AMD 2002 Annual Report Download - page 248

3.4 During a given Process Development Project, the IBM Project Leader shall designate elements of the Specific Results and Background Know-How
thereof that IBM will be applying toward development of its applicable Bulk CMOS process. IBM shall provide an initial designation of such
elements at the completion of its initial feasibility studies for the applicable Process Development Project (set forth in Exhibit B as the “T-Bulk
date”), and IBM shall provide a final designation of such elements no later than the “T1” date for the applicable Process Development Project, as set
forth in Exhibit B. AMD agrees that IBM reserves the right to change such designations between its initial designation and its final designation. In
either case, prior to making such determinations IBM shall consult with AMD, who shall provide its input as to the applicability of such elements to
a Bulk CMOS process; provided, however, that IBM shall have the right to make any and all final decisions as to designation and application of
such elements to its Bulk CMOS process.
3.5 Each Party shall have access to all Specific Results and shall be solely responsible, including the cost therefor, for the transfer of Specific Results to
its own facilities. In addition to Representatives, AMD may assign additional personnel to IBM facilities to assist with such transfer. The number of
additional personnel and the duration of their assignment shall be mutually agreed to by the Management Coordinators. As part of each Process
Development Project, the Project Leaders shall coordinate the completion of the Documentation for such Process Development Project and each
Party shall have access to all such Documentation. Notwithstanding the foregoing, since the T1 and T2 dates for CMOS 12S, as set forth in the
Development Schedule, are outside of the Term, only a subset of the Documentation shall be prepared for the CMOS 12S Process Development
Project, as determined by the Project Leaders. Should AMD have any questions regarding the Documentation as they are transferring such Specific
Results to their own facilities, IBM agrees to provide reasonable telephonic, videoconference or email support through its Technical Coordinator to
address such questions during normal business hours. Each Party shall be solely responsible for obtaining any and all regulatory approvals as may
be required to utilize Specific Results at its facilities, and shall be solely responsible for the cost of equipment and consumables as may be required
to utilize the Specific Results at its facilities.
3.6 Without liability to the other Parties for breach hereof, to the extent known by a Party disclosing information for use in any Process Development
Project, prior to such disclosure, such disclosing Party agrees to promptly notify the other Parties of any limitations on the uses of such information,
whether such use would violate or whether such information is protected by any copyright or mask work or similar right of any Third Party. Upon
such notification, the Parties may agree to accept such information into the Process Development Project subject to such limitations. Upon the
failure to make such notification, or if any such limitation arises after disclosure by the disclosing Party, then the Parties shall attempt to work
together to find a mutually agreeable solution. Each Party further agrees to use reasonable efforts to ensure that it will not design or develop the
Process Development Projects in such a way that requires the use of any Third Party confidential information, which is not available to the other
Parties for their use as aforesaid. Each Party further agrees to use reasonable efforts to ensure that it will not disclose to the other Parties any
information considered confidential by it or by any Third Party which information does not relate to the Process Development Projects.
Source: ADVANCED MICRO DEVIC, 10-K, March 14, 2003