AMD 2006 Annual Report Download - page 185

EXECUTION VERSION
3.8.2 The Parties agree that if IBM, in its sole discretion, continues to develop Bump Technology any time after *** and during the remainder of the Term
of this Agreement, the Parties have established Bump Technology Process Development Projects in this Agreement and may establish new Bump
Technology Process Development Project(s) in signed amendment(s) to this Agreement. In either case, IBM agrees that AMD will not be required
to pay any additional fees to IBM for access to and a license to said technology. If a separate Bump Technology development agreement is entered
between IBM and any Third Party(ies), IBM will use reasonable efforts to include AMD in such development efforts, subject to the negotiation of
mutually agreeable terms and conditions between AMD and the participants in such development efforts.
a. If Bump Technology is established as a Process Development Project under this Section 3.8.2: (i) the Parties agree that AMD may exercise
at least the same rights to use and implement and have the same obligations with regard to said Bump Technology as AMD currently
exercises and has under the C-4 Agreements and (ii) if the Parties, thereafter, mutually agree to expand the scope of a Bump Technology
Process Development Project, such expansion will be governed by the terms and conditions of Section 14.
3.8.3 If Bump Technology is established as a Process Development Project, the Parties will provide, to the extent a Party has the right to do so without the
payment of additional compensation to any Third Party, to the Bump Technology Process Development Project any relevant information as
Background Know-How. Additionally, to the extent that IBM does enter a separate Bump Technology development agreement with a Third Party
and IBM has the right to do so without the payment of additional compensation to any Third Party, IBM will grant a sublicense to AMD to the
technology developed thereunder without requiring any additional fees, which sublicense shall be consistent with the licenses granted to AMD under
this Agreement and the C-4 Agreements.
SECTION 4 – MANAGEMENT AND STAFFING OF THE PROCESS DEVELOPMENT PROJECTS
4.1 The Parties hereby create a Management Committee, with equal representation from each Party. The responsibilities of the Management Committee are set
forth in Exhibit D, attached hereto. All decisions of the Management Committee shall be by mutual consent.
The Management Committee is comprised initially of the following individuals:
(i) For AMD: ***
One AMD Place
P.O. Box 3453, MS79
Sunnyvale, CA 94088-3453
Tel: ***
***Confidential Treatment Requested.
Third Amendment and Restatement of “S” Process Development Agreement between AMD and IBM
IBM - AMD Confidential Page 17 of 90
Source: ADVANCED MICRO DEVIC, 10-K, March 01, 2007