AMD 2006 Annual Report Download - page 208

EXECUTION VERSION
8.17 IBM hereby grants to AMD a non-exclusive, perpetual, worldwide, irrevocable (subject to all the terms and conditions of this Agreement including the
payment of royalties in Section 5.7) license to use the Bulk CMOS Information and portions of Specific Results other than those portions which AMD uses
*** manufactured in the applicable technology generation (e.g. 45nm, 32nm) in any given quarter for the purpose of researching, developing, engineering
and manufacturing up to *** wafers (other than SOI Wafers) per week in 65nm, 45nm and/or 32 nm technology, including the right to sell, market,
distribute or otherwise dispose of such wafers to Third Parties, provided that such licensed wafers manufactured using the aforementioned portions of
Specific Results shall not include high performance microprocessors intended for use in high performance enterprise Servers.
8.18 IBM has identified in Exhibit L that Pre-T0 Information not yet selected by the Management Committee for use in a Process Development Project that
IBM chooses, in its sole discretion, to maintain as confidential information (“High Sensitivity Pre-T0 Information”). AMD agrees that IBM reserves the
right to update Exhibit L when any of such information is no longer considered to be High Sensitivity Pre-T0 Information or when IBM provides AMD
with significant data to support the addition of new High Sensitivity Pre-T0 Information to Exhibit L. If AMD does not believe that IBM has provided
significant data to support such addition or if AMD believes that items should be removed from Exhibit L, the issues shall be elevated to the Management
Committee for resolution. Additionally, IBM agrees that any information on Exhibit L that is publicly disclosed, without breach of either Party’s
confidentiality agreements with each other or with a Third Party, shall no longer be considered High Sensitivity Pre-T0 Information. Any other update to
Exhibit L shall require the approval of the AMD and IBM Representatives on the Management Committee.
AMD may use Pre-T0 Information that is not High Sensitivity Pre-T0 Information for any purpose. AMD may not transfer the High Sensitivity Pre-T0
Information to any Subsidiaries or Third Parties without written approval of the IBM Representative on the Management Committee. Pre-T0 Information
(other than High Sensitivity Pre-T0 information) may be disclosed to Third Parties, subject to AMD’s obligations under Section 7. In addition, AMD
agrees at its sole discretion and to the extent it has the right to do so, to submit as AMD Background Know-How any improvements or enhancements made
by AMD or a Third Party to such Pre-T0 Information.
Additionally, AMD agrees that it will not sell commercially available products that use High SensitivityPre-T0 Information prior to *** without IBM’s
written approval, which IBM approval will not be unreasonably withheld. Notwithstanding the foregoing, AMD will not be prevented from selling such
products using High Sensitivity Pre-T0 information if (a) such High Sensitivity Pre-T0 information is not detectable through reverse engineering, and
(b) AMD has not disclosed use of such High Sensitivity Pre-T0 Information.
8.19 For the avoidance of doubt, as set forth in Section 3.9.2 a., AMD shall be permitted to perform bumping using the Bump Technology for up to ***
semiconductor wafers per
***Confidential Treatment Requested.
Third Amendment and Restatement of “S” Process Development Agreement between AMD and IBM
IBM - AMD Confidential Page 40 of 90
Source: ADVANCED MICRO DEVIC, 10-K, March 01, 2007