[***] DENOTES CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
AMENDED AND RESTATED JOINT VENTURE AGREEMENT
This AMENDED AND RESTATED JOINT VENTURE AGREEMENT, dated this 11 th day of
January, 2010, is made and entered into by and between MICRON SEMICONDUCTOR B.V. (hereinafter “
MNL ”), a private limited liability company organized under the laws of the Netherlands and NANYA
TECHNOLOGY CORPORATION ( Nanya Technology Corporation [Translation from Chinese] ) (hereinafter
“ NTC ”), a company incorporated under the laws of the Republic of China (“ ROC ” or “ Taiwan ”) (MNL
and NTC are each referred to individually as a “ JV Party, ” and collectively as the “ JV Parties ”).
A. NTC and Infineon Technologies AG, a company incorporated under the laws of Germany
(hereinafter “ Infineon ”), have previously formed Inotera Memories, Inc. ( Inotera Memories, Inc. [Translation
from Chinese] ), a company incorporated under the laws of the ROC (the “ Joint Venture Company ”).
B. Infineon subsequently assigned to Qimonda AG, a company incorporated under the laws of
Germany (hereinafter “ Qimonda ”), all of Infineon’s Shares in the Joint Venture Company.
C. In accordance with that certain Share Purchase Agreement, dated October 11, 2008 (the “
Qimonda/MNL Share Purchase Agreement ”), by and between Micron Technology, Inc., a Delaware
corporation (“ Micron ”), MNL, Qimonda and Qimonda Holding B.V., a private limited company organized
under the laws of the Netherlands (“ Qimonda B.V. ”), MNL acquired from Qimonda and Qimonda B.V.
Shares in the Joint Venture Company.
D. The JV Parties previously entered into that certain Joint Venture Agreement, dated November
26, 2008 (the “ Original Joint Venture Agreement ”), to set forth certain agreements regarding the ownership,
governance and o