AMD 1994 Annual Report Download - page 211

DEC-AMD
FOUNDRY AGREEMENT
This Foundry Agreement, together with the Exhibits referenced herein and
attached hereto ("Agreement") is between Digital Equipment Corporation, a
Massachusetts corporation having a principal place of business of 146 Main
Street, Maynard, Massachusetts, 01754 and all of its majority owned subsidiaries
("DIGITAL") and Advanced Micro Devices, Inc., a Delaware corporation having a
principal place of business at 901 Thompson Place, P.O. Box 3453, Sunnyvale,
California, 94088-3453 and all of its majority owned subsidiaries ("AMD").
WHEREAS, AMD has developed certain technology relating to microprocessors; and
WHEREAS, DIGITAL is, among other things, in the business of designing,
developing, manufacturing and selling computer systems and associated software,
and components thereof, including semiconductor integrated circuits; and
WHEREAS, DIGITAL has also developed manufacturing processes, capabilities and
foundry capabilities to produce silicon wafers containing integrated circuit die
for microprocessors designed and laid out by other parties, such as AMD; and
WHEREAS, DIGITAL and AMD desire to enter into this Agreement for the manufacture
by DIGITAL of microprocessor wafers containing AMD microprocessor technology for
AMD;
IN CONSIDERATION of the mutual promises in this Agreement, the parties agree as
follows:
SECTION 1 - DEFINITIONS
As used in this Agreement, the following terms shall have the meanings set forth
below:
1.1 DEVICE shall mean a fully qualified, semiconductor integrated circuit,
embodying a specific unique design provided to DIGITAL by AMD which corresponds
to an AMD microprocessor product and which has successfully completed Product
Qualification. The different types and speed classes of microprocessors to be
produced under this Agreement are set forth in Exhibit A as amended from time to
time.
1.2 INTELLECTUAL PROPERTY RIGHTS shall mean all PATENTS, TRADE SECRETS,
COPYRIGHTS, MASK WORKS RIGHTS AND KNOW-HOW which have been, or will be, acquired
or otherwise secured by either party before or during the TERM of this
Agreement, throughout the world:
1.2.1 PATENTS shall mean all right, title and interest in and to all
Letters Patent and applications for Letters Patent, Industrial Models,
Industrial Designs, Petty Patents, Patents of Importation, Utility Models,
Certificates of Invention, and other indicia of invention ownership, including
any such rights granted upon any reissue, division, continuation or
continuation-in-part applications now or hereafter filed; and
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Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1995