Amd-fasl Patent Cross-license Agreement

Exhibit 10.55


AMD-FASL PATENT CROSS-LICENSE AGREEMENT


THIS AMD-FASL PATENT CROSS-LICENSE AGREEMENT (this " Agreement") is made and entered into as of June 30, 2003 (the " Effective Date"), by and between Advanced Micro Devices, Inc., a Delaware corporation (" Parent") and FASL LLC, a Delaware limited liability company (" FASL"). Parent and FASL are hereinafter also referred to, collectively, as the " Parties" and individually as a " Party ."

RECITALS

WHEREAS , FASL was formed for the purpose of conducting the Business;


WHEREAS , Parent, Fujitsu Limited, a Japanese corporation (" Fujitsu"), AMD Investments, Inc. and Fujitsu Microelectronics Holding, Inc. have entered into that certain Amended and Restated Limited Liability Company Operating Agreement of FASL LLC as of June 30, 2003 (the " Operating Agreement"); and

WHEREAS , Parent and FASL each own or control, and may in the future obtain ownership or control of, various patent rights to which the other Party wishes to acquire a license.

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


AGREEMENT


1. DEFINITIONS; INTERPRETATION

1.1 Capitalized but Undefined Terms . Capitalized terms used in this Agreement but not defined herein shall have the meaning ascribed to such terms in the Operating Agreement.

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

1.2.1 " Acquired Party" means a Party or the Semiconductor Group of a Party that has undergone a Change of Control.


1.2.2 " Acquired Party Covered Product" has the meaning set forth in Section 9.3.3(a).

1.2.3 " Acquirer" means a Third Party that, through a Change of Control of an Acquired Party, either (a) acquires, through any transaction or series of related transactions, ownership of securities representing more than fifty percent (50%) of the power to elect Acquired Party's board of directors or other managing authority, or in the case Acquired Party is a non-corporate Person, equivalent interests, (b) consolidates with or merges with or into Acquired Party, or has Acquired Party merged into it, or (c) purchases or otherwise receives transfer of all or a substantially all of the assets or business of Acquired Party.


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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.

1.2.4 " Acquirer Competitive Product" has the meaning set forth in Section 9.3.3(b).


1.2.5 " Acquirer Licensed Patents," with respect to an Acquirer to which this Agreement is assigned pursuant to Section 10.6, means all Patents that, as of the effective date of such assignment or thereafter during the Term, are wholly owned by Acquirer, or as to which, and only to the extent and subject to the conditions under which, Acquirer 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 Acquirer for any such royalties or other consideration, in which case such Patents shall be included within the Acquirer Licensed Patents), except for payments to a Subsidiary of Acquirer sublicensed hereunder or payments to Persons for inventions made by such Persons while employees or contractors of Acquirer or any Subsidiary of Acquirer sublicensed hereunder.

1.2.6 " Assigned Patent Rights" has the meaning set forth in the Intellectual Property Contribution and Ancillary Matters Agreement.


1.2.7 " 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.


1.2.8 " Basic Royalty Payment" has the meaning set forth in Section 6.1.


1.2.9 " Change of Control" shall be deemed to have occurred, with respect to a Person (which, for purposes of this Section 1.2.9 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.


1.2.10 " Change of Control Date" means, with respect to the Change of Control of a Person, the effective date of such Change of Control.


1.2.11 "Circuit Patents" means those Licensed Patents that claim a plurality of active and/or passive elements for generating, receiving, transmitting, storing,


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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.

transforming or acting in response to electrical signal(s) to achieve a particular function, provided that Circuit Patents shall not include Process Patents.


1.2.12 " Coatue Licensed Patents" means the patent and patent applications set forth on Schedule 1.2.12 and all Patents issuing on such patent applications.

1.2.13 " Coatue Product" means any Licensed Product that incorporates Polymer Technology and that is manufactured by FASL or for FASL by a Third Party that is not licensed under the Coatue Licensed Patents.


1.2.14 " Coatue Royalty Payment" has the meaning set forth in Section 6.2.

1.2.15 " 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.


1.2.16 " Exchange Rate" means, with respect to any payment by FASL to Parent, the exchange rate for bank cable transfers from the applicable currency to United States dollars as quoted by Citibank, N.A.


1.2.17 " Effective Date" has the meaning set forth in the first paragraph of this Agreement.

1.2.18 " Existing Product" of a Person, as of a certain date, means a Licensed Product developed by or for such Person and being made (or have made) and offered for sale by such Person on or prior to such date.

1.2.19 " FASL" has the meaning set forth in the first paragraph of this Agreement.

1.2.20 " FASL Content" has the meaning set forth in the AMD Distribution Agreement.


1.2.21 " FASL Licensed Patents" means all Patents that, as of the Effective Date or thereafter during the Term, are wholly owned by FASL or any of its Subsidiaries that are subject to control by the FASL Semiconductor Group, or as to which, and only to the extent and subject to the conditions under which, FASL or any of its Subsidiaries that are subject to control by the FASL Semiconductor Group 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 Parent undertakes to pay directly or to reimburse FASL and/or its Subsidiaries, as applicable, for any such royalties or other consideration, in which case such Patents shall be included within the FASL Licensed Patents), except for payments to FASL or any of its Subsidiaries that are subject to control by the FASL Semiconductor Group or payments to Persons for inventions made by such Persons while employees or contractors of FASL or any of its Subsidiaries that are subject to control by the FASL Semiconductor Group. Notwithstanding any of the foregoing, FASL Licensed Patents do not include any Assigned Patent Rights.

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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.

1.2.22 " Fujitsu" has the meaning set forth in the Recitals.

1.2.23 " Intellectual Property Contribution and Ancillary Matters Agreement" means that certain Intellectual Property Contribution and Ancillary Matters Agreement entered into as of June 30, 2003 by and among Parent, FASL, AMD Investments, Inc. and Fujitsu.

1.2.24 " Licensed Patents" means, collectively, the FASL Licensed Patents, the Parent Licensed Patents, and the Subsidiary Licensed Patents of each Subsidiary of Parent that, pursuant to Section 5.1, is granted sublicenses of the rights, licenses and immunities granted to Parent under Sections 2, 3 and 4.


1.2.25 " 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.

1.2.26 " 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 1.2.25 and/or parts thereof.


1.2.27 " Net Sales" with respect to a product, means the gross amounts invoiced by FASL and its Subsidiaries for the sale or other distribution of the product within any country, less (a) separately stated charges for sales and use taxes, excise taxes, customs duties and other similar taxes, and (b) any amounts that FASL and its Subsidiaries actually paid for the non-FASL Content, if any, of such product.


1.2.28 " 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.

1.2.29 " Operating Agreement" has the meaning set forth in the Recitals.


1.2.30 " Parent" has the meaning set forth in the first paragraph of this Agreement.


1.2.31 " Parent Licensed Patents" means all Patents that, as of the Effective Date or thereafter during the Term, are wholly owned by Parent, or as to which, and only to the extent and subject to the conditions under which, Parent 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 FASL undertakes to pay directly or to reimburse Parent for any such royalties or other consideration, in which case such Patents shall be included within the Parent Licensed Patents), except for payments to a Subsidiary of Parent sublicensed hereunder or payments to

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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.

Persons for inventions made by such Persons while employees or contractors of Parent or any Subsidiary of Parent sublicensed hereunder. Parent Licensed Patents includes Coatue Licensed Patents.


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

1.2.33 " 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.


1.2.34 " Pending Product" of a Person, as of a certain date, means a Licensed Product developed by or for such Person that such Person reasonably expects to tapeout within eighteen (18) months of such date (as specified in a then-current written product roadmap as of such date) and that such Person reasonably expects to make (or have made) and sell commencing reasonably promptly thereafter.

1.2.35 " Polymer Technology" shall have a meaning to be agreed upon by the Parties and Fujitsu. The Parties and Fujitsu will negotiate such meaning in good faith promptly after the Effective Date.


1.2.36 " Process Patents" means those Licensed Patents that claim (a) a process for designing and/or making Licensed Products, including equipment used therefor, (b) materials comprising or used in the manufacturing of Licensed Products, or (c) a structure for the arrangement or interrelationship of regions, layers, electrodes or contacts of Licensed Products.

1.2.37 " Royalty Payment" means any Basic Royalty Payment or Coatue Royalty Payment.

1.2.38 " 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.


1.2.39 " 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.


1.2.40 " 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 FASL Semiconductor Group currently


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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.

consists of FASL in its entirety. The Parent Semiconductor Group currently consists of Parent in its entirety.

1.2.41 " 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; or


(c) a unitary assembly consisting of one or more of the elements described in clauses (a) and/or (b) of this Section 1.2.41 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 1.2.41, 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.


1.2.42 " Semi-Annual Period" means each half of FASL's fiscal year ( i.e. , January 1 through June 30, and July 1 through December 31); provided , however , that the first Semi-Annual period shall commence on the Effective Date and shall end on December 31, 2003, and the last Semi-Annual Period shall end on the effective date of any termination of this Agreement.


1.2.43 " 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, neither FASL nor any Subsidiaries of FASL shall be deemed a Subsidiary of Parent.


1.2.44 " Subsidiary Licensed Patents," with respect to a Subsidiary of Parent that, pursuant to Section 5.1, is granted sublicenses of the rights, licenses and immunities granted to Parent 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 FASL 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 Parent or any other Subsidiary of Parent sublicensed hereunder or payments to Persons for inventions made by such Persons while employees or contractors of such Subsidiary or any other Subsidiary of Parent sublicensed hereunder.


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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.

1.2.45 " Successor Product" means a subsequent or follow-on version of an Acquired Party Covered Product or Acquirer Competitive Product that is based on substantially the same technology (including "process shrinks" ...