Patent Cross-license Agreement

INTEL & AMD CONFIDENTIAL
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PATENT CROSS LICENSE AGREEMENT


BETWEEN


ADVANCED MICRO DEVICES, INC. AND INTEL CORPORATION


This Patent License Agreement ("Agreement") is entered into as of January 1, 2001 ("Effective Date") by and between Advanced Micro Devices, Inc., a Delaware corporation, having an office at One AMD Place, Sunnyvale, CA ("AMD") and Intel Corporation, a Delaware corporation, having an office at 2200 Mission College Blvd., Santa Clara, California 95052, U.S.A. ("Intel").


IN CONSIDERATION OF THE MUTUAL COVENANTS AND PROMISES CONTAINED HEREIN, THE PARTIES AGREE AS FOLLOWS:


1. DEFINITIONS


1.1. "Affiliate" shall mean any entity (a) of which a party is a
Subsidiary (such entity being a "Parent"), (b) that is a Subsidiary
of a party, or (c) that is a Subsidiary of a Parent of a party.


1.2. "Capture Period" shall mean any time on or prior to the tenth
anniversary of the Effective Date.


1.3. "AMD Compatible Chipsets" shall mean *****.


1.4. "AMD Interface" shall mean *****.


1.5. "AMD Licensed Products" shall mean *****.


1.6. "AMD Processor" shall mean *****.


1.7. "AMD Processor Bus" shall mean *****.


1.8. "AMD Proprietary Product" shall mean *****.


1.9. "Information System Product" shall mean *****.


1.10. "Integrated Circuit" shall mean an integrated unit comprising (a)
one or more active and/or passive circuit elements associated on one
or more substrates, such unit forming, or contributing to the
formation of, a circuit for performing electrical functions
(including, if provided therewith, housing and/or supporting means)
in combination with (b) any and all firmware, microcode or drivers,
if needed to cause such circuit to perform substantially all of its
intended hardware functionality, whether or not such firmware,
microcode or drivers are shipped with such integrated unit or
installed at a later time.


1.11. "Intel Compatible Chipsets" shall mean *****.


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.


INTEL & AMD CONFIDENTIAL
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1.12. "Intel Interface" shall mean *****.


1.13. "Intel Licensed Products" shall mean *****.


1.14. "Intel Processor" shall mean *****.


1.15. "Intel Processor Bus" shall mean *****.


1.16. "Intel Proprietary Product" shall mean *****.


1.17. "Licensed Product" shall mean an AMD Licensed Product or an Intel
Licensed Product as applicable.


1.18. "Net Revenue" shall mean the *****. Deductions may not include
*****. Calculation of Net Revenue shall be subject to the following
terms.


(a) For sales or other dispositions to end-customers (i.e., not to
distributors), AMD may also deduct from Net Revenue *****.


(b) Sales or other dispositions to an AMD Subsidiary shall not be
deemed sales that trigger Net Revenue until *****.


(c) Sales or other dispositions to a third party that is not an
AMD Subsidiary shall be deemed to have occurred as follows.
*****.


(d) When a Royalty-Bearing Unit is sold or disposed of as part of
a system rather than as an individual component, the Net
Revenue shall be determined as follows, *****.


(e) When a Royalty-Bearing Unit is sold or disposed of through a
transaction in which AMD does not invoice the recipient of the
Royalty-Bearing Unit (other than as specified in Section
1.18(b) above), the Net Revenue shall be determined as
follows. *****.


(f) All currency transactions shall be translated to United States
dollars using the average daily conversion rate for the period
based upon published Wall Street Journal rates.


1.19. "Patents" shall mean all classes or types of patents other than
design patents (including, without limitation, originals, divisions,
continuations, continuations-in-part, extensions or reissues), and
applications for these classes or types of patent rights in all
countries of the world (collectively "Patent Rights") that, at any
time during the term of this Agreement, are owned or controlled by
the applicable party or any of its Subsidiaries or to which such
entities have the right to grant licenses, that have a first
effective filing date during the Capture Period and to the extent
that the applicable party or its Subsidiaries has the right to grant
licenses within and of the scope set forth herein and without the
requirement to pay consideration to any third party (other than
employees of the applicable party or its Subsidiaries) for the grant
of a license under this Agreement.


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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INTEL & AMD CONFIDENTIAL
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1.20. "Processor" shall mean any Integrated Circuit or combination of
Integrated Circuits capable of processing digital data, such as a
microprocessor or coprocessor (including, without limitation, a math
coprocessor, graphics coprocessor, or digital signal processor) that
is capable of executing a substantial portion of the instruction set
of an AMD Processor or an Intel Processor.


1.21. "Royalty-Bearing Units" shall mean *****.


1.22. "Subsidiary" shall mean any corporation, partnership, joint venture,
limited liability or other entity, now or hereafter, in which a
party


(a) owns or controls (either directly or indirectly) or originally
contributed (either directly or indirectly) at least fifty
percent (50%) of the tangible and intangible assets of such
entity; and


(b) owns or controls (either directly or indirectly) either of the
following:


(1) if such entity has voting shares or other securities, at
least fifty percent (50%) of the outstanding shares or
securities entitled to vote for the election of
directors or similar managing authority and such entity
is under no obligation (contractual or otherwise) to
directly or indirectly distribute more than seventy
percent (70%) of its profits to a third party, or


(2) if such entity does not have voting shares or other
securities, at least fifty percent (50%) of the
ownership interest that represents the right to make
decisions for such entity and an interest sufficient to
receive at least thirty percent (30%) of the profits
and/or losses of such entity.


(c) An entity shall be deemed to be a Subsidiary under this
Agreement only so long as all requisite conditions of being a
Subsidiary are met.


2. MUTUAL RELEASES


2.1. AMD. AMD, on behalf of itself and its Subsidiaries, hereby releases,
---
acquits and forever discharges Intel, its Subsidiaries that are
Subsidiaries as of the Effective Date or become Subsidiaries during
the term of this Agreement, and its and their distributors and
customers, direct and indirect, from any and all claims or liability
for infringement (direct, induced, indirect or contributory) of any
AMD Patents that arise prior to the Effective Date of this
Agreement, to the extent such infringement would have been licensed
under the license granted to Intel hereunder if such license had
been in existence at the time of such infringing activity.


2.2 Intel. Intel, on behalf of itself and its Subsidiaries, hereby
-----
releases, acquits and forever discharges AMD, its Subsidiaries that
are Subsidiaries as of the Effective Date or become Subsidiaries
during the term of this Agreement, and its and their distributors
and customers, direct and indirect, from any and all claims or
liability for infringement (direct, induced, indirect or
contributory) of any Intel Patents that arose prior to the


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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INTEL & AMD CONFIDENTIAL
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Effective Date of this Agreement, to the extent such infringement
would have been licensed under the license granted to AMD hereunder
if such license had been in existence at the time of such infringing
activity.


3. GRANT OF RIGHTS


3.1. AMD License to Intel. Subject to the terms and conditions of this
--------------------
Agreement, AMD hereby grants to Intel a non-exclusive,
non-transferable ***** worldwide license, without the right to
sublicense, under AMD's Patents to:


(a) make, use, sell (directly or indirectly), offer to sell,
import and otherwise dispose of all Intel Licensed Products;
and


(b) make, have made, use and/or import any equipment and practice
any method or process for the manufacture, use and/or sale of
Intel Licensed Products; and


(c) have made ***** Intel Licensed Products by another
manufacturer for supply solely to Intel for use, import, sale,
offer for sale or disposition by Intel pursuant to the license
granted above in Section 3.1(a).


3.2. Intel License to AMD. Subject to the terms and conditions of this
--------------------
Agreement, Intel hereby grants to AMD a non-exclusive,
non-transferable ***** worldwide license, without the right to
sublicense, under Intel's Patents to:


(a) make, use, sell (directly or indirectly), offer to sell,
import and otherwise dispose of all AMD Licensed Products;


(b) make, have made, use and/or import any equipment and practice
any method or process for the manufacture, use and/or sale of
AMD Licensed Products; and


(c) have made ***** AMD Licensed Products by another manufacturer
for supply solely to AMD for use, import, sale, offer for sale
or disposition by AMD pursuant to the license granted above in
Section 3.2(a).


3.3. *****


3.4. Intel grants to AMD, for use in or with an AMD Licensed Product,
licenses under Intel's copyrights in *****. No other copyright
license to AMD is provided by this Agreement other than as set forth
in this paragraph, either directly or by implication or estoppel.


3.5. AMD grants to Intel, for use in or with an Intel Licensed Product,
licenses under AMD's copyrights in *****. No other copyright license
to Intel is provided by this Agreement other than as set forth in
this paragraph, either directly or by implication or estoppel.


3.6 Clarification Regarding *****. The parties understand and
-----------------------
acknowledge that the licenses granted hereunder are intended to
cover only the products of the two parties to this Agreement, and
are not intended to cover *****. Similarly, the licenses provided
under this Agreement are not intended to cover *****. Accordingly,
by way of


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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INTEL & AMD CONFIDENTIAL
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clarification, the following guidelines are provided to aid the
determination of whether a party's product is a Licensed Product as
defined herein or whether such product is disqualified from being a
Licensed Product because *****.


(a) Products of either party (including, without limitation,
Application Specific Integrated Circuits "ASICs") that
otherwise meet the definition of Licensed Product are
disqualified as Licensed Products if such products *****.


(b) Products of either party (including, without limitation,
ASICs) that otherwise meet the definition of Licensed Product
are not disqualified as Licensed Products under ***** this
Section 3.6 if:


(1) the party hereto selling such Licensed Product *****; or


(2) the party hereto selling such Licensed Product *****.


The guidelines set forth in this Section 3.6 restricting the definition of
Licensed Product shall not apply to *****.


The guidelines set forth in this Section 3.6 restricting the definition of
Licensed Product shall not apply to the *****.


3.7. *****


3.8. Licenses and Subsidiaries.
-------------------------


(a) Intention for Subsidiaries to be Bound.


(1) Except as expressly set forth herein, the parties intend that
this Agreement shall extend to all of each party's
Subsidiaries. The parties agree that to the extent they are
not already bound, each party shall use reasonable and
diligent efforts to ensure that all such Subsidiaries are
bound by the terms of this Agreement.


(2) Each party agrees to take all steps that are reasonable and in
good faith under the circumstances to ensure that all Patents
directed to inventions that are made by its employees and/or
contractors either alone or in conjunction with the employees
and/or contractors of one or more of its Subsidiaries or third
parties (to the extent legally possible) are licensed under
this Agreement. Each party further agrees to take all steps
that are reasonable and in good faith under the circumstances
to ensure that all Patents directed to inventions that are
made in substantial part using funding provided directly or
indirectly by that party and/or its Subsidiaries are licensed
under this Agreement.


(3) Notwithstanding the foregoing, however, both parties
understand and intend that there are circumstances in which a
party could reasonably agree in good faith with an independent
third party that the party would not have rights to license
and/or enforce Patents directed to inventions


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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