Amendment To Joint Venture License Agreement

EXHIBIT 10.23(g-1)


AMENDMENT


TO


JOINT VENTURE LICENSE AGREEMENT


THIS AMENDMENT (this "Amendment"), effective as of April 1, 1999, is made among
--------- ADVANCED MICRO DEVICES, INC., a corporation organized and existing under the laws of the State of Delaware, United States of America, with its chief executive office and principal place of business at One AMD Place, Sunnyvale, California 94088, United States of America ("AMD"), FUJITSU LIMITED, a
--- corporation organized and existing under the laws of Japan, with its registered place of business at 1-1, Kamikodanaka 4-Chome, Nakahara-ku, Kawasaki 211-8588, Japan ("Fujitsu"), and FUJITSU AMD SEMICONDUCTOR LIMITED, a joint venture
------- organized and existing under the laws of Japan, with its registered office at 6, Kogyo Danchi, Monden-machi, Aizuwakamatsu-shi, Fukushima-ken 965-0845, Japan ("FASL"). ----
WITNESSETH:


WHEREAS, AMD and Fujitsu formed FASL pursuant to the Joint Venture Agreement between AMD and Fujitsu dated March 30, 1993 and certain related agreements (collectively, the "FASL Agreements");
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WHEREAS, pursuant to the FASL Agreements, FASL manufactures electrically programmable read only memory and flash memory integrated circuit devices ("Products") which are purchased by AMD and Fujitsu pursuant to the FASL Agreements, including without limitation, the Sales and Purchase Agreement of FASL Products among Fujitsu, AMD and FASL dated September 8, 1995, as amended by Memorandum of Understanding dated October 18, 1995, Memorandum dated February 19, 1996, Memorandum dated March 14, 1996, Memorandum dated May 16, 1996, and Memorandum dated July 13, 1998 (as amended, the "Sales and Purchase Agreement");
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WHEREAS, AMD, Fujitsu and FASL *****;


WHEREAS, *****.


NOW, THEREFORE, AMD, Fujitsu and FASL agree as follows:


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