Joint Development Agreement, Dated 1/31/2002

EXHIBIT 10.52 Confidential page 1

JOINT DEVELOPMENT AGREEMENT Advanced Micro Devices, Inc, a Delaware corporation ("AMD"), and United Microelectronics Corporation, a Taiwan corporation ("UMC") enter this Joint Development Agreement ("JDA") as of this 31st day of January 2002. This JDA, together with its exhibits, includes all essential terms for the program for joint technology development (the "AU JDP") between AMD and UMC. 1. Development of CMOS Technology Platforms UMC will develop competitive CMOS technology platforms to serve broad foundry business needs on a time table competitive with the ITRS roadmap. 1.1 ***** 1.2 Through regular working group meetings, UMC and AMD will exchange ideas on the appropriate targets for specifications, mainstream application/voltages, timing, and performance, with the understanding that UMC will have responsibility to decide upon these matters for the UMC Advanced CMOS Platforms.

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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2. Development of High Performance Capabilities & Modules AMD will develop high performance capability, suitable for delivering performance levels to its MPU designs, and will include concentration on appropriately based transistor designs (whether SOI, strained silicon or other). 2.1 ***** 2.2 Through working group meetings, AMD and UMC will exchange ideas on appropriate technology, manufacturing, and performance considerations involved in high performance capability and transistor-specific modules, with the understanding that AMD will have responsibility to decide upon these matters for its products and needs. 3. Working Groups and Team Mechanics AMD and UMC teams will be responsible for the cooperation between the parties and the joint development work in the AU JDP. 3.1 The team members initially assigned to the specific JDP Working Groups, the leaders of these teams ("Management Leaders"), and the Executive Sponsors for the AU JDP are *****. Either party may, by written notice to the other, update their list of team members with other qualified engineers and executives as may be reasonable. 3.2 The JDP Working Groups will be responsible for the day to day development efforts and coordination in the AU JDP. Each JDP Working Group will convene in person, or by telephone or video conference weekly (except when the Working Group deems it appropriate, the weekly sessions may be reset to be biweekly), with the objective that the teams communicate routinely and regularly on all relevant aspects of the AU JDP joint development work. 3.2.1 The JDP Working Groups will establish, and modify or update as they deem appropriate, procedures and practices for their meetings and coordination. 3.2.2 The JDP Working Groups will establish in writing agreed upon projects, specific working plans, including schedules, milestones and manpower/resource needs, for the AU JDP. Any matters concerning the working plans, milestones, schedules or manpower/resource needs that cannot be resolved in the JDP Working Group level will be escalated to the Management Leaders who will be responsible to cooperate in good faith to find a mutually acceptable solution in a timely manner, and failing such a resolution at that level, the matter will be escalated to and resolved by the Executive Sponsors.

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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3.3 The leaders of the JDP Working Groups, the Management Leaders and Executive Sponsors will be responsible for the management and coordination of the development efforts in the AU JDP. AMD and UMC will convene by telephone or video conference, or in person regular status update meetings on a monthly basis with the objective that the JDP Working Group and Management Leaders responsible for the program communicate routinely and regularly on all relevant aspects of the AU JDP joint development work. 3.4 AMD and UMC will convene regular management review meetings on a quarterly basis with the objective that the Executive Sponsors, Management Leaders, and others responsible for the AU JDP meet regularly to review all relevant aspects of the AU JDP joint development work and to enhance the cooperation and resolve any issues. AMD and UMC intend that these quarterly review meetings will alternate between UMC and AMD locations. The first such management review meeting will be held on or before *****. 4 Joint Development of ***** 4.1 Based on the above, and subject to their obligations of confidentiality to third parties, AMD and UMC will each contribute their ***** to jointly develop *****. For purposes of the AU JDP, *****, competitive with the ITRS roadmap and industry conditions. 4.2 Without limiting Clause 4.1 and subject to their obligations of confidentiality to third parties, if, during their AU JDP work, either UMC or AMD personnel become aware of information or developments that reasonably seem material to the work or results of the AU JDP, they will promptly disclose such matter to the other, and, thereafter the parties will cooperate to evaluate the utility of the matter to the AU JDP. 4.2.1 Except as otherwise agreed in writing, neither UMC nor AMD will seek or be entitled to *****.

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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4.2.2 If any party believes they have information which may be material to the AU JDP but which is subject to restrictions or which in the event of disclosure to the other or for the AU JDP requires compensation to unaffiliated third parties, AMD and UMC will cooperate in good faith to evaluate the situation and to find a mutually satisfactory resolution consistent with any obligations to such third parties. 4.2.3 UMC and AMD will cooperate to ensure that the JDP Working Groups have knowledge of ***** to enable a reasonably skilled team to participate in the JDP Working Groups as intended and to utilize UMC's Advanced CMOS Platforms and Advanced MPU Processes in their preferred manner (collectively, such technology and know-how shall be referred to as "Necessary Background"). 4.2.4 Notwithstanding anything to the contrary in Clauses 4.1 and/or 4.2, nothing in this JDA requires any party to disclose information or ideas which that party, at the time in their own good faith judgment, deems so experimental, so preliminary or so unsubstantiated that they would not rely on such results in their own process development, and such matters will not be considered "Necessary Background." 4.3 Through the working group efforts, AMD and UMC will jointly define ***** (the "Advanced MPU Processes"), with the understanding that the processes are intended (i) to follow and be compatible with UMC's Advanced CMOS Platform at the technology node involved, and (ii) to meet AMD's MPU performance needs and mutually agreeable manufacturing, reliability and quality criteria. Without limiting the foregoing, 4.3.1 the parties intend that they will *****. 4.3.2 the parties intend that the JDP Working Groups will formulate specific plans and procedures for regular review of MPU production with the Advanced MPU Processes ***** for the purpose of ongoing performance (including without limitation transistor speed and gate delay) and manufacturing enhancements. 5. Working Group and Executive Responsibilities 5.1 All development and technology issues will be resolved in the first instance at the JDP Working Group level.

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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5.2 If, at any time, the team leaders feel that a matter has not been satisfactorily resolved, or, upon the written request of either party, the matter will be escalated to AMD and UMC Management Leaders. If the matter is not resolved at that level, then upon written request of either or both parties, it will be escalated to the Executive Sponsors who will be responsible to find a mutually acceptable solution in a timely manner. 6. Expenses and Mutual Support 6.1 Except as otherwise agreed in writing, AMD and UMC will each pay *****, provided that there will be assignment/delegation of engineers from each company to the facilities of the other (if from AMD, these engineers will be "AMD Delegates" and if from UMC, these engineers will be "UMC Delegates") to assist in development, integration and/or transfer. The Management Leaders will cooperate to agree upon, as part of their project definition and specific working plans, the tasks that need to be accomplished, and any associated cost allocation issues. 6.2 Without limiting the foregoing, and except as otherwise agreed in writing, each party will be responsible for all compensation, travel, benefits, and taxes with respect to its activities and personnel. 6.3 AMD and UMC will each arrange (at the expense of the company at the host location) suitable office space for the engineers from the other assigned to work at the host location, including reasonable communication and data line connections. 6.4 All personnel of one company while visiting and/or working at facilities or locations of the other will abide by the standard and customary rules and practices of the host at the location involved. 7. Intellectual Property, Technology Rights and Restritions 7.1 Subject to the rights and obligations of the parties under this JDA, as between UMC and AMD: 7.1.1 All inventions, conceptions, know-how and/or technology developed and/or contributed by one party (or its employees or consultants) without joint contribution by the other ("Party Inventions") will owned by the party who developed and/or contributed the specifics involved, and that party shall have the rights to any and all patentable subject matter involved;

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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7.1.2 All inventions, conceptions, know-how and/or technology conceived jointly by the parties pursuant to their efforts in the AU JDP (including without limitation, rights to patents with respect to such subject matter) ("Joint Inventions") will be jointly owned by the jointly responsible parties. Without limiting the foregoing, the Management Leaders will set up mutually agreeable mechanisms to allocate the responsibility to prepare and prosecute applications for patents pursuant to such procedures as will ensure orderly and efficient protection for intellectual property, with the guideline that the costs of prosecution and maintenance for specific joint patents will be shared equally by the jointly responsible parties involved. 7.2 Subject to the rights and obligations of the parties under this JDA: 7.2.1 AMD grants UMC worldwide licenses to ***** the UMC Advanced CMOS Platforms, the Advanced MPU Processes, and all Necessary Background, ***** to the fullest extent of AMD's ability to do so without the obligation to pay unaffiliated third parties compensation for such grants, and 7.2.2 UMC grants AMD worldwide licenses to ***** the UMC Advanced CMOS Platforms, the Advanced MPU Processes, and all Necessary Background, ***** to the fullest extent of UMC's ability to do so without the obligation to pay unaffiliated third parties compensation for such grants, and 7.2.3 Either party may terminate the licenses granted to the other under Clauses 7.2.1 and 7.2.2 in the event that the ***** is properly terminated for material breach by the other (and the non-breaching party may retain its rights and licenses under such Clauses), subject however to the procedures agreed upon by the parties for dispute resolution. 7.2.4 AMD and UMC agree to negotiate a mutually acceptable ***** with the target to close on a solution by *****. 7.3 Regardless of anything to the contrary above, and subject to AMD's compliance with its obligations in the Manufacturing Agreement to offer UMC the *****, UMC shall not use the Advanced MPU Processes or the UMC Advanced CMOS Platforms to manufacture ***** for any party other than AMD, except: 7.3.1 UMC may manufacture small engineering sample quantities of product;

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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7.3.2 UMC may manufacture products for applications to be specified and mutually agreed to at times after AMD qualification of the process involved; 7.3.3 UMC may manufacture for third parties who (at the applicable time) have a technology license and/or transfer from AMD to design, manufacture or sell *****; and 7.3.4 in other specific situations in which UMC and AMD senior executives mutually agree that the situation does not present a ***** to AMD from the use of the technology involved; and 7.3.5 This restriction of Clause 7.3 shall expire upon any one or more of the following: (i) if UMC and AMD mutually agree not to extend the JDP to ***** or to terminate the JDP prior to qualification of the ***** in UMC, (ii) the JDP is terminated for material breach by AMD, (iii) ***** after first qualification of any AMD Product with the process involved, if at such time, AMD and UMC are not then engaged in a JDP for Advanced MPU Processes, provided however that the restrictions of Clause 7.3 shall remain in place for ***** notwithstanding any such triggers for so long as *****. For purposes of this Clause 7.3.5, ***** such as those contemplated in the Manufacturing Agreements. 7.4 Subject to UMC's compliance with its obligations to supply AMD and *****, AMD ***** UMC's Advanced CMOS Platforms, the Advanced CMOS Processes, or the Necessary Background or any specific information concerning any ***** other than AMD's Fab 25 (Austin) or Fab 30 (Dresden) ***** from AMD's Fab 25 (Austin) or Fab 30 (Dresden) for a *****, provided however that nothing in this Clause 7.4 shall prohibit *****.

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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7.5 Regardless of anything to the contrary, and except as stated in Clauses 7.6 to 7.9, AMD shall not have any rights under this JDA to disclose *****, and AMD shall not have any rights under this JDA *****. 7.6 Regardless of anything to the contrary in Clause 7.5, under appropriate non-disclosure agreements commensurate with the restrictions stated in this JDA, AMD shall be allowed to disclose ***** upon the occurrence of any one or more of the following events: 7.6.1 For reasons reasonably attributable to UMC, and without material contributory fault by AMD, ***** or 7.6.2 For reasons other than material contributory fault by AMD, ***** or 7.6.3 In spite of good faith negotiations by UMC and AMD, ***** or for reasons other than material contributory fault by AMD, ***** or from other qualified partners, or 7.6.4 If UMC or AU properly terminates a Manufacturing Agreement and ***** for UMC Advanced CMOS Platform and/or Advanced ...