Amend. #1 To The C-4 Technology Transfer & License

EXHIBIT 10.48(a)


AMENDMENT NO. 1 to the
C-4 TECHNOLOGY TRANSFER AND LICENSE AGREEMENT


The C-4 TECHNOLOGY TRANSFER AND LICENSE AGREEMENT between Advanced Micro Devices and International Business Machines Corporation, effective as of June 17, 1996, is hereby amended as follows:


1. On page 1 of the Agreement, new WHEREAS clauses are added and the last WHEREAS clause on page 1 is amended as follows:


Add the following new WHEREAS clauses after the third WHEREAS clause:


"WHEREAS, IBM has developed certain [*] and [*] processes known as [*]
processes, and these are the subject of proprietary rights of IBM in
the valuable technology related thereto;


WHEREAS, AMD desires to obtain licenses and other information and
rights from IBM in order to become a user of such [*] processes of
IBM, upon the terms and conditions provided herein;"


Amend the fourth line of the last WHEREAS clause by adding, after
"processes", "and [*] processes".


2. In Section 1 - Definitions, amend the definitions for LICENSED PRODUCTS and
----------------------- LICENSED TECHNOLOGY and add new definitions for [*] ELEMENTS, [*] PRODUCT, [*] and [*] TECHNOLOGY as follows:


In "LICENSED PRODUCTS", delete "and" in the fourth line, replace "." in
the fifth line with ", and", and add "v.) [*] PRODUCTS." in the sixth line.


AMD/IBM CONFIDENTIAL -1- February 20, 1997


* CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.


In "LICENSED TECHNOLOGY", in the third line, replace "C-4 TECHNOLOGY" with "C-4 TECHNOLOGY and [*] TECHNOLOGY", and in the eighth and ninth lines, delete "or to the forming of the pads and solder elements of a [*] for a [*] substrate,".


Add new definitions for [*] ELEMENTS, [*] PRODUCT, [*] SUBSTRATE and [*] TECHNOLOGY as follows:


"[*] shall mean [*].


'[*] ELEMENTS' shall mean an [*] used to join a [*] SUBSTRATE to the
next (higher) level of packaging.


'[*] PRODUCT' shall mean a [*] SUBSTRATE having at least one [*]
ELEMENT.


'[*] SUBSTRATE' shall mean a [*] article, having an [*], which is used
to join together and/or carry one or more electronic components and
which is prepared for use with the [*] TECHNOLOGY.


'[*] TECHNOLOGY' shall mean: (1) the [*] in an [*]; (2) the [*] of [*]
ELEMENTS to an [*] on a [*] SUBSTRATE; (3) the joining of the [*]
ELEMENTS to the [*] on the [*]; and (4) the [*] of the [*] SUBSTRATE
with the [*] ELEMENTS; and (5) the [*] of [*] ELEMENTS from the [*] of
a [*] SUBSTRATE and the [*] of the [*]."


3. In Section 2 - Licenses, amend Sections 2.1 and 2.3 as follows:
--------------------


In Section 2.1, fourth line, after "royalty-bearing" insert "(except for
LICENSED PRODUCTS which are made, used or sold using the [*] TECHNOLOGY
and require no other portion of the LICENSED TECHNOLOGY for their
manufacture, use or sale)", and add a new Section 2.1.7 as follows:


"2.1.7 after three (3) years from the EFFECTIVE DATE, to have another
manufacturer (but only one manufacturer at any one


AMD/IBM CONFIDENTIAL -2- February 20, 1997


* CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.


time) perform [*] TECHNOLOGY solely for LICENSED PRODUCTS, and solely for AMD for resale under Section 2.1.4, provided that:
-------------


2.1.7.1 such another manufactuer enters into an agreement with AMD with
terms and conditions acceptable to IBM regarding confidentiality, reverse
engineering of the MATERIALS per Section 3.3.2, such another
manufacturer's improvements to the LICENSED TECHNOLOGY, and the licensing
of such another manufacturer's improvements to the LICENSED TECHNOLOGY to
IBM at no cost to IBM, and
2.1.7.2 such another manufacturer is either:
2.1.7.2.1 geographically located in the United States, or
2.1.7.2.2 with IBM's prior written approval, geographically located
outside the United States. IBM reserves the right to grant written
approval so that both parties are assured that intellectual property
licensed in this Agreement will be accorded adequate protection or
enfor ...