AMD 2006 Annual Report Download - page 205

EXECUTION VERSION
8.7 After September 30, 2003, AMD may exercise the sublicensing option in this Section 8.7. IBM hereby grants to AMD the right to disclose and sublicense
the process technology developed by IBM and AMD under this Agreement including SOI Device Information, High Performance Device Information and
Bulk CMOS and Industry Standard CMOS Information and Pre-T0 Information (excluding High Sensitivity Pre-T0 Information) subject to the following
requirements. AMD may sublicense no more than *** with a combined maximum of *** wafers per month for such technology consumed by, or supplied
to the ***. Said combined maximum volume amount for a specific technology will apply until the confidentiality period for that specific technology
expires. AMD must own greater than *** (defined in the same manner as for Subsidiary except for the ownership percentage) *** and the *** own the
*** except for ***. The *** will derive no more than *** percent of its total revenue from ***. The *** will not be based in *** (which for purposes of
this Section 8.7 *** does not include ***). The *** will not have the right to use the licensed technology to provide ***. The *** will not have the right to
use the licensed technology other than in ***. The *** will not be *** any sooner than *** after the later termination of either the ***. The *** will not be
located in ***.
If AMD builds or has built a 65 nm, 45 nm or 32nm manufacturing facility for the purpose of exercising AMD’s rights and performing AMD’s obligations
under the immediately proceeding paragraph of this Section 8.7 and AMD and a *** cannot utilize all of the combined maximum capacity of *** wafers
per month, then six (6) months prior to start of installation of 65 nm, 45 nm and 32nm technology for volume production for any unutilized combined
maximum capacity, and yearly thereafter for any uncontracted, unutilized combined maximum capacity, AMD will so notify IBM in writing, and IBM will
have the right of first refusal of the unutilized combined maximum capacity at a price to IBM of the then current average market price for such wafers ***
percent, but in no event will *** under substantially similar terms and conditions. For the capacity that IBM refuses, AMD may sell *** including ***
subject to this Section 8.7 to Third Parties (other than those that are not permitted to be a ***) provided AMD pays the royalty specified in Section 5.6.
The foregoing notification obligation will cease when the royalty payment obligation for a technology expires.
8.8 IBM and AMD will meet on or before June 30, 2010 to discuss the possibility of continuing “S” Process development for a period beginning upon the
expiration of this Agreement (“Extension Period”). The exact Strategic Technology Objectives for Process Development Projects during the Extension
Period will be negotiated by IBM and AMD with the goal of industry leading performance. IBM will attempt to recruit a third and fourth partner for
participation in “S” Process development during the term of the Extension Period and AMD will assist IBM in these recruitment efforts and will be
flexible in altering the terms and conditions of the “S” Process development to accommodate such third and fourth partners, provided however, the third or
fourth partner is not Intel and the Strategic Technology Objectives still seek industry leading performance.
***Confidential Treatment Requested.
Third Amendment and Restatement of “S” Process Development Agreement between AMD and IBM
IBM - AMD Confidential Page 37 of 90
Source: ADVANCED MICRO DEVIC, 10-K, March 01, 2007