AMD 2002 Annual Report Download - page 242

“Invention” means any invention, discovery, design or improvement, conceived or first actually reduced to practice solely or jointly by one or more
Representatives of one or more of the Parties or their respective contractors during the term of this Agreement and in the performance of the Process
Development Projects.
“Lithography” shall mean those aspects of Background Know-How and Specific Results directed to (a) process technology-dependent groundrules or process
technology-dependent special rules for shapes replication as developed by the Parties for the generation of photomasks used for development and qualification of
a semiconductor process technology in the Process Development Projects, (b) resolution enhancement techniques specifically created pursuant to the Process
Development Projects to generate mask build data, (c) such photomasks themselves and the data files used therefor as are used in the Process Development
Projects, (d) lithography process sequence as utilized in the Process Development Projects, and (e) mask data generation sequence as utilized in the Process
Development Projects.
“Management Committee” shall have the meaning ascribed to it in Section 4.1.
“Mask Fabrication and Photoresist Technology” shall mean any process, procedure, Proprietary Tools (e.g. the Niagara software developed by IBM), or
hardware tool used in the fabrication of photomasks, as well as the photomasks themselves, and/or the formulation and/or manufacture of photoresist; provided,
however, that “Mask Fabrication and Photoresist Technology” shall not include Lithography.
“Memory” means Chip Designs and fabrication processes specifically related to read only memory (ROM), dynamic random access memory (DRAM),
programmable ROMs, magnetic RAM (MRAM), ferroelectric RAM, and Embedded DRAM. For the avoidance of doubt, “Memory” shall not include static
RAM (SRAM) macros utilized in the Process Development Projects as test vehicles.
“Net Selling Price” for each unit of a particular ASIC Product means the net revenue recorded by AMD (including Wholly Owned Subsidiaries and Related
Subsidiaries of AMD) with respect to an ASIC Product less (a) shipping, (b) insurance, and (c) sales, value added, use or excise taxes, to the extent to which they
are actually paid or allowed, and less allowances to the extent they are actually allowed. If ASIC Products are sold, leased or otherwise transferred in a higher
level of assembly or in the course of a transaction that includes other products or services with no separate bona fide price to be charged for the ASIC Products,
the applicable Net Selling Price for the purpose of calculating royalties shall be the fair market value of the ASIC Product, but no less than the average Net
Selling Price of all such units of other ASIC Products sold, leased, or otherwise transferred to a Third Party by AMD (and/or by Wholly Owned Subsidiaries and
Related Subsidiaries of AMD), whichever the case may be, during the preceding half year.
“Packaging Technology” shall mean any process, procedure, software, or hardware tools used in the packaging of integrated circuit products into single-chip
packages, multi-chip packages, or any other higher levels of assembly, including but not limited to IBM’s collapsible chip carrier
Source: ADVANCED MICRO DEVIC, 10-K, March 14, 2003