Amd 3 To The Tech Development & License Agreement

Exhibit 10.25(C)


AMENDMENT 3


This is the third Amendment to the Technology Development and License Agreement ("Agreement") entered into as of October 1, 1998 by and between Advanced Micro Devices, Inc. and its Subsidiaries ("AMD"), a Delaware Corporation, with principal offices located at One AMD Place, P.O. Box 3453, Sunnyvale, California 94088-3453, and Motorola, Inc. and its Subsidiaries ("Motorola"), a Delaware corporation, with principal offices located at 1303 East Algonquin Road, Schaumburg, Illinois 60196.


Whereas AMD and Motorola are contemplating entering into Statement(s) of Work for developing ***** including *****;


Whereas certain Motorola employee(s) may work on proprietary AMD ***** technology at AMD's facilities pursuant to the Statement(s) of Work (such Motorola employees hereinafter referred to as "Motorola Assignees"); and


Whereby, in contemplation of such Statement(s) of Work, AMD and Motorola agree to the following modifications to the Agreement to be effective upon the date of the last signature hereto:


1. To the extent that a Motorola Assignee, while on assignment at AMD's
facilities, develops any Motorola Technology directly applicable to
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