GPU Products. i. AMD and FoundryCo each commits to, and the parties agree to work together to, [****] manufacture GPU Products via a high volume bulk process at the [****]nm Process Node and at all future smaller Process Nodes, with Specifications to be agreed [****] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Confidential treatment has been requested with respect to the omitted portions. upon in advance by the parties in writing. AMD’s obligations and commitments set forth below under this Section 2.1(c) are subject to the satisfaction by FoundryCo of the GPU Product Technology Readiness Condition applicable to any given GPU Product, on or before the GPU Product Technology Readiness Date applicable to such GPU Product. FoundryCo acknowledges and agrees that all GPU Product commitments of AMD are subject to the [****] process set forth in Exhibit B, which includes without limitation an analysis of FoundryCo’s ability to manufacture any such GPU Products at [****]. ii. In order to assist FoundryCo to establish FoundryCo’s ability to meet AMD’s demand for GPU Products, AMD commits (subject to the condition set forth in Section 2.1(c)(i)) to have FoundryCo manufacture: [****] (collectively, these [****] GPU Products are the “GPU Volume Ramp Products”). AMD shall also (x) supply to FoundryCo or to [****], or (y) provide to FoundryCo a version of [****] or [****] in a [****] architecture so that FoundryCo can [****], in each case as the parties mutually agree is suitable [****] to support FoundryCo’s manufacturing readiness for the [****] GPU Product Family. A. In the event that FoundryCo has [****] achieved [****] of the Critical Parameters by the GPU Product Technology Readiness Date for the GPU Volume Ramp Products, then AMD shall [****] the GPU Volume Ramp Products at FoundryCo and shall [****] of AMD’s requirements for the GPU Volume Ramp Products from FoundryCo. B. In the event that FoundryCo has achieved [****] of the Critical Parameters by the GPU Product Technology Readiness Date for the GPU Volume Ramp Products, [****] has met [****] Critical Parameters to be [****] to [****] the GPU Product Technology Readiness Condition and [****] the [****] for each GPU [****] Product, then FoundryCo and AMD shall identify and mutually agree on [****] actions (the “[****] Actions”) to be [****] in the shortest period of time (such time period to be agreed upon in advance) for each GPU Product (the “[****] Time”). (a) If FoundryCo completes [****] Actions within the [****] Time, then AMD shall [****] the GPU Volume Ramp Products at FoundryCo and shall [****] of AMD’s requirements for the GPU Volume Ramp Products from FoundryCo. (b) If FoundryCo completes [****] Actions after the [****] Time [****] before [****], then AMD shall use commercially reasonable efforts to [****] GPU Volume Ramp Products at FoundryCo and to [****] of its requirements for the GPU Volume Ramp Products at FoundryCo. C. In the event that FoundryCo [****] achieve [****] a [****] number of Critical Parameters by the GPU Product Technology Readiness Date for the GPU Volume Ramp Products to be [****] to [****] the [****] for any such Product, then FoundryCo shall not be [****] in accordance with the procedures set forth in Exhibit B in accordance with Section 2.1(c)(i), and AMD may [****] for the GPU Volume Ramp Products. [****] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Confidential treatment has been requested with respect to the omitted portions. D. In order to implement these commitments with respect to the GPU Volume Ramp Products, the parties further agree as follows: (a) AMD may continue to work with other foundry partners to design and prepare to manufacture GPU Products from the [****] GPU Product Family, as long as such design efforts do not divert design and engineering resources from the joint development effort described in the following paragraph. (b) Immediately upon completion of the design activity for the [****] currently code-named [****] which is currently scheduled to be completed [****], AMD and FoundryCo shall each commit [****] full-time-equivalent, highly qualified and experienced design engineers (including engineers currently committed to the [****] design efforts, or other engineers mutually acceptable to the other party), together with their associated support resources, to a joint AMD/FoundryCo effort to complete, on or before [****], the full suite of Intellectual Property required for [****] and [****] targeted to be manufactured at FoundryCo using FoundryCo’s [****]nm technology. (c) The process-design interaction for the [****] GPU Product Family will be validated using [****]; provided that any additional Intellectual Property specific to the GPU Volume Ramp Products that is required to be silicon verified may be verified using [****], with the cost to be [****]. iii. AMD agrees that, starting with the GPU Product Family currently code-named [****] AMD will purchase at least [****] percent ([****]%) of its requirements for GPU Products measured on a [****] basis (such minimum percentage, the “GPU Minimum Percentage”) for the remaining duration of this Agreement. In order to achieve the GPU Minimum Percentage, AMD commits (subject to the condition set forth in Section 2.1(c)(i)) to have FoundryCo manufacture at least [****] GPU Products from each of the [****] and [****] GPU Product Families. iv. For the [****] and [****] GPU Product Families, FoundryCo and AMD shall determine whether FoundryCo has [****],[****] or [****] the GPU Product Technology Readiness Condition for each GPU Product in the same manner set forth in Sections 2.1(c)(ii)(A), (B) and (C), with purchase commitments determined according to Section 2.1(c)(iii). This determination shall be made on a Product-by-Product basis and shall not affect such determination for any other GPU Product or change the GPU Minimum Percentage. v. If for an applicable quarter it is determined that AMD has not (A) placed orders for manufacture by FoundryCo of the GPU Volume Ramp Products or the GPU Minimum Percentage of GPU Products starting with the [****] GPU Product Family, or (B) complied with any other requirements as set forth herein to enable FoundryCo the opportunity to manufacture the GPU Minimum Percentage throughout the entire duration of this Agreement, the parties agree to meet, discuss and implement a mutually acceptable corrective action plan to address such non-compliance and to enable FoundryCo to manufacture higher volumes of the GPU Products in the following quarters. [****] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Confidential treatment has been requested with respect to the omitted portions.
Appears in 2 contracts
Samples: Wafer Supply Agreement (Advanced Micro Devices Inc), Wafer Supply Agreement (Advanced Micro Devices Inc)
GPU Products. i. AMD and FoundryCo each commits to, and the parties agree to work together totogether, [****] to establish FoundryCo’s ability to manufacture GPU Products via a high volume bulk 32 nm process at the [****]nm Process Node and at all future smaller Process Nodes, with Specifications to be agreed [****] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Confidential treatment has been requested with respect to the omitted portions. upon in advance by the parties in writing. AMD’s obligations and commitments set forth below under this Section 2.1(c) are subject to the satisfaction by FoundryCo of the GPU Product Technology Readiness Condition applicable to any given GPU Product, on or before the GPU Product Technology Readiness Date applicable to such GPU Product. FoundryCo acknowledges and agrees that all GPU Product commitments of AMD are subject to the [****] process set forth in Exhibit B, which includes without limitation an analysis of FoundryCo’s ability to manufacture any such GPU Products at [****].
ii. In order to assist FoundryCo to establish FoundryCo’s ability to meet AMD’s demand for GPU Products, AMD commits (subject to the condition set forth in Section 2.1(c)(i)) to have FoundryCo manufacture: [****] (collectively, these [****] GPU Products are the “GPU Volume Ramp Products”). AMD shall also (x) supply to FoundryCo or to [****], or (y) provide to FoundryCo a version of [****] or [****] in a [****] architecture so that FoundryCo can [****], in each case as the parties mutually agree is suitable [****] to support FoundryCo’s manufacturing readiness for the [****] GPU Product Family.
A. In the event that FoundryCo has [****] achieved [****] of the Critical Parameters by the GPU Product Technology Readiness Date for the GPU Volume Ramp Products, then AMD shall [****] the GPU Volume Ramp Products at FoundryCo and shall [****] of AMD’s requirements for the GPU Volume Ramp Products from FoundryCo.
B. In the event that FoundryCo has achieved [****] of the Critical Parameters by the GPU Product Technology Readiness Date for the GPU Volume Ramp Products, [****] has met [****] Critical Parameters to be [****] to [****] the GPU Product Technology Readiness Condition and [****] the [****] for each GPU [****] Product, then FoundryCo and AMD shall identify and mutually agree on [****] actions (the “[****] Actions”) to be [****] in the shortest period of time (such time period to be agreed upon in advance) for each GPU Product (the “[****] Time”).
(a) If FoundryCo completes [****] Actions within the [****] Time, then AMD shall [****] the GPU Volume Ramp Products at FoundryCo and shall [****] of AMD’s requirements for the GPU Volume Ramp Products from FoundryCo.
(b) If FoundryCo completes [****] Actions after the [****] Time [****] before [****], then AMD shall use commercially reasonable efforts to [****] GPU Volume Ramp Products at FoundryCo and to [****] of its requirements for the GPU Volume Ramp Products at FoundryCo.
C. In the event that FoundryCo [****] achieve [****] a [****] number of Critical Parameters by the GPU Product Technology Readiness Date for the GPU Volume Ramp Products to be [****] to [****] the [****] for any such Product, then FoundryCo shall not be [****] in accordance with the procedures set forth in Exhibit B in accordance with Section 2.1(c)(i), and AMD may [****] for the GPU Volume Ramp Products. [****] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Confidential treatment has been requested granted with respect to the omitted portions.
D. In order to implement these commitments with respect to the GPU Volume Ramp Products, the parties further agree ii. At such time as follows:
(a) AMD may continue to work with other foundry partners to design and prepare to manufacture GPU Products from the [****] GPU Product Family, as long as such design efforts do not divert design and engineering resources from the joint development effort described in the following paragraph.
(b) Immediately upon completion of the design activity for the [****] currently code-named [****] which is currently scheduled to be completed [****]FoundryCo has established a 32 nm Qualified Process, AMD and FoundryCo shall each commit [****] full-time-equivalentagrees, highly qualified and experienced design engineers (including engineers currently committed subject to the [****] design efforts, or other engineers mutually acceptable to the other partythis Section 2.1(c), together with their associated support resources, to a joint AMD/FoundryCo effort to complete, on or before [****], the full suite of Intellectual Property required for [****] and [****] targeted to be manufactured at FoundryCo using FoundryCo’s [****]nm technology.
(c) The process-design interaction for the [****] GPU Product Family will be validated using [****]; provided that any additional Intellectual Property specific to the GPU Volume Ramp Products that is required to be silicon verified may be verified using [****], with the cost to be [****].
iii. AMD agrees that, starting with the GPU Product Family currently code-named [****] AMD it will purchase from FoundryCo Sales Entities at least [****] percent ([****]%) of its AMD’s and the Remaining Discovery Subsidiaries’ monthly Wafer requirements for the GPU Products measured on at all Process Nodes, as further detailed in Exhibit C, ramping up linearly over a five (5) year period beginning with the fiscal month in which the initial [****] basis percent ([****]%) GPU Product volume sourcing commitment has been met, to at least [****] percent ([****]%) of AMD’s Wafer requirements of its GPU Products (such minimum percentage, the “GPU Minimum Percentage”) for the remaining duration of this Agreement. In order to achieve the GPU Minimum Percentage, AMD commits (subject to the condition set forth in Section 2.1(c)(i)) to have FoundryCo manufacture at least [****] GPU Products from each of the [****] and [****] GPU Product Families.
iv. For the [****] and [****] GPU Product Families, FoundryCo and AMD shall determine whether FoundryCo has [****],[****] or [****] the GPU Product Technology Readiness Condition for each GPU Product in the same manner set forth in Sections 2.1(c)(ii)(A), (B) and (C), with purchase commitments determined according to Section 2.1(c)(iii). This determination shall be made on a Product-by-Product basis and shall not affect such determination for any other GPU Product or change the GPU Minimum Percentage.
v. If for an applicable quarter it is determined that AMD has not (A) placed orders for manufacture by FoundryCo of the GPU Volume Ramp Products or the GPU Minimum Percentage of AMD’s and the Remaining Discovery Subsidiaries’ GPU Products starting with the [****] GPU Product Family, or (B) complied with any other requirements for manufacture by FoundryCo as set forth herein to enable FoundryCo the opportunity to manufacture the GPU Minimum Percentage throughout the entire duration of this Agreementherein, the parties agree to meet, discuss and implement a mutually acceptable corrective action plan to address such non-compliance and to enable FoundryCo to manufacture higher volumes of the GPU Products in future.
iii. For each GPU Product (including the following quarters. first-tape out of such GPU Product), FoundryCo shall have a [****] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately accordance with the Securities and Exchange Commission pursuant process set forth in Exhibit B to Rule 24b-2 manufacture such GPU Product. For the avoidance of doubt, the Securities Exchange Act of 1934, as amended. Confidential treatment has been requested parties agree that FoundryCo shall have such [****] in accordance with the process set forth in Exhibit B with respect to each GPU Product (whether or not such GPU Product is first GPU Product) at each [****] of [****].
iv. AMD agrees not to sell, transfer or otherwise dispose of all or substantially all of its or the omitted portionsRemaining Discovery Subsidiaries’ assets related to GPU Products and related technology (including the equity interests of ATI Technologies ULC or its other subsidiaries that own such assets) to any person (other than to AMD or another Remaining Discovery Subsidiaries) without the consent of FoundryCo, unless the transferee (A) agrees to be bound by the provisions of this Agreement with respect to GPU Products, including FoundryCo’s [****] with respect to each GPU Product and the GPU volume commitment set forth in this section 2.1(c), and (B) agrees to purchase, on an annual basis, GPU Products in an amount equal to the GPU Minimum Percentage (determined at the time of such transfer) of AMD’s volume of total GPU Products purchased from any foundry during the one (1) year period before such transfer, or if such transfer takes place less than one (1) year from the Effective Date, then the annualized volume for the period from the Effective Date to such transfer date.
Appears in 2 contracts
Samples: Wafer Supply Agreement, Wafer Supply Agreement (Advanced Micro Devices Inc)
GPU Products. i. AMD and FoundryCo each commits to, and the parties agree to work together to, [****] manufacture GPU Products via a high volume bulk process at the [****]nm Process Node and at all future smaller Process Nodes, with Specifications to be agreed [****] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and filed separately (ii) would be competitively harmful if publicly disclosed. Process Node and at all future smaller Process Nodes, with the Securities and Exchange Commission pursuant Specifications to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Confidential treatment has been requested with respect to the omitted portions. be agreed upon in advance by the parties in writing. AMD’s obligations and commitments set forth below under this Section 2.1(c) are subject to the satisfaction by FoundryCo of the GPU Product Technology Readiness Condition applicable to any given GPU Product, on or before the GPU Product Technology Readiness Date applicable to such GPU Product. FoundryCo acknowledges and agrees that all GPU Product commitments of AMD are subject to the [****] process set forth in Exhibit B, which includes without limitation an analysis of FoundryCo’s ability to manufacture any such GPU Products at [****].
ii. In order to assist FoundryCo to establish FoundryCo’s ability to meet AMD’s demand for GPU Products, AMD commits (subject to the condition set forth in Section 2.1(c)(i)) to have FoundryCo manufacture: [****] (collectively, these [****] GPU Products are the “GPU Volume Ramp Products”). AMD shall also (x) supply to FoundryCo or to [****], or (y) provide to FoundryCo a version of [****] or [****] in a [****] architecture so that FoundryCo can [****], in each case as the parties mutually agree is suitable [****] to support FoundryCo’s manufacturing readiness for the [****] GPU Product Family.
A. In the event that FoundryCo has [****] achieved [****] of the Critical Parameters by the GPU Product Technology Readiness Date for the GPU Volume Ramp Products, then AMD shall [****] the GPU Volume Ramp Products at FoundryCo and shall [****] of AMD’s requirements for the GPU Volume Ramp Products from FoundryCo.
B. In the event that FoundryCo has achieved [****] of the Critical Parameters by the GPU Product Technology Readiness Date for the GPU Volume Ramp Products, [****] has met [****] Critical Parameters to be [****] to [****] the GPU Product Technology Readiness Condition and [****] the [****] for each GPU [****] Product, then FoundryCo and AMD shall identify and mutually agree on [****] actions (the “[****] Actions”) to be [****] in the shortest period of time (such time period to be agreed upon in advance) for each GPU Product (the “[****] Time”).
(a) If FoundryCo completes [****] Actions within the [****] Time, then AMD shall [****] the GPU Volume Ramp Products at FoundryCo and shall [****] of AMD’s requirements for the GPU Volume Ramp Products from FoundryCo.
(b) If FoundryCo completes [****] Actions after the [****] Time [****] before [****], then AMD shall use commercially reasonable efforts to [****] GPU Volume Ramp Products at FoundryCo and to [****] of its requirements for the GPU Volume Ramp Products at FoundryCo.
C. In the event that FoundryCo [****] achieve [****] a [****] number of Critical Parameters by the GPU Product Technology Readiness Date for the GPU Volume Ramp Products to be [****] to [****] the [****] for any such Product, then FoundryCo shall not be [****] in accordance with the procedures set forth in Exhibit B in accordance with Section 2.1(c)(i), and AMD may [****] for the GPU Volume Ramp Products. [****] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Confidential treatment has been requested with respect to the omitted portions(ii) would be competitively harmful if publicly disclosed.
D. In order to implement these commitments with respect to the GPU Volume Ramp Products, the parties further agree as follows:
(a) AMD may continue to work with other foundry partners to design and prepare to manufacture GPU Products from the [****] GPU Product Family, as long as such design efforts do not divert design and engineering resources from the joint development effort described in the following paragraph.
(b) Immediately upon completion of the design activity for the [****] currently code-named [****] which is currently scheduled to be completed [****], AMD and FoundryCo shall each commit [****] full-time-equivalent, highly qualified and experienced design engineers (including engineers currently committed to the [****] design efforts, or other engineers mutually acceptable to the other party), together with their associated support resources, to a joint AMD/FoundryCo effort to complete, on or before [****], the full suite of Intellectual Property required for [****] and [****] targeted to be manufactured at FoundryCo using FoundryCo’s [****]nm technology.
(c) The process-design interaction for the [****] GPU Product Family will be validated using [****]; provided that any additional Intellectual Property specific to the GPU Volume Ramp Products that is required to be silicon verified may be verified using [****], with the cost to be [****].
iii. AMD agrees that, starting with the GPU Product Family currently code-named [****] AMD will purchase at least [****] percent ([****]%) of its requirements for GPU Products measured on a [****] basis (such minimum percentage, the “GPU Minimum Percentage”) for the remaining duration of this Agreement. In order to achieve the GPU Minimum Percentage, AMD commits (subject to the condition set forth in Section 2.1(c)(i)) to have FoundryCo manufacture at least [****] GPU Products from each of the [****] and [****] GPU Product Families.
iv. For the [****] and [****] GPU Product Families, FoundryCo and AMD shall determine whether FoundryCo has [****],[****] or [****] the GPU Product Technology Readiness Condition for each GPU Product in the same manner set forth in Sections 2.1(c)(ii)(A), (B) and (C), with purchase commitments determined according to Section 2.1(c)(iii). This determination shall be made on a Product-by-Product basis and shall not affect such determination for any other GPU Product or change the GPU Minimum Percentage.
v. If for an applicable quarter it is determined that AMD has not (A) placed orders for manufacture by FoundryCo of the GPU Volume Ramp Products or the GPU Minimum Percentage of GPU Products starting with the [****] GPU Product Family, or (B) complied with any other requirements as set forth herein to enable FoundryCo the opportunity to manufacture the GPU Minimum Percentage throughout the entire duration of this Agreement, the parties agree to meet, discuss and implement a mutually acceptable corrective action plan to address such non-compliance and to enable FoundryCo to manufacture higher volumes of the GPU Products in the following quarters. [****] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and filed separately with the Securities (ii) would be competitively harmful if publicly disclosed. such non-compliance and Exchange Commission pursuant to Rule 24b-2 enable FoundryCo to manufacture higher volumes of the Securities Exchange Act of 1934, as amended. Confidential treatment has been requested with respect to GPU Products in the omitted portionsfollowing quarters.
Appears in 1 contract
Samples: Wafer Supply Agreement (Advanced Micro Devices Inc)
GPU Products. i. AMD and FoundryCo each commits to, and the parties agree to work together to, [****] manufacture GPU Products via a high volume bulk process at the [****]nm Process Node and at all future smaller Process Nodes, with Specifications to be agreed [****] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Confidential treatment has been requested with respect to the omitted portions. upon in advance by the parties in writing. AMD’s obligations and commitments set forth below under this Section 2.1(c) are subject to the satisfaction by FoundryCo of the GPU Product Technology Readiness Condition applicable to any given GPU Product, on or before the GPU Product Technology Readiness Date applicable to such GPU Product. FoundryCo acknowledges and agrees that all GPU Product commitments of AMD are subject to the [****] process set forth in Exhibit B, which includes without limitation an analysis of FoundryCo’s ability to manufacture any such GPU Products at [****].
ii. In order to assist FoundryCo to establish FoundryCo’s ability to meet AMD’s demand for GPU Products, AMD commits (subject to the condition set forth in Section 2.1(c)(i)) to have FoundryCo manufacture: [****] (collectively, these [****] GPU Products are the “GPU Volume Ramp Products”). AMD shall also (x) supply to FoundryCo or to [****], or (y) provide to FoundryCo a version of [****] or [****] in a [****] architecture so that FoundryCo can [****], in each case as the parties mutually agree is suitable [****] to support FoundryCo’s manufacturing readiness for the [****] GPU Product Family.
A. In the event that FoundryCo has [****] achieved [****] of the Critical Parameters by the GPU Product Technology Readiness Date for the GPU Volume Ramp Products, then AMD shall [****] the GPU Volume Ramp Products at FoundryCo and shall [****] of AMD’s requirements for the GPU Volume Ramp Products from FoundryCo.
B. In the event that FoundryCo has achieved [****] of the Critical Parameters by the GPU Product Technology Readiness Date for the GPU Volume Ramp Products, [****] has met [****] Critical Parameters to be [****] to [****] the GPU Product Technology Readiness Condition and [****] the [****] for each GPU [****] Product, then FoundryCo and AMD shall identify and mutually agree on [****] actions (the “[****] Actions”) to be [****] in the shortest period of time (such time period to be agreed upon in advance) for each GPU Product (the “[****] Time”).
(a) If FoundryCo completes [****] Actions within the [****] Time, then AMD shall [****] the GPU Volume Ramp Products at FoundryCo and shall [****] of AMD’s requirements for the GPU Volume Ramp Products from FoundryCo.
(b) If FoundryCo completes [****] Actions after the [****] Time [****] before [****], then AMD shall use commercially reasonable efforts to [****] GPU Volume Ramp Products at FoundryCo and to [****] of its requirements for the GPU Volume Ramp Products at FoundryCo.
C. In the event that FoundryCo [****] achieve [****] a [****] number of Critical Parameters by the GPU Product Technology Readiness Date for the GPU Volume Ramp Products to be [****] to [****] the [****] for any such Product, then FoundryCo shall not be [****] in accordance with the procedures set forth in Exhibit B in accordance with Section 2.1(c)(i), and AMD may [****] for the GPU Volume Ramp Products. [****] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Confidential treatment has been requested with respect to the omitted portions.
D. In order to implement these commitments with respect to the GPU Volume Ramp Products, the parties further agree as follows:
(a) AMD may continue to work with other foundry partners to design and prepare to manufacture GPU Products from the [****] GPU Product Family, as long as such design efforts do not divert design and engineering resources from the joint development effort described in the following paragraph.
(b) Immediately upon completion of the design activity for the [****] currently code-named [****] which is currently scheduled to be completed [****], AMD and FoundryCo shall each commit [****] full-time-equivalent, highly qualified and experienced design engineers (including engineers currently committed to the [****] design efforts, or other engineers mutually acceptable to the other party), together with their associated support resources, to a joint AMD/FoundryCo effort to complete, on or before [****], the full suite of Intellectual Property required for [****] and [****] targeted to be manufactured at FoundryCo using FoundryCo’s [****]nm technology.
(c) The process-design interaction for the [****] GPU Product Family will be validated using [****]; provided that any additional Intellectual Property specific to the GPU Volume Ramp Products that is required to be silicon verified may be verified using [****], with the cost to be [****].
iii. AMD agrees that, starting with the GPU Product Family currently code-named [****] AMD will purchase at least [****] percent ([****]%) of its requirements for GPU Products measured on a [****] basis (such minimum percentage, the “GPU Minimum Percentage”) for the remaining duration of this Agreement. In order to achieve the GPU Minimum Percentage, AMD commits (subject to the condition set forth in Section 2.1(c)(i)) to have FoundryCo manufacture at least [****] GPU Products from each of the [****] and [****] GPU Product Families.
iv. For the [****] and [****] GPU Product Families, FoundryCo and AMD shall determine whether FoundryCo has [****],[****] or [****] the GPU Product Technology Readiness Condition for each GPU Product in the same manner set forth in Sections 2.1(c)(ii)(A), (B) and (C), with purchase commitments determined according to Section 2.1(c)(iii). This determination shall be made on a Product-by-Product basis and shall not affect such determination for any other GPU Product or change the GPU Minimum Percentage.
v. If for an applicable quarter it is determined that AMD has not (A) placed orders for manufacture by FoundryCo of the GPU Volume Ramp Products or the GPU Minimum Percentage of GPU Products starting with the [****] GPU Product Family, or (B) complied with any other requirements as set forth herein to enable FoundryCo the opportunity to manufacture the GPU Minimum Percentage throughout the entire duration of this Agreement, the parties agree to meet, discuss and implement a mutually acceptable corrective action plan to address such non-compliance and to enable FoundryCo to manufacture higher volumes of the GPU Products in the following quarters. [****] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Confidential treatment has been requested with respect to the omitted portions.
Appears in 1 contract
Samples: Wafer Supply Agreement
GPU Products. i. AMD and FoundryCo each commits to, and the parties agree to work together totogether, [****] to establish FoundryCo’s ability to manufacture GPU Products via a high volume bulk 32 nm process with Specifications to be agreed upon in advance by the parties in writing.
ii. At such time as FoundryCo has established a 32 nm Qualified Process, AMD agrees, subject to this Section 2.1(c), that it will purchase from FoundryCo Sales Entities at the least [****] percent ([****]nm Process Node %) of AMD’s and the Remaining Discovery Subsidiaries’ monthly Wafer requirements for the GPU Products at all future smaller Process Nodes, as further detailed in Exhibit C, ramping up linearly over a five (5) year period beginning with Specifications the fiscal month in which the initial [****] percent ([****]%) GPU Product volume sourcing commitment has been met, to be agreed at least [****] percent ([****]%) of AMD’s Wafer requirements of its GPU Products (such minimum percentage, the “GPU Minimum Percentage”). If for an applicable quarter it is determined that AMD has not placed the GPU Minimum Percentage of AMD’s and the Remaining Discovery Subsidiaries’ GPU Products for manufacture by FoundryCo as set forth [****] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Confidential treatment has been requested with respect to the omitted portions. upon in advance by the parties in writing. AMD’s obligations and commitments set forth below under this Section 2.1(cbecause it is both (i) are subject to the satisfaction by FoundryCo of the GPU Product Technology Readiness Condition applicable to any given GPU Product, on or before the GPU Product Technology Readiness Date applicable to such GPU Product. FoundryCo acknowledges and agrees that all GPU Product commitments of AMD are subject to the [****] process set forth in Exhibit B, which includes without limitation an analysis of FoundryCo’s ability to manufacture any such GPU Products at [****].
ii. In order to assist FoundryCo to establish FoundryCo’s ability to meet AMD’s demand for GPU Products, AMD commits (subject to the condition set forth in Section 2.1(c)(i)) to have FoundryCo manufacture: [****] (collectively, these [****] GPU Products are the “GPU Volume Ramp Products”). AMD shall also (x) supply to FoundryCo or to [****], or (y) provide to FoundryCo a version of [****] or [****] in a [****] architecture so that FoundryCo can [****], in each case as the parties mutually agree is suitable [****] to support FoundryCo’s manufacturing readiness for the [****] GPU Product Family.
A. In the event that FoundryCo has [****] achieved [****] of the Critical Parameters by the GPU Product Technology Readiness Date for the GPU Volume Ramp Products, then AMD shall [****] the GPU Volume Ramp Products at FoundryCo and shall [****] of AMD’s requirements for the GPU Volume Ramp Products from FoundryCo.
B. In the event that FoundryCo has achieved [****] of the Critical Parameters by the GPU Product Technology Readiness Date for the GPU Volume Ramp Products, [****] has met [****] Critical Parameters to be [****] to [****] the GPU Product Technology Readiness Condition and [****] the [****] for each GPU [****] Product, then FoundryCo and AMD shall identify and mutually agree on [****] actions (the “[****] Actions”) to be [****] in the shortest period of time (such time period to be agreed upon in advance) for each GPU Product (the “[****] Time”).
(a) If FoundryCo completes [****] Actions within the [****] Time, then AMD shall [****] the GPU Volume Ramp Products at FoundryCo and shall [****] of AMD’s requirements for the GPU Volume Ramp Products from FoundryCo.
(b) If FoundryCo completes [****] Actions after the [****] Time [****] before [****], then AMD shall use commercially reasonable efforts to [****] GPU Volume Ramp Products at FoundryCo and to [****] of its requirements for the GPU Volume Ramp Products at FoundryCo.
C. In the event that FoundryCo [****] achieve [****] a [****] number of Critical Parameters by the GPU Product Technology Readiness Date for the GPU Volume Ramp Products to be [****] to [****] the [****] for any such Product, then FoundryCo shall not be [****] in accordance with the procedures set forth in Exhibit B in accordance with Section 2.1(c)(i), and AMD may [****] for the GPU Volume Ramp Products. [****] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Confidential treatment has been requested with respect to the omitted portions.
D. In order to implement these commitments with respect to the GPU Volume Ramp Products, the parties further agree as follows:
(a) AMD may continue to work with other foundry partners to design and prepare to manufacture GPU Products from the [****] GPU Product Family, as long as such design efforts do not divert design and engineering resources from the joint development effort described in the following paragraph.
(b) Immediately upon completion of the design activity for the [****] currently code-named [****] which is currently scheduled to be completed [****], AMD and FoundryCo shall each commit [****] full-time-equivalent, highly qualified and experienced design engineers (including engineers currently committed to the [****] design efforts, or other engineers mutually acceptable to the other party), together with their associated support resources, to a joint AMD/FoundryCo effort to complete, on or before [****], the full suite of Intellectual Property required for [****] and [****] targeted to be manufactured at FoundryCo using FoundryCo’s [****]nm technology.
(c) The process-design interaction for the [****] GPU Product Family will be validated using [****]; provided that any additional Intellectual Property specific to the GPU Volume Ramp Products that is required to be silicon verified may be verified using [****], with the cost to be [****].
iii. AMD agrees that, starting with the GPU Product Family currently code-named [****] AMD will purchase at least [****] percent ([****]%) of its requirements for GPU Products measured on a [****] basis (such minimum percentage, the “GPU Minimum Percentage”) for the remaining duration of this Agreement. In order to achieve the GPU Minimum Percentage, AMD commits (subject to the condition set forth in Section 2.1(c)(i)) to have FoundryCo manufacture at least [****] GPU Products from each of the [****] and [****] GPU Product Families.
iv. For the [****] and [****] GPU Product Families, FoundryCo and AMD shall determine whether FoundryCo has [****],[****] or [****] the GPU Product Technology Readiness Condition for each GPU Product in the same manner set forth in Sections 2.1(c)(ii)(A), (B) material and (C), with purchase commitments determined according to Section 2.1(c)(iii)ii) would be competitively harmful if publicly disclosed. This determination shall be made on a Product-by-Product basis and shall not affect such determination for any other GPU Product or change the GPU Minimum Percentage.
v. If for an applicable quarter it is determined that AMD has not (A) placed orders for manufacture by FoundryCo of the GPU Volume Ramp Products or the GPU Minimum Percentage of GPU Products starting with the [****] GPU Product Family, or (B) complied with any other requirements as set forth herein to enable FoundryCo the opportunity to manufacture the GPU Minimum Percentage throughout the entire duration of this Agreementherein, the parties agree to meet, discuss and implement a mutually acceptable corrective action plan to address such non-compliance and to enable FoundryCo to manufacture higher volumes of the GPU Products in future.
iii. For each GPU Product (including the following quarters. first-tape out of such GPU Product), FoundryCo shall have a [****] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately accordance with the Securities and Exchange Commission pursuant process set forth in Exhibit B to Rule 24b-2 manufacture such GPU Product. For the avoidance of doubt, the Securities Exchange Act of 1934, as amended. Confidential treatment has been requested parties agree that FoundryCo shall have such [****] in accordance with the process set forth in Exhibit B with respect to each GPU Product (whether or not such GPU Product is first GPU Product) at each [****] of [****].
iv. AMD agrees not to sell, transfer or otherwise dispose of all or substantially all of its or the omitted portionsRemaining Discovery Subsidiaries’ assets related to GPU Products and related technology (including the equity interests of ATI Technologies ULC or its other subsidiaries that own such assets) to any person (other than to AMD or another Remaining Discovery Subsidiaries) without the consent of FoundryCo, unless the transferee (A) agrees to be bound by the provisions of this Agreement with respect to GPU Products, including FoundryCo’s [****] with respect to each GPU Product and the GPU volume commitment set forth in this section 2.1(c), and (B) agrees to purchase, on an annual basis, GPU Products in an amount equal to the GPU Minimum Percentage (determined at the time of such transfer) of AMD’s volume of total GPU Products purchased from any foundry during the one (1) year period before such transfer, or if such transfer takes place less than one (1) year from the Effective Date, then the annualized volume for the period from the Effective Date to such transfer date.
Appears in 1 contract
Samples: Wafer Supply Agreement (Advanced Micro Devices Inc)
GPU Products. i. AMD and FoundryCo each commits to, and the parties agree to work together totogether, [****] to establish FoundryCo’s ability to manufacture GPU Products via a high volume bulk 32 nm process at the [****]nm Process Node and at all future smaller Process Nodes, with Specifications to be agreed [****] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Confidential treatment has been requested with respect to the omitted portions. upon in advance by the parties in writing. AMD’s obligations and commitments set forth below under this Section 2.1(c) are subject to the satisfaction by FoundryCo of the GPU Product Technology Readiness Condition applicable to any given GPU Product, on or before the GPU Product Technology Readiness Date applicable to such GPU Product. FoundryCo acknowledges and agrees that all GPU Product commitments of AMD are subject to the [****] process set forth in Exhibit B, which includes without limitation an analysis of FoundryCo’s ability to manufacture any such GPU Products at [****].
ii. In order to assist FoundryCo to establish FoundryCo’s ability to meet AMD’s demand for GPU Products, AMD commits (subject to the condition set forth in Section 2.1(c)(i)) to have FoundryCo manufacture: [****] (collectively, these [****] GPU Products are the “GPU Volume Ramp Products”). AMD shall also (x) supply to FoundryCo or to [****], or (y) provide to FoundryCo a version of [****] or [****] in a [****] architecture so that FoundryCo can [****], in each case as the parties mutually agree is suitable [****] to support FoundryCo’s manufacturing readiness for the [****] GPU Product Family.
A. In the event that FoundryCo has [****] achieved [****] of the Critical Parameters by the GPU Product Technology Readiness Date for the GPU Volume Ramp Products, then AMD shall [****] the GPU Volume Ramp Products at FoundryCo and shall [****] of AMD’s requirements for the GPU Volume Ramp Products from FoundryCo.
B. In the event that FoundryCo has achieved [****] of the Critical Parameters by the GPU Product Technology Readiness Date for the GPU Volume Ramp Products, [****] has met [****] Critical Parameters to be [****] to [****] the GPU Product Technology Readiness Condition and [****] the [****] for each GPU [****] Product, then FoundryCo and AMD shall identify and mutually agree on [****] actions (the “[****] Actions”) to be [****] in the shortest period of time (such time period to be agreed upon in advance) for each GPU Product (the “[****] Time”).
(a) If FoundryCo completes [****] Actions within the [****] Time, then AMD shall [****] the GPU Volume Ramp Products at FoundryCo and shall [****] of AMD’s requirements for the GPU Volume Ramp Products from FoundryCo.
(b) If FoundryCo completes [****] Actions after the [****] Time [****] before [****], then AMD shall use commercially reasonable efforts to [****] GPU Volume Ramp Products at FoundryCo and to [****] of its requirements for the GPU Volume Ramp Products at FoundryCo.
C. In the event that FoundryCo [****] achieve [****] a [****] number of Critical Parameters by the GPU Product Technology Readiness Date for the GPU Volume Ramp Products to be [****] to [****] the [****] for any such Product, then FoundryCo shall not be [****] in accordance with the procedures set forth in Exhibit B in accordance with Section 2.1(c)(i), and AMD may [****] for the GPU Volume Ramp Products. [****] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Confidential treatment has been requested with respect to the omitted portions.
D. In order to implement these commitments with respect to the GPU Volume Ramp Products, the parties further agree ii. At such time as follows:
(a) AMD may continue to work with other foundry partners to design and prepare to manufacture GPU Products from the [****] GPU Product Family, as long as such design efforts do not divert design and engineering resources from the joint development effort described in the following paragraph.
(b) Immediately upon completion of the design activity for the [****] currently code-named [****] which is currently scheduled to be completed [****]FoundryCo has established a 32 nm Qualified Process, AMD and FoundryCo shall each commit [****] full-time-equivalentagrees, highly qualified and experienced design engineers (including engineers currently committed subject to the [****] design efforts, or other engineers mutually acceptable to the other partythis Section 2.1(c), together with their associated support resources, to a joint AMD/FoundryCo effort to complete, on or before [****], the full suite of Intellectual Property required for [****] and [****] targeted to be manufactured at FoundryCo using FoundryCo’s [****]nm technology.
(c) The process-design interaction for the [****] GPU Product Family will be validated using [****]; provided that any additional Intellectual Property specific to the GPU Volume Ramp Products that is required to be silicon verified may be verified using [****], with the cost to be [****].
iii. AMD agrees that, starting with the GPU Product Family currently code-named [****] AMD it will purchase from FoundryCo Sales Entities at least [****] percent ([****]%) of its AMD’s and the Remaining Discovery Subsidiaries’ monthly Wafer requirements for the GPU Products measured on at all Process Nodes, as further detailed in Exhibit C, ramping up linearly over a five (5) year period beginning with the fiscal month in which the initial [****] basis percent ([****]%) GPU Product volume sourcing commitment has been met, to at least [****] percent ([****]%) of AMD’s Wafer requirements of its GPU Products (such minimum percentage, the “GPU Minimum Percentage”) for the remaining duration of this Agreement. In order to achieve the GPU Minimum Percentage, AMD commits (subject to the condition set forth in Section 2.1(c)(i)) to have FoundryCo manufacture at least [****] GPU Products from each of the [****] and [****] GPU Product Families.
iv. For the [****] and [****] GPU Product Families, FoundryCo and AMD shall determine whether FoundryCo has [****],[****] or [****] the GPU Product Technology Readiness Condition for each GPU Product in the same manner set forth in Sections 2.1(c)(ii)(A), (B) and (C), with purchase commitments determined according to Section 2.1(c)(iii). This determination shall be made on a Product-by-Product basis and shall not affect such determination for any other GPU Product or change the GPU Minimum Percentage.
v. If for an applicable quarter it is determined that AMD has not (A) placed orders for manufacture by FoundryCo of the GPU Volume Ramp Products or the GPU Minimum Percentage of AMD’s and the Remaining Discovery Subsidiaries’ GPU Products starting with the [****] GPU Product Family, or (B) complied with any other requirements for manufacture by FoundryCo as set forth herein to enable FoundryCo the opportunity to manufacture the GPU Minimum Percentage throughout the entire duration of this Agreementherein, the parties agree to meet, discuss and implement a mutually acceptable corrective action plan to address such non-compliance and to enable FoundryCo to manufacture higher volumes of the GPU Products in future.
iii. For each GPU Product (including the following quarters. first-tape out of such GPU Product), FoundryCo shall have a [****] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately accordance with the Securities and Exchange Commission pursuant process set forth in Exhibit B to Rule 24b-2 manufacture such GPU Product. For the avoidance of doubt, the Securities Exchange Act of 1934, as amended. Confidential treatment has been requested parties agree that FoundryCo shall have such [****] in accordance with the process set forth in Exhibit B with respect to each GPU Product (whether or not such GPU Product is first GPU Product) at each [****] of [****].
iv. AMD agrees not to sell, transfer or otherwise dispose of all or substantially all of its or the omitted portionsRemaining Discovery Subsidiaries’ assets related to GPU Products and related technology (including the equity interests of ATI Technologies ULC or its other subsidiaries that own such assets) to any person (other than to AMD or another Remaining Discovery Subsidiaries) without the consent of FoundryCo, unless the transferee (A) agrees to be bound by the provisions of this Agreement with respect to GPU Products, including FoundryCo’s [****] with respect to each GPU Product and the GPU volume commitment set forth in this section 2.1(c), and (B) agrees to purchase, on an annual basis, GPU Products in an amount equal to the GPU Minimum Percentage (determined at the time of such transfer) of AMD’s volume of total GPU Products purchased from any foundry during the one (1) year period before such transfer, or if such transfer takes place less than one (1) year from the Effective Date, then the annualized volume for the period from the Effective Date to such transfer date.
Appears in 1 contract
Samples: Wafer Supply Agreement (Advanced Micro Devices Inc)
GPU Products. i. AMD and FoundryCo each commits to, and the parties agree to work together totogether, [****] to establish FoundryCo’s ability to manufacture GPU Products via a high volume bulk 32 nm process with Specifications to be agreed upon in advance by the parties in writing.
ii. At such time as FoundryCo has established a 32 nm Qualified Process, AMD agrees, subject to this Section 2.1(c), that it will purchase from FoundryCo Sales Entities at the least [****] percent ([****]nm Process Node %) of AMD’s and the Remaining Discovery Subsidiaries’ monthly Wafer requirements for the GPU Products at all future smaller Process Nodes, as further detailed in Exhibit C, ramping up linearly over a five (5) year period beginning with Specifications the fiscal month in which the initial [****] percent ([****]%) GPU Product volume sourcing commitment has been met, to be agreed at least [****] percent ([****]%) of AMD’s [****] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Confidential treatment has been requested with respect to the omitted portions. upon in advance by the parties in writing. AMD’s obligations and commitments set forth below under this Section 2.1(c) are subject to the satisfaction by FoundryCo Wafer requirements of the GPU Product Technology Readiness Condition applicable to any given GPU Product, on or before the GPU Product Technology Readiness Date applicable to such GPU Product. FoundryCo acknowledges and agrees that all GPU Product commitments of AMD are subject to the [****] process set forth in Exhibit B, which includes without limitation an analysis of FoundryCo’s ability to manufacture any such its GPU Products at [****].
ii. In order to assist FoundryCo to establish FoundryCo’s ability to meet AMD’s demand for GPU Products, AMD commits (subject to the condition set forth in Section 2.1(c)(i)) to have FoundryCo manufacture: [****] (collectively, these [****] GPU Products are the “GPU Volume Ramp Products”). AMD shall also (x) supply to FoundryCo or to [****], or (y) provide to FoundryCo a version of [****] or [****] in a [****] architecture so that FoundryCo can [****], in each case as the parties mutually agree is suitable [****] to support FoundryCo’s manufacturing readiness for the [****] GPU Product Family.
A. In the event that FoundryCo has [****] achieved [****] of the Critical Parameters by the GPU Product Technology Readiness Date for the GPU Volume Ramp Products, then AMD shall [****] the GPU Volume Ramp Products at FoundryCo and shall [****] of AMD’s requirements for the GPU Volume Ramp Products from FoundryCo.
B. In the event that FoundryCo has achieved [****] of the Critical Parameters by the GPU Product Technology Readiness Date for the GPU Volume Ramp Products, [****] has met [****] Critical Parameters to be [****] to [****] the GPU Product Technology Readiness Condition and [****] the [****] for each GPU [****] Product, then FoundryCo and AMD shall identify and mutually agree on [****] actions (the “[****] Actions”) to be [****] in the shortest period of time (such time period to be agreed upon in advance) for each GPU Product (the “[****] Time”).
(a) If FoundryCo completes [****] Actions within the [****] Time, then AMD shall [****] the GPU Volume Ramp Products at FoundryCo and shall [****] of AMD’s requirements for the GPU Volume Ramp Products from FoundryCo.
(b) If FoundryCo completes [****] Actions after the [****] Time [****] before [****], then AMD shall use commercially reasonable efforts to [****] GPU Volume Ramp Products at FoundryCo and to [****] of its requirements for the GPU Volume Ramp Products at FoundryCo.
C. In the event that FoundryCo [****] achieve [****] a [****] number of Critical Parameters by the GPU Product Technology Readiness Date for the GPU Volume Ramp Products to be [****] to [****] the [****] for any such Product, then FoundryCo shall not be [****] in accordance with the procedures set forth in Exhibit B in accordance with Section 2.1(c)(i), and AMD may [****] for the GPU Volume Ramp Products. [****] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Confidential treatment has been requested with respect to the omitted portions.
D. In order to implement these commitments with respect to the GPU Volume Ramp Products, the parties further agree as follows:
(a) AMD may continue to work with other foundry partners to design and prepare to manufacture GPU Products from the [****] GPU Product Family, as long as such design efforts do not divert design and engineering resources from the joint development effort described in the following paragraph.
(b) Immediately upon completion of the design activity for the [****] currently code-named [****] which is currently scheduled to be completed [****], AMD and FoundryCo shall each commit [****] full-time-equivalent, highly qualified and experienced design engineers (including engineers currently committed to the [****] design efforts, or other engineers mutually acceptable to the other party), together with their associated support resources, to a joint AMD/FoundryCo effort to complete, on or before [****], the full suite of Intellectual Property required for [****] and [****] targeted to be manufactured at FoundryCo using FoundryCo’s [****]nm technology.
(c) The process-design interaction for the [****] GPU Product Family will be validated using [****]; provided that any additional Intellectual Property specific to the GPU Volume Ramp Products that is required to be silicon verified may be verified using [****], with the cost to be [****].
iii. AMD agrees that, starting with the GPU Product Family currently code-named [****] AMD will purchase at least [****] percent ([****]%) of its requirements for GPU Products measured on a [****] basis (such minimum percentage, the “GPU Minimum Percentage”) for the remaining duration of this Agreement. In order to achieve the GPU Minimum Percentage, AMD commits (subject to the condition set forth in Section 2.1(c)(i)) to have FoundryCo manufacture at least [****] GPU Products from each of the [****] and [****] GPU Product Families.
iv. For the [****] and [****] GPU Product Families, FoundryCo and AMD shall determine whether FoundryCo has [****],[****] or [****] the GPU Product Technology Readiness Condition for each GPU Product in the same manner set forth in Sections 2.1(c)(ii)(A), (B) and (C), with purchase commitments determined according to Section 2.1(c)(iii). This determination shall be made on a Product-by-Product basis and shall not affect such determination for any other GPU Product or change the GPU Minimum Percentage.
v. If for an applicable quarter it is determined that AMD has not (A) placed orders for manufacture by FoundryCo of the GPU Volume Ramp Products or the GPU Minimum Percentage of AMD’s and the Remaining Discovery Subsidiaries’ GPU Products starting with the [****] GPU Product Family, or (B) complied with any other requirements for manufacture by FoundryCo as set forth herein to enable FoundryCo the opportunity to manufacture the GPU Minimum Percentage throughout the entire duration of this Agreementherein, the parties agree to meet, discuss and implement a mutually acceptable corrective action plan to address such non-compliance and to enable FoundryCo to manufacture higher volumes of the GPU Products in future.
iii. For each GPU Product (including the following quarters. first-tape out of such GPU Product), FoundryCo shall have a [****] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately accordance with the Securities and Exchange Commission pursuant process set forth in Exhibit B to Rule 24b-2 manufacture such GPU Product. For the avoidance of doubt, the Securities Exchange Act of 1934, as amended. Confidential treatment has been requested parties agree that FoundryCo shall have such [****] in accordance with the process set forth in Exhibit B with respect to each GPU Product (whether or not such GPU Product is first GPU Product) at [****].
iv. AMD agrees not to sell, transfer or otherwise dispose of all or substantially all of its or the omitted portionsRemaining Discovery Subsidiaries’ assets related to GPU Products and related technology (including the equity interests of ATI Technologies ULC or its other subsidiaries that own such assets) to any person (other than to AMD or another Remaining Discovery Subsidiaries) without the consent of FoundryCo, unless the transferee (A) agrees to be bound by the provisions of this Agreement with respect to GPU Products, [****] and the GPU volume commitment set forth in this section 2.1(c), and (B) agrees to purchase, on an annual basis, GPU Products in an amount equal to the GPU Minimum Percentage (determined at the time of such transfer) of AMD’s volume of total GPU Products purchased from any foundry during the one (1) year period before such transfer, or if such transfer takes place less than one (1) year from the Effective Date, then the annualized volume for the period from the Effective Date to such transfer date.
Appears in 1 contract
Samples: Wafer Supply Agreement (Advanced Micro Devices Inc)
