AMD 2002 Annual Report Download - page 246

provided, that in either case (c) or (d) above, (i) all of the remaining such ownership interest is solely owned or controlled, directly or indirectly, by one or
more corporations, companies or other entities which are purely financial investors who are not engaged in the design, development, manufacture,
marketing or sale of Semiconductor Products, and (ii) such entity shall be considered a Wholly Owned Subsidiary, and shall be entitled to retain the
licenses and other benefits provided by this Agreement to Wholly Owned Subsidiaries, only so long as such ownership or control exists.
SECTION 2—ASTC
IBM has established the Advanced Semiconductor Technology Center in East Fishkill, New York. IBM shall be responsible for the operations of the ASTC,
including, but not limited to capacity, staffing, and capital purchases. Process Development Projects shall be conducted primarily at the ASTC. In addition to the
ASTC, IBM may utilize other IBM facilities to conduct elements of the development work associated with the Process Development Projects. In addition, the
Parties may mutually agree to utilize AMD development facilities for specifically defined elements of the Process Development Projects. If the Management
Committee members so agree, such agreement shall be documented in writing and signed by the Parties.
SECTION 3—SCOPE OF PROCESS DEVELOPMENT PROJECTS
3.1 The Parties agree to jointly develop semiconductor manufacturing process technology based on IBM’s “S” high performance technology roadmap
on commercially available SOI Wafers that meet the requirements set forth as “Strategic Technology Objectives” in Exhibit A (hereinafter referred
to as “Strategic Technology Objectives”) in accordance with the schedule set forth in Exhibit B (hereinafter referred to as “Development
Schedule”). The Parties agree that the process technology so developed, shall be high performance, leading edge technology and, to the extent
consistent with the Strategic Technology Objectives, shall be cost efficient. Any modification to such Strategic Technology Objectives or
Development Schedule requires the mutual agreement of the Parties. For the avoidance of doubt, none of the Process Development Projects shall
include the development of i) Proprietary Tools, ii) Packaging Technology, iii) Mask Fabrication and Photoresist Technology, iv) Memory, v) SiGe
Technology, or vi) Chip Designs.
3.2 The Parties agree that Exhibit A also sets forth the potential technology implementation options for each Process Development Project. The Parties
shall work together to evaluate the various options available, including individual process module feasibility, integration, characterization and
qualification. The goal of such evaluation is to agree on an integrated process technology that meets the Strategic Technology Objectives. If the
Project Leaders are unable to agree on a particular process module to be developed, or should they disagree as to continued development of a
process module that was previously selected, the process module preferred by IBM shall be pursued in the applicable Process Development Project.
Source: ADVANCED MICRO DEVIC, 10-K, March 14, 2003