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For passive mm-wave imaging applications, broadband mm-wave receivers functioning within atmospheric windows are highly desired. Within this paper, a heterodyne receiver chipset utilizing the 140 GHz atmospheric window is presented. The heterodyne chipset is based on two different millimeter-wave monolithic integrated circuits (MIMICs). One is the receiver MIMIC including a low-noise amplifier, a down-conversion mixer, a frequency multiplier and a local oscillator buffer amplifier together with a local oscillator distribution network. The other is a voltage-controlled oscillator (VCO) working in the 35 GHz frequency range to generate the local oscillator signal for the receiver (down-converter) chip. The process technology chosen to realize the chipset is a 100 nm gatelength metamorphic InAlAs/InGaAs high electron mobility transistor (HEMT) technology on 50 μm thick and 4 inch diameter GaAs substrates. The chips are utilizing a grounded coplanar waveguide (GCPW) technology. For an operation frequency band from 120 to 145 GHz, the receiver demonstrates a flat conversion gain between -1 and +2 dB with a power consumption of 120 mW. The VCO is tuneable from 31 to 37 GHz with associated output power levels from -2 to +1 dBm. Detailed descriptions of the individual building blocks are given and measured results are presented for the building blocks as well as for the receiver.