AMD 2006 Annual Report Download - page 202

EXECUTION VERSION
circumventing the terms and conditions of this Section 7. Further, disclosure of such technical information shall not be prevented even if a minor portion
of Bulk CMOS or Industry Standard CMOS Information embodied in Specific Results is commingled with and constitutes an inseparable element of such
technical information. Additionally, the Parties agree that, subject to the terms of this Section 7.8, AMD reserves the right to use AMD Background
Know-How and to disclose such Background Know-How to Third Parties, without limitation even if a minor portion of Pre-T0 Information (excluding
High Sensitivity Pre-T0 Information) is commingled with and constitutes an inseparable element of such technical information. Prior to disclosing any
such commingled Pre-T0 Information to Third Parties, AMD must obtain written approval of IBM’s Management Committee member, which approval
shall not be unreasonably withheld. In addition, AMD agrees that, to the extent it has the right to do so, AMD will submit as AMD Background
Know-How any improvements or enhancements made by AMD or a Third Party to such commingled Pre-T0 Information. AMD further agrees that it will
exercise reasonable efforts to obtain the right to submit such improvements or enhancements as AMD Background Know-How. AMD’s failure to provide
such submissions due to administrative reasons shall not be considered a breach of this Agreement. For clarity, any information that substantially alters the
fundamental nature of the commingled Pre-T0 Information shall not be considered a “minor portion”. If any dispute arises with regard to the definition of
“minor portion” prior to disclosure, the Management Committee shall resolve such dispute. No royalties shall be payable in connection with the
disclosures permitted by this Section 7.8.
In addition, AMD may request permission in writing from IBM to disclose Specific Results and/or Pre-T0 Information, in addition to that set forth in
Sections 7.5, 7.6, 7.7 and 7.8 to Third Parties. IBM will consider and respond in writing within four weeks to each such request.
7.9 IBM shall have the right to disclose Specific Results to any Subsidiary or any Third Party, at any time and for any purpose, and such recipients shall have
the right to disclose Specific Results to their Subsidiaries, provided that such disclosures shall be subject to appropriate confidentiality terms that, at a
minimum, shall have a term of confidentiality no shorter than that set forth herein.
7.10 With respect to information that does not relate to the Process Development Projects and which is considered confidential by either Party, it is not the
intention of either Party to disclose to or obtain from the other Party any such information. In particular, the Parties acknowledge that IBM has other
development projects and relationships being conducted in the Development Facilities, and the Parties shall take reasonable precautions to limit the
disclosure and receipt of information unrelated to Process Development Projects. In the event that a Representative of one Party obtains any such
information of the other Party that is designated as confidential or which should from its nature be understood to be confidential, the Technical
Coordinators of both Parties shall be informed, and any such information in tangible form shall promptly be returned to said originating Party. Nothing in
this Agreement shall convey any right to said Party to use said tangible information for any purpose. However, any non-tangible information related to said
information which is retained in the minds of the Party’s employees will be treated as Specific Results.
Third Amendment and Restatement of “S” Process Development Agreement between AMD and IBM
IBM - AMD Confidential Page 34 of 90
Source: ADVANCED MICRO DEVIC, 10-K, March 01, 2007