AMD 2006 Annual Report Download - page 181

EXECUTION VERSION
otherwise select members of the highest governing decision making body, managing body or authority for such partnership, joint venture, unincorporated
association or other entity is, now or hereafter, owned or controlled, directly or indirectly, by a Party
provided, that in either case (c) or (d) above, (i) all of the remaining such ownership interest is solely owned or controlled, directly or indirectly, by one or
more corporations, companies or other entities which are purely financial investors who are not engaged in the design, development, manufacture, marketing
or sale of Semiconductor Products, and (ii) such entity shall be considered a Wholly Owned Subsidiary, and shall be entitled to retain the licenses and other
benefits provided by this Agreement to Wholly Owned Subsidiaries, only so long as such ownership or control exists.
SECTION 2 – IBM Development Facilities
2.1 IBM has established the IBM Development Facilities, wherein its 200mm and 300mm wafer process development facility used for conducting the Process
Development Projects is located in East Fishkill, New York.
2.2 IBM shall be responsible for the operations of the IBM Development Facilities, including, but not limited to capacity, staffing, and capital purchases.
Process Development Projects shall be conducted primarily at the IBM Development Facilities and the Parties agree that the development work performed
under this Agreement after Pre-T0 Exit will be conducted primarily in IBM’s 300mm East Fishkill Facility. In addition to the IBM Development Facilities,
IBM may utilize other facilities to conduct elements of the development work associated with the Process Development Projects. In addition, the Parties
may mutually agree to utilize AMD development facilities for specifically defined elements of the Process Development Projects. If the Management
Committee members so agree, such agreement shall be documented in writing and signed by the Parties.
2.3 Should IBM desire, at its own discretion, that the Process Development Projects performed under this Agreement after Pre-T0 Exit be primarily conducted
at facilities other than IBM’s 300mm East Fishkill facility, it shall provide notice of such desire to AMD no later than one (1) year prior to the intended
change. The Parties will meet to discuss and attempt to agree on such a move. If the Parties are unable to reach agreement, the Management Committee
shall negotiate a mutually agreeable reasonable wind down plan to terminate (for convenience and without liability to either Party) the development
relationship set forth in this Agreement. In the event of such termination, AMD shall be entitled to immediately exercise its rights in accordance with
Section 8.9 below, with payment under Section 5.8.a or Section 5.8.b, as mutually agreed upon by the Parties at that time.
SECTION 3 – SCOPE OF PROCESS DEVELOPMENT PROJECTS/OTHER PROJECTS
3.1 The Parties agree to jointly develop semiconductor manufacturing process technology based on IBM’s “S” high performance technology roadmap on
commercially available wafers that meet the requirements set forth as “Strategic Technology Objectives” in
Third Amendment and Restatement of “S” Process Development Agreement between AMD and IBM
IBM - AMD Confidential Page 13 of 90
Source: ADVANCED MICRO DEVIC, 10-K, March 01, 2007