AMD 2006 Annual Report Download - page 200

EXECUTION VERSION
Derivative Processes to its Wholly Owned Subsidiaries and their Related Subsidiaries at any time (such disclosures being subject to the conditions set forth
in Section 7.5). AMD shall also have the right to disclose and sublicense as specified in Section 8 such Derivative Processes to Third Parties, as follows:
(i) to not more than *** Third Parties in total under this Agreement subject to Section 7.7(ii), wherein such disclosure and sublicense shall be
*** of the applicable Process Development Project for *** of such Third Parties, and wherein for the AMD FMV, such disclosure and
sublicense shall be no earlier than *** of the applicable Process Development Project if AMD has an ownership interest of at least ***
percent (*(***%) at the *** or *** if AMD has an ownership interest of less than *** percent (***%) in the AMD FMV at the time of
disclosure, provided in either case:
a. The AMD FMV may not ***, provided that in no case shall the AMD FMV be prohibited from selling ***; and
b. ***; and
c. Any other owners of the AMD FMV do not receive a license to any Bulk CMOS or Industry Standard Information under the AMD
FMV license grants in this Section 7.7. AMD shall contractually require the AMD FMV to put procedures in place to prevent the
disclosure of any Bulk CMOS or Industry Standard Information to any other owners of the AMD FMV. It is understood that
employees of AMD’s current flash memory partner working within the AMD FMV might be exposed to such disclosed information
and such exposure shall not constitute a disclosure under this Section nor a breach of any confidentiality obligations hereunder; and
(ii) to *** no earlier than the *** of the applicable Process Development Project
Such sublicenses will not be granted without a written agreement between the disclosing party and the sublicensee. Such sublicenses and sublicense
agreements shall be subject to the following:
(a) Except for the AMD FMV for the purpose of producing flash memory products, such sublicenses must be for the entire Derivative Process,
and not solely or primarily those portions of the Derivative Process derived from the Specific Results. Furthermore, and with respect only to
the AMD FMV, such sublicense and disclosure may be to portions of those Bulk CMOS and Industry Standard CMOS Specific Results
identified in accordance with Section 3.4;
(b) such sublicenses shall specifically exclude the right for the Third Party to utilize all or any aspect of the Derivative Process to develop,
derive, or
***Confidential Treatment Requested.
Third Amendment and Restatement of “S” Process Development Agreement between AMD and IBM
IBM - AMD Confidential Page 32 of 90
Source: ADVANCED MICRO DEVIC, 10-K, March 01, 2007