AMD 2006 Annual Report Download - page 182

EXECUTION VERSION
Exhibit A (hereinafter referred to as “Strategic Technology Objectives”) in accordance with the schedule set forth in Exhibit B (hereinafter referred to as
“Development Schedule”). The Parties agree that the process technology so developed, shall be high performance, leading edge technology and, to the
extent consistent with the Strategic Technology Objectives, shall be cost efficient. Any modification to such Strategic Technology Objectives or
Development Schedule requires the mutual agreement of the Parties. For the avoidance of doubt, none of the Process Development Projects shall include
the development of i) Proprietary Tools, ii) Packaging Technology, iii) Mask Fabrication and Photoresist Technology, iv) Stand Alone Memory, v) SiGe
Technology, vi) Chip Designs, or vii) Post-Silicon Devices.
3.2 The Parties agree that Exhibit A also sets forth the Pre-T0 In-Scope Technical Subjects and the potential technology implementation options for each
Process Development Project. The Parties shall work together to evaluate the various options available, including individual process module feasibility,
integration, characterization and qualification. The goal of such evaluation is to agree on an integrated process technology that meets the Strategic
Technology Objectives. If the Project Leaders are unable to agree on a particular process module to be developed, or should they disagree as to the
continued development of a process module that was previously selected, the process module preferred by IBM shall be pursued in the applicable Process
Development Project.
3.3 For information other than that developed by the Parties in a given Process Development Project to be considered Specific Results for that Project,
including Background Know-How, it must be either deliberately provided to the Process Development Projects by the owner of such information, or be
evaluated by the Project Leaders, pursuant to Section 3.2, for possible use in a Process Development Project. In the event such item of information is
provided, and the Party owning such information notifies the Project Leaders within thirty (30) days after such owning Party’s disclosure or the initiation
of such evaluation that such information should be withdrawn, such owning Party may withdraw such information from use in the Process Development
Projects and all such information in tangible form associated therewith shall be returned to such owning Party and such tangible information shall not
become Specific Results. In the event of such withdrawal, any non-tangible information related to such information retained in the minds of the
non-owning Party’s employees shall be treated as Specific Results by the non-owning Parties. Absent such notice and withdrawal within thirty (30) days,
all information deliberately provided by the owner of such information or evaluated by the Project Leaders shall be treated as Specific Results.
3.3.1 Any issue as to whether information was deliberately provided to the Process Development Projects shall be resolved by the Project Leaders based
on either of the following criteria:
3.3.1.1 whether the information was deliberately exposed to the other Parties by a Representative of the owner of such information; or
Third Amendment and Restatement of “S” Process Development Agreement between AMD and IBM
IBM - AMD Confidential Page 14 of 90
Source: ADVANCED MICRO DEVIC, 10-K, March 01, 2007