AMD 2006 Annual Report Download - page 194

EXECUTION VERSION
5.7 If AMD exercises its license under Section 8.17, below, AMD agrees to pay IBM a royalty of *** percent (***%) for each wafer provided to, or purchased
by, a Third Party pursuant to Section 8.17. The revenue basis for such wafers shall be the Net Selling Price of such wafers. Section 5.2, the payment
procedures of Section 5.4, and the audit provisions of Section 5.5 will apply to the aforementioned wafer royalty payments.
5.8 If AMD becomes licensed under Section 8.9, below, AMD agrees to pay IBM as follows:
a. If IBM does not offer an extension to this Agreement that is consistent with Section 8.8 or if this Agreement is terminated as provided in Sections 4.1.2
and 2.3 (as agreed by the Parties in Section 2.3), then AMD will pay IBM $*** for each of the ***; and
b. If AMD does not request an extension to this Agreement or if the Parties fail to reach agreement on the extension or if this Agreement is terminated as
provided in Section 2.3 (as agreed by the Parties in Section 2.3), AMD will pay IBM $*** for each ***, provided however, if one of the ***, AMD will
pay IBM $***.
Section 5.2 and the payment procedures of Section 5.4 will apply to these payments. IBM agrees that if AMD becomes licensed under Section 8.9, this
Section 5.8 shall be payment in full for all fees payable by AMD or a *** for and only for the licenses granted in Section 8.9. IBM further agrees that (1) if
AMD does not establish a *** for a period of greater than *** years after termination of this Agreement, neither AMD nor its *** will be required to pay
royalties or fees for their use of the technology developed under this Agreement, and (2) if AMD establishes a *** within *** to *** years after
termination of this Agreement, the payments owed by AMD in accordance with this Section 5.8 will be diminished by one-half. All amounts payable
under this Section 5.8 will be due upon disclosure to the ***.
5.9 In consideration for the licenses granted by IBM to AMD pursuant to Sections 8.10, 8.11 and 8.12 of this Agreement, AMD has paid to IBM (a) *** US
Dollars (US$***) on or before September 17, 2004, and (b) *** US Dollars (US$***) on or before March 13, 2005, which obligation shall be irrevocable
and which payment when made shall be non-refundable. This Agreement served as an invoice for such payments.
5.10 Each Party shall bear and pay all taxes (including, without limitation, sales and value added taxes) imposed upon it by the national government or political
subdivision thereof, of any country in which they are doing business as a result of the existence of this Agreement or the exercise of its rights hereunder.
For clarity, IBM shall not be responsible for any taxes, duties or fees resulting from AMD’s exercise of its rights under Section 8.10.
5.11 Except as expressly provided in this Agreement, neither Party shall be entitled to any payment, cost reimbursement, or other compensation from the other
for services, deliverables and rights granted to the other Party hereunder. Each Party shall bear all its own expenses incurred in the performance of this
Agreement.
***Confidential Treatment Requested.
Third Amendment and Restatement of “S” Process Development Agreement between AMD and IBM
IBM - AMD Confidential Page 26 of 90
Source: ADVANCED MICRO DEVIC, 10-K, March 01, 2007