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TECHNOLOGY CROSS-LICENSE AGREEMENT


Confidential portions of this document have been deleted and filed
separately with the Securities and Exchange Commission pursuant to a
request for confidential treatment.


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TECHNOLOGY CROSS-LICENSE AGREEMENT


Table of Contents


INTRODUCTION. . . . . . . . . . . . . . . . . . . . . . . . . 1


1. DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . 1


2. MUTUAL RELEASE . . . . . . . . . . . . . . . . . . . . . 6


3. GRANTS OF LICENSE. . . . . . . . . . . . . . . . . . . . 6


4. IMMUNITY FOR CUSTOMERS AND USERS . . . . . . . . . . . . 9


5. SUBLICENSE . . . . . . . . . . . . . . . . . . . . . . . 10


6. CONFIDENTIALITY. . . . . . . . . . . . . . . . . . . . . 11


7. USE OF PROPRIETARY INFORMATION AND COMMINGLED TECHNOLOGY 12


8. WARRANTIES, LIMITATION ON LIABILITY, AND COVENANTS . . . 12


9. TERM AND TERMINATION . . . . . . . . . . . . . . . . . . 13


10. MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . . . 16


ATTACHMENT A. . . . . . . . . . . . . . . . . . . . . . . . . 22


ATTACHMENT B. . . . . . . . . . . . . . . . . . . . . . . . . 25


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TECHNOLOGY CROSS-LICENSE AGREEMENT


This Technology Cross-License Agreement (this "Agreement"), dated as of March 26, 1993, is between ADVANCED MICRO DEVICES, INC. ("AMD"), a Delaware corporation having its principal officeat 901 Thompson Place, Sunnyvale, California, 94088-3453, U.S.A., and FUJITSU LIMITED ("Fujitsu"), a Japanese corporation having its registered office at 1015 Kamikodanaka, Nakahara-ku, Kawasaki 211, Japan.


INTRODUCTION


A. Fujitsu and AMD each own or control various patent and other intellectual property rights to which the other party wishes to acquire a license.


B. Fujitsu and AMD are engaged in continuing research, development and engineering with regard to Licensed Products (as defined below).


C. Fujitsu and AMD desire to establish an amicable and mutually beneficial relationship and, more specifically, desire to grant licenses and exchange semiconductor technology in accordance with the following terms and conditions.


ACCORDINGLY, in consideration of the mutual covenants and promises contained herein, the parties hereto agree as follows:


Article 1. DEFINITIONS.


As used in this Agreement, the following terms shall have the following meanings:


Section 1.1. "Affiliate", with respect to a party, shall mean the companies affiliated with such party as specified in Attachment A hereto, which may be amended from time to time upon the agreement of the parties.


Section 1.2. "Applicable Law" shall mean, with respect to a party, any statute, law, ordinance, rule, administrative interpretation, regulation, order, writ, injunction, directive, judgment, decree or other requirement of any Governmental Authority applicable to such party or its properties, business or assets.


Section 1.3. "Auxiliary Part" shall mean 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


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4 passive elements unitarily or separately combined with a Semiconductor Product and any other parts, primarily usable in or for manufacturing Semiconductor Products.


Section 1.4. "Confidential Information" shall mean information or materials disclosed to a party by the other party that are identified as, or provided under circumstances indicating the information or materials are, confidential or proprietary.


Section 1.5. [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION].


Section 1.6. "Effective Date" shall mean the later to occur of (a) the date of this Agreement or (b) the date which all required Governmental Approvals have been obtained.


Section 1.7. "EPROM" or "Electrically Programmable Read Only Memory" shall mean a non-volatile semiconductor memory device incorporating floating gate structure cells, which device is electrically programmable and erasable by using ultraviolet light. The device mainly consists of such floating gate structure cells, with auxiliary logic circuits, if any, where such logic circuits are used solely for memory operation or interface to other products. OTPROM or One Time PROM, which is a certain non-volatile semiconductor device incorporating the same chip as EPROM and packaged without transparent windows for ultraviolet light, shall be included in the definition of EPROM.


Section 1.8. "Flash Memory" shall mean a non- volatile semiconductor memory device incorporating floating gate structure cells, which device is programmable and erasable by electrically injecting and electrically discharging electric charges into and from floating gates. The device mainly consists of such floating gate structure cells, with auxiliary logic circuits, if any, where such logic circuits are used solely for memory operation or interface to other products.


Section 1.9. "Governmental Approvals" shall mean all approvals, consents, authorizations and similar actions from all Governmental Authorities that the parties agree are desirable in order to consummate the transactions hereunder.


Section 1.10. "Governmental Authority" shall mean any foreign, domestic, national, federal, territorial, prefectural, state or local governmental authority, quasi- governmental authority, court, government or self-regulatory, administrative or other agency, or any political or other subdivision, department, or branch of any of the foregoing.


Section 1.11. "Incorporated Product", with respect to a party, shall mean a product, other than an NVM or a Memory Card, into which such party has incorporated NVM(s) made by or for such party or JV, or portions of such NVM(s). Without limitation, Incorporated Product shall include both (a) an


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5 information handling system, circuit board or multichip module that incorporates such NVM(s) or (b) a Semiconductor Product that incorporates circuits of such NVM(s) with other circuits.


Section 1.12. "IPR" or "Intellectual Property Rights", (a) with respect to a party, shall mean such party's Patents, Proprietary Information and Other IPR, and (b) with respect to a third party, shall mean the equivalents of the foregoing, except that, in any case, IPR shall exclude trademarks, service marks, trade names and their equivalents, and any contraction, abbreviation, or simulation thereof.


Section 1.13. "Joint Development Agreement" shall mean the Joint Development Agreement as defined in the Joint Venture Agreement, and any amendments or modifications thereto.


Section 1.14. "Joint Venture Agreement" shall mean that certain joint venture agreement to be entered into by the parties concurrently with this Agreement, and any amendments or modifications thereto.


Section 1.15. "Joint Venture License Agreement" shall mean the Joint Venture License Agreement as defined in the Joint Venture Agreement, and any amendments or modifications thereto.


Section 1.16. "JV" shall mean Fujitsu AMD Semiconductor Limited, a Japanese corporation being formed by AMD and Fujitsu pursuant to the Joint Venture Agreement.


Section 1.17. [Intentionally omitted]


Section 1.18. "Licensed Product" shall mean any of the items described in the following clauses (a) through (c) and/or parts thereof:


(a) Semiconductive Material;


(b) Auxiliary Part; or


(c) Semiconductor Product.


Licensed Products shall include NVMs and Memory Cards, unless otherwise expressly provided herein.


Section 1.19. "Manufacturing Apparatus" shall mean any instrumentality or aggregate of instrumentalities primarily designated for use in the fabrication of Licensed Products.


Section 1.20. "Memory Card" shall mean an EPROM or Flash Memory card, module or board which consists mainly of NVM(s) and auxiliary semiconductor logic, if any, where such auxiliary semiconductor logic is used solely for memory operation or interface to other products.


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Section 1.21. "Nondisclosure Agreements" shall mean the Nondisclosure Agreements between Fujitsu and AMD dated March 12, 1992 and July 20, 1992 and the Confidentiality Agreement between Fujitsu and AMD dated October 16, 1992.


Section 1.22. "Non-Semiconductor Group", with respect to a party, shall mean the party's internal group or other organization that is not the Semiconductor Group of such party. It is understood that AMD currently does not have such a Non-Semiconductor Group. Should AMD elect to form a Non- Semiconductor Group in the future, such Group shall at that time have all of the rights and privileges, subject to the obligations, of a Non-Semiconductor Group hereunder.


Section 1.23. "NVM" or "Non-Volatile Memory", with respect to a party, shall mean any EPROM or Flash Memory in wafer, die or packaged device form manufactured using wafer processes with geometries of 0.5 micron or less that embodies, incorporates or is subject to (or is manufactured through processes or methods that embody, incorporate or are subject to) IPR of the other party.


Section 1.24. "Other IPR", with respect to a party, shall mean all mask work rights and copyrights relating to software or microcode, and the equivalents of the foregoing (under the laws of any jurisdiction, including without limitation, all applications and registrations with respect thereto) that both (a) are covered, embodied, or incorporated in the materials or information deliberately provided by such party to the other party in accordance with the Joint Development Agreement or the Nondisclosure Agreements, or deliberately provided by such party to JV or by JV to such party in accordance with the Joint Venture License Agreement and (b) are wholly owned by such party or as to which, and only to the extent and subject to the conditions under which, such party has the right, as of the Effective Date or thereafter during the term of this Agreement, to grant licenses or sublicenses of the scope granted herein, without such grant resulting in the payment of royalties or other consideration to third parties (unless and until the other party undertakes to reimburse such party for any payments so made, in which case such mask work rights and copyrights and equivalents shall be included within such party's Other IPR), except for payments to a Subsidiary of such party sublicensed hereunder or payments to third parties for Other IPR developed or created by such third parties while employed by such party or any Subsidiary of such party sublicensed hereunder.


Section 1.25. "Patents", with respect to a party, shall mean all classes or types of patents, utility models, design patents and reissues, importations and confirmations thereof, and other indicia of ownership, and respective applications therefor of all countries of the world, provided such indicia of ownership or applications therefor meet both the following conditions: (a) have a filing date, or claim the benefit of a filing date, prior to the expiration or termination of this Agreement, and (b) are wholly owned by such party prior to the expiration or termination of this Agreement, or as to


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7 which, and only to the extent and subject to the conditions under which, such party has the right, as of the Effective Date or thereafter during the term of this Agreement, to grant licenses or sublicenses of the scope granted herein, without such grant resulting in the payment of royalties or other consideration to third parties (unless and until the other party undertakes to reimburse such party for any payments so made, in which case such patents shall be included within such party's Patents), except for payments to a Subsidiary of such party sublicensed hereunder or payments to third parties for inventions made by such third parties while employed by such party or any Subsidiary of such party sublicensed hereunder.


Section 1.26. "Pilot Product", with respect to a party, shall mean (i) an NVM wafer manufactured by or for (except by the JV) such party or (ii) an NVM die or packaged device made by or for (except by the JV) such party from such NVM wafer.


Section 1.27. [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION].


Section 1.28. "Proprietary Information", with respect to a party, shall mean any trade secrets, copyrighted material (except as is otherwise provided in this Section 1.28), know-how, data, formula, processes, confidential information, or other information, tangible or otherwise, of such party that both (a) comes to the knowledge of the other party (whether or not deliberately provided by such party) in the course of performing the Joint Development Agreement or the Joint Venture License Agreement or pursuant to the Nondisclosure Agreements, and (b) is wholly owned by such party or as to which, and only to the extent and subject to the conditions under which, such party has the right, as of the Effective Date or thereafter during the term of this Agreement, to grant licenses or sublicenses of the scope granted herein, without such grant resulting in the payment of royalties or other consideration to third parties (unless and until the other party undertakes to reimburse such party for any payments so made, in which case such information shall be included within such party's Proprietary Information), except for payments to a Subsidiary of such party sublicensed hereunder or payments to third parties for Proprietary Information developed or created by such third parties while employed by such party or any Subsidiary of such party sublicensed hereunder. Proprietary Information does not include mask work rights or copyrights relating to software or microcode or the equivalents of such rights.


Section 1.29. "Semiconductor Group", with respect to a party, shall mean the internal group or other organization of such party currently having as its primary activities the research and development, making and selling of Semiconductor Products to the semiconductor merchant market, and controlling semiconductor-related IPR arising by virtue of such activities.


Section 1.29.1. The Fujitsu Semiconductor Group currently consists of (and is limited to) the Electronic Devices


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8 Group of Fujitsu, and will consist in the future of any successor organization(s) which succeeds to the semiconductor-related research and development, making, selling and/or IPR of the Electronic Devices Group.


Section 1.29.2. The AMD Semiconductor Group currently consists of AMD in its entirety, and will consist in the future of any successor organization(s) which succeeds to the semiconductor-related research and development, making, selling and/or IPR of any current AMD operations.


Section 1.30. "Semiconductor Product" shall mean:


(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 1.30 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 , 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, (i) Auxiliary Parts and (ii) 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.


Section 1.31. "Semiconductive Element" shall mean 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.


Section 1.32. "Semiconductive Material" shall mean 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.


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Section 1.33. "Subsidiary", with respect to a party, shall mean any corporation, partnership or other entity, more than fifty percent (50%) of whose shares or ownership interests entitled to vote for the election of directors (other than any shares whose voting rights are subject to restriction) or, in the case of a noncorporate entity, the equivalent interests, are owned or controlled by such party, directly or indirectly, now or hereafter, but such corporation, partnership or other entity shall be deemed to be a Subsidiary only for so long as such ownership or control exists.


Section 1.34. "Transitional Event" shall mean the earlier to occur of (i) termination or expiration of the Joint Venture Agreement, (ii) dissolution of the JV, or (iii) Fujitsu or AMD ceasing to be a shareholder of the JV.


Article 2. MUTUAL RELEASE.


Section 2.1. Fujitsu hereby releases, acquits and forever discharges AMD hereunder from any and all claims or liability for infringement or alleged infringement of any Fujitsu IPR by performance of acts prior to the Effective Date which, if performed on or after the Effective Date, would be acts licensed, sublicensed or immunized hereunder.


Section 2.2. AMD hereby releases, acquits and forever discharges Fujitsu hereunder from any and all claims or liability for infringement or alleged infringement of any AMD IPR by performance of acts prior to the Effective Date which, if performed on or after the Effective Date, would be acts licensed, sublicensed or immunized hereunder.


Article 3. GRANTS OF LICENSE.


Section 3.1. Fujitsu hereby grants to AMD a non- exclusive and non-transferable license under Fujitsu IPR:


(a) to make, have made (it being understood that for purposes of this Agreement the terms "make" and "have made" shall include the acts of assembling, packaging, and/or testing), use, sell, lease, or otherwise dispose of Licensed Products and Incorporated Products anywhere in the world, but excluding [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION], NVMs and Memory Cards, except as otherwise specified in Attachment B; and


(b) to make, have made and use Manufacturing Apparatuses anywhere in the world, and to sell, lease, or otherwise dispose of such Manufacturing Apparatuses anywhere in the world, provided that such sale, lease or other disposition is incidental to a technology license to make Licensed Products to which such Manufacturing Apparatuses relate.


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Section 3.2. AMD hereby grants to Fujitsu a non- exclusive and non-transferable license under AMD IPR:


(a) to make, have made, use, sell, lease, or otherwise dispose of Licensed Products and Incorporated Products anywhere in the world, but excluding [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION], NVMs and Memory Cards, except as otherwise specified in Attachment B; and


(b) to make, have made and use Manufacturing Apparatuses anywhere in the world, and to sell, lease, or otherwise dispose of such Manufacturing Apparatuses anywhere in the world, provided that such sale, lease or other disposition is incidental to a technology license to make Licensed Products to which such Manufacturing Apparatuses relate.


Section 3.3. Fujitsu and AMD agree that upon the occurrence of a Transitional Event, whether or not it results in termination under Article 9, or upon the assumption by or on behalf of a party (including a bankruptcy trustee or representative or debtor in possession) of the rights and obligations of this Agreement in a bankruptcy or insolvency proceeding involving such party, the licenses under Sections 3.1 and 3.2, respectively, shall automatically, without further action by either party, be changed so that the licenses become licenses to make, have made, use, sell, lease or otherwise dispose of any volume of Licensed Products, including NVMs and Memory Cards, anywhere in the world not subject to the conditions of Attachment B, but excluding, in the case of Section 3.1, [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION], and, in the case of Section 3.2, [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION].


Section 3.4.


Section 3.4.1. Notwithstanding anything to the contrary in Sections 1.12 and 3.1, Articles 4 and 5, or any other provision of this Agreement:


(a) The rights, licenses and immunities granted by Fujitsu hereunder to AMD (and the definition of "IPR" included in such grant) shall exclude IPR of any Fujitsu Non-Semiconductor Group except that:


(i) Such Fujitsu Non-Semiconductor Group, at its option, may grant to the AMD Semiconductor Group a license of such Fujitsu Non-Semiconductor Group's Patents that relate to (A) processes for manufacturing Licensed Products, (B) the device structure (but not circuits) of Licensed Products, or (C) the materials comprising Licensed Products (collectively, "Semiconductor-Related"). Unless such Fujitsu Non-Semiconductor Group grants such a license to the AMD Semiconductor Group and such license is otherwise of a scope that is equivalent to that of Section 3.1, such Fujitsu N
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