AMD 2006 Annual Report Download - page 204

EXECUTION VERSION
8.4 AMD hereby grants to IBM, under AMD’s trade secret and know how rights in and to Background Know-How that becomes part of Specific Results
pursuant to Section 3 or is a part of Pre-T0 Information (including High Sensitivity Pre-T0 Information), a non-exclusive, perpetual, worldwide, fully
paid-up, and irrevocable (subject to all the terms and conditions of this Agreement), license to use such Background Know-How for the purpose of
researching, developing, engineering, manufacturing, using, marketing, selling, servicing and otherwise disposing of Integrated Circuits, and to make
derivatives of such information for such uses. In the case of copyrights, such license is to copy documentation and other written expression, to make
derivative works of such written expression, to distribute such documentation and derivatives, and execute, display, and perform to the extent consistent
with the provisions of Section 7; provided however, that IBM shall make only such numbers of copies and create such derivative works as are reasonably
necessary for it to carry out the license rights set forth herein. In the case of mask work rights, such license is to use any process-related mask design
information provided to a Process Development Project (e.g. kerf test structures) and create derivative works thereof, as reasonably necessary for IBM to
carry out the license rights set forth herein. Unless otherwise authorized, this right shall not include any rights to utilize any product design information in
such masks. The foregoing rights include the right for IBM to use such information and materials at facilities it solely owns or solely controls and the
Development Facilities, with the right to also utilize such information and materials (subject to the foregoing restrictions) at facilities of Subsidiaries to
whom such information and materials have been disclosed pursuant to Sections 7.9 and 8.5.
8.5 The licenses granted in Sections 8.1 through 8.4 shall include the right for each Party to sublicense consistent with their respective disclosure rights as set
forth in Section 7, subject to the terms and conditions set forth therein and as may be applicable pursuant to this Section 8. Each Party agrees to not
unreasonably withhold the granting, upon request by a recipient to whom disclosure has been made pursuant to Sections 7.5, 7.7, and 7.9, of a
non-exclusive license under such Party’s patents, under reasonable and non-discriminatory terms and conditions, to the extent necessary for such recipient
to utilize the disclosed information for the purposes set forth in the applicable clause of Section 7, provided such recipient otherwise respects the
intellectual property rights of the granting Party.
8.6 No license or other right is granted herein by any Party to the other Party, directly or indirectly, by implication, estoppel or otherwise, with respect to any
trade secrets, know-how, copyrights, mask works, patents, patent applications, utility models, or design patents except as expressly set forth in this
Agreement, and no such license or other right shall arise from the consummation of this Agreement or from any acts, statements or dealings leading to
such consummation. The Parties expressly understand and acknowledge that any patent license rights that may be required to carry out the licenses set
forth in this Agreement are set forth in separate patent cross-license agreements between them.
Third Amendment and Restatement of “S” Process Development Agreement between AMD and IBM
IBM - AMD Confidential Page 36 of 90
Source: ADVANCED MICRO DEVIC, 10-K, March 01, 2007