AMD 2006 Annual Report Download - page 214

EXECUTION VERSION
documentation or materials embodying Specific Results and/or Background Know-How, and such return or destruction shall be certified to the
non-breaching Party, in writing, by an officer of the breaching Party. Other than any such termination of licenses and disclosure rights to the breaching
Party, Sections 1; 3.8.1, 4.9 – 4.13, inclusive; 5.2, 5.4 – 5.8, inclusive; 5.10; 5.11; 5.12; 5.13; 6; 7.1, 7.3-7.10 inclusive; 8; 9; 10; 11; 12; 13; 16; 17 and 18
shall survive and remain in full force and effect. In addition, the breaching Party shall continue to be bound by the limitations and obligations set forth in
Sections: 1; 4.9 and 4.10; 5.2, 5.4 – 5.8, inclusive; 5.10; 5.11; 5.12; 5.13; 6; 7.1, 7.3, 7.4; 8.6; 9.2; 12; 13; 16; 17; and 18.
Additionally, AMD shall have the right to immediately terminate (for convenience and without liability to either Party) this Agreement by giving written
notice of termination to IBM, if IBM sells, leases, exchanges or otherwise transfers (in one transaction or a series of related transactions) the assets of its
microelectronics business unit required to perform its obligations under this Agreement. Sections 1; 3.8.1; 4.9 – 4.13, inclusive; 5.2, 5.4 – 5.8, inclusive;
5.10; 5.11; 5.12; 5.13; 6; 7.1, 7.3-7.10 inclusive; 8; 9; 10; 11; 12; 13; 16; 17 and 18 shall survive and continue after the date of such termination and shall
bind the Parties and their legal representatives, successors and assigns, provided however that no payments shall be due by AMD under Section 5.8 for
licenses granted under the surviving terms of the Agreement.
Additionally, AMD shall have the right to terminate (for convenience and without liability to either Party) the development of eDRAM Technology
effective December 31, 2008 by giving written notice of termination to IBM any time prior to June 30, 2008. In the event of such termination the following
will occur: (i) all Process Development Projects and other activities related to eDRAM Technology shall terminate effective December 31, 2008, (ii) the
licenses granted by IBM to AMD under Section 8.21(b) shall lapse effective December 31, 2008, (iii) AMD’s payments to IBM under Section 5.1 shall be
decreased relative to the tables in Section 5.1 by *** ($***) for each of the third and fourth calendar quarters of 2008 and by *** dollars ($***) for each
calendar quarter between the first calendar quarter of 2009 through the second calendar quarter of 2010, inclusive, and (iv) the royalty provisions of
Section 5.13 shall become effective. In the event of such termination, the Parties may hold negotiations regarding the granting of some portion of the
licenses under Section 8.21(b) subject to mutually agreeable terms and conditions (for clarity, including fees commensurate with the scope of such portion
of licenses to be granted) to be negotiated by the Parties.
SECTION 13 – FUNDS TRANSFER, NOTICES AND OTHER COMMUNICATIONS
13.1 Any notice or other communication required or permitted to be given to either Party pursuant to this Agreement shall be sent to such Party by facsimile or
by registered airmail, postage prepaid, addressed to it at its address set forth below, or to such other address as it may designate by written notice given to
the other Party. All payments due hereunder to IBM shall be made to IBM by telegraphic transfer or other equally expeditious means and IBM shall notify
the other Party within thirty (30) days of the date of this Agreement of the account and other details needed by the other Party in order to
***Confidential Treatment Requested.
Third Amendment and Restatement of “S” Process Development Agreement between AMD and IBM
IBM - AMD Confidential Page 46 of 90
Source: ADVANCED MICRO DEVIC, 10-K, March 01, 2007