AMD-FASL Patent Cross-License Agreement



 Exhibit 10.41 
 Redacted Version 
 Confidential Treatment Marked 
  
 AMD-FASL PATENT CROSS-LICENSE AGREEMENT 
  
 THIS AMD-FASL PATENT CROSS-LICENSE AGREEMENT (this
“Agreement”) is made and entered into as of June 30, 2003 (the “Effective Date”), by and between Advanced Micro Devices, Inc., a Delaware corporation (“Parent”) and FASL LLC, a Delaware limited
liability company (“FASL”). Parent and FASL are hereinafter also referred to, collectively, as the “Parties” and individually as a “Party.” 
  
 RECITALS 
  
 WHEREAS, FASL was formed for the purpose of conducting the Business; 
  
 WHEREAS, Parent, Fujitsu Limited, a Japanese corporation
(“Fujitsu”), AMD Investments, Inc. and Fujitsu Microelectronics Holding, Inc. have entered into that certain Amended and Restated Limited Liability Company Operating Agreement of FASL LLC as of June 30, 2003 (the “Operating
Agreement”); and 
  
 WHEREAS, Parent and FASL each
own or control, and may in the future obtain ownership or control of, various patent rights to which the other Party wishes to acquire a license. 
  
 NOW, THEREFORE, in consideration of the mutual representations, warranties, covenants and other terms and conditions contained herein,
Parent and FASL agree as follows: 
  
 AGREEMENT 

 
 1. DEFINITIONS; INTERPRETATION 
  
 1.1 Capitalized but Undefined Terms. Capitalized terms used in this
Agreement but not defined herein shall have the meaning ascribed to such terms in the Operating Agreement. 
  
 1.2 Terms Defined in this Agreement. The following terms when used in this Agreement shall have the following definitions: 
  
 1.2.1 “Acquired Party” means a Party or the Semiconductor
Group of a Party that has undergone a Change of Control. 
  
 1.2.2
“Acquired Party Covered Product” has the meaning set forth in Section 9.3.3(a). 
  
 1.2.3 “Acquirer” means a Third Party that, through a Change of Control of an Acquired Party, either (a) acquires, through any transaction
or series of related transactions, ownership of securities representing more than fifty percent (50%) of the power to elect Acquired Party’s board of directors or other managing authority, or in the case Acquired Party is a non-corporate
Person, equivalent interests, (b) consolidates with or merges with or into Acquired Party, or has Acquired Party merged into it, or (c) purchases or otherwise receives transfer of all or a substantially all of the assets or business of Acquired
Party. 
  

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 1.2.4 “Acquirer Competitive Product” has the meaning set forth in Section 9.3.3(b).

  
 1.2.5 “Acquirer Licensed Patents,” with
respect to an Acquirer to which this Agreement is assigned pursuant to Section 10.6, means all Patents that, as of the effective date of such assignment or thereafter during the Term, are wholly owned by Acquirer, or as to which, and only to the
extent and subject to the conditions under which, Acquirer has the right, as of the effective date of such assignment or thereafter during the Term, to grant licenses or sublicenses without such grant resulting in the payment of royalties or other
consideration to third parties (unless the non-assigning Party undertakes to pay directly or to reimburse Acquirer for any such royalties or other consideration, in which case such Patents shall be included within the Acquirer Licensed Patents),
except for payments to a Subsidiary of Acquirer sublicensed hereunder or payments to Persons for inventions made by such Persons while employees or contractors of Acquirer or any Subsidiary of Acquirer sublicensed hereunder. 
  
 1.2.6 “Assigned Patent Rights” has the meaning set forth in
the Intellectual Property Contribution and Ancillary Matters Agreement. 
  
 1.2.7 “Auxiliary Part” means 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 passive elements unitarily or separately combined with a Semiconductor Product and any other parts, primarily useable in or for manufacturing, assembling or packaging Semiconductor Products.

  
 1.2.8 “Basic Royalty Payment” has the meaning
set forth in Section 6.1. 
  
 1.2.9 “Change of
Control” shall be deemed to have occurred, with respect to a Person (which, for purposes of this Section 1.2.9 also includes the Semiconductor Group of either Party), when: (a) any “person” or “group” (as such terms are
used in Sections 13(d) of the Exchange Act) is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act) of shares representing more than fifty percent (50%) of the combined voting power of the
then-outstanding securities entitled to vote generally in elections of directors of such Person, or in the case such Person is a non-corporate Person, equivalent interests; (b) such Person consolidates with or merges with or into any other Person,
or any other Person merges into such Person, unless immediately after such consolidation or merger, the Persons that, prior to such consolidation or merger, owned the then-outstanding securities of such Person entitled to vote generally in elections
of directors, or in the case such Person is a non-corporate Person, equivalent interests, own in the aggregate at least fifty percent (50%) of such securities or equivalent interests of the surviving entity; or (c) such Person sells or otherwise
transfers all or substantially all of the assets or business of such Person. 
  

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 1.2.10 “Change of Control Date” means, with respect to the Change of Control of a
Person, the effective date of such Change of Control. 
  
 1.2.11
“Circuit Patents” means those Licensed Patents that claim a plurality of active and/or passive elements for generating, receiving, transmitting, storing, transforming or acting in response to electrical signal(s) to achieve a
particular function, provided that Circuit Patents shall not include Process Patents. 
  
 1.2.12 “Coatue Licensed Patents” means the patent and patent applications set forth on Schedule 1.2.12 and all Patents issuing on such patent applications. 
  
 1.2.13 “Coatue Product” means any Licensed Product that
incorporates Polymer Technology and that is manufactured by FASL or for FASL by a Third Party that is not licensed under the Coatue Licensed Patents. 
  
 1.2.14 “Coatue Royalty Payment” has the meaning set forth in Section 6.2. 
  
 1.2.15 “Control” (including “Controlled,” “Controlling” and other forms
thereof), with respect to a Person, means beneficial ownership, directly or indirectly, of securities representing more than fifty percent (50%) of the power to elect such Person’s board of directors or other managing authority, or in the case
of a non-corporate Person, equivalent interests. 
  
 1.2.16
“Exchange Rate” means, with respect to any payment by FASL to Parent, the exchange rate for bank cable transfers from the applicable currency to United States dollars as quoted by Citibank, N.A. 
  
 1.2.17 “Effective Date” has the meaning set forth in the
first paragraph of this Agreement. 
  
 1.2.18 “Existing
Product” of a Person, as of a certain date, means a Licensed Product developed by or for such Person and being made (or have made) and offered for sale by such Person on or prior to such date. 
  
 1.2.19 “FASL” has the meaning set forth in the first
paragraph of this Agreement. 
  
 1.2.20 “FASL
Content” has the meaning set forth in the AMD Distribution Agreement. 
  
 1.2.21 “FASL Licensed Patents” means all Patents that, as of the Effective Date or thereafter during the Term, are wholly owned by FASL or any of its Subsidiaries that are subject to control by the
FASL Semiconductor Group, or as to which, and only to the extent and subject to the conditions under which, FASL or any of its Subsidiaries that are subject to control by the FASL Semiconductor Group has the right, as of the Effective Date or
thereafter during the Term, to grant licenses or sublicenses without such grant resulting in the payment of royalties or other consideration to third parties (unless Parent undertakes to pay directly or to reimburse FASL and/or its Subsidiaries, as
applicable, for any such 

  

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royalties or other consideration, in which case such Patents shall be included within the FASL Licensed Patents), except for payments to FASL or any of its
Subsidiaries that are subject to control by the FASL Semiconductor Group or payments to Persons for inventions made by such Persons while employees or contractors of FASL or any of its Subsidiaries that are subject to control by the FASL
Semiconductor Group. Notwithstanding any of the foregoing, FASL Licensed Patents do not include any Assigned Patent Rights. 
  
 1.2.22 “Fujitsu” has the meaning set forth in the Recitals. 
  
 1.2.23 “Intellectual Property Contribution and Ancillary Matters Agreement” means that certain Intellectual
Property Contribution and Ancillary Matters Agreement entered into as of June 30, 2003 by and among Parent, FASL, AMD Investments, Inc. and Fujitsu. 
  
 1.2.24 “Licensed Patents” means, collectively, the FASL Licensed Patents, the Parent Licensed Patents, and the Subsidiary Licensed
Patents of each Subsidiary of Parent that, pursuant to Section 5.1, is granted sublicenses of the rights, licenses and immunities granted to Parent under Sections 2, 3 and 4. 
  
 1.2.25 “Licensed Product” means any of the items described in the following clauses (a) through (d) and/or
parts thereof: 
  
 (a) Semiconductive Material;

  
 (b) Auxiliary Part; 
  
 (c) Semiconductor Product; or 
  
 (d) Manufacturing Apparatus. 
  
 1.2.26 “Manufacturing Apparatus” means any instrumentality
or aggregate of instrumentalities primarily designated for use in the making of any of the items set forth in clauses (a) through (c) of Section 1.2.25 and/or parts thereof. 
  
 1.2.27 “Net Sales” with respect to a product, means the gross amounts invoiced by FASL and its Subsidiaries
for the sale or other distribution of the product within any country, less (a) separately stated charges for sales and use taxes, excise taxes, customs duties and other similar taxes, and (b) any amounts that FASL and its Subsidiaries
actually paid for the non-FASL Content, if any, of such product. 
  
 1.2.28 “Non-Semiconductor Group,” with respect to a Party, means any of such Party’s internal groups or other organizations that is not the Semiconductor Group of such Party. 
  
 1.2.29 “Operating Agreement” has the meaning set forth in
the Recitals. 
  
 1.2.30 “Parent” has the meaning
set forth in the first paragraph of this Agreement. 
  

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 1.2.31 “Parent Licensed Patents” means all Patents that, as of the Effective Date or
thereafter during the Term, are wholly owned by Parent, or as to which, and only to the extent and subject to the conditions under which, Parent has the right, as of the Effective Date or thereafter during the Term, to grant licenses or sublicenses
without such grant resulting in the payment of royalties or other consideration to third parties (unless FASL undertakes to pay directly or to reimburse Parent for any such royalties or other consideration, in which case such Patents shall be
included within the Parent Licensed Patents), except for payments to a Subsidiary of Parent sublicensed hereunder or payments to Persons for inventions made by such Persons while employees or contractors of Parent or any Subsidiary of Parent
sublicensed hereunder. Parent Licensed Patents includes Coatue Licensed Patents. 
  
 1.2.32 “Party” and “Parties” have the respective meanings set forth in the first paragraph of this Agreement. 
  
 1.2.33 “Patents” means all classes or types of patents (including design patents) and utility models of all
countries of the world issued or issuing on patent or utility model applications entitled to an effective filing date that is on or before the end of the Term, and respective applications therefor, together with any divisions, continuations and
continuations-in-part and reissues and results of re-examinations thereof. 
  
 1.2.34 “Pending Product” of a Person, as of a certain date, means a Licensed Product developed by or for such Person that such Person reasonably expects to tapeout within eighteen (18) months of such
date (as specified in a then-current written product roadmap as of such date) and that such Person reasonably expects to make (or have made) and sell commencing reasonably promptly thereafter. 
  
 1.2.35 “Polymer Technology” shall have a meaning to be
agreed upon by the Parties and Fujitsu. The Parties and Fujitsu will negotiate such meaning in good faith promptly after the Effective Date. 
  
 1.2.36 “Process Patents” means those Licensed Patents that claim (a) a process for designing and/or making Licensed Products, including
equipment used therefor, (b) materials comprising or used in the manufacturing of Licensed Products, or (c) a structure for the arrangement or interrelationship of regions, layers, electrodes or contacts of Licensed Products. 
  
 1.2.37 “Royalty Payment” means any Basic Royalty Payment or
Coatue Royalty Payment. 
  
 1.2.38 “Semiconductive
Element” means 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. 
  

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 1.2.39 “Semiconductive Material” means 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. 
  
 1.2.40 “Semiconductor Group,” with respect to a Party, means the internal group or other organization of such Party having as its primary
activities the research and development and making of Semiconductor Products for, and selling of Semiconductor Products to, the semiconductor merchant market. The FASL Semiconductor Group currently consists of FASL in its entirety. The Parent
Semiconductor Group currently consists of Parent in its entirety. 
  
 1.2.41 “Semiconductor Product” means: 
  
 (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 1.2.41 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 1.2.41, 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, (A) Auxiliary Parts and (B) 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.  
  
 1.2.42
“Semi-Annual Period” means each half of FASL’s fiscal year (i.e., January 1 through June 30, and July 1 through December 31); provided, however, that the first Semi-Annual period shall commence on the
Effective Date and shall end on December 31, 2003, and the last Semi-Annual Period shall end on the effective date of any termination of this Agreement. 
  
 1.2.43 “Subsidiary” of a Party means any other Person that is Controlled by such Party, but such other Person shall be deemed to be a
Subsidiary only so long as such Control exists. Notwithstanding the foregoing, neither FASL nor any Subsidiaries of FASL shall be deemed a Subsidiary of Parent. 
  


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 1.2.44 “Subsidiary Licensed Patents,” with respect to a Subsidiary of Parent that,
pursuant to Section 5.1, is granted sublicenses of the rights, licenses and immunities granted to Parent under Sections 2, 3 and 4, means all Patents that, as of the date of sublicense or thereafter during the Term, are wholly owned by such
Subsidiary, or as to which, and only to the extent and subject to the conditions under which, such Subsidiary has the right, as of the date of sublicense or thereafter during the Term, to grant licenses or sublicenses, without such grant resulting
in the payment of royalties or other consideration to third parties (unless FASL undertakes to pay directly or to reimburse such Subsidiary for any such royalties or other consideration, in which case such Patents shall be included within the
Subsidiary Licensed Patents), except for payments to Parent or any other Subsidiary of Parent sublicensed hereunder or payments to Persons for inventions made by such Persons while employees or contractors of such Subsidiary or any other Subsidiary
of Parent sublicensed hereunder. 
  
 1.2.45 “Successor
Product” means a subsequent or follow-on version of an Acquired Party Covered Product or Acquirer Competitive Product that is based on substantially the same technology (including “process shrinks” of such products and other
incremental improvements thereto) as such Acquired Party Covered Product or Acquirer Competitive Product without the benefit of fundamental advances in design, and that is intended to replace such Acquired Party Covered Product or Acquirer
Competitive Product and to be used in the same type of application (e.g., personal computer, mobile phone, etc.). 
  
 1.2.46 “Term” means the period commencing on the Effective Date and ending on the effective date of the termination of this Agreement
pursuant to Section 9. 
  
 1.2.47 “Termination
Agreement” means that certain Termination Agreement entered into as of June 30, 2003 by and among Parent, Fujitsu, and FASL (Japan). 
  
 1.2.48 “Third Party” means any Person other than the Parties and other than any Person Controlling, Controlled by or under common Control
with either Party. 
  
 1.2.49 “Transaction
Documents” has the meaning set forth in the Contribution Agreement. 
  
 1.3 Interpretation. 
  
 1.3.1 Certain Terms. The words “hereof,” “herein,” “hereunder” and similar words refer to this Agreement as a whole and not to any particular provision of this Agreement. The term “including”
is not limited and means “including without limitation.” The words “make” and “have made” include the acts of developing, assembling, packaging and/or testing. 
  
 1.3.2 Section References; Titles and Subtitles. Unless otherwise
noted, all references to Sections and Schedules herein are to Sections and Schedules of this Agreement. The titles, captions and headings of this Agreement are inserted for convenience of reference only and are not intended to be a part of or to
affect the meaning or interpretation of this Agreement. 
  

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 1.3.3 Reference to Persons, Agreements, Statutes. Unless otherwise expressly provided herein, (a)
references to a Person include its successors and permitted assigns, (b) references to agreements (including this Agreement) and other contractual instruments shall be deemed to include all subsequent amendments, restatements and other modifications
thereto or supplements thereof and (c) references to any statute or regulation are to be construed as including all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such statute or regulation.

  
 2. MUTUAL RELEASE 
  
 2.1 Release by FASL. FASL hereby releases, acquits and forever
discharges Parent hereunder from any and all claims or liability for infringement or alleged infringement of any FASL Licensed Patent by performance of acts prior to the date on which such Patent becomes a FASL Licensed Patent that, if performed on
or after such date, would be acts licensed, sublicensed or immunized hereunder. 
  
 2.2 Release by Parent. Parent hereby releases, acquits and forever discharges FASL hereunder from any and all claims or liability for infringement or alleged infringement of any Parent Licensed Patent by
performance of acts prior to the date on which such Patent becomes a Parent Licensed Patent that, if performed on or after such date, would be acts licensed, sublicensed or immunized hereunder. 
  
 3. GRANTS OF LICENSE 
  
 3.1 Grant by FASL. Subject to the terms and conditions of this
Agreement, FASL hereby grants to Parent a non-exclusive and non-transferable (except pursuant to Section 10.6) license under FASL Licensed Patents: 
  
 3.1.1 to make, have made, use, sell, offer to sell, lease, import or otherwise dispose of Licensed Products (other than Manufacturing Apparatuses)
anywhere in the world; and 
  
 3.1.2 to make, have made and use
Manufacturing Apparatuses anywhere in the world, and to sell, offer to sell, lease, import or otherwise dispose of such Manufacturing Apparatuses anywhere in the world. 
  
 3.2 Grant by Parent. Subject to the terms and conditions of this Agreement, Parent hereby grants to FASL a
non-exclusive and non-transferable (except pursuant to Section 10.6) license under Parent Licensed Patents: 
  
 3.2.1 to make, have made, use, sell, offer to sell, lease, import or otherwise dispose of Licensed Products (other than Manufacturing Apparatuses)
anywhere in the world; and 
  
 3.2.2 to make, have made and use
Manufacturing Apparatuses anywhere in the world, and to sell, offer to sell, lease, import or otherwise dispose of such Manufacturing Apparatuses anywhere in the world. 
  

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 3.3 Non-Semiconductor Groups. 
  
 3.3.1 Notwithstanding anything to the contrary in this Agreement, the rights, licenses and immunities granted by Parent
hereunder to FASL (and the definition of Parent Licensed Patents included in such grant) shall exclude Licensed Patents of any Parent Non-Semiconductor Group. No Parent Non-Semiconductor Group may exercise the rights, licenses and immunities granted
hereunder to Parent for Licensed Products, except with respect to Licensed Products that are made by or for the Parent Semiconductor Group or a Subsidiary sublicensed hereunder. 
  
 3.3.2 Notwithstanding anything to the contrary in this Agreement, the rights, licenses and immunities granted by FASL
hereunder to Parent (and the definition of FASL Licensed Patents included in such grant) shall exclude Licensed Patents of any FASL Non-Semiconductor Group. No FASL Non-Semiconductor Group may exercise the rights, licenses and immunities granted
hereunder to FASL for Licensed Products, except with respect to Licensed Products that are made by or for the FASL Semiconductor Group or a Subsidiary sublicensed hereunder. 
  
 4. IMMUNITY FOR CUSTOMERS AND USERS 
  
 4.1 Grant of Immunity by FASL. The licenses granted to Parent
pursuant to Section 3 shall include immunity for (and FASL hereby covenants not to sue) the resellers, distributors, users and other customers, direct or indirect, of Parent for Licensed Products made, imported, sold, offered for sale, leased or
otherwise disposed of by or for or on behalf of Parent as set forth herein (whether such products are used, imported, sold, offered for sale, leased or otherwise disposed of alone or in combination with other products or services, although such
immunity will not extend to any such combinations or parts of such other products or services other than the Licensed Products). With respect to products made by Parent on a foundry basis where a customer engages Parent as a foundry to make products
for resale in the semiconductor merchant market by such customer based on designs, logic and/or specifications of such customer, the immunities granted to such customer pursuant to this Section 4 shall extend only to any Parent materials,
information or technology supplied to such customer or incorporated in such products, or the process or method used to make such products. For purposes of clarification, the foregoing shall not affect in any way the licenses and immunities granted
to Parent and its resellers, distributors, users and other customers (to the extent such other customers are not engaging Parent as a foundry as described above), direct or indirect, by this Agreement, including Sections 3 and 5 and this Section 4.
The sale or other disposition to resellers, distributors, users and other customers, direct or indirect, of products by Parent does not convey any license or immunity, by implication, estoppel, or otherwise, to such resellers, distributors, users
and other customers, direct or indirect, under Patent claims covering combinations of such products with other devices or elements. 
  
 4.2 Grant of Immunity by Parent. The licenses granted to FASL pursuant to Section 3 shall include immunity for (and Parent hereby covenants not to
sue) the resellers, distributors, users and other customers, direct or indirect, of FASL for Licensed Products made, imported, sold, offered for sale, leased or otherwise disposed of by or for or on behalf of FASL as set forth herein (whether such
products are used, imported, sold, offered for sale, 

  

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leased or otherwise disposed of alone or in combination with other products or services, although such immunity will not extend to any such combinations or
parts of such other products or services other than the Licensed Products). With respect to products made by FASL on a foundry basis where a customer engages FASL as a foundry to make products for resale in the semiconductor merchant market by such
customer based on designs, logic and/or specifications of such customer, the immunities granted to such customer pursuant to this Section 4 shall extend only to any FASL materials, information or technology supplied to such customer or incorporated
in such products, or the process or method used to make such products. For purposes of clarification, the foregoing shall not affect in any way the licenses and immunities granted to FASL and its resellers, distributors, users and other customers
(to the extent such other customers are not engaging FASL as a foundry as described above), direct or indirect, by this Agreement, including Sections 3 and 5 and this Section 4. The sale or other disposition to resellers, distributors, users and
other customers, direct or indirect, of products by FASL does not convey any license or immunity, by implication, estoppel, or otherwise, to such resellers, distributors, users and other customers, direct or indirect, under Patent claims covering
combinations of such products with other devices or elements. 
  
 5.
EXTENSION OF LICENSE 
  
 5.1 Right of Parent. Parent shall have the right to grant sublicenses of the rights, licenses and immunities granted to Parent under Sections 2, 3 and 4, to a Subsidiary of Parent that is subject to control by the Semiconductor
Group, but subject to the condition that such Subsidiary grants a license to FASL under its Subsidiary Licensed Patents, if any. Any such grant-back license shall otherwise be of a scope equivalent to that of Section 3.2. For purposes of
clarification, (a) except as set forth in Section 5.2, it is an option, and not an obligation, for a Subsidiary to grant back such a license, unless and until such Subsidiary elects to be granted a sublicense of such rights, licenses and immunities,
and (b) even without obtaining such a sublicense, a Subsidiary of Parent (whether subject to control by the Semiconductor Group or a Non-Semiconductor Group) may exercise the rights, licenses and immunities granted hereunder to Parent solely for
Licensed Products that are made by or for the Semiconductor Group or a Subsidiary of Parent sublicensed hereunder. 
  
 5.2 Semiconductor Group Subsidiaries. If requested by FASL, Parent shall cause a Subsidiary actually controlled by the Semiconductor Group of
Parent to grant a license to FASL under Section 5.1, in which case such Subsidiary shall be deemed sublicensed pursuant to Section 5.1. 
  
 5.3 Right of FASL. FASL shall have the right to grant sublicenses of the rights, licenses and immunities granted to FASL under Sections 2, 3 and 4,
to Subsidiaries of FASL that are subject to control by the FASL Semiconductor Group. 
  
 5.4 No Other Right. A Party shall not have the right to grant sublicenses of the Patents licensed hereunder except as provided in this Section 5 or in Section 7.1 of the Intellectual Property Contribution and
Ancillary Matters Agreement. 
  

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 6. ROYALTIES 
  
 6.1 Basic Royalty Payments. In consideration of the licenses set forth in Section 3.2 with respect to Parent Licensed
Patents other than Coatue Licensed Patents, FASL shall pay to Parent the following royalty payments (each a “Basic Royalty Payment”): 
  
 6.1.1 During the four (4) year period commencing on the Effective Date, **** of Net Sales of Licensed Products; 
  
 6.1.2 During the four (4) year period commencing on the fourth anniversary of
the Effective Date, **** of Net Sales of Licensed Products; and 
  
 6.1.3 During the two (2) year period commencing on the eighth anniversary of the Effective Date, **** of Net Sales of Licensed Products. 
  
 FASL shall not owe any royalties on Net Sales of Licensed Products occurring on or after the tenth anniversary of the Effective Date in consideration of the license
hereunder to Parent Licensed Patents. 
  
 6.2 Coatue Royalty
Payments. In consideration of the licenses set forth in Section 3.2 with respect to Coatue Licensed Patents and the license set forth in Section 5 of the Intellectual Property Contribution and Ancillary Matters Agreement, in addition to Basic
Royalty Payments as set forth in Section 6.1, FASL shall pay to Parent during the period commencing volume shipment of FASL’s Coatue Product(s) and terminating on the third anniversary thereof, **** of Net Sales of Coatue Products (each a
“Coatue Royalty Payment”). FASL shall not owe any royalties on Net Sales of Coatue Products, other than Basic Royalty Payments as set forth in Section 6.1, occurring on or after the third anniversary of such first customer shipment
in consideration of the license hereunder to Coatue Licensed Patents. 
  
 6.3 Reports. FASL shall: (a) keep accurate and detailed accounts and records of all Royalty Payments due under this Agreement; and (b) within sixty (60) days after the last day of each Semi-Annual Period, deliver to Parent a
statement of all Royalty Payments due to Parent, if any, during such Semi-Annual Period. 
  
 6.4 Payment Terms. Royalty Payments for Net Sales occurring during each Semi-Annual Period shall be made within sixty (60) days from the end of such Semi-Annual Period. All amounts payable by FASL to Parent
shall be paid by wire transfer of U.S. Dollars in immediately available funds to such financial institution and account number as Parent may designate in writing to FASL. 
  
 6.5 Exchange Rates. In the event of any Net Sales from the sale or other distribution of a Licensed Product by FASL
in any currency other than U.S. Dollars, for purposes of determining the Royalty Payment, FASL shall use the Exchange Rate in effect on the last day of the month in which such sale or other distribution was effected. 
  
 6.6 Late Payments. If FASL fails to make any payment on or before the
required payment date, FASL shall be liable for interest on such payment, for the period commencing 

  

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filed separately with the Securities and Exchange Commission. 








 
on such required payment date and ending on the date such payment is made, at the rate of ten percent (10%) per annum or the maximum amount allowed by
Applicable Law, whichever is less. 
  
 6.7 Taxes. In the
event that FASL is required by Applicable Law to withhold any Tax from any amount payable by FASL to Parent hereunder, (a) FASL shall withhold such Tax and remit such withheld amount to the appropriate Governmental Authorities in accordance with
Applicable Law and shall promptly report to Parent the amounts and dates of all such withholdings, and (b) the amount otherwise payable to Parent by FASL hereunder upon which such withholding is based shall be decreased accordingly; provided, that
FASL shall in all events provide Parent with five Business Days advance written notice of the amount of any withholding to be made hereunder. FASL shall promptly furnish Parent with official copies (or certified copies if official copies are not
available) of each Tax receipt received from any Governmental Authority and a copy of any document pertaining to Parent filed with any Governmental Authority (including United States Internal Revenue Service Form 1042-S), and shall furnish Parent
with such other documentation relating to any such deductions or withholdings as may be reasonably requested by Parent. If at any time Parent believes that FASL may in the future adopt withholding practices in respect of Parent that are not in
accordance with the requirements of Applicable Law, Parent shall notify FASL of the basis for its objection to such withholding practices and, if the matter cannot be resolved by agreement, FASL shall refer the issue to an independent law firm of
national stature (which shall not be a law firm that is regularly used by FASL or AMD), which shall advise FASL concerning the legal obligations of FASL in respect of withholding, and thereafter FASL shall act consistently with such advice in
matters pertaining to withholding. If FASL acts in accordance with the advice of such law firm and a Governmental Authority later asserts in writing to any Party that FASL failed to withhold Tax from amounts payable to Parent hereunder at the time
and/or in the amounts required by Chapter 3 of the Code or comparable provisions of other Tax laws in respect of Parent, then Parent shall promptly upon receipt of a copy of such writing accompanied by a written notice from FASL specifying that a
payment is required pursuant to this Section 6.7 pay to such Governmental Authority an amount in full satisfaction of the amount of Taxes so asserted by such Governmental Authority. If Parent does not promptly pay such amount to such Governmental
Authority, then, unless Parent provides satisfactory written evidence of settlement in full of the matter asserted by the Governmental Authority, FASL shall withhold such amount from the next payment(s) to Parent, shall promptly pay such withheld
amounts over to such Governmental Authority in payment of such asserted liability for Taxes. 
  
 6.8 Audit. Parent may audit the books and records of FASL and its Subsidiaries as may reasonably be required to verify the accuracy and sufficiency of FASL’s payment of Royalty Payments hereunder. Any such
audit shall be at Parent’s expense; provided that, if such audit reveals an underpayment of five percent (5%) or more, FASL shall promptly pay to Parent all costs and expenses of such audit. FASL shall promptly pay Parent the amount of
any underpayment revealed by any such audit. Parent’s rights under this provision, with respect to Royalty Payments paid and payable on Net Sales occurring during each Semi-Annual Period, shall continue for a period of six (6) years after the
last day of such Semi-Annual Period. 
  

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filed separately with the Securities and Exchange Commission. 








 7. WARRANTIES AND DISCLAIMERS 
  
 7.1 Warranties. Subject to Section 10.1, each Party represents and
warrants to the other Party that it has the right, and will continue during the term of this Agreement to have the right, to grant to or for the benefit of the other Party the rights and licenses granted hereunder in accordance with the terms of
this Agreement and such grant of rights and licenses does not, and will not during the term of this Agreement, conflict with the rights and obligations of such Party under any other license, agreement, contract or other undertaking. 
  
 7.2 Disclaimer. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN ANY
TRANSACTION DOCUMENT, NEITHER PARTY MAKES (AND EACH PARTY HEREBY EXPRESSLY DISCLAIMS) ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR
NON-INFRINGEMENT, AND ANY WARRANTIES THAT MAY ARISE FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. 
  
 8. LIMITATION OF LIABILITY 
  

TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY UNDER ANY LEGAL THEORY FOR ANY INDIRECT,
SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY DAMAGES FOR LOSS OF PROFITS, REVENUE OR BUSINESS, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 
  
 9. TERM AND TERMINATION 
  
 9.1 Term. This Agreement will be effective as of the Effective Date,
and will continue in full force and effect until the later to occur of (a) the tenth (10th) anniversary of the
Effective Date, or (b) Parent transferring 100% of its membership interest in FASL or 100% of its economic interest in FASL, regardless of whether such transfer results in the admission of another member, at which time this Agreement shall
terminate, unless earlier terminated as set forth in this Section 9. 
  
 9.2 Termination for Change of Control of Party. Either Party shall have the right to terminate this Agreement, or to invoke the provisions of Section 9.3.3 if this Agreement was previously terminated, in the event the other
Party or its Semiconductor Group undergoes a Change of Control (including a Change of Control in connection with bankruptcy proceedings of such other Party) by giving thirty (30) days’ written notice of termination or invocation to the other
Party, provided that the terminating or invoking Party must exercise such right no later than ninety (90) days after receiving notice of such Change of Control. 
  
 9.3 Effect on Licenses 
  
 9.3.1 Upon termination of this Agreement pursuant to Section 9.1, the rights, licenses and immunities granted by each Party and its Subsidiaries hereunder
shall survive such termination and shall continue until the expiration of the last to expire of the Licensed Patents, subject to Sections 9.2 and 9.3.3. 
  

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filed separately with the Securities and Exchange Commission. 








 9.3.2 Upon termination of this Agreement pursuant to Section 9.2, the rights, licenses and immunities
granted by each Party and its Subsidiaries hereunder shall survive such termination solely under those Licensed Patents that are entitled to an effective filing date that is on or before, and are licensed as of, the Change of Control Date, and shall
continue until the expiration of the last to expire of such Licensed Patents, subject to Sections 9.2 and 9.3.3. 
  
 9.3.3 Upon termination of this Agreement pursuant to Section 9.2 or invocation of the provisions of this Section 9.3.3 pursuant to Section 9.2, the
rights, licenses and immunities granted under Circuit Patents to Acquired Party and its Subsidiaries hereunder shall be limited solely to: 
  
 (a) each Existing Product and Pending Product of Acquired Party and its Subsidiaries sublicensed hereunder as of the Change of Control
Date (“Acquired Party Covered Product”); 
  
 (b) each Existing Product and Pending Product of Acquirer as of the Change of Control Date that would have been in direct competition with an Acquired Party Covered Product if both such products were offered for sale
contemporaneously by different Persons (“Acquirer Competitive Product”); and 
  
 (c) Successor Products. 
  
 Notwithstanding anything to the contrary, once the rights, licenses and immunities granted under Circuit Patents to an Acquired Party and its Subsidiaries hereunder have
been limited pursuant to this Section 9.3.3, in no event shall such rights, licenses and immunities be subsequently broadened or expanded to cover additional products or Patents. 
  
 9.4 Effect on Royalties. To the extent that FASL retains any of the licenses under Parent Licensed Patents other than
Coatue Licensed Patents granted by Parent under Sections 3 and 5 following any termination of this Agreement, the obligations of FASL under Section 6.1 shall survive. To the extent that FASL retains any of the licenses under Coatue Licensed Patents
granted by Parent under Sections 3 and 5 following any termination of this Agreement, the obligations of FASL under Section 6.2 shall survive. To the extent that Section 6.1 or Section 6.2 survives, Sections 6.3 through 6.8 shall survive.

  
 9.5 Continuing Liability. The termination of this
Agreement for any reason shall not release either Party from any liability, obligation or agreement which has already accrued at the time of termination. Termination of this Agreement for any reason shall not constitute a waiver or release of, or
otherwise be deemed to prejudice or adversely affect, any rights, remedies or claims, whether for damages or otherwise, which a Party may have hereunder, at law or otherwise, or which may arise out of or in connection with such termination.

  

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filed separately with the Securities and Exchange Commission. 








 9.6 Survival. The provisions of Sections 1, 2, 4 (with respect to Licensed Products made,
imported, sold, offered for sale, leased or otherwise disposed of prior to termination of the Agreement), 6, 8, 9.2, 9.3, 9.4, 9.5, 9.6 and 10, and any other sections of this Agreement to the extent expressly provided herein, shall survive any
termination of this Agreement. 
  
 10. MISCELLANEOUS

  
 10.1 Limitation. Nothing contained in this
Agreement shall be construed as: 
  
 10.1.1 a warranty or
representation by either Party or its Subsidiaries sublicensed hereunder as to the validity, enforceability or scope of any Licensed Patents; or 
  
 10.1.2 conferring upon either Party or its Subsidiaries sublicensed hereunder any license, right or privilege under any patents, utility models or design
patents except the licenses, rights and privileges expressly granted hereunder; or 
  
 10.1.3 a warranty or representation that any acts licensed or sublicensed hereunder will be free from infringement of patents, utility models, design patents, copyrights, mask work rights or trade secrets other than
those Patents under which licenses, rights and privileges have been expressly granted hereunder; or 
  
 10.1.4 an obligation of either Party or its Subsidiaries to file or maintain any patent application, secure any patent or maintain any patent in force; or

  
 10.1.5 an arrangement to bring or prosecute actions or suits
against third parties for infringement or conferring any right to bring or prosecute actions or suits against third parties for infringement; 
  
 10.1.6 conferring any right to use in advertising, publicly or otherwise, any trademark, service mark, trade name or their equivalent, or any contraction,
abbreviation or simulation thereof, of either Party or its Subsidiaries sublicensed hereunder; or 
  
 10.1.7 derogating from or otherwise affecting Parent’s non-competition obligations in Sections 2 and 3 of the Non-Competition Agreement for so long
as such obligations remain in effect. 
  
 10.2 Relationship of
the Parties. In the exercise of their respective rights, and the performance of their respective obligations hereunder, the Parties are, and will remain independent contractors. Nothing in this Agreement will be construed to constitute the
Parties as partners, or principal and agent for any purpose whatsoever. Neither Party will bind, or attempt to bind, the other Party hereto to any contract or other obligation, and neither Party will represent to any third party that it is
authorized to act on behalf of the other Party to this Agreement. 
  
 10.3 Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of California, United States of America, as applied to agreements among California residents entered into and wholly to be
performed within the State of California (without reference to any choice or conflicts of laws rules or principles that would require the application of the laws of any other jurisdiction). 
  

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filed separately with the Securities and Exchange Commission. 








 10.4 Dispute Resolution. The Parties hereby agree that claims, disputes or controversies of
whatever nature, arising out of, in connection with, or in relation to the interpretation, performance or breach of this Agreement shall be resolved in accordance with the dispute resolution procedures set forth in Schedule A to the Operating
Agreement applied mutatis mutandis. 
  
 10.5
Language. This Agreement is in the English language only, which language shall be controlling in all respects, and all versions hereof in any other language shall be for accommodation only and shall not be binding upon the Parties. All
communications and notices to be made or given pursuant to this Agreement shall be in the English language. 
  
 10.6 Successors and Assigns. Each Party shall have the right (with written notice to the other Party, but without the need to obtain the consent of
the other Party) to assign this Agreement, together with all of its rights and obligations hereunder, to an Acquirer as part of a merger or consolidation of such Party or its Semiconductor Group with or into such Acquirer or a merger of such
Acquirer into such Party, or as part of a sale of all or substantially all of the assets or business of such Party or its Semiconductor Group to such Acquirer, provided that the assigning Party’s right to make such assignment is
contingent and conditioned upon the non-assigning Party being accorded the right to terminate this Agreement or invoke the provisions of Section 9.3.3 following such merger, consolidation or sale of assets or business, as applicable, in accordance
with the terms of Section 9.2; and provided further that such Acquirer assumes all of the assigning Party’s obligations under this Agreement, including the obligation to grant, under all Licensed Patents of the assigning Party and its
Subsidiaries licensed as of the Change of Control Date and all Acquirer Licensed Patents (subject to Section 3.3), the rights, licenses and immunities granted to the non-assigning Party and its Subsidiaries under Sections 2, 3 and 4 (as may be
limited under Sections 9.3.2 and 9.3.3). In addition, each Party shall have the right (with written notice to the other Party, but without the need to obtain the consent of the other Party) to assign this Agreement, together with all of its rights
and obligations hereunder, to a Subsidiary of such Party to which such Party transfers all or substantially all of the assets or business of its Semiconductor Group (for purposes of clarification, such transfer shall not be deemed a Change of
Control of such Party or its Semiconductor Group). Except as expressly provided herein, the rights and obligations hereunder may not be assigned or delegated by a Party without the prior written consent of the other Party. Any purported assignment,
sale, transfer, delegation or other disposition of such rights or obligations by either Party, except as permitted herein, shall be null and void. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the
Parties and their respective successors and permitted assigns. Neither Party shall assign its rights under any of its Licensed Patents unless such assignment is made subject to the terms of this Agreement. 
  
 10.7 Entire Agreement; Amendment. This Agreement (including the
Schedules hereto) and the other Transaction Documents constitute the full and entire understanding and agreement between the Parties with regard to the subject matter hereof, and supersede any prior communications, representations, understandings
and agreements, either oral or written, 

  

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between the Parties with respect to such subject matter; provided, however, that the rights, licenses and immunities granted to the Parties in such
prior agreements shall survive the execution of this Agreement and the other Transaction Documents to the extent set forth in, and in accordance with the terms of, the FASL (Japan) Termination Agreement (including Section 3.6 thereof). This
Agreement may not be altered or amended except by a written instrument signed by authorized legal representatives of both Parties and Fujitsu. Any waiver of the provisions of this Agreement or of a Party’s rights or remedies under this
Agreement must be in writing to be effective. Failure, neglect or delay by a Party to enforce the provisions of this Agreement or its rights or remedies at any time will not be construed and will not be deemed to be a waiver of such Party’s
rights under this Agreement and will not in any way affect the validity of the whole or any part of this Agreement or prejudice such Party’s right to take subsequent action. No single or partial exercise of any right, power or privilege granted
under this Agreement shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies provided in this Agreement are cumulative and are not exclusive of any rights or remedies
provided by law or any other Transaction Document. 
  
 10.8
Notices and Other Communications. All notices required or permitted under this Agreement shall refer to this Agreement and will be deemed given: (a) when delivered personally; (b) when sent by confirmed facsimile; (c) five (5) business days
after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (d) three (3) business days after deposit with an internationally recognized commercial overnight carrier specifying next-day delivery, with
written verification of receipt. All such notices, requests, demands and other communications shall be addressed as follows: 
  
 If to FASL: 
  
 FASL LLC 
 c/o
Advanced Micro Devices, Inc. 
 One AMD Place 
 M/S 150 
 P.O.
Box 3453 
 Sunnyvale, California 94086 
 Attn: General Counsel 
 Telephone: (408) 749-2202 
 Facsimile: (408) 774-7399 
  
 With a copy to (which shall not constitute notice): 
  
 FASL LLC 
 915 DeGuigne Drive 
 Sunnyvale, California 94086 
 U.S.A. 
 Attention: Chief Executive Officer 
 Telephone: (408) 749-5172 
 Facsimile: (408) 749-2068 
  

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filed separately with the Securities and Exchange Commission. 








 If to AMD: 
  
 Advanced Micro Devices, Inc. 
 One AMD Place 
 Sunnyvale, California 94086 
 U.S.A. 
 Attn: General Counsel 
 Telephone: +1 (408) 749-2202 
 Facsimile: +1 (408) 774-7399 
  
 With a copy to (which shall not constitute notice):

  
 Advanced Micro Devices, Inc. 
 5204 East Ben White Boulevard 
 Mail Stop 563 
 Austin, Texas 78741 
 Attn: Vice President, Intellectual Property 
 Telephone: +1 (512) 602-0148 
 Facsimile: +1 (512) 602-4932 
  
 or to such other address or facsimile number as a Party may have specified to the other Party
in writing delivered in accordance with this Section 10.8. 
  
 10.9 Expenses. Except as otherwise expressly set forth in this Agreement, each Party will bear its own costs and expenses, including fees and expenses of legal counsel and other representatives used or hired in connection with
the transactions described in this Agreement. 
  
 10.10
Severability. If any provision in this Agreement is found or held to be invalid or unenforceable, then the meaning of such provision will be construed, to the extent feasible, so as to render the provision enforceable, and if no feasible
interpretation would save such provision, it will be severed from the remainder of this Agreement which will remain in full force and effect unless the severed provision is essential and material to the rights or benefits received by any Party. In
such event, the Parties will use their respective best efforts to negotiate, in good faith, a substitute, valid and enforceable provision or agreement which most nearly effects the Parties’ intent in entering into this Agreement. 
  
 10.11 Construction. This Agreement shall be deemed to have been
drafted by both Parties and, in the event of a dispute, no Party hereto shall be entitled to claim that any provision should be construed against any other Party by reason of the fact that it was drafted by one particular Party. 
  
 10.12 Execution. This Agreement may be executed in
counterparts, each of which so executed will be deemed to be an original and such counterparts together will constitute one and the same agreement. Execution and delivery of this Agreement by exchange of facsimile copies bearing the facsimile
signature of a Party shall constitute a valid and binding execution and delivery of this Agreement by such Party. 
  

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filed separately with the Securities and Exchange Commission. 








 10.13 Confidentiality of Terms. Neither Party shall disclose the terms of this Agreement to any
third parties, except that either Party may disclose to third parties the existence of this Agreement and may disclose the terms of this Agreement to the extent reasonably necessary, in confidence, to its legal counsel, accountants, and banks and
their advisors, and to its present or future financing sources for, potential investors in, and potential successors to, all or any portion of the assets or business of such Party. 
  
 [Remainder of page intentionally left blank.] 
  

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filed separately with the Securities and Exchange Commission. 








 IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed and delivered by their
respective duly authorized representatives as of the date first above written. 
  

											
	ADVANCED MICRO DEVICES, INC.	 	 	 	FASL LLC	  	 
						
	 By:
	 	             /s/ Thomas M. McCoy

	 	 	 	 By:
	  	           /s/ Thomas M. McCoy

	  	 
	 	 	 Name: Thomas M. McCoy
	 	 	 	 	  	 Name: Thomas M. McCoy
	  	 
	 	 	 Title: Senior Vice President, General Counsel
	 	 	 	 	  	 Title: Manager
	  	 

  

 S-1 
 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.