AMD 2002 Annual Report Download - page 265

AMD with the goal of industry leading performance. IBM will attempt to recruit a third and fourth partner for participation in “S” Process
development during the term of the Extension Period and AMD will assist IBM in these recruitment efforts and will be flexible in altering the terms
and conditions of the “S” Process development to accommodate such third and fourth partners, provided however, the third or fourth partner is not
Intel and the Strategic Technology Objectives still seek industry leading performance.
8.9 If IBM and AMD do not reach agreement by December 31, 2004 to a first extension of this Agreement beyond December 31, 2005, then IBM will
grant AMD the license and sublicense rights in this Section 8.9 effective as of ***.
IBM hereby grants to AMD a license to the process technology developed by IBM and AMD under this Agreement including SOI Device
Information and Bulk CMOS Information to complete development of the *** and develop SOI process technology ***. The license includes the
right to sublicense no more than *** wherein AMD contributes at least *** and the right for AMD and the *** to use and disclose the *** and ***
to wholly owned subsidiaries, The *** will derive no more than *** percent of its total revenue from ***. The *** will not be based in *** (which
for purposes of this Section 8.9 *** does not include ***). The *** will not have the right to use the licensed technology to provide ***. The ***
will not be *** no sooner than *** after termination of either the ***. The *** will not be located in ***.
SECTION 9—LICENSE TO RESIDUALS AND PROPRIETARY TOOLS
9.1 Notwithstanding any other provisions of this Agreement, to the extent that such use does not infringe the valid patents, patent applications,
registered designs, or copyrights of the other Party, and subject to the provisions of Section 7, each Party shall be free to use the residuals of Specific
Results, the other Party’s Background Know-How, and Proprietary Tools, if any, and other confidential information received pursuant to Section
7.2, above, for any purpose, including use in the development, manufacture, marketing, and maintenance of any products and services. The term
“residuals” means that information in non-tangible form which may be mentally retained by those Representatives of a Party who have had access to
Specific Results or the Background Know-How and Proprietary Tools, if any, of the other Party, pursuant to this Agreement. The Parties agree that
the receipt of Specific Results, the Background Know-How, or the Proprietary Tools, if any, of another Party shall not create any obligation in any
way limiting or restricting the assignment and/or reassignment of a Party’s Representatives within that Party.
*** Confidential information omitted and filed separately with the Securities and Exchange Commission.
Source: ADVANCED MICRO DEVIC, 10-K, March 14, 2003