AMD 2006 Annual Report Download - page 196

EXECUTION VERSION
6.4 IBM represents and warrants that the agreement with its Third Party development partners grants IBM the right to transfer the proprietary
information of its Third Party development partners to AMD and to sublicense such information consistent with Section 8 hereof. Such sublicense
is hereby granted pursuant to the terms and conditions of this Agreement. IBM agrees that prior to amending such agreement inconsistent with this
representation and warranty, it shall notify AMD. For clarity, any such Third Party development partners, who are jointly developing with IBM
eDRAM Technology compatible with SOI Integrated Circuits or High Performance Integrated Circuits, shall also be jointly developing with IBM
the manufacturing processes for SOI Integrated Circuits or High Performance Integrated Circuits which are applicable to such eDRAM
Technology.
SECTION 7 – INFORMATION TRANSFERS
7.1 Without any liability to the other Parties for patent infringement or failure to notify, each Party agrees to promptly notify the other Party in writing or
provide oral notification, as the case may be, of any patents or other intellectual property rights of Third Parties of which it becomes aware, which, in the
sole opinion of said Party, may relate to the use of Specific Results. In such instance, the Parties shall reasonably cooperate with each other to exchange
information related to such potential Third Party intellectual property issues. However, no Party shall have any obligation hereunder to conduct patent
searches or studies in relation to the Process Development Projects or to notify the other Parties of any licenses it may have under any particular patent.
The Parties recognize that each of them has patent license arrangements with Third Parties and that it is the individual responsibility of each Party to
secure any rights under the patents of Third Parties which may be needed to enable it to manufacture and/or market the product (including products
manufactured using the process technology to be developed under the Process Development Projects) at such time as it determines in its sole judgement
that such action is required.
7.2 Any confidential information disclosed by one Party to another in performance of the Process Development Projects shall be designated with an
appropriate and conspicuously obvious legend, such as “IBM Confidential” or “AMD Confidential”, as the case may be, such legends to clearly indicate to
a person viewing or otherwise accessing such information that it is of a confidential nature to the disclosing Party. Any such disclosure that is made orally
shall be confirmed in writing under a like designation within thirty (30) days after the date of such disclosure. The Technical Coordinators shall monitor
and keep records of all such disclosures of confidential information and shall ensure that it is properly marked as confidential, and record the date of
receipt. Specific Results generated pursuant to the Process Development Projects and any confidential information that is included in Specific Results shall
be clearly designated by the Technical Coordinators with an appropriate legend, such as “IBM/AMD Confidential”. Further, in the event that a
Representative of any Party obtains information relating to the Process
Third Amendment and Restatement of “S” Process Development Agreement between AMD and IBM
IBM - AMD Confidential Page 28 of 90
Source: ADVANCED MICRO DEVIC, 10-K, March 01, 2007