects to its Wholly Owned Subsidiaries pursuant to Section 7.5 of the Master Terms, Company shall have the right to disclose the same to Chartered Jointly Owned Facilities, as set forth in this Section 7.7 of Exhibit E. Company may authorize Chartered Jointly Owned Facilities to whom it has disclosed such Specific Results and Background Know-How pursuant to this Section 7.7 of Exhibit E to exercise some or all of its rights to disclose Specific Results and Background Know-How under and in accordance with this Section 7.7 of this Exhibit E.

7.7.1	XXXXX.
7.7.2	XXXXX.
7.7.3	XXXXX.
7.7.4	IBM shall have the following audit rights. IBM shall nominate three (3) independent auditors, from which Company shall select one, to conduct, within five (5) working days for all Chartered Jointly Owned Facilities except those described in Section 7.7.5 of this Exhibit E, below, for which the time period shall be ten (10) working days prior notice to Company and no more frequently than semiannually for all Chartered Jointly Owned Facilities except those described in Section 7.7.5 of this Exhibit E, for which the frequency shall be no more than once per year (or, at IBM’s option, as frequently as once a quarter should an audit uncover a material noncompliance), an audit of the Chartered Jointly Owned Facility(ies) which have received Specific Results and/or Background Know-How from Company to assure compliance with this Section 7.7 of this Exhibit E. Such auditor shall enter into a confidentiality agreement with Company

IBM — CHARTERED CONFIDENTIAL 25 IBM — Chartered Participation Agreement

Confidential Treatment Requested
The portions of this document marked by “XXXXX” have been omitted pursuant to a request for confidential treatment
and have been filed separately with the Securities and Exchange Commission

	and/or with IBM (in which case the agreement would include a provision under which Company would be granted third party beneficiary status (or the equivalent under whatever law applies to the agreement) with an independent right to enforce the applicable provisions of such confidentiality agreement as they pertain to Company’s confidential information) sufficient to limit use and disclosure by such auditor solely to determine Company’s compliance with its obligations under this Section 7.7 of this Exhibit E and shall not disclose to IBM any Company confidential information other than that necessary to understand any noncompliance situation. In the absence of a finding of noncompliance such auditor shall not be present at such Chartered Jointly Owned Facility for more than five (5) working days.
7.7.5	In the case of Chartered Jointly Owned Facilities Fab 5 and Fab 6, information that would disclose detailed aspects of the Specific Results and Background Know-How shall only be disclosed to those Company employees and employees of such Chartered Jointly Owned Facility (including those who may have been employees of one of the other owners) that in Company’s opinion and sole discretion have a need to know for purposes of carrying out their duties in such Chartered Jointly Owned Facility. The foregoing information shall not be transferred to other owners(s) of such Chartered Jointly Owned Facilities, employees of such other owner(s) (except as set forth in the following sentence), or any other Third Party. Without limiting the foregoing, the Parties agree that incidental access to general aspects of Specific Results and Background Know-How (e.g. as part of normal operational briefings) by employees of such other owner(s) that are otherwise resident at or assigned to such Chartered Jointly Owned Facility shall not be considered a breach of this Section 7.7.5 of this Exhibit E.
7.7.6	In the case of Chartered Jointly Owned Facilities that are established after December 15, 2004 (including but not limited to Chartered’s Fab 7 Facility if it becomes a Chartered Jointly Owned Facility), the following shall apply:
7.7.6.1	Other than Company, XXXXX (however, Company may add XXXXX with the prior written consent of IBM, which consent shall not be unreasonably withheld) (none of which are XXXXX) may be co-owners with Company in Chartered’s Fab 7 Facility and one other Company fabrication facility established after December 15, 2004.
	(a) Provided, however, that the foregoing restrictions shall apply only if employees of a XXXXX are present and have access to or are exposed to any portion of Specific Results or Background Know-How (except as otherwise permitted pursuant to this Section 7.6 of this Exhibit E) at such Chartered Jointly Owned Facility.

IBM — CHARTERED CONFIDENTIAL 26 IBM — Chartered Participation Agreement

Confidential Treatment Requested
The portions of this document marked by “XXXXX” have been omitted pursuant to a request for confidential treatment
and have been filed separately with the Securities and Exchange Commission

	(b) For purpose of this Section 7.7.6 of this Exhibit E, XXXXX means a Third Party who has a XXXXX; provided, however, that XXXXX does not include the following entities: XXXXX or one or more Participating Parties under such Bulk Project and LP-RF CMOS Projects (provided that such Participating Party has a license to the applicable Bulk Project and LP-RF CMOS Project information at the time the Specific Results and Background Know-How from such Project are utilized in such facility), or a Third Party who is merely a financial investor in such Chartered Jointly Owned Facility, and the restrictions set forth in Sections 7.7.6.1, 7.7.6.2 and 7.7.6.4 of this Exhibit E shall not apply to any such parties. In addition, XXXXX shall not include XXXXX.
7.7.6.2	Company agrees that the access or exposure provided to the XXXXX employees described in Section 7.7.6.1 (a) of this Exhibit E, shall be limited to that necessary, in Company’s reasonable opinion in order to carry out their responsibilities in such Chartered Jointly Owned Facility. Such employees of XXXXX shall have no right to take any portions of the Specific Results or Background Know-How (other than residuals as defined in Section 9.1 of the Master Terms, which shall still be considered confidential and subject to Section 7 of the Master Terms) outside the Chartered Jointly Owned Facility. In the event that such employees are present and regardless of the type and amount of such access by such employees as described in Section 7.7.6.1(a) of this Exhibit E, such Chartered Jointly Owned Facility shall pay a royalty of XXXXX. Such royalty shall be split equally between Company and IBM. Such royalty shall be paid as follows:
(a)	such royalty shall be due and payable, as set forth in Section 7.7.6.2 (c) of this Exhibit E, upon shipment to the XXXXX for all production wafers fabricated within XXXXX from the date of the first production shipment with purchase order (excluding shipment of prototypes and design evaluation hardware) of wafers to the XXXXX; and
(b)	if any Specific Results are utilized in a Chartered Jointly Owned Facility then such royalty shall apply for XXXXX from the date of first production shipment of any wafers using the Bulk CMOS from the applicable Bulk Project and LP-RF CMOS Projects;
(c)	all such royalties payable to IBM shall be payable directly from such Chartered Jointly Owned Facility within forty five (45) days after the end of each calendar quarter to the account identified by IBM. In addition, Company shall or shall cause such Chartered Jointly Owned Facility to submit to IBM and Company a report setting forth the quantity of Semiconductor Products Sold to the XXXXX and total Net Selling Price for the previous quarter. Such report shall be submitted within forty five

IBM — CHARTERED CONFIDENTIAL 27 IBM — Chartered Participation Agreement

Confidential Treatment Requested
The portions of this document marked by “XXXXX” have been omitted pursuant to a request for confidential treatment
and have been filed separately with the Securities and Exchange Commission

	(45) days after the end of each calendar quarter to the Director of Licensing (in IBM’s case) and to the Chief Financial Officer (in Company’s case) at the address identified for each, whether or not any royalty is due for such quarter.
	Should a XXXXX wish to receive (before such time as Company has the right to disclose directly to such XXXXX pursuant to Section 7.11 of this Exhibit E or other provisions of the Agreement) the Specific Results and Background Know-How, other than as set forth above, it may request a license to do so from IBM. Should IBM grant such a license to one of the XXXXX set forth in Section 7.7.6.1 of this Exhibit E (at any time before Company has the right to do so directly pursuant to Section 7.11 of this Exhibit E or the other provisions of the Agreement), which XXXXX was referred to IBM by Company, IBM agrees to XXXXX the license fee and royalty payments from such license with Company and Company’s share of such license fee and royalty payments shall be paid directly to Company by the licensee; provided, however, that such obligation to share such fees and royalties shall not apply to (a) any amounts for related services such as technology transfer, support, and maintenance, or any amounts for other arrangements such as revenue from the Sales of Semiconductor Products any other form (e.g. wafer or die) containing an Integrated Circuit(s); (b) any license or other arrangement with such XXXXX entered into prior to the date it became an owner of such Chartered Jointly Owned facility, or any grant of license or other arrangement that does not include a license grant to the XXXXX for Specific Results and Background Know-How; or (c) any patent cross-license agreement between IBM and the XXXXX. In addition, IBM shall include a provision in the license agreement requiring the licensee to submit to Company a report setting forth the fees and royalties for the previous quarter and the method of calculation therefor. Such report shall be submitted within thirty (30) days after the end of each calendar quarter to the person designated and at the address designated by the party, whether or not any fees or royalties are due for such quarter.
7.7.6.3	Other than as set forth in Section 7.7.6.2 of this Exhibit E, information that would disclose detailed aspects of the Specific Results and Background Know-How, including but not limited to process recipes, tool settings, specific process flows, or manufacturing process specifications, shall only be disclosed to those Company employees and employees of such Chartered Jointly Owned Facility (including those who may have been employees of one of the other owners) that in Company’s opinion and sole discretion have a need to know for purposes of carrying out their duties in such Chartered Jointly Owned Facility. The foregoing information shall not be transferred to other owners(s) of such Chartered Jointly Owned Facilities, employees of such other owner(s) (except as set forth in the following sentence), or any other Third Party. Without limiting the

IBM — CHARTERED CONFIDENTIAL 28 IBM — Chartered Participation Agreement

Confidential Treatment Requested
The portions of this document marked by “XXXXX” have been omitted pursuant to a request for confidential treatment
and have been filed separately with the Securities and Exchange Commission

	foregoing, the Parties agree that incidental access to general aspects of Specific Results and Background Know-How (e.g. as part of normal operational briefings) by employees of such other owner(s) that are otherwise resident at or assigned to such Chartered Jointly Owned Facility shall not be considered a breach of this Section 7.7.6.3 of this Exhibit E.
7.7.6.4	Company shall secure a written agreement with such XXXXX that are co-owners pursuant to Section 7.7.6.1 of this Exhibit E, by which the other owner agrees that it will abide by the applicable provisions of this Section 7.7 of this Exhibit E.
7.7.7	Should a Chartered Jointly Owned Facility cease to retain the licenses and other benefits provided by the Agreement for any
reason, including by virtue of a) a reduction in the ownership percentage of Company, or b) a failure to abide by the provisions of this Section 7.7 of this Exhibit E, such entity shall retain such licenses notwithstanding such license cessation for a period of time as may be required to enable such entity to fulfill any purchase orders or other legally binding commitments existing as of the date of such license cessation, but such period of time shall not exceed XXXXX. As soon as reasonably practicable after such ownership change, such entity shall indicate in its web sites and other marketing communications channels that it shall no longer offer products made utilizing the rights licensed hereunder. After the date of such license cessation, such entity will not (unless otherwise authorized by IBM) enter into any new supply or other commitments that would require the exercise of rights granted to it by IBM under this Section 7.7 of this Exhibit E.

7.8-7.10 Intentionally Omitted.

7.11 If the Parties do not enter into an agreement by XXXXX to jointly develop a Future Technology for XXXXX, then Company shall have the right (in addition to its other rights under the Agreement) to disclose Specific Results and/or Background Know-How from the Bulk Projects and LP-RF CMOS Projects, to Chartered Joint Development Partners for the purpose of jointly developing Future Technologies for Bulk CMOS, under the following conditions:

(a)	XXXXX; and
(b)	the joint development relationship with the Company Joint Development Partner(s) must be set forth in a written agreement that includes

(i)	XXXXX;
(ii)	XXXXX;
(iii)	a period of confidentiality consistent with that set forth herein; and

IBM — CHARTERED CONFIDENTIAL 29 IBM — Chartered Participation Agreement

Confidential Treatment Requested
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(iv) XXXXX.

7.12	In addition to Company’s rights under the 2-Way 65nm/45nm Process Agreement, the 4-Way Bulk Process Agreement, and Section 4 of the applicable Project Agreement, IBM has no objection if Company permits its customers who rightfully received certain aspects of Specific Results and/or Background Know-How pursuant to such Project or Process Agreement, to further disclose the following portions of such Specific Results and/or Background Know-How directly to contractor(s) who are retained to provide Integrated Circuit design services for such Company customer: XXXXX. Although Company is not required to enter into a direct written agreement with each such customer contractor, Company shall (a) require approval and approve each customer disclosure that is proposed pursuant to the preceding sentence; and (b) require that such disclosures cannot be made without a written agreement between Company’s customer and such customer’s contractor that, at a minimum, requires: (I) a term of confidentiality consistent with that set forth in the Agreement, and (II) limits such contractor’s use of such information in accordance with terms and conditions consistent with those set forth in the Agreement.
7.13	Company shall have the right (in addition to its other rights under Section 7 of the Master Terms and Section 4 of the Project Agreements) to disclose XXXXX. Such disclosures cannot be made without a written agreement between such Third Party and Company that, at a minimum, shall have a term of confidentiality consistent with that set forth in this Agreement.
7.14	Company shall have the right to enable its authorized recipients of confidential information (including Specific Results and Background Know-How) from the Project Agreement pursuant to Section 4 of the Project Agreement to disclose such information to their related companies, subject to including wording substantially as follows into its confidential disclosure agreements with such authorized recipient:
	“Recipient may disclose the confidential information disclosed to it hereunder to its Related Companies (those companies, corporations or other entities that owns or controls more than 50% of Recipient, or those companies, corporations or other entities that Recipient owns or controls by more than 50%, or those companies, corporations or other entities that are under common ownership or control (over 50%) as Recipient), on a need to know basis solely in furtherance of Recipient’s permitted uses of such information, on the condition that the Recipient will have executed or shall execute appropriate agreements with such Related Companies to enable it to comply with all the provision of the confidentiality agreement, including but not limited to a confidentiality term no less than that set forth herein.”

IBM — CHARTERED CONFIDENTIAL 30 IBM — Chartered Participation Agreement

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EXHIBIT F — LIMITATIONS ON AND CONDITIONS OF CERTAIN XXXXX FROM THE 22NM BULK PROCESS PROJECT, 32NM BULK PROCESS PROJECT, AND THE 45NM BULK PROCESS PROJECT TO XXXXX.

XXXXX

IBM — CHARTERED CONFIDENTIAL 31 IBM — Chartered Participation Agreement

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EXHIBIT G — ADDITIONAL IBM DISCLOSURE AND SUBLICENSE RIGHTS FOR THE BULK & ENABLEMENT TECHNOLOGIES.

1. Notwithstanding any limitations and conditions imposed upon IBM pursuant to Exhibit F, IBM retains the right to grant the disclosure and license rights specified below to IFX based upon the substantially similar terms and conditions. Subject to IFX being a Participating Party or Partial Participating Party in the applicable Bulk Process Project, if IBM grants the rights contemplated by the below Section 7.5.1 for the 22nm Bulk CMOS, the 32nm Bulk CMOS and the 45nm Bulk CMOS, XXXXX.

7.5 Rights of IFX to Disclose to Joint Manufacturing Facilities and Third Parties.

7.5.1 IFX shall have the right to disclose Specific Results and Background Know-How from a Bulk Project to XXXXX Joint Manufacturing Facilities, XXXXX. Such disclosure of Specific Results and/or Background Know-How shall not occur prior to L1 of the applicable Bulk CMOS, and must be subject to a written agreement between IFX and such recipient Third Party that, at a minimum, shall have a term of confidentiality consistent with that set forth the Agreement, and that limits such recipient’s use of such information in accordance with terms and conditions consistent to those set forth in the Agreement.

     (a) IFX on behalf of itself and its Subsidiaries hereby agrees to treat XXXXX (the “ROFR Members”) as preferred suppliers for Semiconductor Products fabricated using such Specific Results and Background Know-How, which means that IFX and its Subsidiaries shall provide to each of the ROFR Members a rolling, long range capacity/production forecasts for such products. As part of such status as preferred suppliers, prior to any disclosure of such Specific Results and Background Know-How to such Joint Manufacturing Facility, IFX and its Subsidiaries shall offer to each of the ROFR Members the opportunity to fabricate the Semiconductor Products in question. IFX has to take reasonable steps in order to allow each of the ROFR Members a reasonable opportunity to manufacture Semiconductor Products for IFX that are based on such technology. IFX shall negotiate in good faith with each of the ROFR Members to establish a manufacturing agreement that specifies the necessary conditions to satisfy IFX’s manufacturing requirements, e.g., lead time sufficient to install and qualify the Semiconductor Products, commitment on volume, and yield plans. If one or more of the ROFR Members responds in a reasonable period of time to the IFX requests for a quote for such Semiconductor Products and offers IFX or its Subsidiary price, quantity, availability, and quality terms for such production that are in the aggregate competitive to those offered to IFX or its Subsidiary, as the case may be, by another semiconductor

IBM — CHARTERED CONFIDENTIAL 32 IBM — Chartered Participation Agreement

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manufacturer, then IFX shall not carry out such disclosure to such Joint Manufacturing Facility.

     (b) Information that would disclose detailed aspects of Specific Results and Background Know-How for a given Bulk Project, including but not limited to process recipes, tool settings, specific process flows, or manufacturing process specifications, shall be disclosed only to those IFX employees in such Joint Manufacturing Facility, and employees of such Joint Manufacturing Facility itself (including those who may have been employees of the other owner of such Joint Manufacturing Facility), that in IFX’s opinion and sole discretion have a need to know for purposes of carrying out their duties in such Joint Manufacturing Facility. The foregoing information shall not be transferred to the other owner of such Joint Manufacturing Facility, employees of such other owner(s) (except as set forth in the following sentence), or any other Third Party. Without limiting the foregoing, IBM and IFX agree that incidental access to general aspects of Specific Results and Background Know-How (e.g. as part of normal operational briefings) by employees of such other owner that are otherwise resident at or assigned to such Joint Manufacturing Facility shall not be considered a breach of this Section 7.5.1 of this Exhibit XX;

     (c) Such Joint Manufacturing Facility to which such Specific Results and Background Know-How have been disclosed shall pay a royalty of XXXXX. Such royalty shall be paid to IBM. Such royalty shall be due and payable upon shipment to the other owner for all production wafers fabricated utilizing any Process Module of the Specific Results and Background Know-How for a Bulk Project, within XXXXX from the date of the first production shipment of such wafers fabricated utilizing such process. All such royalties shall be payable directly from such Joint Manufacturing Facility to IBM within thirty (30) days after the end of each calendar quarter, by electronic funds transfer to the respective IBM account identified in the Project Agreement for the applicable Bulk Project. In addition, the Joint Manufacturing Facility shall submit to IBM a report setting forth the quantity of such wafers sold to the other owner and total net selling price for the previous quarter. Such report shall be submitted within thirty (30) days after the end of each calendar quarter to the IBM Director of Licensing at the address set forth in the Project Agreement for the applicable Bulk Project, whether or not any royalty is due for such quarter; and

     (d) IBM shall have the right to appoint an independent, internationally recognized auditor, to audit, at a frequency of not more than once per year (or up to twice a year, for the twelve (12) month period following an audit indicating a noncompliance), on thirty (30) days prior notice, the applicable records of such Joint Manufacturing Facility, to

IBM — CHARTERED CONFIDENTIAL 33 IBM — Chartered Participation Agreement

Confidential Treatment Requested
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verify that it is abiding by the royalty obligations of Section 7.5.1(c) of this Exhibit XX. Such audits shall be carried out during the normal business hours of such Joint Manufacturing Facility. IBM shall bear the cost of such audit unless such audit indicates a noncompliance, in which case such Joint Manufacturing Facility shall bear the cost of such audit.

7.5.2	Intentionally Omitted.
7.5.3	Intentionally Omitted.
7.6	Intentionally Omitted.
7.6A	Intentionally Omitted.
7.7	Intentionally Omitted.
7.8	Intentionally Omitted.
7.9	Intentionally Omitted.
7.10	Intentionally Omitted.
7.10A	Intentionally Omitted.

7.11 IFX shall have the right (in addition to its other rights under this Section 7 of this Exhibit XX) to disclose the Specific Results and Background Know-How from a Bulk Project, as part of a license of substantially the entirety of IFX’s applicable Bulk CMOS as set forth in 7.11.1(A), 7.11.1 (B), and 7.11.2.

7.11.1(A) XXXXX IFX shall not utilize the disclosure right set forth in this 7.11.1(A) of this Exhibit so as to circumvent IFX’s obligations, as set forth elsewhere in the Agreement, to source manufacturing capacity for the applicable Bulk CMOS at the ROFR Partners. XXXXX.

Such disclosures cannot be made without a written agreement between IFX and the recipient Third Party that, at a minimum, shall have a term of confidentiality consistent with that set forth Agreement and that limits such recipient’s use of such information in accordance with terms and conditions consistent with those set forth Agreement.

7.11.1(B) 45nm Bulk CMOS. IFX’s right to disclose (including the confidentiality restrictions thereon) the 45nm Bulk CMOS to a Third Party XXXXX is governed by Section 7.11.1 of the 4-Way Bulk Process Agreement.

7.11.2 Intentionally Omitted.

IBM — CHARTERED CONFIDENTIAL 34 IBM — Chartered Participation Agreement

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EXHIBIT H — COMPANY ASSIGNED TASKS

XXXXX

IBM — CHARTERED CONFIDENTIAL 35 IBM — Chartered Participation Agreement

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EXHIBIT I — XXXXX

IBM — CHARTERED CONFIDENTIAL 36 IBM — Chartered Participation Agreement

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Exhibit J: STRATEGIC TECHNOLOGY OBJECTIVES FOR 32NM LP-RF AND 22NM BULK PROJECTS

XXXXX

IBM — CHARTERED CONFIDENTIAL 37 IBM — Chartered Participation Agreement

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Exhibit K: CONFIRMATION LETTER

[To be sent on IBM’s letterhead]

[Date]

Chartered Semiconductor Manufacturing Ltd.
60 Woodlands Industrial Park D
Street 2
Singapore 738406

Attention: Chief Financial Officer

Re: IBM-Chartered Joint Development Bundle Agreement(s) — [•Q 20XX] Actuals

Please be advised that IBM’s actual gross development spending for [•Q 20XX] was A% of our full year spending. Actual category spending was as follows: Fab operations X%, Manpower Y% and other costs Z%.

The proportion of IBM’s development spending charge to Chartered versus the total development spending projections for [20XX, 20XX, 20XX and 1H20XX] are projected to remain relatively constant year to year.

Likewise the portion of IBM’s development spending charged to Chartered versus the total development spending in a quarter should be consistent with the IBM spend rate. I conclude that B% of the $XXM or $XXM was spent in [•Q 20XX]. Expenses incurred and charged to Chartered out of the gross development spending for 20XX is $XXM.

Yours faithfully

[Name]
[Title]

IBM — CHARTERED CONFIDENTIAL 38 IBM — Chartered Participation Agreement

EX-99.2

Confidential Treatment Requested
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and have been filed separately with the Securities and Exchange Commission

Exhibit 99.2

JOINT DEVELOPMENT PROJECT AGREEMENT

for

22nm BULK-INDUSTRY STANDARD SEMICONDUCTOR
PROCESS TECHNOLOGY

with

INTERNATIONAL BUSINESS MACHINES CORP.

dated

MAY 14, 2007

IBM CONFIDENTIAL 1 Joint Development Project Agreement

Final Version 22nm Bulk-Industry Standard Semiconductor Process Technology

This Joint Development Project Agreement for 22nm Bulk-Industry Standard Semiconductor Process Technology (“Project Agreement”) is made effective as of May 14, 2007 (the “Effective Date”) by and between International Business Machines Corporation (“IBM”), incorporated under the laws of the State of New York, U.S.A. and having an office for the transaction of business at 2070 Route 52, Hopewell Junction, NY 12533, U.S.A, and all Participating Parties.

WHEREAS, IBM has developed and continues to develop leading edge semiconductor manufacturing processes technology and wishes to continue and/or expand such technology development in conjunction with the Participating Parties;

WHEREAS, the Participating Parties seek to undertake such technology development with each other and with IBM based upon the terms and conditions provided in this Project Agreement (including the Master Terms);

WHEREAS, each Participating Party and IBM will also supplement this Project Agreement (including the Master Terms) by executing a Participation Agreement that provides certain supplemental terms and conditions that only govern between IBM and such Participating Party; and

WHEREAS, through the use of complementary skills and know-how the Parties desire to achieve resource efficiencies and cost savings, and reduce the technical risk associated with the development of the subject technology in order to complete development of and utilize leading edge technologies sooner than would be possible with any of the Parties acting independently.

NOW THEREFORE, in consideration of the premises and mutual covenants contained herein, as well as for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows.

1. Additional Definitions. Unless expressly defined and used with an initial capital letter in the Master Terms (as defined below) or the rest of this Project Agreement, words shall have their normally accepted meanings. The following terms shall have the meanings ascribed to them:

“Background Know-How Exclusions” is defined in Section 4(b).

“Bulk CMOS” means CMOS semiconductor manufacturing technology carried out on a wafer that is not an SOI Wafer.

“Bulk CMOS Integrated Circuit” means an Integrated Circuit fabricated utilizing a Bulk CMOS manufacturing process.

“Chip Design(s)” means any design of one or more Integrated Circuits and/or Semiconductor Products, including (by way of example and not limitation) random access memory (RAM)s, read only memory (ROM)s, microprocessors, application specific Integrated Circuits (ASICs) and other logic designs, and analog circuitry; provided,

IBM CONFIDENTIAL 2 Joint Development Project Agreement

Final Version 22nm Bulk-Industry Standard Semiconductor Process Technology

however, that “Chip Designs” shall not include (i) alignment marks or test structures and associated layout and data used in the Development Projects for process development, (ii) process kerf test structures, layout, and data of the test chip(s) (including SRAM or ROM macro cells) as well as such test chips themselves used for the development work of the Development Projects unless any of the foregoing items are specifically excluded (for clarity, to “specifically exclude” such an item means it is included in the definition of Chip Design), or (iii) other product designs as mutually agreed by the Parties to be used as qualification vehicles in the Development Projects unless specifically excluded (for clarity, to “specifically exclude” a product design means it is included in the definition of Chip Design), or (iv) ESD protection devices as used in the project Test Sites and ESD groundrules and models as defined in the Documentation. For the avoidance of doubt, all of (i) through (iv) above shall be treated as Specific Results to the extent utilized in a Development Project.

“22nm Bulk CMOS” also known as “22nm Industry Standard CMOS” means the next major lithography generation Bulk CMOS logic fabrication process technology for 300mm wafers below 32nm, with the target objectives set forth in Exhibit A, attached hereto.

“Development Project” means the technology development project and any sub-projects identified in Exhibit A to this Project Agreement.

“Effective Date” means the date set forth in the preamble of this Project Agreement.

“L1” means yield, process and reliability demonstration on an integrated process Test Site (all JEDEC qualification tests & preliminary functional stress). Qualification criteria will be mutually reviewed for consistency with application requirements. Reliability stresses are as per industry standard criteria and specifications.

“Mask Fabrication and Photoresist Technology” means any process, procedure, Proprietary Tools, Third Party tools, or hardware tool used in the fabrication of photomasks, as well as the photomasks themselves, and/or the formulation and/or manufacture of photoresist; provided, however, that “Mask Fabrication and Photoresist Technology” shall not include Lithography.

“Master Terms” means the Master IBM Joint Development Terms and Conditions March 26, 2007 version.

     “Manufacturing Apparatus” means semiconductor wafer fabrication equipment, flat-panel display fabrication equipment and wafer inspection equipment or components primarily designed for use in such equipment, including, without limitation, software, firmware, microcode or drivers used to cause such equipment to perform its intended function, whether or not such software, firmware, microcode, or drivers are shipped with such equipment or installed separately.

IBM CONFIDENTIAL 3 Joint Development Project Agreement

Final Version 22nm Bulk-Industry Standard Semiconductor Process Technology

“Participating Party Qualification” also known as the “Participating Party L2” means the successful completion of foundry standard stress on a product and/or a product like vehicle with mixed signal, digital, and SRAM elements and with manufacturing process routing defined, in the Participating Party’s manufacturing facility for 300mm Wafers.

“Party” means IBM and each Participating Party in the Development Project.

“Project Agreement” means the terms and conditions of this Joint Development Project Agreement for 22nm Bulk-Industry Standard Semiconductor Process Technology dated May14, 2007, together with (i) any exhibits, attachments and appendices hereto, and (ii) the “Participating Party Notification” for each Participating Party.

“Project Term” is defined in Section 6.

“Qualification” also known as “L2” and means the successful completion of foundry standard stress (i.e. a stress which is based upon industry standard criteria and specifications) on a product and/or a product like vehicle with mixed signal, digital, and SRAM elements and with manufacturing process routing defined, in the IBM manufacturing line for 300mm Wafers and consistent with the Strategic Technology Objectives as set forth in Exhibit A.

“Silicon-Germanium Technology” or “SiGe Technology” means semiconductor fabrication processes and design techniques incorporating silicon and germanium layers, including those processes and design techniques for use in HEMTs, photodetectors, HBTs or any other applications of bipolar transistors, provided, however, “SiGe Technology” shall not include strained silicon channel MOSFET or any mobility enhancement techniques for FETs carried out on high performance Integrated Circuit wafers.

“Silicon-On-Insulator Wafer” or “SOI Wafer” means a single-crystal silicon wafer bearing a horizontally-disposed isolating silicon dioxide (SiO₂) layer, in turn bearing a single-crystal silicon layer or a polysilicon layer, which is separated from the underlying silicon by the silicon dioxide layer and in which one or more active or passive integrated circuit structures are formed.

“SOI Information” means any and all process methods, steps, and structures created on SOI Wafers and not on Bulk CMOS Integrated Circuits.

“Specific Results Exclusions” is defined in Section 3(a).

“T0” means the date the Parties achieve successful demonstration of the feasibility of a new process design point, process and/or material set, which leads to the definition of an integrated process to be used for L1.

IBM CONFIDENTIAL 4 Joint Development Project Agreement

Final Version 22nm Bulk-Industry Standard Semiconductor Process Technology

2. IBM Development Facilities; Agreement Structure; Relationship to Other Documents.

(a) The Parties shall primarily utilize the IBM Development Facilities for the Development Project.

(b) The terms and conditions of the Master Terms are incorporated into this Project Agreement by reference as if fully set forth herein.

(c) IBM shall promptly notify existing Participating Parties of the addition of a new Participating Party to and the withdrawal/removal of an existing Participating Party from the Development Project. In the case of a new Participating Party, IBM shall complete such notification by distributing copies of the signed “Participating Party Notification”, which provides certain details about the new Participating Party (e.g. the first day of its participation, Designated Executive, Project Leader and Notice Addresses), and 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 the 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

IBM CONFIDENTIAL 5 Joint Development Project Agreement

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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 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 XXXXX.

(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:

IBM CONFIDENTIAL 6 Joint Development Project Agreement

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XXXXX

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:

XXXXX

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 XXXXX.

IBM CONFIDENTIAL 7 Joint Development Project Agreement

Confidential Treatment Requested
The portions of this document marked by “XXXXX” have been omitted pursuant to a request for confidential treatment
and have been filed separately with the Securities and Exchange Commission

5. Tool Vendor Confidential Information.

Notwithstanding anything to the contrary in Section 4 of this Project Agreement, Section 3.6 of the Master Terms or the rest of the Agreement, the Parties recognize that IBM is working with certain Third Party tool vendors to develop, among other things, Background Know-How which may include Third Party tool vendor confidential information (“Tool Vendor Confidential Information”), and agree that (a) IBM may elect to introduce certain Tool Vendor Confidential Information into the Development Project as Background Know-How, and (b) the Specific Results may include such Tool Vendor Confidential Information. If IBM elects to so introduce such Tool Vendor Confidential Information, IBM shall identify such information and the following terms apply to such information:

Each Participating Party is authorized to disclose or sublicense to any of its business units and/or Subsidiaries the Tool Vendor Confidential Information; provided, however, that such business unit and/or Subsidiary is not in a business, nor has announced plans to be in, or to acquire, a business that manufactures, sells, or distributes Manufacturing Apparatus. If Participating Party wishes to obtain additional license rights to such Tool Vendor Confidential Information, then Participating Party must negotiate additional rights with such Third Party tool vendor. The obligations of confidentiality with respect to any disclosure to a Participating Party pursuant to this Section 5 shall terminate ten (10) years after disclosure by IBM, unless otherwise agreed in writing between such Third Party and the Participating Party, with written notification to IBM. Participating Party shall require that each such business unit and/or Subsidiary agree to maintain such Tool Vendor Confidential Information confidential on terms at least as restrictive as contained in this Agreement including this Section 5.

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 XXXXX (the “Project Term”); provided, however, the Management Committee may extend the Project Term until XXXXX 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 XXXXX (i) as to all Parties, by the mutual agreement of all Parties, or (ii) as to certain Parties, by mutual agreement of such Parties. Each Party who agrees to extend the Project Term beyond XXXXX shall memorialize its agreement to participate in such extensions by amending its Participation Agreement with IBM. IBM shall update the Project Database to reflect such Project Term extension.

(c) The following Sections of this Project Agreement survive and continue to bind the Parties and their legal representatives, successors and assigns after the expiration or

IBM CONFIDENTIAL 8 Joint Development Project Agreement

Confidential Treatment Requested
The portions of this document marked by “XXXXX” have been omitted pursuant to a request for confidential treatment
and have been filed separately with the Securities and Exchange Commission

termination of this Project Agreement: 1, 2(b), 2(d), 4, 5, 6(c), 6(d) and 8. In addition, certain provisions of the Master Terms and a Participating Party’s Participation Agreement survive, as detailed in each agreement, respectively.

(d) Notwithstanding any provision in this Project Agreement to the contrary, if a non-breaching Party is authorized to terminate all licenses and disclosure rights granted to a breaching Party pursuant to Section 12.6 of the Master Terms, then such non-breaching Party is also authorized to terminate all license and disclosure rights it granted to that breaching party pursuant to Section 4 of this Project Agreement.

7. Management of the Development Project; Notice. Each Participating Party shall promptly provide a Management Committee Member, a Project Leader, a Technical Coordinator, a Designated Executive, and a Notice Address for the Development Project.

The IBM Management Committee Member, IBM Project Leader, IBM Technical Coordinator, Designated Executive, and the Notice Address are as follows:

XXXXX

Any Party may change its respective appointments and addresses by written notice to the IBM Project Leader who will update the Project Database within seven (7) business days after notification. No such change is effective until reflected in the Project Database.

8. Limitation Amount. As referenced in Section 17 (Limitation of Liability) of the Master Terms, the Limitation Amount for this Development Project is XXXXX.

9. Contingencies. This Project Agreement is expressly conditioned upon each of the following:

(a) The Parties acknowledge that capital purchases are necessary for the Development Project, and that such purchases are conditioned upon IBM corporate management and Board of Directors approval. If such approvals are not received by XXXXX, any Party shall have the right to terminate its participation in the Development Project, effective XXXXX without liability to any non-terminating Party; provided, however, that if such approvals are received after XXXXX, but prior to any Party’s exercise of its above right to terminate, the above right to terminate shall lapse. The survival provision of Section 12.2 of the Master Terms shall apply to any such termination.

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IBM CONFIDENTIAL 9 Joint Development Project Agreement

IN WITNESS WHEREOF, IBM has caused this Project Agreement to be executed by its duly authorized representatives as of the Effective Date, signifying its agreement to this Project Agreement with all Participating Parties.

International Business Machines Corporation

By:	/s/ Michael Cadigan
Name:	Michael Cadigan
Title:	General Manager, Semiconductor Solutions
Date:	May 11, 2007

IBM CONFIDENTIAL 10 Joint Development Project Agreement

EXHIBIT A: TECHNICAL OBJECTIVES

EXHIBIT B: DEVELOPMENT SCHEDULE

EXHIBIT C: DOCUMENTATION

IBM CONFIDENTIAL 11 Joint Development Project Agreement

Confidential Treatment Requested
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and have been filed separately with the Securities and Exchange Commission

EXHIBIT A

TECHNICAL OBJECTIVES

XXXXX

IBM CONFIDENTIAL 12 Joint Development Project Agreement

Confidential Treatment Requested
The portions of this document marked by “XXXXX” have been omitted pursuant to a request for confidential treatment
and have been filed separately with the Securities and Exchange Commission

EXHIBIT B

DEVELOPMENT SCHEDULE

XXXXX

IBM CONFIDENTIAL 13 Joint Development Project Agreement

Confidential Treatment Requested
The portions of this document marked by “XXXXX” have been omitted pursuant to a request for confidential treatment
and have been filed separately with the Securities and Exchange Commission

EXHIBIT C

DOCUMENTATION

XXXXX

IBM CONFIDENTIAL 14 Joint Development Project Agreement