AMD 1998 Annual Report Download - page 77

AMD/Motorola Technology Development and License Agreement
December 3, 1998 - Execution Document
*****, the ***** will then have the right *****.
Notwithstanding, Motorola and AMD intend to cooperate
with respect to *****.
6.8. Foundry Support.
(a) In the event that AMD has the HIP6F process in
production earlier than Motorola who is in good faith
attempting to qualify such process, at Motorola's
request, AMD will manufacture for Motorola up to
*****, or such greater amount as the parties may
agree to, until Motorola's facility is prepared to
provide production volume using that process. 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. At
Motorola's request, AMD will manufacture utilizing
future processes (including SGEFT), similar low
volume and prototype products for Motorola until the
Motorola is prepared to manufacture products
utilizing such processes at its own facilities.
(b) In the event Motorola requests foundry support as
provided in Section 6.8(a) it must represent as a
condition of receiving such support that it has
obtained the necessary "have made" rights from any
third parties involved in the products to be
manufactured under Section 6.8(a) to enable AMD to
undertake such manufacturing. In the event a claim is
asserted against AMD as a result of Motorola's
failure to obtain such rights, Motorola will
indemnify and defend AMD from and against any such
claim, provided that AMD promptly informs Motorola of
any such claim, permits Motorola with counsel of its
choosing to control the defense of the action, and
provides reasonable cooperation and assistance in
connection with the action. If Motorola provides AMD
with written notice to stop manufacturing pursuant to
Section 6.8(a), Motorola will not be liable for any
damages resulting from any manufacturing by AMD
occurring after such notice. In the event of a stop
notice, AMD will have no obligation to reserve any
further wafer manufacturing capacity for Motorola
under this Section and Motorola shall pay AMD
reasonable cancellation charges for any reserved
capacity.
***** 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 35
Source: ADVANCED MICRO DEVIC, 10-K, March 29, 1999