EXHIBIT 10.25(a)
AMENDMENT
This is an Amendment to the Technology Development and License Agreement
("Agreement") entered into as of October 1, 1998 by and between Advanced Micro
Devices, Inc. and its Subsidiaries ("AMD"), a Delaware Corporation, with
principal offices located at One AMD Place, P.O. Box 3453, Sunnyvale, California
94088-3453, and Motorola, Inc. and its Subsidiaries ("Motorola"), a Delaware
corporation, with principal offices located at 1303 East Algonquin Road,
Schaumburg, Illinois 60196.
Add Section 1.40 as follows:
1.40 ***** a semiconductor manufacturing process wherein *****. ***** may be
used in conjunction with semiconductor manufacturing technologies such
as Logic Process Technologies and Embedded Flash Technology.
Amend Section 5.1 as follows:
Change the first sentence to read "The parties will undertake Projects to
complete and develop Logic Process Technologies and ***** in conjunction with
Logic Process Technologies."
Add new Section 5.8 as follows:
5.8 ***** Licenses.
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(a) The parties intend to create a Statement of Work on ***** and to
collaborate on the remaining development of that technology. It
is anticipated that each party will make contributions to the
development of that technology. Any contributions or Improvements
to ***** developed solely by AMD will be deemed AMD Technology,
subject to Motorola's rights in *****. Any contributions or
Improvements to ***** developed solely by Motorola will be deemed
Motorola Technology, subject to AMD's rights in *****.
(b) Motorola hereby grants to AMD under Motorola Intellectual
Property a non-exclusive, non-transferable, worldwide, royalty-
free (except as provided in Sections 6.5 and 6.6) license to:
(i) practice the methods and processes of ***** and Motorola
Improvements to *****,
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Confidential treatment has been requested for portions of this exhibit. The
copy filed herewith omits the information subject to the confidentiality
request. Omissions are designated as *****. A complete version of this exhibit
has been filed separately with the Securities and Exchange Commission.
(ii) make, have made, use, import and sell devices manufactured
using ***** and Motorola Improvements to *****,
(iii) make Improvements to ***** and Derivative Processes using
***** technology,
(iv) only with Motorola approval, such approval not to be
unreasonably withheld, undertake ***** within ***** after
the first commercial shipment of a product manufactured
using ***** and without approval, undertake *****
thereafter with respect to ***** and sublicense the rights
granted in Section 5.8 (b)(i), (ii) and (iii) only as part
of such *****,
(v) only with Motorola approval, such approval not to be
unreasonably withheld, undertake ***** with respect to
***** and sublicense the rights granted in Section 5.8
(b)(i),(ii) and (iii) only as part of such *****,
(vi) only with Motorola approval, such approval not to be
unreasonably withheld, undertake ***** with respect to
***** and sublicense the rights granted in Section 5.8
(b)(i), (ii) and (iii) only as a part of such *****, and
(vii) only with Motorola approval, such approval not to be
unreasonably withheld, undertake ***** within *****
after the first commercial shipment of a product
manufactured using ***** and without approval, undertake
unlimited ***** thereafter with respect to ***** and
sublicense the rights granted in Section 5.8 (b)(i),
(ii) and (iii) only as a part of such *****, and
upon the later of (i) first commercial shipment of a product
manufactured using HIP7L or (ii) ***** after the first
commercial shipment of a product manufactured using HIP6L:
(viii) undertake ***** with respect to ***** and sublicense the
rights granted in Section 5.8 (b)(i), (ii) and (iii)
only as part of such *****,
(ix) undertake ***** with respect to ***** and sublicense the
rights granted in Section 5.8 (b)(i), (ii) and (iii)
only as part of such *****,
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*****Certain information on this page has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.
(x) undertake ***** with respect to ***** and sublicense the
rights granted in Section 5.8 (b)(i), (ii) and (iii)
only as a part of such *****, and
(xi) undertake ***** with respect to ***** and sublicense the
rights granted in Section 5.8 (b)(i), (ii) and (iii)
only as a part of such *****.
(c) AMD hereby grants to Motorola under AMD Intellectual Property, a
non-exclusive, non-transferable, worldwide, royalty-free license
to:
(i) practice the methods and processes of ***** and AMD
Improvements to *****,
(ii) make, have made, use, import and sell devices manufactured
using ***** and AMD Improvements to *****,
(iii) make Improvements to ***** and Derivative Processes using
***** technology,
(iv) undertake ***** with respect to ***** and sublicense the
rights granted in Section 5.8 (c)(i), (ii) and (iii)
only as part of such *****,
(v) undertake ***** with respect to ***** and sublicense the
rights granted in Section 5.8 (c)(i), (ii) and (iii)
only as part of such *****,
(vi) undertake ***** with respect to ***** and sublicense the
rights granted in Section 5.8 (c)(i), (ii) and (iii)
only as a part of such *****, and
(vii) undertake ***** with respect to ***** and sublicense the
rights granted in Section 5.8 (c)(i), (ii) and (iii)
only as a part of such *****.
(d) In the event that AMD exercises its rights granted by Motorola
in Section 5.8(b) (iv)-(xi) Motorola will negotiate in good
faith with such ***** for a license under Motorola patents
essential to utilize ***** and Improvements thereto on
reasonable terms, or, at Motorola's option, will represent and
warrant to AMD that it will not assert it's patents essential
to utilize ***** against the *****. In the event that Motorola
enters into a patent license with, or covenants not to assert
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***** Certain information on this page has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.
its patents against, a ***** who received a ***** under *****
as described in this Section, AMD will ***** from such *****
upon the later of (i) first commercial shipment of a product
manufactured using the combination of HIP7L and ***** or (ii)
***** after the first commercial shipment of a product
manufactured using HIP6L.
(e) In the event that Motorola exercises its rights granted by AMD
in Section 5.8(c) (iv)-(vii) AMD will negotiate in good faith
with such ***** for a license under AMD patents essential to
utilize ***** and Improvements thereto on reasonable terms, or,
at AMD's option, will represent and warrant to Motorola that it
will not assert it's patents essential to utilize ***** against
the *****. In the event that Motorola enters into a patent
license with, or covenants not to assert its patents against, a
***** who received a ***** under ***** as described in this
Section, ***** from such ***** upon the later of (i) first
commercial shipment of a product manufactured using the
combination of HIP7L and ***** or (ii) ***** after the first
commercial shipment of a product manufactured using HIP6L.
(f) AMD will assign engineers to work in agreed-upon wafer
fabrication facilities of Motorola in order to gain an
understanding of *****. AMD will install an ***** production
process in AMD's *****. Motorola will train and support the AMD
engineers with respect to ***** including but not limited to,
disclosing all necessary information and know-how and providing
all necessary documentation and technical support.
(g) The parties understand that Motorola may gain access to *****
process or design information or know-how. In such event and
provided it is legally permitted to do so, Motorola will
disclose such information to AMD further provided that prior to
any such disclosure i) Motorola describes in writing to AMD any
restrictions placed upon Motorola or AMD by the ***** of such
information or know-how as well as the identity of the *****,
and (ii) AMD agrees in writing to the described restrictions.
In the particular situation of Motorola entering into an
agreement with ***** pertaining to ***** design information,
AMD agrees that Section 5.8(g)(ii) above shall not apply and
that AMD shall accept such restrictions.
(h) It is the further intent of the parties to jointly develop or
to disclose to one another design information specific to the
design of well-known, general purpose circuit block in *****
technology. It is the intent of the parties that each shall be
able to use such information to design and have designed
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***** Certain information on this page hgas been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.
semiconductor products. Notwithstanding the above, no licenses
are granted by this Section to proprietary circuit blocks or
designs of Motorola or AMD.
Replace Section 6.7 with the below new Section 6.7.
6.7 HIP6F.
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(a) The parties will undertake one or more Projects and create a Statement of
Work therefore of HIP6F and SGEFT and collaborate on the development of
those technologies. It is anticipated that each party will make substantial
contributions to the development of those technologies. Any contributions
or Improvements to HIP6F and SGEFT developed solely by AMD will be deemed
AMD Technology, subject to Motorola's rights in HIP6F and SGEFT. Any
contributions or Improvements to HIP6F and SGEFT developed solely by
Motorola will be deemed Motorola Technology, subject to AMD's rights in
HIP6F and SGEFT. *****. In the event that the parties cannot agree on a
Statement of Work for a Project hereunder within ***** of the execution of
this Amendment, Sections 1.40, 5.8, this Section 6.7, and the change to
Section 5.1 shall become null and void or revert back to the original
Sections prior to this Amendment, as the case may be.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
January 21, 2000.
ADVANCED MICRO DEVICES, INC. MOTOROLA, INC.
Signature: Signature:
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Name: Name:
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***** Certain information on this page has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.