AMD 1998 Annual Report Download - page 65

AMD/Motorola Technology Development and License Agreement
December 3, 1998 - Execution Document
such ***** for the particular HIP7L or SGLPT.
(f) AMD may assign engineers to Motorola facilities in
order to participate in the development of HIP7L and
SGLPT, as defined in the HIP7L and SGLPT Statements
of Work. Motorola may assign engineers to AMD
facilities in order to participate in the development
of HIP7L and SGLPT.
(g) In the event that either AMD or Motorola initially
contacts, or is initially contacted by, a ***** for a
***** pursuant to Sections 5.6(b)(vi) or 5.6(c)(vi)
respectively, that party will provide notice of the
contact to the other party and have primary
responsibility for concluding negotiations with the
***** for the *****. In the event that the
negotiating party does not enter into an agreement
for a ***** with a particular ***** in a reasonable
period of time or negotiations are ceased by the
negotiating party or the *****, the non-negotiating
party will then have the right to continue the
negotiation with the *****. Notwithstanding, Motorola
and AMD intend to cooperate with respect to licensing
***** in order to obtain the maximum benefit for both
parties.
5.7. Foundry Support.
(a) In the event that Motorola has the HIP5L or HIP6L
process in production earlier than AMD, providing AMD
is in good faith attempting to qualify such process
in its Dresden Fab 30 facility, at AMD's request,
Motorola will manufacture utilizing HIP5L or HIP6L,
up to *****, or such greater amount as the parties
may agree to, until AMD's Dresden Fab 30 facility is
prepared to provide production volume using those
processes. The parties will negotiate and execute a
separate foundry services agreement which shall
include commercially reasonable terms and conditions,
including pricing, in connection with the sale of
such wafers.
(b) AMD represents and warrants that it has "have made"
rights from any necessary third parties for products
to be manufactured under Section 5.7(a) to enable
Motorola to undertake such manufacturing. In the
event a claim is asserted against Motorola relating
to AMD's "have made" rights, AMD will indemnify and
defend Motorola from and against any such
***** 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.
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Source: ADVANCED MICRO DEVIC, 10-K, March 29, 1999