Patent License Agreement

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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AMD/Motorola Patent License Agreement
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. *****
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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.


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December 3, 1998 - Execution Document


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, *****, LICE ...