EXHIBIT 10.26
AMD/Motorola Patent License Agreement
December 3, 1998 - Execution Document
PATENT LICENSE AGREEMENT
THIS AGREEMENT is entered into by and between Motorola, Inc., a Delaware
corporation having an office at 1303 E. Algonquin Road, Schaumburg, Illinois
60196, (hereinafter called "MOTOROLA"), and Advanced Micro Devices, Inc., a
Delaware corporation having an office at One AMD Place, P.O. Box 3453,
Sunnyvale, California 94088-3453 (hereinafter called "AMD").
WHEREAS, MOTOROLA owns and has, or may have, rights in various patents issued,
and applications for patents pending, in various countries of the world as to
which AMD desires to acquire licenses as hereinafter provided, and
WHEREAS, AMD owns and has, or may have, rights in various patents issued, and
applications for patents pending, in various countries of the world as to which
MOTOROLA desires to acquire licenses as hereinafter provided, and
WHEREAS, AMD and MOTOROLA are engaged in continuing research, development and
engineering in regard to LICENSED PRODUCTS (as hereinafter defined) and have
programs for the patenting of inventions resulting therefrom,
NOW THEREFORE, in consideration of the mutual covenants and conditions
hereinafter set forth, it is agreed as follows:
Section 1. - DEFINITIONS
The capitalized terms used herein shall have the definitions assigned to them in
this Section 1, and shall include the singular as well as the plural.
1.1. SUBSIDIARY means a corporation, company, or other entity, fifty percent
(50%) or more of whose outstanding shares or securities (representing the right
to vote for the election of directors or other managing authority) are, now or
hereafter, owned or controlled, directly or indirectly by a party hereto, but
such corporation, company, or other entity shall be deemed to be a SUBSIDIARY
only so long as such ownership or control exists.
1.2. SEMICONDUCTIVE MATERIAL means any material whose conductivity is
intermediate to that of metals and insulators at room temperature and whose
conductivity, over some temperature range, increases with increases in
temperature. Such material shall include but not be limited to refined products,
reaction products, reduced products, mixtures and compounds.
1.3. SEMICONDUCTOR ELEMENT means a device consisting primarily of one or more
active and/or passive circuit elements formed on, or in, a unitary body of
SEMICONDUCTIVE MATERIAL for performing electrical or electronic functions, which
device may include a plurality of electrodes and/or means for contacting or
interconnecting such elements, and whether or not said body consists of a single
SEMICONDUCTIVE MATERIAL or of a multiplicity of such materials, and whether or
not said body includes one or more layers or other regions (constituting
substantially less than the whole of said body) of a material or materials which
are
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.
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December 3, 1998 - Execution Document
of a type other than SEMICONDUCTIVE MATERIAL and, if provided therewith, such
device includes housing and/or supporting means therefor. SEMICONDUCTOR ELEMENT
shall not include magnetoresistive devices or devices formed of materials having
a permanent magnetic effect.
1.4. MANUFACTURING APPARATUS means as to each party hereto, any instrumentality
or aggregate of instrumentalities primarily designed for use in the fabrication
of that party's LICENSED PRODUCTS (as hereinafter defined).
1.5. FUNCTIONAL ASSEMBLY means (i) a single SEMICONDUCTOR ELEMENT or (ii) two or
more SEMICONDUCTOR ELEMENTS mechanically and functionally interconnected in an
inseparable and irreplaceable manner within a single housing therefor for
generating, receiving, transmitting, storing, transforming or acting in response
to a signal.
1.6. MICROPROCESSOR means a FUNCTIONAL ASSEMBLY having a central processing unit
which includes registers, control logic, decision logic, and input-output
circuitry appropriately coupled to interconnections and has a capability of
executing temporarily or permanently stored instructions or microinstructions
and which central processing unit may also include internal buses such as data
buses, address buses, or control buses; and which FUNCTIONAL ASSEMBLY may also
include memory, clocks, input-output interface circuitry, or other electronic
functions ordinarily associated with or connected to central processing units.
1.7. INPUT-OUTPUT ADAPTOR means a FUNCTIONAL ASSEMBLY which is adapted to
provide an interface between a MICROPROCESSOR and any instrumentality or
aggregate of instrumentalities adapted to compute, classify, process, transmit,
receive, retrieve, originate, switch, store, display, manifest, measure, detect,
record, reproduce, handle, or utilize any form of information, intelligence or
data for business, scientific, control or other purposes, but shall not include
such instrumentality or aggregate of instrumentalities, per se.
1.8. SYSTEM means one or more FUNCTIONAL ASSEMBLIES whether or not combined with
one or more active and/or passive elements for performing electrical or
electronic functions, whether or not a housing and/or supporting means for said
circuitry is included.
1.9. ELECTRICAL METHOD means a method or steps for using FUNCTIONAL ASSEMBLIES,
whether or not combined with one or more active and/or passive elements, for
performing electrical or electronic functions.
1.10. MOTOROLA SEMICONDUCTOR PRODUCTS SECTOR means a MOTOROLA existing business
unit: (i) now consisting of a Consumer Systems Group, a Networking & Computing
Systems Group, a Semiconductor Components Group, a Transportation Systems Group,
and a Wireless Subscriber Systems Group, (ii) having major manufacturing
facilities located in Phoenix, Mesa, Chandler and Tempe, Arizona; Austin, Texas;
Raleigh, North Carolina; Irvine, California; Toulouse, France; Aizu and Sendai,
Japan; Tianjin, China; East Kilbride and South Queensferry, Scotland;
Guadalajara, Mexico; and Seremban, Malaysia; and (iii) making and/or developing
products falling within the definition of LICENSED PRODUCTS (as hereinafter
defined). This definition of the MOTOROLA SEMICONDUCTOR PRODUCTS SECTOR shall
also include any predecessor MOTOROLA business unit of said business units
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taken singularly or in combination and any future business unit of MOTOROLA
which is acquired or derived from, by separation or merger, irrespective of
appellation, said business units taken singularly or in combination, or which is
formed for making and/or developing LICENSED PRODUCTS (as hereinafter defined).
1.11. MOTOROLA PATENTS means all classes or types of patents, utility models,
design patents and applications for the aforementioned of all countries of the
world which, prior to the date of expiration or termination of this Agreement
are:
(i) issued, published or filed, or which properly claim priority from a patent
or application issued, published, or filed, and which arise out of inventions
made solely by one or more employees of the MOTOROLA SEMICONDUCTOR PRODUCTS
SECTOR, or
(ii) are acquired by the MOTOROLA SEMICONDUCTOR PRODUCTS SECTOR:
and under which and to the extent to which and subject to the conditions under
which the MOTOROLA SEMICONDUCTOR PRODUCTS SECTOR may have, as of the EFFECTIVE
DATE of this Agreement, or may thereafter during the term of this Agreement
acquire, the right to grant licenses or rights of the scope granted herein
without the payment of royalties or other consideration to third persons, except
for payments to third persons (a) for inventions made by said third persons
while engaged by the MOTOROLA SEMICONDUCTOR PRODUCTS SECTOR, or (b) as
consideration for the acquisition of such patents, utility models, design
patents and applications. In no event shall the term MOTOROLA PATENTS include or
encompass patents on inventions made by employees of MOTOROLA while in the
employ of groups or operations of MOTOROLA other than the MOTOROLA SEMICONDUCTOR
PRODUCTS SECTOR, except in accordance with Section 3.12.
1.12. AMD PATENTS means all classes or types of patents, utility models, design
patents and applications for the aforementioned of all countries of the world
which, prior to the date of expiration or termination of this Agreement are:
(i) issued, published or filed, or which properly claim priority from a patent
or application issued, published, or filed, and which arise out of inventions
made solely by one or more employees of AMD, or
(ii) are acquired by AMD;
and under which and to the extent to which and subject to the conditions under
which AMD may have, as of the EFFECTIVE DATE of this Agreement, or may
thereafter during the term of this Agreement acquire, the right to grant
licenses or rights of the scope granted herein without the payment of royalties
or other consideration to third persons, except for payments to third persons
(a) for inventions made by said third persons while engaged by AMD or (b) as
consideration for the acquisition of such patents, utility models, design
patents and applications.
1.13. PROCESS AND STRUCTURE PATENT means those claims of a MOTOROLA PATENT or
AMD PATENT, as the case may be, that claim a SEMICONDUCTIVE
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December 3, 1998 - Execution Document
MATERIAL or that claim an invention that is useful in the process of or
apparatus for making SEMICONDUCTIVE MATERIAL or a FUNCTIONAL ASSEMBLY or that
claim the arrangement or structural interrelationship in or on a SEMICONDUCTOR
ELEMENT of regions, layers, electrodes, or contacts thereof. PROCESS OR
STRUCTURE PATENT further means any claim of a MOTOROLA PATENT or AMD PATENT that
claims a FUNCTIONAL ASSEMBLY package or the process of packaging a FUNCTIONAL
ASSEMBLY.
1.14. CIRCUIT PATENT means those claims of a MOTOROLA PATENT or AMD PATENT, as
the case may be, that claim, separately or in combination, a circuit, a complex
of circuits and/or a system arrangement of circuits for generating, receiving,
transmitting, storing, transforming or acting in response to an electrical
signal or that claims a method or steps for using such a plurality of elements.
1.15. LICENSED PRODUCTS means any one or more of the following items, whether or
not an item is incorporated in more comprehensive equipment:
1.15.1. SEMICONDUCTIVE MATERIALS;
1.15.2. SEMICONDUCTOR ELEMENTS;
1.15.3. FUNCTIONAL ASSEMBLIES;
1.15.4. SYSTEMS;
1.15.5. SYSTEMS employing an ELECTRICAL METHOD;
1.15.6. MICROPROCESSORS; and
1.15.7. INPUT-OUTPUT ADAPTORS.
1.16. EFFECTIVE DATE shall mean October 1, 1998.
Section 2. - MUTUAL RELEASES
2.1. *****
*****
*****
*****
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2.2. *****
*****
*****
*****
*****
***** 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.
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Section 3. - GRANTS
3.1. AMD hereby grants to MOTOROLA, for the lives of the AMD PATENTS, a world
wide, non-exclusive, non-transferable license under AMD PATENTS without the
right to sub-license:
3.1.1. to make, *****, LICENSED PRODUCTS and for LICENSED PRODUCTS so made, to
import, use, lease, sell, offer for sale, or otherwise dispose of LICENSED
PRODUCTS
(i) *****
(ii) *****
(iii) *****
and to practice any process or method involved in the manufacture or use
thereof, and
3.1.2. to make, use and have made MANUFACTURING APPARATUS and to practice any
process or method involved in the use thereof.
3.2. AMD hereby grants to MOTOROLA, for the lives of the AMD PATENTS, a
world wide, non-exclusive, non-transferable covenant not to assert AMD PATENTS
against MOTOROLA as a result of the purchase, importation, use, lease, resale,
offer for sale, or other disposal of LICENSED PRODUCTS designed solely or
jointly by or for a third party and manufactured by a third party. *****
.
3.3. AMD hereby grants to MOTOROLA, for the lives of the AMD PATENTS, a world
wide, non-exclusive, non-transferable license under ***** of AMD, without the
right to sub-license, to make, but not to have made, and to sell or otherwise
dispose of exclusively to a third party LICENSED PRODUCTS designed solely (other
than by Motorola) or jointly by or for that third party. AMD hereby further
grants to MOTOROLA, for the lives of the AMD PATENTS, a world wide, non-
exclusive, non-transferable covenant not to assert ***** of AMD against MOTOROLA
for the manufacture, sale, or other disposal of such LICENSED PRODUCTS.
***** 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.
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December 3, 1998 - Execution Document
3.4. AMD hereby grants to MOTOROLA, for the lives of the AMD PATENTS, a
non-exclusive, world wide, non-transferable license under ***** of AMD, without
the right to sub-license, to have made LICENSED PRODUCTS designed solely or
jointly by or for MOTOROLA, and to import, use, lease, sell, offer for sale, or
otherwise dispose of such LICENSED PRODUCTS. AMD hereby further grants to
MOTOROLA, for the lives of the AMD PATENTS, a world wide, non-exclusive,
non-transferable covenant not to assert ***** of AMD against MOTOROLA for having
such LICENSED PRODUCTS made. *****
3.5. MOTOROLA hereby grants to AMD, for the lives of the MOTOROLA PATENTS,
a world wide, non-exclusive, non-transferable license under MOTOROLA PATENTS
without the right to sub-license:
3.5.1. to make, ***** LICENSED PRODUCTS, and for LICENSED PRODUCTS so made,
to import, use, lease, sell, offer for sale, or otherwise dispose of LICENSED
PRODUCTS
(i) *****
(ii) *****
(iii) *****
and to practice any process or method involved in the manufacture or use
thereof, and
3.5.2. to make, use and have made MANUFACTURING APPARATUS and to practice any
process or method involved in the use thereof.
3.6. MOTOROLA hereby grants to AMD, for the lives of the MOTOROLA PATENTS,
a world wide, non-exclusive, non-transferable covenant not to assert MOTOROLA
PATENTS against AMD as a result of the purchase, importation, use, lease,
resale, offer for sale, or other disposal of LICENSED PRODUCTS designed solely
or jointly by or for a third party and manufactured by a third party. *****
.
3.7. MOTOROLA hereby grants to AMD, for the lives of the MOTOROLA PATENTS, a
world wide, non-exclusive, non-transferable license under ***** of MOTOROLA,
without the right to sub-license, to make, but not to have made, and to sell or
otherwise dispose of exclusively to a third party LICENSED PRODUCTS designed
solely (other than by AMD) or jointly by or for that third party. MOTOROLA
hereby further grants to AMD, for the lives of the MOTOROLA PATENTS, a world
wide, non-exclusive, non-
***** 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.
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December 3, 1998 - Execution Document
transferable covenant not to assert ***** of MOTOROLA against AMD for the
manufacture, sale, or other disposal of such LICENSED PRODUCTS. *****
3.8. MOTOROLA hereby grants to AMD, for the lives of the MOTOROLA PATENTS, a
non-exclusive, world wide, non-transferable license under ***** of MOTOROLA,
without the right to sub-license, to have made LICENSED PRODUCTS designed solely
or jointly by or for AMD and to import, use, lease, sell, offer for sale, or
otherwise dispose of such LICENSED PRODUCTS. MOTOROLA hereby further grants to
AMD, for the lives of the MOTOROLA PATENTS, a world wide, non-exclusive,
non-transferable covenant not to assert ***** of MOTOROLA against AMD for having
such LICENSED PRODUCTS made. *****
3.9. (a) Notwithstanding the provisions of Sections 3.5 - 3.8, in no event
shall the license or rights granted to AMD include the right to make, have made,
use, or sell
(i) any MICROPROCESSOR which is able to execute the object code of, or
which substantially utilizes the instruction set of, or which has a
programmer's model which is substantially compatible with the
programmer's model of, any MICROPROCESSOR designed by or for MOTOROLA
and sold by MOTOROLA, including but not limited to the products of the
MCFXXX, 65XX, M68XX, M68XXX, M1468XX, M68HCXX, M683XX, M88XXX,
DSP56XXX, or DSP96XXX families of MICROPROCESSORS, or MICROPROCESSORS
based on the POWER(TM), PowerPC(TM), ColdFire(TM), or MoCORE(TM)
architectures, or any new family of MICROPROCESSORS created by MOTOROLA
prior to the termination of this Agreement, or
(ii) any INPUT-OUTPUT ADAPTOR which has a register set that is
substantially compatible with the register set of any INPUT-OUTPUT
ADAPTOR sold by MOTOROLA and specifically designed by or for MOTOROLA
to interface with a MICROPROCESSOR designed by or for MOTOROLA and sold
by MOTOROLA, or
(iii) any product that incorporates such MICROPROCESSOR or INPUT-OUTPUT
ADAPTOR as elements of their structure.
However, AMD shall have the right, subject to all copyright and mask work rights
owned or controlled by MOTOROLA and subject to the above limitations of this
Section, to develop and manufacture original designs of products performing
substantially the same functions as any MOTOROLA MICROPROCESSOR or INPUT-OUTPUT
ADAPTOR.
(b) Notwithstanding the provisions of Sections 3.1 - 3.4, in no event
shall the license or rights granted to MOTOROLA include the right to make, have
made, use, or sell
(i) any MICROPROCESSOR having an internal architecture proprietary to
AMD and which is able to execute the object code of, or which
substantially utilizes the AMD
***** 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.
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December 3, 1998 - Execution Document
specific instructions of, or which has AMD specific portions of a
programmer's model which is substantially compatible with the AMD
specific portions of a programmer's model of, any MICROPROCESSOR
designed by or for AMD and sold by AMD, including but not limited to
the products of the Kx families of MICROPROCESSORS, or any new family
of MICROPROCESSORS created by AMD prior to the termination of this
Agreement, or
(ii) any INPUT-OUTPUT ADAPTOR which has a register set that is
substantially compatible with the register set of any INPUT-OUTPUT
ADAPTOR sold by MOTOROLA and specifically designed by or for MOTOROLA
to interface with a MICROPROCESSOR designed by or for MOTOROLA and sold
by MOTOROLA, or
(iii) any product that incorporates such MICROPROCESSOR or INPUT-OUTPUT
ADAPTOR as elements of their structure.
However, MOTOROLA shall have the right, subject to all copyright and mask work
rights owned or controlled by AMD and subject to the above limitations of this
Section, to develop and manufacture original designs of products performing
substantially the same functions as any AMD MICROPROCESSOR or INPUT-OUTPUT
ADAPTOR.
3.10. During the term of this Agreement, MOTOROLA agrees *****, based upon any
claim of any MOTOROLA PATENT under which such LICENSED PRODUCTS are licensed
hereunder, for the use of any LICENSED PRODUCTS which are made, imported, sold,
leased or otherwise disposed of by AMD.
3.11. During the term of this Agreement, AMD agrees ***** based upon any claim
of any AMD PATENT under which such LICENSED PRODUCTS are licensed hereunder, for
the use of any LICENSED PRODUCTS which are made, imported, sold, leased or
otherwise disposed of by MOTOROLA.
3.12. MOTOROLA shall have the right to extend the provisions of Sections 2.2,
3.1-3.4, and 3.11, respectively, to any MOTOROLA SUBSIDIARY if such SUBSIDIARY
consents to extend the definition of MOTOROLA PATENTS in Section 1.11 to include
inventions made solely by employees of that SUBSIDIARY and/or solely by
employees of the MOTOROLA SEMICONDUCTOR PRODUCTS SECTOR and such SUBSIDIARY.
Notwithstanding the foregoing, if a third party holding at least twenty percent
(20%) ownership interest in any such SUBSIDIARY asserts a patent against the
LICENSED PRODUCTS of AMD or their use or refuses to grant a license to AMD under
such patent on fair, reasonable and non-discriminatory conditions or otherwise
seeks legal redress, licenses granted hereunder to that SUBSIDIARY shall
terminate as of the date of such assertion or refusal.
3.13. AMD shall have the right to extend the provisions of Sections 2.1 and
3.5- 3.10, respectively, to any AMD SUBSIDIARY if such SUBSIDIARY consents to
extend the definition of AMD PATENTS in Section 1.12 to include inventions made
solely by employees of that SUBSIDIARY and/or solely by employees of AMD and
such SUBSIDIARY.
***** 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.
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Notwithstanding the foregoing, if a third party holding at least twenty percent
(20%) ownership interest in any such SUBSIDIARY asserts a patent against the
LICENSED PRODUCTS of MOTOROLA or their use or refuses to grant a license to
MOTOROLA under such patent on fair, reasonable and non-discriminatory conditions
or otherwise seeks legal redress, licenses granted hereunder to that SUBSIDIARY
shall terminate as of the date of such assertion or refusal. In the event that
AMD's Vantis SUBSIDIARY ceases to be a SUBSIDIARY as defined herein, AMD shall
retain the right to extend the provisions of this Section 3.13 thereto but only
for those products and volumes manufactured and sold at the time of divestiture.
3.14. No licenses under any copyrights or mask work rights of either MOTOROLA
or AMD are granted under this Agreement.
Section 4. PAYMENTS
4.1. The releases, rights, nonassertions, and licenses granted by MOTOROLA to
AMD and by AMD to MOTOROLA *****.
Section 5. TERM ,TERMINATION, AND ASSIGNABILITY
5.1. The term of this Agreement shall be from the EFFECTIVE DATE and shall
extend for a period of seven (7) years unless earlier terminated as elsewhere
provided in this Agreement.
5.2. In the event of any material breach of this Agreement by either party
hereto, if such breach is not corrected within forty-five (45) days after
written notice describing such breach, this Agreement may be terminated
forthwith by further written notice to that effect from the party noticing the
breach.
5.3. Either party hereto shall also have the right to terminate this
Agreement forthwith by giving written notice of termination to the other party
at any time, except in the event of, and only during, a reorganization under
Chapter 11 of the United States Bankruptcy Code, upon or after:
5.3.1. the filing by such other party of a petition in bankruptcy or
insolvency; or
5.3.2. any adjudication that such other party is bankrupt or insolvent; or
5.3.3. the filing by such other party of any legal action or document seeking
reorganization, readjustment or arrangement of its business under any law
relating to bankruptcy or insolvency; or
5.3.4. the appointment of a receiver for all or substantially all of the
property of such other party; or
5.3.5. the making by such other party of any assignment for the benefit of
creditors; or
5.3.6. the institution of any proceedings for the liquidation or winding up of
such other party's business or for the termination of its corporate charter.
***** 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.
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5.4. In the event of termination of this Agreement by one party pursuant to
Section 5.2, the licenses and rights granted to or for the benefit of that one
party hereto and its SUBSIDIARIES under MOTOROLA PATENTS or AMD PATENTS, as the
case may be, depending upon who is the party doing the terminating, shall
*****.
5.5. At such time as is mutually agreeable, at the written request of either
party hereto to the other party hereto, but in no event less than six (6) months
prior to the expiration of this Agreement, the parties hereto shall discuss the
possible extension of or the renewal of the term of this Agreement, including
the possible amendment of the provisions thereof.
5.6. The rights or privileges provided for in this Agreement may be assigned
or transferred by either party only with the prior written consent of the other
party and with the authorization or approval of any governmental authority as
then may be required, except to a successor in ownership of all or substantially
all of the assets of the assigning party, but such successor, before such
assignment or transfer is effective, shall expressly assume in writing to the
other party the performance of all of the terms and conditions of the assigning
party.
Section 6. MISCELLANEOUS PROVISIONS
6.1. Each of the parties hereto represents and warrants that it has the right
to grant to or for the benefit of the other the rights and licenses granted
hereunder in Sections 2 and 3.
6.2. Nothing contained in this Agreement shall be construed as:
6.2.1. restricting the right of MOTOROLA or any of its SUBSIDIARIES to make,
use, sell, lease or otherwise dispose of any particular product or products not
herein licensed;
6.2.2. restricting the right of AMD or any of its SUBSIDIARIES to make, use,
sell, lease or otherwise dispose of any particular product or products not
herein licensed;
6.2.3. an admission by AMD of, or a warranty or representation by MOTOROLA as
to, the validity and/or scope of the MOTOROLA PATENTS, or a limitation on AMD to
contest, in any proceeding, the validity and/or scope thereof;
6.2.4. an admission by MOTOROLA of, or a warranty or representation by AMD as
to, the validity and/or scope of the AMD PATENTS, or a limitation on MOTOROLA to
contest, in any proceeding, the validity and/or scope thereof;
6.2.5. conferring any license or other right, by implication, estoppel or
otherwise, under any patent application, patent or patent right, except as
herein expressly granted under the MOTOROLA PATENTS, and the AMD PATENTS;
***** 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.
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6.2.6. conferring any license or right with respect to any trademark, trade or
brand name, a corporate name of either party or any of their respective
SUBSIDIARIES, or any other name or mark, or contraction, abbreviation or
simulation thereof;
6.2.7. imposing on MOTOROLA any obligation to institute any suit or action for
infringement of any MOTOROLA PATENTS, or to defend any suit or action brought by
a third party which challenges or concerns the validity of any MOTOROLA PATENTS
licensed under this Agreement;
6.2.8. imposing upon AMD any obligation to institute any suit or action for
infringement of any AMD PATENTS, or to defend any suit or action brought by a
third party which challenges or concerns the validity of any AMD PATENTS
licensed under this Agreement;
6.2.9. a warranty or representation by MOTOROLA that any manufacture, use,
sale, lease or other disposition of LICENSED PRODUCTS of AMD will be free from
infringement of any patent other than the MOTOROLA PATENTS licensed herein;
6.2.10. a warranty or representation by AMD that any manufacture, use, sale,
lease or other disposition of LICENSED PRODUCTS of MOTOROLA will be free from
infringement of any patent other than the AMD PATENTS licensed herein;
6.2.11. imposing on either party any obligation to file any patent application
or to secure any patent or maintain any patent in force; or
6.2.12. an obligation on either party to furnish any manufacturing or
technical information under this Agreement.
6.3. No express or implied waiver by either of the parties to this
Agreement of any breach of any term, condition or obligation of this Agreement
by the other party shall be construed as a waiver of any subsequent breach of
that term, condition or obligation or of any other term, condition or obligation
of this Agreement of the same or of a different nature.
6.4. Anything contained in this Agreement to the contrary notwithstanding,
the obligations of the parties hereto shall be subject to all laws, both present
and future, of any Government having jurisdiction over either party hereto, and
to orders or regulations of any such Government, or any department, agency, or
court thereof, and to acts of war, acts of public enemies, strikes, or other
labor disturbances, fires, floods, acts of God, or any causes of like or
different kind beyond the control of the parties, and the parties hereto shall
be excused from any failure to perform any obligation hereunder to the extent
such failure is caused by any such law, order, regulation, or contingency but
only so long as said law, order, regulation or contingency continues.
6.5. The captions used in this Agreement are for convenience only, and are
not to be used in interpreting the obligations of the parties under this
Agreement.
6.6. This Agreement and the performance of the parties hereunder shall be
construed in accordance with and governed by the laws of the State of Texas.
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6.7. If any term, clause, or provision of this Agreement shall be judged to
be invalid, the validity of any other term, clause, or provision shall not be
affected; and such invalid term, clause, or provision shall be deemed deleted
from this Agreement.
6.8. This Agreement is the result of negotiation between the parties, which
parties acknowledge that they have been represented by counsel during such
negotiation; accordingly, this Agreement shall not be construed for or against
either party regardless of which party drafted this Agreement or any portion
thereof.
6.9. In no event shall either party be liable to the other party by reason of
this Agreement or any breach or termination of this Agreement for any loss of
prospective profits or incidental or special or consequential damages.
6.10. This Agreement sets forth the entire Agreement and understanding between
the parties as to the subject matter hereof and merges all prior discussions
between them, and neither of the parties shall be bound by any conditions,
definitions, warranties, understandings or representations with respect to such
subject matter other than as expressly provided herein or as duly set forth on
or subsequent to the date hereof in writing and signed by a proper and duly
authorized officer or representative of the party to be bound thereby.
6.11. The parties shall have the right to disclose the existence of this
Agreement. The parties hereto, however, shall keep the terms of this Agreement
confidential and shall not now or hereafter divulge any part thereof to any
third party except:
6.11.1. with the prior written consent of the other party; or
6.11.2. to any governmental body having jurisdiction to request and to read the
same; or
6.11.3. as otherwise may be required by law or legal processes; or
6.11.4. to legal counsel representing either party.
6.11.5. Notwithstanding the above, no disclosure of this Agreement shall be made
pursuant to Section 6.11.2 or 6.11.3 without the disclosing party first giving
the other party reasonable prior notice of such intended disclosure so as to
allow the other party sufficient time to seek a protective order or otherwise
assure the confidentiality of this Agreement as that other party shall deem
appropriate.
6.11.6. Notwithstanding anything to the contrary herein, the provisions of this
Section 6.11 shall survive termination of this Agreement and continue in
perpetuity.
6.12. All notices required or permitted to be given hereunder shall be in
writing and shall be valid and sufficient if dispatched by registered airmail,
postage prepaid, in any post office in the United States, addressed as follows:
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AMD/Motorola Patent License Agreement
December 3, 1998 - Execution Document
6.12.1. If to MOTOROLA:
Motorola Inc.
1303 East Algonquin Road
Schaumburg, Illinois 60196
Attention: Vice President for
Patents, Trademarks & Licensing
6.12.2. If to AMD:
AMD, Inc.
One AMD Place
P.O. Box 3453
Sunnyvale, California 94088-3453
Attention: General Counsel
M/S 150
6.12.3. The date of receipt of such a notice shall be the date for the
commencement of the running of the period provided for in such notice, or the
date at which such notice takes effect, as the case may be.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in
duplicate.
ADVANCED MICRO DEVICES, INC. MOTOROLA, INC.
Signature: /s/ Gene Conner Signature: /s/ Bertrand Cambou
------------------------------ --------------------------
Name: Gene Conner Name: Dr. Bertrand Cambou
---------------------------------- ------------------------------
Title: Executive VP, Strategic Relations Title: Senior VP and General Manager
--------------------------------- -----------------------------
Date: Date:
--------------------------------- ------------------------------
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