AMD 2004 Annual Report Download - page 260

leased or otherwise disposed of alone or in combination with other products or services, although such immunity will not extend to any such combinations or
parts of such other products or services other than the Licensed Products). With respect to products made by FASL on a foundry basis where a customer engages
FASL as a foundry to make products for resale in the semiconductor merchant market by such customer based on designs, logic and/or specifications of such
customer, the immunities granted to such customer pursuant to this Section 4 shall extend only to any FASL materials, information or technology supplied to
such customer or incorporated in such products, or the process or method used to make such products. For purposes of clarification, the foregoing shall not affect
in any way the licenses and immunities granted to FASL and its resellers, distributors, users and other customers (to the extent such other customers are not
engaging FASL as a foundry as described above), direct or indirect, by this Agreement, including Sections 3 and 5 and this Section 4. The sale or other
disposition to resellers, distributors, users and other customers, direct or indirect, of products by FASL does not convey any license or immunity, by implication,
estoppel, or otherwise, to such resellers, distributors, users and other customers, direct or indirect, under Patent claims covering combinations of such products
with other devices or elements.
5. EXTENSION OF LICENSE
5.1 Right of Parent. Parent shall have the right to grant sublicenses of the rights, licenses and immunities granted to Parent under Sections 2, 3 and 4, to a
Subsidiary of Parent that is subject to control by the Semiconductor Group, but subject to the condition that such Subsidiary grants a license to FASL under its
Subsidiary Licensed Patents, if any. Any such grant-back license shall otherwise be of a scope equivalent to that of Section 3.2. For purposes of clarification, (a)
except as set forth in Section 5.2, it is an option, and not an obligation, for a Subsidiary to grant back such a license, unless and until such Subsidiary elects to be
granted a sublicense of such rights, licenses and immunities, and (b) even without obtaining such a sublicense, a Subsidiary of Parent (whether subject to control
by the Semiconductor Group or a Non-Semiconductor Group) may exercise the rights, licenses and immunities granted hereunder to Parent solely for Licensed
Products that are made by or for the Semiconductor Group or a Subsidiary of Parent sublicensed hereunder.
5.2 Semiconductor Group Subsidiaries. If requested by FASL, Parent shall cause a Subsidiary actually controlled by the Semiconductor Group of Parent
to grant a license to FASL under Section 5.1, in which case such Subsidiary shall be deemed sublicensed pursuant to Section 5.1.
5.3 Right of FASL. FASL shall have the right to grant sublicenses of the rights, licenses and immunities granted to FASL under Sections 2, 3 and 4, to
Subsidiaries of FASL that are subject to control by the FASL Semiconductor Group.
5.4 No Other Right. A Party shall not have the right to grant sublicenses of the Patents licensed hereunder except as provided in this Section 5 or in
Section 7.1 of the Intellectual Property Contribution and Ancillary Matters Agreement.
10
Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request.
Omissions are designated as ****. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.
Source: ADVANCED MICRO DEVIC, 10-K, March 01, 2005