Amendment To The Technology & Development Agreement

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.
--------------


(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 *****,


CONFIDENTIAL Page 1


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 prod ...