AMD 2002 Annual Report Download - page 239

This Agreement is made effective as of the 28th day of December, 2002 (hereinafter referred to as the “Effective Date”) by and between International Business
Machines Corporation (“IBM”), incorporated under the laws of the State of New York, U.S.A. and having an office for the transaction of business at 2070 Route
52, Hopewell Junction, NY 12533, U.S.A, and Advanced Micro Devices having an office for the transaction of business at One AMD Place, P.O. Box 3453,
Sunnyvale, CA 94088-3453 “(AMD)”. IBM, and AMD may be individually referred to herein as a “Party,” or collectively as the “Parties.”
WHEREAS, IBM has been developing leading edge semiconductor manufacturing processes with Sony and Toshiba, and the Parties hereto desire to participate
in parallel development efforts;
WHEREAS, the Parties possess complementary skills and know-how, which the Parties wish to contribute toward such process development;
WHEREAS, each Party agrees to provide certain personnel and grant the other Parties certain technology licenses in support of such process development;
WHEREAS, through the use of such complementary skills and know-how the Parties desire to achieve resource efficiencies and cost savings, and reduce the
technical risk associated with the development of high end semiconductor processes in order to complete development of and put into production, leading edge
high end semiconductor manufacturing processes sooner than would be possible with any of the Parties acting independently;
NOW THEREFORE, in consideration of the premises and mutual covenants contained herein, as well as for other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the Parties agree as follows.
SECTION 1—DEFINITIONS
Unless expressly defined and used with an initial capital letter in this Agreement, words shall have their normally accepted meanings. The headings contained in
this Agreement or in any exhibit, attachment or appendix hereto are for reference purposes only and shall not affect in any way the meaning or interpretation of
this Agreement. The word “shall” is mandatory, the word “may” is permissive, the word “or” is not exclusive, the words “includes” and “including” are not
limiting, and the singular includes the plural. The following terms shall have the described meanings:
“Advanced Semiconductor Technology Center” or “ASTC” means the IBM 200mm or 300mm wafer process development facility used for conducting the
Process Development Projects.
“Agreement” means the terms and conditions of this “S” Process Development Agreement together with any exhibits, attachments and appendices hereto.
Source: ADVANCED MICRO DEVIC, 10-K, March 14, 2003