AMD 2006 Annual Report Download - page 201

EXECUTION VERSION
otherwise create a fabrication process to fabricate SOI Integrated Circuits or High Performance Integrated Circuits. Furthermore, for Third
Parties who are Foundry Companies, such sublicense shall include the right for such Third Parties to manufacture Semiconductor Products
only for sale to AMD until *** after Qualification of the applicable Process Development Project and thereafter to others;
(c) such sublicenses shall be subject to confidentiality terms that are the same or substantially similar to those set forth in this Agreement, and at
a minimum must have a confidentiality term that is no less than that set forth herein and include IBM as a third party beneficiary with
respect to such confidentiality terms that may be disclosed under said sublicense so that IBM is enabled to enforce its rights with respect to
such confidentiality terms and to seek to obtain damages as may be appropriate;
(d) such sublicense shall terminate, with immediate effect if the Third Party undergoes any of the following:
becomes insolvent, is dissolved or liquidated, files or has filed against it a petition in bankruptcy, reorganization, dissolution or liquidation
or similar action filed by or against it, is adjudicated as bankrupt, or has a receiver appointed for its business;
has all or a substantial portion of its capital stock or assets expropriated or attached by any government entity; or
with the exception of the AMD FMV, the Third Party undergoes a Change of Control (as such term is defined in Section 12.3 of this
Agreement, as modified to apply to such sublicensee instead of AMD), but with regard to the AMD FMV, if a new entity formed from the
former AMD FMV is no longer an AMD FMV, such sublicense to the new entity shall survive; and
(e) to the extent permitted by law, such agreement shall grant IBM third party beneficiary status (or the equivalent under whatever law applies
to the sublicense agreement) with an independent right to enforce the confidentiality and license term of the agreement. If AMD fails to
reach an agreement with its disclosee(s) on such third party beneficiary status, then IBM shall discuss and negotiate with AMD for a
possible alternative to this sub-section (e).
7.8 Notwithstanding any other provision of this Agreement, AMD shall not be prevented from furnishing or disclosing technical information whether or not
included in Specific Results developed solely by AMD, or by AMD and Third Parties to any Third Party. For the avoidance of doubt, AMD agrees that it
shall not engage with Third Parties to develop technical information within the scope of this Agreement for the purpose of
Third Amendment and Restatement of “S” Process Development Agreement between AMD and IBM
IBM - AMD Confidential Page 33 of 90
Source: ADVANCED MICRO DEVIC, 10-K, March 01, 2007