AMD 1998 Annual Report Download - page 119

AMD/Motorola Patent License Agreement
December 3, 1998 - Execution Document
specific instructions of, or which has AMD specific portions of a
programmer's model which is substantially compatible with the AMD
specific portions of a programmer's model of, any MICROPROCESSOR
designed by or for AMD and sold by AMD, including but not limited to
the products of the Kx families of MICROPROCESSORS, or any new family
of MICROPROCESSORS created by AMD prior to the termination of this
Agreement, or
(ii) any INPUT-OUTPUT ADAPTOR which has a register set that is
substantially compatible with the register set of any INPUT-OUTPUT
ADAPTOR sold by MOTOROLA and specifically designed by or for MOTOROLA
to interface with a MICROPROCESSOR designed by or for MOTOROLA and sold
by MOTOROLA, or
(iii) any product that incorporates such MICROPROCESSOR or INPUT-OUTPUT
ADAPTOR as elements of their structure.
However, MOTOROLA shall have the right, subject to all copyright and mask work
rights owned or controlled by AMD and subject to the above limitations of this
Section, to develop and manufacture original designs of products performing
substantially the same functions as any AMD MICROPROCESSOR or INPUT-OUTPUT
ADAPTOR.
3.10. During the term of this Agreement, MOTOROLA agrees *****, based upon any
claim of any MOTOROLA PATENT under which such LICENSED PRODUCTS are licensed
hereunder, for the use of any LICENSED PRODUCTS which are made, imported, sold,
leased or otherwise disposed of by AMD.
3.11. During the term of this Agreement, AMD agrees ***** based upon any claim
of any AMD PATENT under which such LICENSED PRODUCTS are licensed hereunder, for
the use of any LICENSED PRODUCTS which are made, imported, sold, leased or
otherwise disposed of by MOTOROLA.
3.12. MOTOROLA shall have the right to extend the provisions of Sections 2.2,
3.1-3.4, and 3.11, respectively, to any MOTOROLA SUBSIDIARY if such SUBSIDIARY
consents to extend the definition of MOTOROLA PATENTS in Section 1.11 to include
inventions made solely by employees of that SUBSIDIARY and/or solely by
employees of the MOTOROLA SEMICONDUCTOR PRODUCTS SECTOR and such SUBSIDIARY.
Notwithstanding the foregoing, if a third party holding at least twenty percent
(20%) ownership interest in any such SUBSIDIARY asserts a patent against the
LICENSED PRODUCTS of AMD or their use or refuses to grant a license to AMD under
such patent on fair, reasonable and non-discriminatory conditions or otherwise
seeks legal redress, licenses granted hereunder to that SUBSIDIARY shall
terminate as of the date of such assertion or refusal.
3.13. AMD shall have the right to extend the provisions of Sections 2.1 and
3.5- 3.10, respectively, to any AMD SUBSIDIARY if such SUBSIDIARY consents to
extend the definition of AMD PATENTS in Section 1.12 to include inventions made
solely by employees of that SUBSIDIARY and/or solely by employees of AMD and
such SUBSIDIARY.
***** Certain information on this page has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.
Page 8
Source: ADVANCED MICRO DEVIC, 10-K, March 29, 1999