Amended And Restated Amd-fujitsu Patent Cross-license Agreement

Exhibit 10.3


AMENDED AND RESTATED

FUJITSU-AMD PATENT CROSS-LICENSE AGREEMENT


THIS AMENDED AND RESTATED FUJITSU-AMD PATENT CROSS-LICENSE AGREEMENT (this " Agreement" ) is made and entered into as of December 21, 2005 (the " Amendment Date" ), by and between Advanced Micro Devices, Inc., a Delaware corporation (" AMD" ) and Fujitsu Limited, a Japanese corporation (" Fujitsu" ). AMD and Fujitsu are hereinafter also referred to, collectively, as the " Parties" and individually as a " Party ."


RECITALS


WHEREAS , as of June 30, 2003 (the " Effective Date" ), Fujitsu and AMD entered into that certain Fujitsu-AMD Patent Cross-License Agreement;


WHEREAS , the Parties hereby desire to Amend and Restate that Fujitsu-AMD Patent Cross-License Agreement;


NOW , THEREFORE , in consideration of the mutual representations, warranties, covenants and other terms and conditions contained herein, Fujitsu and AMD agree as follows:

AGREEMENT


1. DEFINITIONS; INTERPRETATION

1.1 Terms Defined in this Agreement . The following terms when used in this Agreement shall have the following definitions:

1.1.1 " AMD" has the meaning set forth in the first paragraph of this Agreement.


1.1.2 " AMD Licensed Patents" means all Patents that, as of the Effective Date or thereafter during the Term, are wholly owned by AMD, or as to which, and only to the extent and subject to the conditions under which, AMD has the right, as of the Effective Date or thereafter during the Term, to grant licenses or sublicenses without such grant resulting in the payment of royalties or other consideration to third parties (unless Fujitsu undertakes to pay directly or to reimburse AMD for any such royalties or other consideration, in which case such Patents shall be included within the AMD Licensed Patents), except for payments to a Subsidiary of AMD sublicensed hereunder or payments to Persons for inventions made by such Persons while employees or contractors of AMD or any Subsidiary of AMD sublicensed hereunder.


1.1.3 " Assignee" has the meaning set forth in Section 9.5.


1.1.4 " Assignee Licensed Patents," with respect to an Assignee to which this Agreement is assigned pursuant to Section 9.5, means all Patents that, as of the effective date of such assignment or thereafter during the Term, are wholly owned by Assignee, or as to which, and only to the extent and subject to the conditions under which, Assignee has the right, as of the effective date of such assignment or thereafter during the Term, to grant licenses or sublicenses without such grant resulting in the payment of royalties or other

consideration to third parties (unless the non-assigning Party undertakes to pay directly or to reimburse Assignee for any such royalties or other consideration, in which case such Patents shall be included within the Assignee Licensed Patents), except for payments to a Controlling Affiliate of Assignee or a Subsidiary of Assignee sublicensed hereunder or payments to Persons for inventions made by such Persons while employees or contractors of Assignee, a Controlling Affiliate of Assignee, or any Subsidiary of Assignee sublicensed hereunder.


1.1.5 " Auxiliary Part" means input/output means, supporting means, terminal members, conductors or equivalent interconnecting members, housing means, any environmental controlling means included within such housing means or unitary with such housing means and active and/or passive elements unitarily or separately combined with a Semiconductor Product and any other parts, primarily useable in or for manufacturing, assembling or packaging Semiconductor Products.

1.1.6 " Change of Control" shall be deemed to have occurred, with respect to a Person (which, for purposes of this Section 1.1.6 also includes the Semiconductor Group of either Party), when: (a) any " person" or " group" (as such terms are used in Sections 13(d) of the Exchange Act) is or becomes the " beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the Exchange Act) of shares representing more than fifty percent (50%) of the combined voting power of the then-outstanding securities entitled to vote generally in elections of directors of such Person, or in the case such Person is a non-corporate Person, equivalent interests; (b) such Person consolidates with or merges with or into any other Person, or any other Person merges into such Person, unless immediately after such consolidation or merger, the Persons that, prior to such consolidation or merger, owned the then-outstanding securities of such Person entitled to vote generally in elections of directors, or in the case such Person is a non-corporate Person, equivalent interests, own in the aggregate at least fifty percent (50%) of such securities or equivalent interests of the surviving entity; or (c) such Person sells or otherwise transfers all or substantially all of the assets or business of such Person.

1.1.7 " Control" (including " Controlled ," " Controlling" and other forms thereof), with respect to a Person, means beneficial ownership, directly or indirectly, of securities representing more than fifty percent (50%) of the power to elect such Person' s board of directors or other managing authority, or in the case of a non-corporate Person, equivalent interests.

1.1.8 " Controlling Affiliate" of a Person means any other Person that Controls such Person.

1.1.9 " Effective Date" has the meaning set forth in the recitals of this Agreement.


1.1.10 " Exchange Act" means the Securities Exchange Act of 1934, as amended.


1.1.11 " Fujitsu" has the meaning set forth in the first paragraph of this Agreement.

1.1.12 " Fujitsu Licensed Patents" means all Patents that, as of the Effective Date or thereafter during the Term, are wholly owned by Fujitsu, or as to which, and only to

the extent and subject to the conditions under which, Fujitsu has the right, as of the Effective Date or thereafter during the Term, to grant licenses or sublicenses without such grant resulting in the payment of royalties or other consideration to third parties (unless AMD undertakes to pay directly or to reimburse Fujitsu for any such royalties or other consideration, in which case such Patents shall be included within the Fujitsu Licensed Patents), except for payments to a Subsidiary of Fujitsu sublicensed hereunder or payments to Persons for inventions made by such Persons while employees or contractors of Fujitsu or any Subsidiary of Fujitsu sublicensed hereunder.


1.1.13 " Governmental Authority" means any foreign, domestic, national, federal, territorial, state or local governmental authority, quasi-governmental authority, instrumentality, court, government or self-regulatory organization, commission, tribunal or organization or any regulatory, administrative or other agency, or any political or other subdivision, department or branch of any of the foregoing.

1.1.14 " Licensed Patents" means, collectively, the AMD Licensed Patents, the Fujitsu Licensed Patents, and the Subsidiary Licensed Patents of each Subsidiary of a Party that, pursuant to Section 5.1, is granted sublicenses of the rights, licenses and immunities granted to such Party under Sections 2, 3 and 4.


1.1.15 " Licensed Product" means any of the items described in the following clauses (a) through (d) and/or parts thereof:

(a) Semiconductive Material;

(b) Auxiliary Part;

(c) Semiconductor Product; or

(d) Manufacturing Apparatus.

1.1.16 " Manufacturing Apparatus" means any instrumentality or aggregate of instrumentalities primarily designated for use in the making of any of the items set forth in clauses (a) through (c) of Section 1.1.15 and/or parts thereof.

1.1.17 " Non-Semiconductor Group ," with respect to a Party, means any of such Party' s internal groups or other organizations that is not the Semiconductor Group of such Party.


1.1.18 " Party" and " Parties" have the respective meanings set forth in the first paragraph of this Agreement.

1.1.19 " Patents" means all classes or types of patents (including design patents) and utility models of all countries of the world issued or issuing on patent or utility model applications entitled to an effective filing date that is on or before the end of the Term, and respective applications therefor, together with any divisions, continuations and continuations-in-part and reissues and results of re-examinations thereof.


1.1.20 " Person" means any person or entity, whether an individual, trustee, corporation, partnership, limited partnership, limited liability company, trust, unincorporated organization, business association, firm, joint venture, other legal entity or Governmental Authority.

1.1.21 " Semiconductive Element" means an element consisting primarily of a body of Semiconductive Material having a plurality of electrodes associated therewith, whether or not said body consists of a single Semiconductive Material or of a multiplicity of such materials, whether or not said body has, therein and/or thereon, one or more junctions 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 of a type other than Semiconductive Material, and if provided as a part thereof, said element includes passivating means thereof.


1.1.22 " Semiconductive Material" means any material whose conductivity is intermediate to that of metals and insulators at room temperature and whose conductivity increases with increasing temperature over some temperature range.


1.1.23 " Semiconductor Group ," with respect to a Party, means the internal group or other organization of such Party having as its primary activities the research and development and making of Semiconductor Products for, and selling of Semiconductor Products to, the semiconductor merchant market. The Fujitsu Semiconductor Group currently consists of (and is limited to) the Electronic Devices Group of Fujitsu. The AMD Semiconductor Group currently consists of AMD in its entirety.

1.1.24 " Semiconductor Product" means:

(a) a Semiconductive Element; or

(b) a Semiconductive Element and one or more films of conductive, semiconductive or insulating materials formed on a surface or surfaces of such Semiconductive Element, said film or films comprising one or more conductors, active or passive electrical circuit elements or any combination thereof;


(c) a unitary assembly consisting of one or more of the elements described in clauses (a) and/or (b) of this Section 1.1.24 having a fixed permanent physical relationship established therebetween; or


(d) a unitary assembly consisting primarily of (i) one or more of the elements described in clauses (a), (b) and/or (c) of this Section 1.1.24, and (ii) one or more film devices having a fixed permanent physical relationship established therebetween.


Semiconductor Product includes, if provided therewith as a part thereof, (A) Auxiliary Parts and (B) additional electrical circuits constituted thereby and integrally included therein, provided that such Auxiliary Parts and additional electrical circuits are incidental to the functionality of such Semiconductor Products.

1.1.25 " Spansion" means Spansion Inc., a Delaware corporation.


1.1.26 " Spansion Japan" means Spansion Japan Limited, a company organized under the laws of Japan, and a wholly-owned subsidiary of Spansion.

1.1.27 " Subsidiary" of a Party means any other Person that is Controlled by such Party, but such other Person shall be deemed to be a Subsidiary only so long as such Control exists. Notwithstanding the foregoing, the following entities shall not be deemed a Subsidiary of either Fujitsu or AMD: Spansion and all Subsidiaries of Spansion.


1.1.28 " Subsidiary Licensed Patents ," with respect to a Subsidiary of a Party that, pursuant to Section 5.1, is granted sublicenses of the rights, licenses and immunities granted to such Party under Sections 2, 3 and 4, means all Patents that, as of the date of sublicense or thereafter during the Term, are wholly owned by such Subsidiary, or as to which, and only to the extent and subject to the conditions under which, such Subsidiary has the right, as of the date of sublicense or thereafter during the Term, to grant licenses or sublicenses without such grant resulting in the payment of royalties or other consideration to third parties (unless the other Party undertakes to pay directly or to reimburse such Subsidiary for any such royalties or other consideration, in which case such Patents shall be included within the Subsidiary Licensed Patents), except for payments to such Party or any other Subsidiary of such Party sublicensed hereunder or payments to Persons for inventions made by such Persons while employees or contractors of such Subsidiary or any other Subsidiary of such Party sublicensed hereunder.


1.1.29 " Successor" has the meaning set forth in Section 9.5.

1.1.30 " Term" means the period commencing on the Effective Date and ending on the effective date of the termination of this Agreement pursuant to Section 8.


1.1.31 " Termination Agreement" means that certain Termination Agreement entered into as of June 30, 2003 by and among AMD, Fujitsu and Fujitsu AMD Semic ...