AMD 2006 Annual Report Download - page 211

EXECUTION VERSION
11.2 Designated Inventions made jointly by one or more Representatives or contractors of one Party with one or more Representatives or contractors of any
other Party, and title to all patent applications filed thereon and all patents issued thereon, shall be jointly owned by the inventing Parties. Each inventing
Party shall have the right to grant licenses (including the right of any licensee to grant sublicenses) to the inventing Party’s Subsidiaries and/or to Third
Parties under any patent issued on such a joint Designated Invention without compensation to the other inventing Party and/or its or their Representatives
or contractors, which hereby give any necessary consent for granting such licenses as may be required by the law of any country. All expenses, other than
internal patent department expenses of the Parties, incurred in obtaining and maintaining such patents shall be equally shared by the inventing Parties
(except as provided hereinafter). Prior to filing any patent application in respect of any such joint Designated Inventions the inventing Parties shall hold
consultations and agree on whether this is appropriate and, if so, which of them shall file and prosecute such application and in which countries
corresponding applications shall be filed and by whom. With respect to any joint Designated Invention, where one inventing Party elects not to seek or
maintain such protection thereon in any particular country or not to share equally in the expenses thereof, the other inventing Party shall have the right to
seek or maintain such protection in said country at its or their own expense and shall have full control over the prosecution and maintenance thereof even
though title to any patent issued thereon shall be joint.
11.3 With respect to Designated Inventions under Sections 11.1, the owning Party hereby grants the other Party the same rights and obligations with respect to
the relevant Specific Results provided for in this Agreement to carry out the activities set forth in this Agreement (including, but not limited to, Sections 7,
8 and 9). With respect to patents issued on said Designated Inventions, the license granted by the owning Party to the other Party shall be an irrevocable
(subject to the terms and conditions of this Agreement), worldwide, non-exclusive, royalty-free, paid-up license to make, have made, use, lease, sell, offer
to sell, import and otherwise transfer any products and to practice and have practiced any process and shall include the right of such licensed Party to
sublicense its Subsidiaries of the same or within the scope of the foregoing license.
11.4 Each Party shall give the other Party all reasonable assistance in connection with the preparation or prosecution of any patent application filed by said
other Party and shall cause to be executed all assignments and other instruments and documents as said other Party may consider necessary or appropriate
to carry out the intent of this Section 11.
11.5 Nothing in this Agreement shall affect any patent license agreements between the Parties currently existing, but may confer rights on one or more Parties
in addition to the rights they may have under such existing agreements.
11.6 To the extent that a license grant under Sections 9 and 11 recites the right to make any product, apparatus and/or material, or practice any method or
process in the manufacture of same, such grant shall not be construed as conveying the right to a Party or other entity to “have made” such product
apparatus and/or material, or “have practiced” any such method or process, unless such right is expressly recited therein.
Third Amendment and Restatement of “S” Process Development Agreement between AMD and IBM
IBM - AMD Confidential Page 43 of 90
Source: ADVANCED MICRO DEVIC, 10-K, March 01, 2007