{"id":42961,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/wafer-supply-agreement-amendment-no-1-advanced-micro-devices.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"wafer-supply-agreement-amendment-no-1-advanced-micro-devices","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/wafer-supply-agreement-amendment-no-1-advanced-micro-devices.html","title":{"rendered":"Wafer Supply Agreement Amendment No. 1 – Advanced Micro Devices"},"content":{"rendered":"

WAFER SUPPLY AGREEMENT AMENDMENT NO. 1 <\/strong><\/p>\n

This First Amendment to the WAFER SUPPLY AGREEMENT (this
\n“Amendment<\/strong>“), dated as of March 29, 2011, amends that certain
\nWafer Supply Agreement, dated March 2, 2009, (the “Agreement<\/strong>“)
\nby and among (i) Advanced Micro Devices, Inc., a Delaware corporation
\n(“AMD<\/strong>“); (ii) with respect to all of the provisions in the
\nAgreement other than those in Sections 5.5(a), 6.2 and 7.3(a) of the Agreement
\nand the related provisions of the Agreement in connection with sales activities
\nonly (though without limiting FoundryCo’s guarantee obligations pursuant to
\nSection 15.7 of the Agreement), GLOBALFOUNDRIES Inc., an exempted company
\nincorporated under the laws of the Cayman Islands
\n(“FoundryCo<\/strong>“), on behalf of itself and its direct and indirect
\nwholly-owned subsidiaries, including all FoundryCo Sales Entities and FoundryCo
\nManufacturing Entities, as further set forth in the Agreement; (iii) subject to
\nFoundryCo’s guarantee obligations pursuant to Section 15.7 of the Agreement,
\nGLOBALFOUNDRIES U.S. Inc., a Delaware corporation and a wholly owned subsidiary
\nof FoundryCo (“USOpCo<\/strong>“), which is a party to the Agreement
\nsolely with respect to Sections 5.5(a), 6.2 and 7.3(a) of the Agreement and the
\nrelated provisions of the Agreement in connection with USOpCo’s sales
\nactivities; and (iv) subject to FoundryCo’s guarantee obligations pursuant to
\nSection 15.7 of the Agreement, GLOBALFOUNDRIES Singapore Pte. Ltd., a private
\nlimited Singapore company and a wholly owned subsidiary of FoundryCo
\n(“GFS<\/strong>“), which, by executing this Amendment, is becoming a
\nparty to the Agreement solely with respect to Sections 5.5(a), 6.2 and 7.3(a) of
\nthe Agreement and the related provisions of the Agreement in connection with
\nGFS’ sales activities.<\/p>\n

WHEREAS, the parties wish to modify certain pricing and other terms of the
\nWafer Supply Agreement with respect to MPU Products to be delivered by FoundryCo
\nto AMD during 2011 as well as regarding certain payments to be made by AMD in
\n2012 relating to MPU Products; and<\/p>\n

WHEREAS, the parties wish to permanently amend the Agreement with respect to
\nGPU Products, Chipset Products (as defined below) and FoundryCo Sales Entities;\n<\/p>\n

NOW, THEREFORE, in consideration of the promises and the mutual agreements
\nand covenants hereinafter set forth, and intending to be legally bound, the
\nparties hereby agree as follows:<\/p>\n

1. <\/strong>AMENDMENTS RELATED TO GPU PRODUCTS<\/p>\n

1.1 Section 1.52.1<\/u><\/p>\n

The following defined term shall be added to the Agreement immediately
\nfollowing Section 1.52 of the Agreement:<\/p>\n<\/p>\n

[****] = Certain confidential information contained in this document, marked
\nby brackets, has been omitted and filed separately with the Securities and
\nExchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of
\n1934, as amended. Confidential treatment has been requested with respect to the
\nomitted portions.<\/p>\n

\n

1.52.1 “GPU Plan of Record”<\/em><\/strong> shall mean a long-range
\nplanning document prepared by AMD, as amended from time to time as provided in
\nSection 2.1(c), that outlines AMD’s planned tape-out and production schedule for
\neach GPU Product, and identifying each GPU Product Family.<\/p>\n

1.2 Section 1.53.1<\/u><\/p>\n

The following defined term shall be added to the Agreement immediately
\nfollowing Section 1.53 of the Agreement:<\/p>\n

1.53.1 “GPU Product Family<\/em><\/strong>” means any group of GPU
\nProducts that are developed by AMD as part of a single product marketing and
\ndesign cycle and that are generally differentiated by AMD from other GPU
\nProducts based on performance, power and cost, as identified by AMD in the GPU
\nPlan of Record.<\/p>\n

1.53.2 “GPU Product Technology Readiness Condition”<\/em><\/strong>
\nmeans, with respect to each GPU Product, a condition that shall be deemed to be
\nsatisfied if and when FoundryCo has achieved, on or before the GPU Product
\nTechnology Readiness Date, the passage of the certain [****] criteria which
\ndefine a set of important parameters related to [****] milestones (the
\n“Critical Parameters<\/strong>“). The definition of Critical Parameters
\nfor each GPU Product will be mutually agreed in good faith by AMD and FoundryCo.
\nIn the event that AMD shall change the GPU Plan of Record, the parties agree to
\nmeet in good faith to determine whether such change requires any corresponding
\nchanges to the Critical Parameters. FoundryCo and AMD will evaluate the
\nachievement of the Critical Parameters in accordance with industry standard
\npractice, and based on such evaluation will jointly and in good faith determine
\nwhether this condition is substantially or sufficiently satisfied for the
\npurposes of Section 2.1(c)(ii)(A), (B) and (C).<\/p>\n

1.53.3 “GPU Product Technology Readiness Date”<\/em><\/strong>
\nmeans, with respect to each GPU Product, a date to be mutually agreed in good
\nfaith by AMD and FoundryCo as the earliest date at which the parties will
\ndetermine whether the GPU Product Technology Readiness Condition has been
\nsatisfied. Specifically, for the purposes of the GPU Volume Ramp Products, the
\nGPU Product Technology Readiness Date shall be [****], provided that the parties
\nwill jointly evaluate by [****] whether or not FoundryCo will satisfy the GPU
\nProduct Technology Readiness Condition for the [****] GPU Product Family by
\n[****], and if necessary, will discuss and implement an action plan that enables
\nAMD to award GPU Volume Ramp Products to FoundryCo.<\/p>\n

1.3 Section 2.1(c)<\/u><\/p>\n

Section 2.1(c) of the Agreement shall be amended and restated in its entirety
\nto read as follows:<\/p>\n

(c)<\/strong> GPU Products.<\/strong><\/p>\n

i. AMD and FoundryCo each commits to, and the parties agree to work together
\nto, [****] manufacture GPU Products via a high volume bulk process at the
\n[****]nm Process Node and at all future smaller Process Nodes, with
\nSpecifications to be agreed<\/p>\n<\/p>\n

2<\/p>\n

[****] = Certain confidential information contained in this document, marked
\nby brackets, has been omitted and filed separately with the Securities and
\nExchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of
\n1934, as amended. Confidential treatment has been requested with respect to the
\nomitted portions.<\/p>\n

\n

upon in advance by the parties in writing. AMD’s obligations and commitments
\nset forth below under this Section 2.1(c) are subject to the satisfaction by
\nFoundryCo of the GPU Product Technology Readiness Condition applicable to any
\ngiven GPU Product, on or before the GPU Product Technology Readiness Date
\napplicable to such GPU Product. FoundryCo acknowledges and agrees that all GPU
\nProduct commitments of AMD are subject to the [****] process set forth in
\nExhibit B, which includes without limitation an analysis of FoundryCo’s ability
\nto manufacture any such GPU Products at [****].<\/p>\n

ii. In order to assist FoundryCo to establish FoundryCo’s ability to meet
\nAMD’s demand for GPU Products, AMD commits (subject to the condition set forth
\nin Section 2.1(c)(i)) to have FoundryCo manufacture: [****] (collectively, these
\n[****] GPU Products are the “GPU Volume Ramp Products<\/strong>“). AMD
\nshall also (x) supply to FoundryCo or to [****], or (y) provide to FoundryCo a
\nversion of [****] or [****] in a [****] architecture so that FoundryCo can
\n[****], in each case as the parties mutually agree is suitable [****] to support
\nFoundryCo’s manufacturing readiness for the [****] GPU Product Family.<\/p>\n

A. In the event that FoundryCo has [****] achieved [****] of the Critical
\nParameters by the GPU Product Technology Readiness Date for the GPU Volume Ramp
\nProducts, then AMD shall [****] the GPU Volume Ramp Products at FoundryCo and
\nshall [****] of AMD’s requirements for the GPU Volume Ramp Products from
\nFoundryCo.<\/p>\n

B. In the event that FoundryCo has achieved [****] of the Critical Parameters
\nby the GPU Product Technology Readiness Date for the GPU Volume Ramp Products,
\n[****] has met [****] Critical Parameters to be [****] to [****] the GPU Product
\nTechnology Readiness Condition and [****] the [****] for each GPU [****]
\nProduct, then FoundryCo and AMD shall identify and mutually agree on [****]
\nactions (the “[****] Actions”) <\/strong>to be [****] in the shortest
\nperiod of time (such time period to be agreed upon in advance) for each GPU
\nProduct (the “[****] Time<\/strong>“).<\/p>\n

(a) If FoundryCo completes [****] Actions within the [****] Time, then AMD
\nshall [****] the GPU Volume Ramp Products at FoundryCo and shall [****] of AMD’s
\nrequirements for the GPU Volume Ramp Products from FoundryCo.<\/p>\n

(b) If FoundryCo completes [****] Actions after the [****] Time [****] before
\n[****], then AMD shall use commercially reasonable efforts to [****] GPU Volume
\nRamp Products at FoundryCo and to [****] of its requirements for the GPU Volume
\nRamp Products at FoundryCo.<\/p>\n

C. In the event that FoundryCo [****] achieve [****] a [****] number of
\nCritical Parameters by the GPU Product Technology Readiness Date for the GPU
\nVolume Ramp Products to be [****] to [****] the [****] for any such Product,
\nthen FoundryCo shall not be [****] in accordance with the procedures set forth
\nin Exhibit B in accordance with Section 2.1(c)(i), and AMD may [****] for the
\nGPU Volume Ramp Products.<\/p>\n<\/p>\n

3<\/p>\n

[****] = Certain confidential information contained in this document, marked
\nby brackets, has been omitted and filed separately with the Securities and
\nExchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of
\n1934, as amended. Confidential treatment has been requested with respect to the
\nomitted portions.<\/p>\n

\n

D. In order to implement these commitments with respect to the GPU Volume
\nRamp Products, the parties further agree as follows:<\/p>\n

(a) AMD may continue to work with other foundry partners to design and
\nprepare to manufacture GPU Products from the [****] GPU Product Family, as long
\nas such design efforts do not divert design and engineering resources from the
\njoint development effort described in the following paragraph.<\/p>\n

(b) Immediately upon completion of the design activity for the [****]
\ncurrently code-named [****] which is currently scheduled to be completed [****],
\nAMD and FoundryCo shall each commit [****] full-time-equivalent, highly
\nqualified and experienced design engineers (including engineers currently
\ncommitted to the [****] design efforts, or other engineers mutually acceptable
\nto the other party), together with their associated support resources, to a
\njoint AMD\/FoundryCo effort to complete, on or before [****], the full suite of
\nIntellectual Property required for [****] and [****] targeted to be manufactured
\nat FoundryCo using FoundryCo’s [****]nm technology.<\/p>\n

(c) The process-design interaction for the [****] GPU Product Family will be
\nvalidated using [****]; provided that any additional Intellectual Property
\nspecific to the GPU Volume Ramp Products that is required to be silicon verified
\nmay be verified using [****], with the cost to be [****].<\/p>\n

iii. AMD agrees that, starting with the GPU Product Family currently
\ncode-named [****] AMD will purchase at least [****] percent ([****]%) of its
\nrequirements for GPU Products measured on a [****] basis (such minimum
\npercentage, the “GPU Minimum Percentage<\/strong>“) for the remaining
\nduration of this Agreement. In order to achieve the GPU Minimum Percentage, AMD
\ncommits (subject to the condition set forth in Section 2.1(c)(i)) to have
\nFoundryCo manufacture at least [****] GPU Products from each of the [****] and
\n[****] GPU Product Families.<\/p>\n

iv. For the [****] and [****] GPU Product Families, FoundryCo and AMD shall
\ndetermine whether FoundryCo has [****],[****] or [****] the GPU Product
\nTechnology Readiness Condition for each GPU Product in the same manner set forth
\nin Sections 2.1(c)(ii)(A), (B) and (C), with purchase commitments determined
\naccording to Section 2.1(c)(iii). This determination shall be made on a
\nProduct-by-Product basis and shall not affect such determination for any other
\nGPU Product or change the GPU Minimum Percentage.<\/p>\n

v. If for an applicable quarter it is determined that AMD has not (A) placed
\norders for manufacture by FoundryCo of the GPU Volume Ramp Products or the GPU
\nMinimum Percentage of GPU Products starting with the [****] GPU Product Family,
\nor (B) complied with any other requirements as set forth herein to enable
\nFoundryCo the opportunity to manufacture the GPU Minimum Percentage throughout
\nthe entire duration of this Agreement, the parties agree to meet, discuss and
\nimplement a mutually acceptable corrective action plan to address such
\nnon-compliance and to enable FoundryCo to manufacture higher volumes of the GPU
\nProducts in the following quarters.<\/p>\n<\/p>\n

4<\/p>\n

[****] = Certain confidential information contained in this document, marked
\nby brackets, has been omitted and filed separately with the Securities and
\nExchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of
\n1934, as amended. Confidential treatment has been requested with respect to the
\nomitted portions.<\/p>\n

\n

vi. Cooperation and Partnership on GPU Products<\/u>. In order (A) to
\nensure the coordination of FoundryCo’s technology roadmap and development and
\nimplementation of necessary process technology in a timely manner to intersect
\nAMD’s GPU Product roadmap on a schedule that will enable FoundryCo to establish
\nQualified Processes for GPU Products and satisfy the GPU Product Technology
\nReadiness Condition for each GPU Product by the GPU Product Technology Readiness
\nDate for such GPU Product, as provided in this Section 2.1(c), (B) to enable
\nFoundryCo to meet AMD’s requirements to manufacture GPU Products so that AMD
\nwill purchase the GPU Volume Ramp Products as well as purchase the GPU Minimum
\nPercentage as anticipated in subsection (iii) above, and (C) to allow FoundryCo
\nto compete for incremental GPU Products above the GPU Minimum Percentage, AMD
\nand FoundryCo each commits to take the following steps with respect to GPU
\nProducts, with the intent of the parties to bring the same rigor and level of
\ncollaboration to the GPU migration process that currently exists between AMD and
\nFoundryCo in their partnership to develop and qualify processes for MPU
\nProducts:<\/p>\n

A. AMD shall share with FoundryCo on a timely basis AMD’s GPU Product roadmap
\nschedules, detailed GPU Product requirements, detailed technology needs,
\nforecasts of volume requirements for all GPU Products by quarter, and all other
\npertinent information that AMD has that is related to AMD’s product requirements
\nand technology needs for the applicable GPU Products, including information
\nregarding device targets, product performance requirements, and known process
\ntechnology requirements (collectively, the “GPU Product Roadmap
\nInformation<\/strong>“). AMD agrees to deliver to FoundryCo the GPU Product
\nRoadmap Information, together with all supporting information reasonably
\nrequested by FoundryCo, as early as practicable to ensure that FoundryCo has
\ntime to develop and qualify the processes required for FoundryCo to manufacture
\nGPU Products for AMD in accordance with such roadmaps and this Section 2.1(c).
\nAMD agrees to regularly update FoundryCo with additional GPU Product Roadmap
\nInformation consistent with the technology review and update process set forth
\nin Schedule B to this Amendment. [****] In the event that, following the [****]
\ndescribed in Exhibit B, AMD selects a foundry partner other than FoundryCo to
\nmanufacture a particular GPU Product, AMD shall [****] GPU Product Roadmap
\nInformation on such GPU Product [****] such time that AMD has taped out such GPU
\nProduct at such other AMD foundry partner. In addition, AMD shall continuously
\n[****] updated quarterly volume forecasts for each GPU Product [****] for as
\nlong as AMD is ordering such GPU Product from [****]. For the avoidance of
\ndoubt, AMD shall be required to [****] the GPU Product Roadmap Information,
\nbeginning on the date hereof, for all GPU Products, regardless of whether or not
\nFoundryCo has qualified a process to produce such products and regardless of
\nwhether AMD has committed or intends to commit the production of all or some of
\nits requirements for such GPU Products to one or more foundries other than
\nFoundryCo.<\/p>\n

B. AMD shall establish an annual GPU Plan of Record that includes identified
\nGPU Products with quarterly wafer volumes sufficient to first achieve and then
\nmaintain the GPU Minimum Percentage as set forth above. FoundryCo acknowledges
\nand agrees that AMD has sole discretion regarding the GPU Products it designs
\nand decides to have manufactured, and as a result, subject to the obligations
\nset forth in this Section 2.1, including<\/p>\n<\/p>\n

5<\/p>\n

[****] = Certain confidential information contained in this document, marked
\nby brackets, has been omitted and filed separately with the Securities and
\nExchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of
\n1934, as amended. Confidential treatment has been requested with respect to the
\nomitted portions.<\/p>\n

\n

meeting the GPU Minimum Percentage as set forth above, AMD may change the GPU
\nPlan of Record in response to changes in the GPU Product market or in AMD’s
\nposition in that market.<\/p>\n

C. AMD and FoundryCo will establish separate GPU QTR\/QBR and supporting
\nmeetings on a regular cadence (basis) to track the parties’ product and process
\ntechnology requirements and progress in order to achieve the GPU Product
\nmanufacturing and purchase commitments set forth in this Section 2.1(c) with the
\nsame rigor and level of collaboration as the parties maintain in the development
\nand manufacture of MPU Products. Specifically, AMD and FoundryCo shall initially
\nuse such processes to refine the GPU Plan of Record with the goal of
\nestablishing FoundryCo’s ability to manufacture GPU Products and meeting the GPU
\nMinimum Percentage as soon as practicable.<\/p>\n

D. The parties will develop formalized executive level oversight of the
\ncommitments set out in this Section 2.1(c), including a designated executive at
\neach of AMD and FoundryCo to drive and track progress towards achieving the GPU
\nProduct manufacturing targets set forth in the GPU Plan of Record. In addition
\nto the executive level oversight, each party shall document a process with
\nsenior management accountability to align mid-level management execution of the
\ncommitments set forth herein and coordinate communications between such
\nmid-level management at each party. This alignment process shall include
\nparticipation by non-operational executives of FoundryCo and AMD.<\/p>\n

vii. For each GPU Product (including the first-tape out of such GPU Product),
\nFoundryCo shall have a [****] in accordance with the process set forth in
\nExhibit B to manufacture such GPU Product. For the avoidance of doubt, the
\nparties agree that FoundryCo shall have such [****] in accordance with the
\nprocess set forth in Exhibit B with respect to each GPU Product (whether or not
\nsuch GPU Product is the first GPU Product) at each [****] of [****].<\/p>\n

viii. AMD agrees not to sell, transfer or otherwise dispose of all or
\nsubstantially all of its or its Subsidiaries’ assets related to GPU Products and
\nrelated technology (including the equity interests of ATI Technologies ULC or
\nits other subsidiaries that own such assets) to any person (other than to AMD or
\nanother of its Subsidiaries) without the consent of FoundryCo, unless the
\ntransferee (A) agrees to be bound by the provisions of this Agreement with
\nrespect to GPU Products, including FoundryCo’s [****] with respect to each GPU
\nProduct and the commitments to purchase the GPU Volume Ramp Products as set
\nforth in this Section 2.1(c), and (B) agrees to purchase, on an annual basis,
\nGPU Products in an amount at least equal to the GPU Minimum Percentage.<\/p>\n<\/p>\n

6<\/p>\n

[****] = Certain confidential information contained in this document, marked
\nby brackets, has been omitted and filed separately with the Securities and
\nExchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of
\n1934, as amended. Confidential treatment has been requested with respect to the
\nomitted portions.<\/p>\n

\n

2. <\/strong>AMENDMENTS RELATED TO CHIPSET PRODUCTS<\/p>\n

2.1 Section 1.29.1<\/u><\/p>\n

The following defined term shall be added to the Agreement immediately
\nfollowing Section 1.29:<\/p>\n

1.29.1 “<\/em>Chipset Products”<\/em><\/strong> shall mean one
\nor more integrated circuits marketed and sold by AMD as a separate product, that
\nare manufactured at the [****]nm and any smaller Process Node, and that are
\ndesigned to mediate the flow of data between the central processing unit and
\nperipheral devices utilizing a PCI, PCIe, universal serial bus (USB), Serial ATA
\n(SATA), low pin count (LPC), Integrated Drive Electronics (IDE), Azalia HD Audio
\n(AZ), Serial Peripheral Interface (SPI), Secure Digital Input Output (SDIO) or
\nsimilar bus.<\/p>\n

2.2 Section 2.1(f)<\/u><\/p>\n

Section 2.1 of the Agreement shall be amended by the addition of the
\nfollowing language as a new sub-Section 2.1(f), which shall read in its entirety
\nas follows:<\/p>\n

(f) Chipset Volumes <\/strong><\/p>\n

i. Each party commits to, and the parties agree to work together to,
\nestablish FoundryCo’s ability to manufacture Chipset Products via a [****]nm
\nbulk silicon process at the [****]nm Process Node and at all future smaller
\nProcess Nodes for which AMD may purchase Chipset Products, with Specifications
\nto be agreed upon in advance by the parties in writing.<\/p>\n

ii. AMD agrees that, beginning with the [****] family of Chipset Products
\n(or, subject to the last clause of this paragraph (ii), any successor or
\nreplacement family of Chipset Products at the [****]nm and any smaller Process
\nNode)1<\/sup>, and continuing for the entire duration of this Agreement, AMD
\nwill purchase [****]% of its requirements (including the requirements of its
\nSubsidiaries) for any new Chipset Products from FoundryCo; provided, however,
\nthat if AMD purchases a company or assets from a company that has at the time of
\nacquisition, Chipset Products in production or that have already taped out for
\nmanufacture at a third party foundry, such acquired Chipset Products will not be
\nsubject to this Section 2.1(f).<\/p>\n

2.3 Section 7.1(c-2)<\/u><\/p>\n

Section 7.1 of the Agreement shall be amended by the addition of the
\nfollowing language as a new sub-Section 7.1(c-2) (to be inserted between
\nexisting sub-Sections 7.1(c) and 7.1(d)), which shall read in its entirety as
\nfollows:<\/p>\n

1<\/sup> As of the effective date of this Amendment, the [****] Chipset
\nProduct on AMD’s [****] is the one code-named [****].<\/p>\n<\/p>\n

7<\/p>\n

[****] = Certain confidential information contained in this document, marked
\nby brackets, has been omitted and filed separately with the Securities and
\nExchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of
\n1934, as amended. Confidential treatment has been requested with respect to the
\nomitted portions.<\/p>\n

\n

(c-2) Chipset Product Pricing<\/u>. The pricing for Chipset Products shall
\nbe based on [****]. The price for Engineering Wafers for Chipset Products shall
\nbe determined by [****].<\/p>\n

3. <\/strong>AMENDMENTS RELATED TO MPU PRODUCT PRICING IN 2011<\/p>\n

3.1 MPU Product Prices for 2011.<\/u><\/p>\n

(a) Notwithstanding Section 7.1 and Exhibit A of the Agreement, the price for
\nMPU Products delivered by FoundryCo to AMD in 2011 (including MPU Products in
\nboth [****] and [****] (as defined in Schedule D to this Amendment), and [****]
\ncontaining MPU Products (“PQUL Wafers<\/strong>“)) shall be as set forth
\nin Schedule D to this Amendment.<\/p>\n

(b) Payment by AMD of the purchase price set forth in Schedule D to this
\nAmendment for MPU Products delivered in 2011 shall be, with respect to such MPU
\nProducts, in lieu of the payment of (A) the price for [****] containing [****]
\nset forth in Section 1 of Exhibit A to this Agreement, and (B) the price for
\n[****] MPU Products set forth in Section 4 of Exhibit A to the Agreement.
\nPayments of the purchase prices set forth in Schedule D for MPU Products
\ndelivered in 2011, however, shall be exclusive of and shall not affect the
\nobligation of AMD to pay for [****].<\/p>\n

3.2 2011 Additional [****] Fixed Payments.<\/u> In addition to the prices
\nset forth for purchases by AMD of MPU Products slated for delivery in 2011, AMD
\nagrees to pay FoundryCo certain additional fixed [****]<\/u> payments (the
\n“2011 Additional <\/strong>[****]<\/u> Fixed
\nPayments<\/strong>“) as set forth in Schedule D.<\/p>\n

3.3 Consequence of Failure to be in Commercial Production in 2011<\/u><\/p>\n

(a) FoundryCo shall be deemed to be in “Commercial Production in
\n2011<\/strong>” of [****] MPU Products if either one of these events has
\noccurred: (i) the achievement of the [****] milestone for the [****] (as defined
\nin Schedule A to this Amendment); or (ii) AMD has ordered [****] MPU Product
\nProduction Wafers for delivery in [****] of 2011.<\/p>\n

(b) In the event that FoundryCo does not enter into Commercial Production in
\n2011, then in lieu of AMD’s obligation to pay for [****] MPU Products as set
\nforth in Schedule D, FoundryCo may instead invoice any time after the [****] day
\nof [****] of 2011, and before the [****] day of the [****], AMD will pay within
\nforty-five (45) days of the invoice date, [****] Dollars ($[****]]),
\nrepresenting [****] percent ([****]%) of FoundryCo’s [****] MPU Product fixed
\ncosts. FoundryCo acknowledges that if it does not achieve Commercial Production
\nin 2011, then it will not have met the conditions to be entitled to receive the
\n2012 Additional [****] Payments (as defined below), and as a consequence the
\n2012 Additional [****] Payments will not have been earned and will not be
\npayable.<\/p>\n<\/p>\n

8<\/p>\n

[****] = Certain confidential information contained in this document, marked
\nby brackets, has been omitted and filed separately with the Securities and
\nExchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of
\n1934, as amended. Confidential treatment has been requested with respect to the
\nomitted portions.<\/p>\n

\n

3.4 2012 Additional [****] Payments.<\/u><\/p>\n

(a) Subject to the conditions set forth below, AMD will pay to FoundryCo the
\naggregate additional amount of [****] Dollars ($[****]), payable in [****]
\ninstallments of [****] Dollars ($[****]) (collectively, the “2012
\nAdditional <\/strong>[****] Payments<\/strong>“). The obligation to pay
\nthe 2012 Additional [****] Payments is contingent upon FoundryCo being in
\nCommercial Production of [****] MPU Products in 2012, even if the Yields for
\nsuch [****] MPU Products fall below the Target Yield Curve (as defined in
\nSchedule D) for such [****] MPU Products in 2012.<\/p>\n

(b) FoundryCo shall be deemed to be in “Commercial Production of
\n<\/strong>[****] MPU Products in 2012<\/strong>” if FoundryCo has achieved
\nCommercial Production in 2011 (as defined above), and on or after [****] fiscal
\n2012 FoundryCo continues to offer committed capacity to AMD to manufacture
\n[****] MPU Product Production Wafers for delivery in 2012.<\/p>\n

(c) Notwithstanding subsection 3.4(a) above, the 2012 Additional [****]
\npayments are subject to reduction in the event that FoundryCo earns any Yield
\nBonus Revenue as set forth in Section 12 of Schedule D.<\/p>\n

(d) Subject to the provisions of this Amendment, [****] days prior to the end
\nof [****] in 2012, FoundryCo shall invoice, and AMD shall pay on or prior to the
\nlast day of [****], the applicable 2012 Additional [****] Payment.<\/p>\n

3.5 Reversion to Existing Pricing Model for MPU Products in 2012.<\/u> On
\nand after January 1, 2012, except as set forth in Section 3.3 above, the parties
\nwill revert to the MPU Product pricing set forth in Section 7.1(a) and Exhibit A
\nof the Agreement for all MPU Products.<\/p>\n

3.6 Other Payment Obligations in 2011.<\/u> During 2011, except as
\nexplicitly set forth in this Amendment, the parties will continue to perform
\ntheir respective obligations under this Agreement, including forecasts, process
\nimplementation procedures, etc. The financial terms in Schedule D incorporate
\nthe payment of [****] Costs and [****] Costs under this Agreement, but will not
\nmodify any other [****] or [****] obligations of the parties under the
\nAgreement. With respect to [****] Wafer Outs containing [****]nm MPU Products
\nthat were originally ordered by AMD for delivery in [****], [****], such [****]
\nhave been or will be invoiced at prices calculated according to Section 7.1(a)
\nand Exhibit A of the Agreement, and the prices for [****] will not be modified
\nby Schedule D of this Amendment.<\/p>\n

4.<\/strong> AMENDMENTS RELATED TO FOUNDRYCO SALES ENTITIES<\/p>\n

4.1 Section 1.48<\/u><\/p>\n

Section 1.48 of the Agreement shall be amended and restated in its entirety
\nto read as follows:<\/p>\n

1.48 “FoundryCo Sales Entities”<\/em><\/strong> shall mean USOpCo,
\nGFS, and any other direct or indirect wholly-owned subsidiaries of FoundryCo to
\nwhich FoundryCo has<\/p>\n<\/p>\n

9<\/p>\n

[****] = Certain confidential information contained in this document, marked
\nby brackets, has been omitted and filed separately with the Securities and
\nExchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of
\n1934, as amended. Confidential treatment has been requested with respect to the
\nomitted portions.<\/p>\n

\n

delegated the responsibility to process purchase orders from AMD and to offer
\nto sell and sell Products to AMD in accordance with this Agreement.<\/p>\n

5.<\/strong> AMENDMENTS RELATED TO AUDIT PROVISIONS<\/p>\n

5.1 Additional Financial Review Procedures<\/u>. Because this Amendment has
\nestablished MPU Product prices for 2011 on a [****] basis, rather than on a
\n[****] basis, the operational monitoring of the Agreement in 2011 will focus on
\na process that includes monthly reporting of product shipments, payments, Yield
\nperformance, [****], and a [****] (of billing versus [****]). FoundryCo also
\nagrees to support AMD’s monthly S&OP process, annual business planning
\nprocess and the long range planning process.<\/p>\n

5.2 Additional FoundryCo Audit Rights.<\/u> During 2011, FoundryCo shall
\nhave audit rights, consistent with Section 8.1(b) of the Agreement, to verify
\nAMD’s compliance with its obligations with respect to [****] and [****]
\ninventories and dispositions thereof.<\/p>\n

6.<\/strong> AMENDMENT RELATED TO ALLOCATION OF ADDITIONAL [****]
\nEXPENSES IN 2011<\/p>\n

6.1 Incremental FoundryCo [****] in 2011 for Implementing [****]
\nTechnology for AMD<\/u>. During 2011 only, AMD may periodically identify and
\nrequest that FoundryCo invest in additional [****] for the purpose of enhancing
\nproduct performance or supporting very specific product features for the [****]
\nMPU Products. In the case where this [****] is unique, unrelated to the
\nestablished [****], and incremental to the FoundryCo base investment already
\ndisclosed to AMD as of the Effective Date of this Amendment, AMD acknowledges
\nfinancial responsibility for the 2011 [****] associated with any such [****]
\nrequested and approved by AMD. AMD requests for such [****] will be made during
\nthe monthly meetings between the parties’ [****], and the financial
\nresponsibility will be captured in the [****] process in 2011. As part of such
\n[****], the parties will agree in advance on the applicable [****] costs to be
\npassed through to AMD prior to FoundryCo’s purchase of such [****]. After 2011,
\nand for any [****] already incorporated into FoundryCo’s budget for 2011 and
\nrequested as an incremental addition by AMD in 2011 as described above, the
\nterms of the Agreement, rather than the terms of this Section 6 of the
\nAmendment, shall apply.<\/p>\n

7.<\/strong> AMENDMENTS RELATED TO DISPUTE RESOLUTION<\/p>\n

7.1 Section 15.11 Governing Law; Dispute Resolution<\/u><\/p>\n

Section 15.11(c) of the Agreement shall be amended and restated in its
\nentirety to read as follows:<\/p>\n

(c) Any Dispute not resolved within thirty (30) days of the Dispute Notice
\nbeing received shall be referred to, and shall be finally and exclusively
\nresolved by, arbitration under the LCIA Rules then in effect, as amended by this
\nSection 15.11, which LCIA Rules are deemed to be incorporated by reference into
\nthis Section 15.11. The seat, or legal place, of the arbitration shall be
\nLondon, England. The language of the arbitration shall be English. The<\/p>\n<\/p>\n

10<\/p>\n

[****] = Certain confidential information contained in this document, marked
\nby brackets, has been omitted and filed separately with the Securities and
\nExchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of
\n1934, as amended. Confidential treatment has been requested with respect to the
\nomitted portions.<\/p>\n

\n

number of arbitrators shall be three. Each party shall nominate one
\narbitrator and the two arbitrators nominated by the parties shall, within thirty
\n(30) days of the appointment of the second arbitrator, agree upon and nominate a
\nthird arbitrator who shall act as Chairman of the Tribunal. If no agreement is
\nreached within thirty (30) days, the LCIA Court shall appoint a third arbitrator
\nto act as Chairman of the Tribunal. It is hereby expressly agreed that if there
\nis more than one claimant party or more than one respondent party, the claimant
\nparties shall together nominate one arbitrator and the respondent parties shall
\ntogether nominate one arbitrator. In the event that a sole claimant or the
\nclaimant parties, on the one side, or a sole respondent or the respondent
\nparties, on the other side, fails to nominate its\/their arbitrator, such
\narbitrator shall be appointed by the LCIA Court. Any award issued by the
\narbitrators shall be final and binding upon the parties, and, subject to this
\nSection 15.11, may be entered and enforced in any court of competent
\njurisdiction by any of the parties. In the event any party subject to such final
\nand binding award desires to have it confirmed by a final order of a court, the
\nonly court which may do so shall be a court of competent jurisdiction located in
\nLondon, England; provided however, that nothing in this sentence shall prejudice
\nor prevent a party from enforcing the arbitrators’ final and binding award in
\nany court of competent jurisdiction. The parties hereto acknowledge and agree
\nthat any breach of the terms of this Agreement could give rise to irreparable
\nharm for which money damages would not be an adequate remedy. Accordingly, the
\nparties agree that, prior to the formation of the Tribunal, the parties have the
\nright to apply exclusively to any court of competent jurisdiction or other
\njudicial authority located in London, England for interim or conservatory
\nmeasures, including, without limitation, to compel arbitration (an
\n“Interim Relief Proceeding<\/strong>“). Furthermore, the parties agree
\nthat, after the formation of the Tribunal, the arbitrators shall have the sole
\nand exclusive power to grant temporary, preliminary and permanent relief,
\nincluding injunctive relief and specific performance, and any then pending
\nInterim Relief Proceeding shall be discontinued without prejudice to the rights
\nof any of the parties thereto. Unless otherwise ordered by the arbitrators
\npursuant to the terms hereof, the arbitrators’ expenses shall be shared equally
\nby the parties. In furtherance of the foregoing, each of the parties hereto
\nirrevocably submits to: (i) the exclusive jurisdiction of the courts of England
\nlocated in London, England in relation to any Interim Relief Proceeding and;
\n(ii) the non-exclusive jurisdiction of the courts of England located in London,
\nEngland with respect to the enforcement of any arbitral award rendered in
\naccordance with this Section 15.11; and, with respect to any such suit, action
\nor proceeding, waives any objection that it may have to the courts of England
\nlocated in London, England on the grounds of inconvenient forum. For the
\navoidance of doubt, where an arbitral tribunal is appointed under this
\nAgreement, the whole of its award shall be deemed for the purposes of the New
\nYork Convention on the Recognition and Enforcement of Foreign Arbitral Awards of
\n1958 to be contemplated by this Agreement, as the case may be (and judgment on
\nany such award may be entered in accordance with the provisions set forth in
\nthis Section 15.11).<\/p>\n<\/p>\n

11<\/p>\n

[****] = Certain confidential information contained in this document, marked
\nby brackets, has been omitted and filed separately with the Securities and
\nExchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of
\n1934, as amended. Confidential treatment has been requested with respect to the
\nomitted portions.<\/p>\n

\n

8.<\/strong> MISCELLANEOUS<\/p>\n

Other than as expressly provided in this Amendment, no other amendments are
\nbeing made to the Agreement, and all other provisions of the Agreement shall
\nremain in full force and effect in accordance with the terms of the Agreement.\n<\/p>\n<\/p>\n

12<\/p>\n

[****] = Certain confidential information contained in this document, marked
\nby brackets, has been omitted and filed separately with the Securities and
\nExchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of
\n1934, as amended. Confidential treatment has been requested with respect to the
\nomitted portions.<\/p>\n

\n

IN WITNESS WHEREOF, the parties have caused this Amendment to the Wafer
\nSupply Agreement to be executed as of the date first written above by their
\nrespective officers thereunto duly authorized.<\/p>\n

[Signature pages follow]<\/p>\n<\/p>\n

[****] = Certain confidential information contained in this document, marked
\nby brackets, has been omitted and filed separately with the Securities and
\nExchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of
\n1934, as amended. Confidential treatment has been requested with respect to the
\nomitted portions.<\/p>\n

\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

ADVANCED MICRO DEVICES, INC.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

By: \/s\/ Thomas J. Seifert <\/u><\/p>\n<\/td>\n<\/tr>\n

\n

Name:<\/p>\n<\/td>\n

<\/td>\n\n

Thomas J. Seifert<\/p>\n<\/td>\n<\/tr>\n

\n

Title:<\/p>\n<\/td>\n

<\/td>\n\n

Senior Vice President, Chief Financial<\/p>\n

Officer and Interim Chief Executive Officer<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Signature Page to Amendment to the Wafer Supply Agreement<\/p>\n

[****] = Certain confidential information contained in this document, marked
\nby brackets, has been omitted and filed separately with the Securities and
\nExchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of
\n1934, as amended. Confidential treatment has been requested with respect to the
\nomitted portions.<\/p>\n

\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

GLOBALFOUNDRIES INC.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ Chia Song Hwee<\/p>\n<\/td>\n<\/tr>\n

\n

Name: Chia Song Hwee<\/p>\n

Title: Chief Operating Officer<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Signature Page to Amendment to the Wafer Supply Agreement<\/p>\n

[****] = Certain confidential information contained in this document, marked
\nby brackets, has been omitted and filed separately with the Securities and
\nExchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of
\n1934, as amended. Confidential treatment has been requested with respect to the
\nomitted portions.<\/p>\n

\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

GLOBALFOUNDRIES U.S. INC.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ Robert Krakauer<\/p>\n<\/td>\n<\/tr>\n

\n

Name: Robert Krakauer<\/p>\n

Title: CFO<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Signature Page to Amendment to the Wafer Supply Agreement<\/p>\n

[****] = Certain confidential information contained in this document, marked
\nby brackets, has been omitted and filed separately with the Securities and
\nExchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of
\n1934, as amended. Confidential treatment has been requested with respect to the
\nomitted portions.<\/p>\n

\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

GLOBALFOUNDRIES SINGAPORE PTE. LTD.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

By: \/s\/ Robert Krakauer <\/u><\/p>\n<\/td>\n<\/tr>\n

\n

Name: Robert Krakauer<\/p>\n<\/td>\n<\/tr>\n

\n

Title: CFO<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Signature Page to Amendment to the Wafer Supply Agreement<\/p>\n

[****] = Certain confidential information contained in this document, marked
\nby brackets, has been omitted and filed separately with the Securities and
\nExchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of
\n1934, as amended. Confidential treatment has been requested with respect to the
\nomitted portions.<\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6576],"corporate_contracts_industries":[9512],"corporate_contracts_types":[9613],"class_list":["post-42961","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-advanced-micro-devices-inc","corporate_contracts_industries-technology__semiconductors","corporate_contracts_types-operations"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42961","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=42961"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42961"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42961"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42961"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}