AMD 2002 Annual Report Download - page 264

as expressly set forth in this Agreement, and no such license or other right shall arise from the consummation of this Agreement or from any acts,
statements or dealings leading to such consummation. The Parties expressly understand and acknowledge that any patent license rights that may be
required to carry out the licenses set forth in this Agreement are set forth in separate patent cross-license agreements between them.
8.7 After ***, AMD may exercise the sublicensing option in this Section 8.7.
IBM hereby grants to AMD the right to disclose and sublicense the process technology developed by IBM and AMD under this Agreement
including SOI Device Information and Bulk CMOS Information subject to the following requirements. AMD may sublicense no more than *** with
a combined maximum of *** consumed by, or supplied to the ***. Said combined *** will apply until *** expires. AMD must own greater than
*** (defined in the same manner as for Subsidiary except for the ownership percentage) *** and the *** own the *** except for ***. The *** will
derive no more than *** percent of its total revenue from ***. The *** will not be based in *** (which for purposes of this Section 8.7 *** does not
include ***). The *** will not have the right to use the licensed technology to provide ***. The *** will not have the right to use the licensed
technology other than ***. The *** will not be *** any sooner than *** after the later termination of either the ***. The *** will not be located in
***.
If AMD builds a *** or *** for the purpose of exercising AMD’s rights and performing AMD’s obligations under the immediately proceeding
paragraph of this Section 8.7 and AMD and *** cannot utilize all of the combined maximum capacity of ***, then six (6) months prior to start of
installation of *** and *** for volume production for any unutilized combined maximum capacity, and yearly thereafter for any uncontracted,
unutilized combined maximum capacity, AMD will so notify IBM in writing, and IBM will have the right of first refusal of the unutilized combined
maximum capacity at a price to IBM of the then *** for such wafers less *** (***) percent, but in no event will *** under substantially similar
terms and conditions. For the capacity that IBM refuses, AMD may sell *** including *** subject to this Section 8.7 to Third Parties (other than
those that are not permitted to be a ***) provided AMD pays the royalty specified in Section 5.6. The foregoing notification obligation will cease
when the royalty payment obligation for a technology expires.
8.8 IBM and AMD will meet on or about June 30, 2004 to discuss the possibility of continuing “S” Process development for the period
beginning upon the expiration of this Agreement and ending on the last day of the quarter following T2 completion of the ***, which end
date will not be sooner than *** and not later than *** (“Extension Period”). *** means an enhanced version of the ***. The exact
Strategic Technology Objectives will be negotiated by IBM and
*** Confidential information omitted and filed separately with the Securities and Exchange Commission.
Source: ADVANCED MICRO DEVIC, 10-K, March 14, 2003