AMD 2002 Annual Report Download - page 262

disclosure and receipt of information unrelated to Process Development Projects. In the event that a Representative of one Party obtains any such
information of the other Party that is designated as confidential or which should from its nature be understood to be confidential, the Technical
Coordinators of both Parties shall be informed, and any such information in tangible form shall promptly be returned to said originating Party.
Nothing in this Agreement shall convey any right to said Party to use said tangible information for any purpose. However, any non-tangible
information related to said information which is retained in the minds of the Party’s employees will be treated as Specific Results.
SECTION 8—LICENSES TO BACKGROUND KNOW-HOW
8.1 IBM hereby grants to AMD, and AMD hereby grants to IBM, under their respective trade secret/know-how rights in and to Background Know-How
that becomes part of Specific Results pursuant to Section 3, a non-exclusive, perpetual, worldwide, irrevocable (subject to all the terms and
conditions of this Agreement) license, to use such Background Know-How for the purpose of researching, developing, engineering, manufacturing,
using, marketing, selling, servicing and otherwise disposing of (i) SOI Integrated Circuits other than ***, (ii) Integrated Circuits that combine Bulk
CMOS and SOI Device Information other than ***, or (iii) Bulk CMOS products other than ***. AMD shall have no obligation under this
Agreement to pay any royalty for the licenses set forth in this Section 8, except as provided in Section 5 above.
The foregoing license shall include the right for AMD to utilize one or more aspects of Bulk CMOS Information for the development and
qualification of their own, proprietary Bulk CMOS process (“Derivative Process”) and for developing, engineering, manufacturing, using,
marketing, selling, servicing and otherwise disposing of Integrated Circuits other than SOI Integrated Circuits utilizing such Derivative Process,
such Integrated Circuits being designed by any party. It is expressly confirmed that such license shall include the right for AMD to develop a
Derivative Process.
8.2 IBM hereby grants to AMD, and AMD hereby grants to IBM, under their respective copyright rights in and to Background Know-How that
becomes part of Specific Results pursuant to Section 3, a non-exclusive, perpetual, worldwide, irrevocable (subject to all the terms and conditions of
this Agreement) license to copy documentation and other written expression, to make derivative works of such written expression, to distribute such
documentation and derivatives as set forth elsewhere in this Section 8, and to execute, display, and perform to the extent consistent with the
provisions of Section 7; provided however, that AMD shall make only such numbers of copies and create such derivative works as are reasonably
necessary for them to carry out the license rights set forth in Sections 8.1, 8.5, 8.7, 8.8 and 8.9.
*** Confidential information omitted and filed separately with the Securities and Exchange Commission.
Source: ADVANCED MICRO DEVIC, 10-K, March 14, 2003