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Published: 2008-03-26

Patent Cross License Agreement - Advanced Micro Devices Inc. and Intel Corp.




INTEL & AMD CONFIDENTIAL
------------------------


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
                                                        ------------------------

      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.


                                       - 2 -



                                                        INTEL & AMD CONFIDENTIAL
                                                        ------------------------

      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.


                                       - 3 -



                                                        INTEL & AMD CONFIDENTIAL
                                                        ------------------------

            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.


                                       - 4 -



                                                        INTEL & AMD CONFIDENTIAL
                                                        ------------------------

            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.


                                       - 5 -



                                                        INTEL & AMD CONFIDENTIAL
                                                        ------------------------

                  developed in conjunction with employees and or contractors of
                  such third party. For example, both parties understand that it
                  could be reasonable under the circumstances for a party to
                  agree in good faith not to have rights to license and/or
                  enforce Patents directed to inventions that arise out of:
                  *****.

            (4)   Either party to this Agreement shall have the right to request
                  a written confirmation or denial from the other party to this
                  Agreement that a specific Subsidiary is (or is not) bound by
                  this Agreement. A party receiving such a request shall provide
                  such written confirmation (including a full explanation in
                  support of such confirmation or denial) within 30 days after
                  the receipt of the request.

      (b)   In the event that neither a party nor any of its Subsidiaries has
            the right to grant a license under any particular Patent Right of
            the scope set forth herein, then *****.

      (c)   The parties represent, warrant and covenant that they shall not
            *****.

      (d)   If either party or one of their Subsidiaries ("First Party") owns or
            has the right to enforce or control the enforcement of any rights in
            any Patent but *****.

      (e)   The extension of license rights to a Subsidiary shall apply only
            during the time period when such Subsidiary meets all requirements
            of a Subsidiary. However, if a Subsidiary of a party that holds any
            Patents that are licensed to the other party hereunder ceases to
            meet all requirements of being a Subsidiary, the licenses granted by
            such Subsidiary to the other party under this Agreement shall
            continue for the life of such Patents even after such entity ceases
            to meet all the requirements of being a Subsidiary.

      (f)   Notwithstanding anything to the contrary contained herein, in the
            event that either party or any of its Subsidiaries obtains rights to
            any Patents that would be included within the Patents licensed
            hereunder but for the fact that such a license would require the
            party granting such license to make payments to a third party, such
            Patents shall be included within the AMD Patents or the Intel
            Patents, as the case may be, if the party to whom such would be
            licensed under this Agreement agrees in a separate written agreement
            to be bound by, and protect such grantor against, those payment
            obligations.

      (g)   Notwithstanding Section 3.8(e), if a Subsidiary of a party becomes a
            Former Subsidiary, the other party ("Other Party") agrees that it
            shall *****, provided that:

            (1)   *****;

            (2)   *****;

            (3)   *****, and;

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.


                                       - 6 -



                                                        INTEL & AMD CONFIDENTIAL
                                                        ------------------------


            (4)   For purposes of this Section 3.8(g), *****.


      3.9.  Waiver of Indirect Infringement Liability.
            -----------------------------------------

            (a)   For purposes of this Section 3.9, "Indirect Infringement"
                  means a claim for infringement where the accused infringer is
                  not directly infringing the subject patent rights(s), but is
                  in some manner contributing to a third party's direct
                  infringement of the subject Patent Rights(s) by, for example,
                  supplying parts or instructions to the third party that as a
                  result of such parts or instructions enable such third party
                  to infringe directly the subject patent rights(s). Indirect
                  Infringement includes without limitation contributory
                  infringement and inducing infringement.

            (b)   Each party agrees that, unless the licenses it has granted
                  hereunder are terminated pursuant to Section 6.2, for any
                  Patents licensed hereunder and/or subject to Section 3.8(d) it
                  will not assert a claim of Indirect Infringement against the
                  other party ("Licensed Party") where such a claim would be
                  based in any part or in any way upon (a) any activity for
                  which the Licensed Party is licensed under this Agreement, or
                  (b) the Licensed Party providing instructions regarding or
                  sample designs related to its Licensed Products. The parties
                  agree that the foregoing sentence does not and shall not in
                  any way limit their respective rights to assert direct or
                  indirect claims of infringement against third parties.

      3.10. No Other Rights. No other rights are granted hereunder, by
            ---------------
            implication, estoppel, statute or otherwise, except as expressly
            provided herein. Specifically, (i) except as expressly provided in
            Section 3, nothing in the licenses granted hereunder or otherwise
            contained in this Agreement shall expressly or by implication,
            estoppel or otherwise give either party any right to license the
            other party's Patents to others, and (ii) no license or immunity is
            granted by either party hereto directly or by implication, estoppel
            or otherwise to any third parties acquiring items from either party
            for the combination of Licensed Products with other items or for the
            use of such combination. Nothing in this Section 3 shall be deemed
            as an agreement or prohibition against the manufacture, use, sale or
            importation of any product by either party.

4.    ROYALTY PAYMENTS BY AMD

      4.1.  AMD agrees to pay INTEL a royalty on the Net Revenue from sales and
            other dispositions of Royalty-Bearing Units as a percentage of such
            Net Revenue according to the following schedule:

      Disposition Date of Royalty-Bearing Unit                     Royalty Rate
      ----------------------------------------                     ------------

      *****                                                        *****%
      *****                                                        *****%
      *****                                                        *****%
      *****                                                        *****%

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.


                                       - 7 -



                                                        INTEL & AMD CONFIDENTIAL
                                                        ------------------------


      4.2.  Intel represents that for the term of this Agreement, *****. The
            parties agree that in no event shall Intel's performance under the
            terms of this provision or Intel's breach of this representation be
            a cause of legal action or termination for material breach.

      4.3.  Within ***** (*****) days of the end of each calendar quarter, AMD
            shall pay the full amount of royalties due with respect to such
            quarter to Intel by wire transfer for the account of Intel to *****,
            or such other account as Intel may indicate from time to time. Along
            with each such payment, AMD shall deliver to Intel a detailed
            written royalty statement, in a form reasonably acceptable to Intel,
            which shows the sum of the ***** each allowed deduction applied by
            AMD to arrive at the ***** sold or otherwise disposed of, the
            royalty rate in effect, and the total royalty due to Intel. All
            royalty notices and reports shall be delivered to Intel at the
            following address, until such address is changed by notice from
            Intel:

                           Intel Corp
                           2111 NE 25th Ave
                           Hillsboro, OR  97124
                           MS JF3-149

      4.4.  All payments shall be made free and clear without deduction for any
            and all present and future taxes imposed by any taxing authority. In
            the event that AMD is prohibited by law from making such payments
            unless such deductions are made or withheld therefrom, then AMD
            shall pay such additional amounts as are necessary in order that the
            net amounts received by INTEL, after such deduction or withholding,
            equal the amounts which would have been received if such deduction
            or withholding had not occurred. AMD shall promptly furnish INTEL
            with a copy of an official tax receipt or other appropriate evidence
            of any taxes imposed on payments made under this Agreement,
            including taxes on any additional amounts paid. In cases other than
            taxes referred to above including but not limited to sales and use
            taxes, stamp taxes, value added taxes, property taxes and other
            taxes or duties imposed by any taxing authority on or with respect
            to the Agreement, the costs of such taxes or duties shall be borne
            by AMD. In the event that such taxes or duties are legally imposed
            initially on INTEL or INTEL is later assessed by any taxing
            authority, then INTEL will be promptly reimbursed by AMD for such
            taxes or duties together with any penalties, fines and interest
            thereon, except for interest, fines and/or penalties assessed due to
            the negligence, failure or fault of INTEL which interest, fines
            and/or penalties remain the sole obligation of INTEL. This clause
            shall survive the termination of the Agreement. Notwithstanding the
            foregoing, AMD shall not be responsible for taxes on or measured by
            Intel's net income.

      4.5.  INTEL agrees to make every good faith effort to notify AMD's tax
            department within ten (10) days of any audit, notice, assessment or
            other action affecting sales, use, stamp, value added, property or
            other taxes to be paid directly or indirectly by AMD. INTEL grants
            AMD the right to pursue a separate action against any governmental
            unit that asserts such taxes against INTEL and INTEL agrees to
            cooperate in a reasonable manner with AMD for the purpose of
            minimizing taxes, that pursuant to this section are to be paid
            directly or indirectly by AMD.

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.


                                       - 8 -



                                                        INTEL & AMD CONFIDENTIAL
                                                        ------------------------

      4.6.  AMD agrees that any payments required under the terms of this
            Agreement which are not paid when due will accrue interest at the
            ***** rate established by ***** (on the first business day after any
            such payment is due), where such interest shall accrue starting
            ***** (*****) days after the due date as established by this
            Agreement. The right to collect interest on such late payments shall
            be in addition to any other rights that INTEL may have herein.

      4.7.  AMD covenants that it will maintain adequate accounting records of
            all production, sales, leases or other dispositions of ***** for
            purposes of audit sufficient to permit a reasonable confirmation of
            AMD's compliance with its royalty obligations herein for a period of
            three (3) years after sale or other disposition of each *****. The
            foregoing information shall be used solely for audit purposes.

      4.8.  The parties agree that INTEL shall have the right to conduct audits
            of AMD for the purpose of determining that the terms of this
            Agreement are being met. Such audits shall be held at any reasonable
            time during business hours but no more than once in each calendar
            year. An independent certified public accounting firm selected and
            paid by INTEL and reasonably satisfactory to AMD shall conduct such
            audits. The purpose of such audits shall be to verify that the terms
            of this Agreement are being met, including the royalty statements
            and payments provided herein. AMD agrees to provide such accounting
            firm with reasonable access to accounting records and information
            requested during an audit. The information will be made available to
            the accounting firm under conditions of confidentiality and it will
            report to INTEL and to AMD only whether the terms of this Agreement
            are being met, including without limitation that payments have been
            properly reported on and paid or, if not, the amount of any
            overpayment or underpayment. This provision will survive the last
            payment of a royalty under this Agreement for a period of three (3)
            years. Should the audit discover any errors or omissions by AMD
            resulting in an underpayment of more than five percent (5%) of the
            amount due with respect to any reporting period, AMD shall reimburse
            Intel for the full costs of such audit.

      4.9.  The parties hereby agree that the above royalty rates are a
            reasonable compromise for ease of accounting and administration
            based on the fact that neither party wishes to keep strict records
            of the Intel Patents that each Royalty-Bearing Unit or the
            manufacturing processes therefor infringes based on AMD's constantly
            changing product mix, manufacturing technology and the likelihood
            that Intel will receive new patents covering both such products and
            processes during the term of this Agreement.

5.    PRIOR LICENSE

      5.1   This Agreement supersedes the patent cross license agreement made by
            the parties hereto with an Effective Date of ***** and the rights
            and licenses of each party under, or with respect to the patents of
            the other party and its Subsidiaries shall be governed by this
            Agreement beginning with the Effective Date. However, *****. The
            License Agreement dated ***** between Intel and AMD, and extensions
            thereof, as modified in

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.


                                       - 9 -



                                                        INTEL & AMD CONFIDENTIAL
                                                        ------------------------

            ***** shall govern all patent license grants between Intel and AMD
            for all patents having an issue date in the country of issue *****.
            Notwithstanding anything to the contrary herein, nothing in this
            Agreement shall limit, terminate or have any other effect upon any
            patent licenses between the parties (other than those specifically
            identified above in this Section 5.1), including without limitation
            specific or special purpose patent licenses such as the ***** or
            other such agreement.

6.    EFFECTIVE DATE, TERM AND TERMINATION FOR CAUSE

      6.1.  Term. This Agreement and the rights and licenses granted hereunder
            ----
            shall become effective on the Effective Date, and shall continue in
            effect until terminated by a party pursuant to Section 6.2. The
            parties agree to meet one (1) year prior to the expiration of the
            Capture Period to negotiate in good faith for a renewal of the
            license. However, nothing in this paragraph or this Agreement
            obligates either party to renew this Agreement, enter into any other
            agreements or grant any other licenses now or in the future.

      6.2.  Termination for Cause.
            ---------------------

            (a)   A party may terminate the other party's rights and licenses
                  hereunder upon notice if the other party hereto commits a
                  material breach of this Agreement and does not correct such
                  breach within sixty (60) days after receiving written notice
                  complaining thereof. In the event of such termination, the
                  rights and licenses granted to the defaulting party shall
                  terminate, but the rights and licenses granted to the party
                  not in default shall survive such termination of this
                  Agreement subject to its continued compliance with the terms
                  and conditions of this Agreement.

            (b)   A party hereto may terminate this Agreement upon sixty (60)
                  days written notice of termination to the other party given at
                  any time upon or after:

                  (1)   the filing by the other party of a petition in
                        bankruptcy or insolvency;

                  (2)   any adjudication that the other party is bankrupt or
                        insolvent;

                  (3)   the filing by the other party of any petition or answer
                        seeking reorganization, readjustment or arrangement of
                        its business under any law relating to bankruptcy or
                        insolvency;

                  (4)   the appointment of a receiver for all or substantially
                        all of the property of the other party;

                  (5)   the making by the other party of any assignment for the
                        benefit of creditors;

                  (6)   the institution of any proceedings for the liquidation
                        or winding up of the other party's business or for the
                        termination of its corporate charter;

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.



                                       - 10 -



                                                        INTEL & AMD CONFIDENTIAL
                                                        ------------------------

                  (7)   the other party undergoes a Change of Control. For
                        purposes of this Section 6.2(b)(7), "Change of Control"
                        shall mean a transaction or a series of related
                        transactions in which (i) one or more related parties
                        who did not previously own at least a fifty percent
                        (50%) interest in a party to this Agreement obtain at
                        least a fifty percent (50%) interest in such party, and,
                        in the reasonable business judgment of the other party
                        to this Agreement, such change in ownership will have a
                        material effect on the other party's business, or (ii) a
                        party acquires, by merger, acquisition of assets or
                        otherwise, all or any portion of another legal entity
                        such that either the assets or market value of such
                        party after the close of such transaction are greater
                        than one and one third (1 1/3) of the assets or market
                        value of such party prior to such transaction.

      6.3.  Survival. The provisions of Sections 1, 2, 4.5, 5, 6.3, 7 and 9 will
            --------
            survive any termination or expiration of this Agreement.

7.    DISCLAIMER

      7.1.  Nothing contained in this Agreement shall be construed as:

            (a)   a warranty or representation by either of the parties to this
                  Agreement as to the validity, enforceability or scope of any
                  class or type of Patent Right; or

            (b)   a warranty or representation that any manufacture, sale,
                  lease, use or other disposition of Licensed Products hereunder
                  will be free from infringement of any patent rights or other
                  intellectual property rights of either party or any third
                  party.

            (c)   an agreement 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; or

            (d)   conferring any right to use in advertising, publicity, or
                  otherwise, any trademark, trade name or names, or any
                  contraction, abbreviation or simulation thereof, of either
                  party; or

            (e)   conferring by implication, estoppel or otherwise, upon any
                  party licensed hereunder, any license or other right under any
                  Patent Rights, copyright, maskwork, trade secret, trademark
                  other intellectual property right except the licenses and
                  rights expressly granted hereunder; or

            (f)   an obligation to furnish any technical information or
                  know-how.

      7.2.  NO IMPLIED WARRANTIES. EACH PARTY HEREBY DISCLAIMS ANY IMPLIED
            ---------------------
            WARRANTIES WITH RESPECT TO THE PATENTS LICENSED HEREUNDER, INCLUDING
            WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR
            A PARTICULAR PURPOSE.

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.


                                       - 11 -



                                                        INTEL & AMD CONFIDENTIAL
                                                        ------------------------

8.    ASSIGNMENT

      8.1.  No Assignment. This Agreement is personal to the parties, and the
            -------------
            Agreement or any right or obligation hereunder is not assignable,
            whether in conjunction with a change in ownership, merger,
            acquisition, the sale or transfer of all, or substantially all or
            any part of a party's business or assets or otherwise, either
            voluntarily, by operation of law, or otherwise, without the prior
            written consent of the other party, which consent may be withheld at
            the sole discretion of such other party. Any such purported
            assignment or transfer shall be deemed a breach of this Agreement
            and shall be null and void. This Agreement shall be binding upon and
            inure to the benefit of the parties and their permitted successors
            and assigns.

      8.2.  Limited Exception. As a limited exception to Sections 6.2 and 8.1,
            -----------------
            either party (but not any of its successors or assigns) may assign
            the licenses granted under this Agreement pursuant to *****, subject
            to the following conditions:

            (a)   The assigning party ("Assignor") must *****.

            (b)   *****.

            (c)   The licenses granted to Assignor hereunder terminate
                  immediately upon any such assignment and only the assignee
                  shall be entitled to the benefit of such licenses.

            (d)   *****.

            (e)   Prior to any such assignment becoming effective, the assignee
                  must:

                  (1)   *****, and

                  (2)   *****

                  (3)   *****.


9.    MISCELLANEOUS PROVISIONS

      9.1.  Authority. Each of the parties hereto represents and warrants that
            ---------
            it has the right to grant the other the licenses granted hereunder.

      9.2.  Notice. All notices required or permitted to be given hereunder
            ------
            shall be in writing and shall be delivered by hand, or if dispatched
            by prepaid air courier or by registered or certified airmail,
            postage prepaid, addressed as follows:

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.


                                       - 12 -



                                                        INTEL & AMD CONFIDENTIAL
                                                        ------------------------


            If to AMD:                     If to Intel:
            ---------                      -----------

            General Counsel                General Counsel
            Advanced Micro Devices, Inc.   Intel Corporation
            One AMD Place                  2200 Mission College Blvd.
            Sunnyvale, CA 94088            Santa Clara, CA 95052
            United States of America       United States of America


            Such notices shall be deemed to have been served when received by
            addressee or, if delivery is not accomplished by reason of some
            fault of the addressee, when tendered for delivery. Either party may
            give written notice of a change of address and, after notice of such
            change has been received, any notice or request shall thereafter be
            given to such party as above provided at such changed address.

      9.3.  No Rule of Strict Construction. Regardless of which party may have
            ------------------------------
            drafted this Agreement, no rule of strict construction shall be
            applied against either party. If any provision of this Agreement is
            determined by a court to be unenforceable, the parties shall deem
            the provision to be modified to the extent necessary to allow it to
            be enforced to the extent permitted by law, or if it cannot be
            modified, the provision will be severed and deleted from this
            Agreement, and the remainder of the Agreement will continue in
            effect.

      9.4.  Taxes. Each party shall be responsible for the payment of its own
            -----
            tax liability arising from this transaction except as otherwise
            provided in section 4.5.

      9.5.  Entire Agreement. This Agreement embodies the entire understanding
            ----------------
            of the parties with respect to the subject matter hereof, and merges
            all prior discussions between them, and neither of the parties shall
            be bound by any conditions, definitions, warranties, understandings,
            or representations with respect to the subject matter hereof other
            than as expressly provided herein. No oral explanation or oral
            information by either party hereto shall alter the meaning or
            interpretation of this Agreement.

      9.6.  Modification; Waiver. No modification or amendment to this
            --------------------
            Agreement, nor any waiver of any rights, will be effective unless
            assented to in writing by the party to be charged, and the waiver of
            any breach or default will not constitute a waiver of any other
            right hereunder or any subsequent breach or default.

      9.7.  Governing Law. This Agreement and matters connected with the
            -------------
            performance thereof shall be construed, interpreted, applied and
            governed in all respects in accordance with the laws of the United
            States of America and the State of Delaware, without reference to
            conflict of laws principles.

      9.8.  Jurisdiction. Intel and AMD agree that all disputes and litigation
            ------------
            regarding this Agreement and matters connected with its performance
            shall be subject to the exclusive jurisdiction of the courts of the
            State of Delaware or of the Federal courts sitting therein.

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.


                                       - 13 -



                                                        INTEL & AMD CONFIDENTIAL
                                                        ------------------------


      9.9.  Dispute Resolution. All disputes arising directly under the express
            ------------------
            terms of this Agreement or the grounds for termination thereof shall
            be resolved as follows: First, the senior management of both parties
            shall meet to attempt to resolve such disputes. If the senior
            management cannot resolve the disputes, either party may make a
            written demand for formal dispute resolution. Within thirty (30)
            days after such written demand, the parties agree to meet for one
            day with an impartial mediator and consider dispute resolution
            alternatives other than litigation. If an alternative method of
            dispute resolution is not agreed upon within thirty (30) days after
            the one-day mediation, either party may begin litigation
            proceedings.

      9.10. Confidentiality of Terms. The parties hereto shall keep the terms of
            ------------------------
            this Agreement confidential and shall not now or hereafter divulge
            these terms to any third party except:

            (a)   with the prior written consent of the other party; or

            (b)   to any governmental body having jurisdiction to call therefor;
                  or

            (c)   subject to (d) below, as otherwise may be required by law or
                  legal process, including to legal and financial advisors in
                  their capacity of advising a party in such matters; or

            (d)   during the course of litigation so long as the disclosure of
                  such terms and conditions are restricted in the same manner as
                  is the confidential information of other litigating parties
                  and so long as (a) the restrictions are embodied in a
                  court-entered Protective Order and (b) the disclosing party
                  informs the other party in writing at least ten (10) days in
                  advance of the disclosure; or

            (e)   in confidence to legal counsel, accountants, banks and
                  financing sources and their advisors solely in connection with
                  complying with financial transactions.

            The parties shall cooperate in preparing and releasing an
            announcement, if any, relating to this Agreement.

      9.11. Compliance with Laws. Anything contained in this Agreement to the
            --------------------
            contrary notwithstanding, the obligations of the parties hereto and
            of the Subsidiaries of the parties shall be subject to all laws,
            present and future, of any government having jurisdiction over the
            parties hereto or the Subsidiaries of the parties, and to orders,
            regulations, directions or requests of any such government.

      9.12. Force Majeure. The parties hereto shall be excused from any failure
            -------------
            to perform any obligation hereunder to the extent such failure is
            caused by war, acts of public enemies, strikes or other labor
            disturbances, fires, floods, acts of God, or any causes of like or
            different kind beyond the control of the parties.

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.


                                       - 14 -



                                                        INTEL & AMD CONFIDENTIAL
                                                        ------------------------


WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed on the date below written.

INTEL CORPORATION            AMD


By:  /s/ C. R. Barrett       By:  /s/ Hector Ruiz
----------------------       --------------------------


      Craig Barrett                Hector de J. Ruiz
-------------------------    -----------------------------
Printed Name                 Printed Name

            CEO                          COO
-------------------------    -----------------------------
Title                        Title

        May 1, 2001                   May 4, 2001
-------------------------    -----------------------------
Date                         Date

                                       - 15 -