AMD 2006 Annual Report Download - page 183

EXECUTION VERSION
3.3.1.2 whether the evaluation of the information by the Representatives was validly considered for incorporation into the Process Development
Projects.
If the Project Leaders cannot agree, such issue shall be resolved by the Management Committee in accordance with the criteria in Sections 3.3.1.1 and
3.3.1.2.
3.3.2 Each Party shall be responsible for instructing its Representatives on methods of proper introduction of information into the Process
Development Projects, and the consequences under Section 7.10, below, of information that is inadvertently obtained.
3.4 During a given Process Development Project, the IBM Project Leader shall designate elements of the Specific Results and Background Know-How thereof
that IBM will be applying toward development of its applicable Bulk CMOS or its applicable Industry Standard CMOS process. IBM shall provide an
initial designation of such elements at the completion of its initial feasibility studies for the applicable Process Development Project (set forth in Exhibit B
as the “T-Bulk date”), and IBM shall provide a final designation of such elements no later than the “T1” date for the applicable Process Development
Project, as set forth in Exhibit B. AMD agrees that IBM reserves the right to change such designations between its initial designation and its final
designation. In either case, prior to making such determinations IBM shall consult with AMD, who shall provide its input as to the applicability of such
elements to a Bulk CMOS or Industry Standard CMOS process; provided, however, that IBM shall have the right to make any and all final decisions as to
designation and application of such elements to its Bulk CMOS or its Industry Standard CMOS process. The Project Leaders shall agree upon a specific
process by which IBM will make this designation and by which IBM will address any requests for clarification by AMD within reasonable time periods.
For the avoidance of doubt, in addition to Specific Results designated as Bulk CMOS Information or Industry Standard Information as described in this
section 3.4, Bulk CMOS Information and Industry Standard Information shall include those items listed in Exhibit K attached hereto. Exhibit K may be
updated from time to time by written mutual agreement of the Management Coordinators.
3.5 Each Party shall have access to all Specific Results and shall be solely responsible, including the cost therefor, for the transfer of Specific Results to its
own facilities. In addition to Representatives, AMD may assign additional personnel to IBM facilities to assist with such transfer. The number of
additional personnel and the duration of their assignment shall be mutually agreed to by the Management Committee. As part of each Process
Development Project, the Project Leaders shall coordinate the completion of the Documentation for such Process Development Project and each Party
shall have access to all such Documentation. Notwithstanding the foregoing, subsequent to the Parties establishing the Strategic Technology Objectives (at
Pre-T0 Exit ) for CMOS14S, only a subset of the Documentation shall be prepared for the CMOS 14S Process Development Project, as determined by the
Project Leaders. Should AMD have any questions regarding the Documentation as they are transferring such Specific Results to their own
Third Amendment and Restatement of “S” Process Development Agreement between AMD and IBM
IBM - AMD Confidential Page 15 of 90
Source: ADVANCED MICRO DEVIC, 10-K, March 01, 2007