Common use of INFORMATION TRANSFERS Clause in Contracts

INFORMATION TRANSFERS. 7.1 Without any liability to the other Parties for patent infringement or failure to notify, each Party agrees to promptly notify the other Parties in writing, of any patents or other intellectual property rights of Third Parties (other than those of such Party's Subsidiaries) of which it becomes aware, which, in the sole opinion of said Party, said Party reasonably believes may relate to the use of Specific Results or Background Know-How. In such instance, the Parties shall reasonably cooperate with each other to exchange information related to such potential Third Party intellectual property issues. However, none of the Parties shall have any obligation hereunder to conduct patent searches or studies in relation to the Process Development Projects prior to notifying the other Parties of any licenses it may have under any particular patent. The Parties recognize that each of them has patent license arrangements with Third Parties and that it is the individual responsibility of each Party to secure any rights under the patents of Third Parties which may be needed to enable it to manufacture and/or market the product (including products manufactured using the process technology to be developed under the Process Development Projects) at such time as it determines in its sole judgement that such action is required. 7.2 Any confidential information disclosed by one Party to another in performance of the Process Development Projects shall be designated with an appropriate and conspicuously obvious legend, such as "IBM Confidential" or "Chartered Confidential" or "IFX Confidential", as the case may be, such legends to clearly indicate to a person viewing or otherwise accessing such information that it is of a confidential nature to the disclosing Party. Any such disclosure that is made orally shall be confirmed in writing under a like designation within thirty (30) days after the date of such disclosure. The Technical Coordinators shall monitor and keep records of all such disclosures of confidential information and shall ensure that it is properly marked as confidential, and record the date of receipt. Specific Results generated pursuant to the Process Development Projects and any confidential information that is included in Specific Results shall be clearly designated by the Technical Coordinators with an appropriate legend, such as "C/I/I Confidential". Notwithstanding the foregoing labelling requirements, Specific Results and Background Know-How are deemed to be confidential whether or not labelled as such. Further, in the event that a Representative of either Party obtains information relating to the Process Development Projects in tangible form which is not designated as confidential in accordance with this Section 7.2, but which from its nature appears likely to be confidential, such Representative will notify the Technical Coordinators who then will decide whether or not such information can and should be thereafter treated as confidential. The Technical Coordinators shall either both agree that such information is non-confidential or have all copies of such information in tangible form promptly marked with the appropriate legend identifying its confidentiality.

INFORMATION TRANSFERS. 7.1 Without any liability to the other Parties for patent infringement or failure to notify, each Party agrees to promptly notify the other Parties in writing, of any patents or other intellectual property rights of Third Parties (other than those of such Party's Subsidiaries) of which it becomes aware, which, in the sole opinion of said Party, said Party reasonably believes may relate to the use of Specific Results or Background Know-How. In such instance, the Parties shall reasonably cooperate with each other to exchange information related to such potential Third Party intellectual property issues. However, none of the Parties shall have any obligation hereunder to conduct patent searches or studies in relation to the Process Development Projects prior to notifying the other Parties of any licenses it may have under any particular patent. The Parties recognize that each of them has patent license arrangements with Third Parties and that it is the individual responsibility of each Party to secure any rights under the patents of Third Parties which may be needed to enable it to manufacture and/or market the product (including products manufactured using the process technology to be developed under the Process Development ProjectsProject) at such time as it determines in its sole judgement that such action is required. 7.2 Any confidential information disclosed by one Party to another or more Parties in performance of the Process Development Projects Project shall be designated with an appropriate and conspicuously obvious legend, such as "(a) “IBM Confidential" ”, or "Chartered (b) “XYZ Confidential" ”, where “XYZ” is replaced with the name of the disclosing Participating Party, or "IFX (c) “IBM-QRS Confidential"”, where the information was jointly developed by IBM and QRS pursuant to a separate development project, as the case may be, such . Such legends to shall clearly indicate to a person viewing or otherwise accessing such information that it is of a confidential nature to the disclosing Party/Parties. Any such disclosure that is made orally shall be confirmed in writing under a like designation within thirty (30) days after the date of such disclosure. The Technical Coordinators shall monitor and keep records of all such disclosures of confidential information and shall ensure that it is properly marked as confidential, and record the date of receipt. Specific Results generated pursuant to the Process Development Projects Project and any confidential information that is included in Specific Results shall be clearly designated by the Technical Coordinators with an appropriate legend, such as "C/I/I “IBM-ABC Confidential". Notwithstanding ”, where IBM and ABC represent all of the foregoing labelling requirements, Specific Results and Background Know-How are deemed to be confidential whether or not labelled as suchParties. Further, in the event that a Representative of either any Party obtains information relating to the Process Development Projects Project in tangible form which is not designated as confidential in accordance with this Section 7.2, but which from its nature appears likely to be confidential, such Representative will notify the Technical Coordinators Coordinator(s) of the other Party(ies) who then will decide whether or not such information can and should be thereafter treated as confidential. The Technical Coordinators of the Parties shall either both unanimously agree that such information is non-confidential or have all copies of such information in tangible form promptly marked with the appropriate legend identifying its confidentiality.. Table of Contents

INFORMATION TRANSFERS. 7.1 Without any liability to the other Parties for patent infringement or failure to notify, each Party agrees to promptly notify the other Parties Party in writingwriting or provide oral notification, as the case may be, of any patents or other intellectual property rights of Third Parties (other than those of such Party's Subsidiaries) of which it becomes aware, which, in the sole opinion of said Party, said Party reasonably believes may relate to the use of Specific Results or Background Know-HowResults. In such instance, the Parties shall reasonably cooperate with each other to exchange information related to such potential Third Party intellectual property issues. However, none of the Parties no Party shall have any obligation hereunder to conduct patent searches or studies in relation to the Process Development Projects prior or to notifying notify the other Parties of any licenses it may have under any particular patent. The Parties recognize that each of them has patent license arrangements with Third Parties and that it is the individual responsibility of each Party to secure any rights under the patents of Third Parties which may be needed to enable it to manufacture and/or market the product (including products manufactured using the process technology to be developed under the Process Development Projects) at such time as it determines in its sole judgement that such action is required. 7.2 Any confidential information disclosed by one Party to another in performance of the Process Development Projects shall be designated with an appropriate and conspicuously obvious legend, such as "“IBM Confidential" ” or "Chartered “AMD Confidential" or "IFX Confidential"”, as the case may be, such legends to clearly indicate to a person viewing or otherwise accessing such information that it is of a confidential nature to the disclosing Party. Any such disclosure that is made orally shall be confirmed in writing under a like designation within thirty (30) days after the date of such disclosure. The Technical Coordinators shall monitor and keep records of all such disclosures of confidential information and shall ensure that it is properly marked as confidential, and record the date of receipt. Specific Results generated pursuant to the Process Development Projects and any confidential information that is included in Specific Results shall be clearly designated by the Technical Coordinators with an appropriate legend, such as "C“IBM/I/I AMD Confidential". Notwithstanding the foregoing labelling requirements, Specific Results and Background Know-How are deemed to be confidential whether or not labelled as such”. Further, in the event that a Representative of either any Party obtains information relating to the Process Development Projects in tangible form which is not designated as confidential in accordance with this Section 7.2, but which from its nature appears likely to be confidential, such Representative will notify the Technical Coordinators who then will decide whether or not such information can and should be thereafter treated as confidential. The Technical Coordinators shall either both mutually agree that such information is non-confidential or have all copies of such information in tangible form promptly marked with the appropriate legend identifying its confidentiality. 7.3 Except as otherwise provided in this Agreement, with respect to Specific Results and any other confidential information of either Party, which is confidential pursuant to Section 7.2 above, the Party receiving such information shall use the same efforts to avoid its publication or dissemination to Third Parties as it employs with respect to information of its own which it does not desire to be published or disseminated. For Specific Results of each Process Development Project and Background Know-How, the obligations of confidentiality shall terminate *** for each applicable Process Development Project (if this Agreement is terminated or if for some other reason a given Process Development Project is not pursued ***, such time period shall be *** of the applicable Process Development Project); in the case of Proprietary Tools, this obligation of confidentiality shall terminate *** after its disclosure by the disclosing Party; and for all other confidential information this obligation of confidentiality shall terminate *** after its disclosure by the disclosing Party. This obligation shall not, however, apply to any information that is: 7.3.1 already in or comes into the possession of the receiving Party or its Subsidiaries without obligation of confidence; 7.3.2 now, or hereafter becomes, publicly available without breach of this Agreement; 7.3.3 intentionally disclosed to or rightfully received from Third Parties without obligation of confidence; 7.3.4 independently developed by the receiving Party or its Subsidiaries; 7.3.5 approved for release by written agreement of the disclosing Party; or *** Confidential information omitted and filed separately with the Securities and Exchange Commission. 7.3.6 inherently disclosed in the use, lease, sale or other distribution of any available product or service or publicly available supporting documentation therefor by the receiving Party or any of its Subsidiaries. 7.4 The receiving Party’s obligations with respect to Specific Results or any other confidential information of the disclosing Party as specified in Section 7.3, above shall not apply to any disclosure that is: 7.4.1 in response to a valid order of a court or other governmental body of any country or group of countries or any political subdivision thereof; provided, however, that the receiving Party shall first have notified the disclosing Party and made a good faith effort to obtain a protective order requiring that the information and/or documents so disclosed be used only for the purposes for which the order was issued; 7.4.2 otherwise required by law; or 7.4.3 reasonably necessary in order to establish the receiving Party’s rights, provided that such receiving Party shall provide the disclosing Party with prior written notice, except notice shall not be required where the receiving Party is attempting to establish rights in a lawsuit under this Agreement against the disclosing Party or is filing a patent under Section 11 of this Agreement. 7.5 Each Party shall have the right to disclose and sublicense as specified in Section 8 Specific Results to any of its Wholly Owned Subsidiaries and its Related Subsidiaries at any time; provided however, that such Wholly Owned Subsidiaries and its Related Subsidiaries shall agree to be bound by substantially the same terms as are applicable to said Party in Sections 7.2, 7.3, and 7.4 and the survival of same pursuant to Section 12. Further, each Party may authorize its Wholly Owned Subsidiaries and its Related Subsidiaries to whom such Party has disclosed Specific Results pursuant to this Section 7.5 to exercise some or all of its rights to disclose Specific Results under and in accordance with Section 7.6. 7.6 Subject to provisions of this Section 7.6, AMD shall have the right to disclose the following portions of the Specific Results to Third Parties, but solely for the purpose of enabling such party to assist AMD, in exercising the rights granted to it hereunder: 7.6.1 specifications for masks, materials, chemicals, consumables and/or equipment to contractors or suppliers; 7.6.2 wafers and/or information to have equipment maintained; or 7.6.3 equipment lists and simple process flow information, excluding detailed process flow information or detailed process specifications, as necessary in order to enable installation of a process in a fabrication facility or to design and construct a facility to practice such process. Such disclosures will not be made without a written agreement between the disclosing party and the recipient. Such agreements shall be subject to the following: (a) such agreements must obligate the recipient to utilize the disclosed information solely for the benefit of the discloser and for no other purpose, and solely in furtherance of the purposes set forth in this Section 7.6; (b) such disclosures shall be subject to confidentiality terms that are the same or substantially similar to those set forth in this Agreement, and at a minimum must have a confidentiality term that is no shorter than that set forth herein; and (c) the disclosing Party shall use reasonable efforts to negotiate a provision in the agreement whereby IBM would be granted third party beneficiary status (or the equivalent under whatever law applies to the agreement), to the extent permitted by law, with an independent right to enforce the confidentiality and license provisions of the agreement. For the avoidance of doubt, AMD shall have the right under this Section 7.6 to disclose portions of Specific Results as may be incorporated into a Derivative Process as set forth in Sections 7.7 and 8.1, for the same purposes and subject to the same limitations as set forth herein. Moreover, AMD shall have the right to disclose those portions of Specific Results listed below to their customers, solely for the purpose of enabling sales of Integrated Circuits embodying the Specific Results to such customers. Such portions shall include the following: • Process roadmap and development schedule for Process Development Projects; • Time schedule for development of device model library, and SPICE parameters; • Design rules for each Process Development Project; and • Simplified process flow (indicative of rough number of process and mask steps). Such disclosures will not be made without a written agreement between the disclosing party and the recipient that, at a minimum, shall have a term of confidentiality no shorter than that set forth herein, and that limit such recipient’s use of such information to the purposes set forth herein. 7.7 As set forth in Section 8.1, AMD has the right to utilize one or more aspects of Bulk CMOS Information in their development of the Derivative Process. AMD shall have the right to disclose and sublicense as specified in Section 8 such Derivative Processes to its Wholly Owned Subsidiaries and their Related Subsidiaries at any time (such disclosures being subject to the conditions set forth in Section 7.5). AMD shall also have the right to disclose and sublicense as specified in Section 8 such Derivative Processes to Third Parties, as follows: (i) to not more than *** (***) Third Parties in total under this Agreement subject to Section 7.7(ii), *** (***)*** of the applicable Process Development Project and to AMD’s flash memory venture for the purpose of producing flash memory products, no earlier than *** of the applicable Process Development Project. It is understood that employees of AMD’s flash memory partner working within AMD’s flash memory venture might be exposed to such disclosed information and such exposure shall not constitute a disclosure under this Section nor a breach of any confidentiality obligations hereunder; and (ii) to an *** of ***, no earlier than *** of the applicable Process Development Project. Such sublicenses will not be granted without a written agreement between the disclosing party and the sublicensee. Such sublicenses and sublicense agreements shall be subject to the following: (a) such sublicenses must be for the entire Derivative Process, and not solely or primarily those portions of the Derivative Process derived from the Specific Results; (b) such sublicenses shall specifically exclude the right for the Third Party to utilize all or any aspect of the Derivative Process to develop, derive, or otherwise create a fabrication process to fabricate SOI Integrated Circuits; (c) such sublicenses shall be subject to confidentiality terms that are the same or substantially similar to those set forth in this Agreement, and at a minimum must have a confidentiality term that is no less than that set forth herein; (d) such sublicense shall terminate, with immediate effect if the Third Party undergoes any of the following: becomes insolvent, is dissolved or liquidated, files or has filed against it a petition in bankruptcy, reorganization, dissolution or liquidation or similar action filed by or against it, is adjudicated as bankrupt, or has a receiver appointed for its business; *** Confidential information omitted and filed separately with the Securities and Exchange Commission. has all or a substantial portion of its capital stock or assets expropriated or attached by any government entity; or ***, undergoes a Change of Control (as such term is defined in Section 12.3 of this Agreement, as modified to apply to such sublicensee instead of AMD); and (e) to the extent permitted by law, such agreement shall grant IBM third party beneficiary status (or the equivalent under whatever law applies to the sublicense agreement) with an independent right to enforce the confidentiality and license term of the agreement. If AMD fails to reach an agreement with its disclosee(s) on such third party beneficiary status, then IBM shall discuss and negotiate with AMD for a possible alternative to this sub-section (e). 7.8 Notwithstanding any other provision of this Agreement, AMD shall not be prevented from furnishing or disclosing technical information developed solely by AMD, or by AMD and Third Parties (other than Toshiba and Sony) to any Third Party. Further, with respect to technical information developed by AMD and Sony or Toshiba outside the scope of this Agreement (deemed for the purpose of this sentence to include the scope of the Sony, Toshiba, IBM “S” Process Development Agreement) AMD shall not be prevented from furnishing or disclosing such technical information to any Third Party. Further, disclosure of such technical information shall not be prevented even if a minor portion of Bulk CMOS Information embodied in Specific Results is commingled with and constitutes an inseparable element of such technical information. If any dispute arises with regard to the definition of “minor portion” prior to disclosure, the Management Committee shall resolve such dispute. No royalties shall be payable in connection with the disclosures permitted by this Section 7.8. In addition, AMD may request permission in writing from IBM to disclose Specific Results, in addition to that set forth in Sections 7.5, 7.6 and 7.7 to Third Parties. IBM will consider and respond in writing to each such request. 7.9 IBM shall have the right to disclose Specific Results to any Subsidiary or any Third Party, at any time and for any purpose, and such recipients shall have the right to disclose Specific Results to their Subsidiaries, provided that such disclosures shall be subject to appropriate confidentiality terms that, at a minimum, shall have a term of confidentiality no shorter than that set forth herein. 7.10 With respect to information that does not relate to the Process Development Projects and which is considered confidential by either Party, it is not the intention of either Party to disclose to or obtain from the other Party any such information. In particular, the Parties acknowledge that IBM has other development projects and relationships being conducted in the ASTC facility, and the Parties shall take reasonable precautions to limit the *** Confidential information omitted and filed separately with the Securities and Exchange Commission. disclosure and receipt of information unrelated to Process Development Projects. In the event that a Representative of one Party obtains any such information of the other Party that is designated as confidential or which should from its nature be understood to be confidential, the Technical Coordinators of both Parties shall be informed, and any such information in tangible form shall promptly be returned to said originating Party. Nothing in this Agreement shall convey any right to said Party to use said tangible information for any purpose. However, any non-tangible information related to said information which is retained in the minds of the Party’s employees will be treated as Specific Results.

INFORMATION TRANSFERS. 7.1 Without any liability to the other Parties for patent infringement or failure to notify, each Party agrees to promptly notify the other Parties in writing, of any patents or other intellectual property rights of Third Parties (other than those of such Party's Subsidiaries) of which it becomes aware, which, in the sole opinion of said Party, said Party reasonably believes may relate to the use of Specific Results or Background Know-How. In such instance, the Parties shall reasonably cooperate with each other to exchange information related to such potential Third Party intellectual property issues. However, none of the Parties shall have any obligation hereunder to conduct patent searches or studies in relation to the Process Development Projects prior to notifying the other Parties of any licenses it may have under any particular patent. The Parties recognize that each of them has patent license arrangements with Third Parties and that it is the individual responsibility of each Party to secure any rights under the patents of Third Parties which may be needed to enable it to manufacture and/or market the product (including products manufactured using the process technology to be developed under the Process Development Projects) at such time as it determines in its sole judgement that such action is required. 7.2 Any confidential information disclosed by one Party to another in performance of the Process Development Projects shall be designated with an appropriate and conspicuously obvious legend, such as "IBM Confidential" or "Chartered Confidential" or "IFX Confidential" or ", Samsung Confidential," as the case may be, such legends to clearly indicate to a person viewing or otherwise accessing such information that it is of a confidential nature to the disclosing Party. Any such disclosure that is made orally shall be confirmed in writing under a like designation within thirty (30) days after the date of such disclosure. The Technical Coordinators shall monitor and keep records of all such disclosures of confidential information and shall ensure that it is properly marked as confidential, and record the date of receipt. Specific Results generated pursuant to the Process Development Projects and any confidential information that is included in Specific Results shall be clearly designated by the Technical Coordinators with an appropriate legend, such as "C/I/I I/S Confidential". For the avoidance of doubt, for materials created under the Three Way Agreement, such appropriate legend shall include legends that list less than all four of the Parties in the case of Specific Results generated pursuant to the 300mm 65nm Process Development Project and the 300mm 45nm Process Development Project. Notwithstanding the foregoing labelling requirements, Specific Results and Background Know-How are deemed to be confidential whether or not labelled as such. Further, in the event that a Representative of either any Party obtains information relating to the Process Development Projects in tangible form which is not designated as confidential in accordance with this Section 7.2, but which from its nature appears likely to be confidential, such Representative will notify the Technical Coordinators who then will decide whether or not such information can and should be thereafter treated as confidential. The Technical Coordinators shall either both agree that such information is non-confidential or have all copies of such information in tangible form promptly marked with the appropriate legend identifying its confidentiality.

INFORMATION TRANSFERS. 7.1 Without any liability to the other Parties for patent infringement or failure to notify, each Party agrees to promptly notify the other Parties Party in writingwriting or provide oral notification, as the case may be, of any patents or other intellectual property rights of Third Parties (other than those of such Party's Subsidiaries) of which it becomes aware, which, in the sole opinion of said Party, said Party reasonably believes may relate to the use of Specific Results or Background Know-HowResults. In such instance, the Parties shall reasonably cooperate with each other to exchange information related to such potential Third Party intellectual property issues. However, none of the Parties no Party shall have any obligation hereunder to conduct patent searches or studies in relation to the Process Development Projects prior or to notifying notify the other Parties of any licenses it may have under any particular patent. The Parties recognize that each of them has patent license arrangements with Third Parties and that it is the individual responsibility of each Party to secure any rights under the patents of Third Parties which may be needed to enable it to manufacture and/or market the product (including products manufactured using the process technology to be developed under the Process Development Projects) at such time as it determines in its sole judgement that such action is required. 7.2 Any confidential information disclosed by one Party to another in performance of the Process Development Projects shall be designated with an appropriate and conspicuously obvious legend, such as "“IBM Confidential" ” or "Chartered “AMD Confidential" or "IFX Confidential"”, as the case may be, such legends to clearly indicate to a person viewing or otherwise accessing such information that it is of a confidential nature to the disclosing Party. Any such disclosure that is made orally shall be confirmed in writing under a like designation within thirty (30) days after the date of such disclosure. The Technical Coordinators shall monitor and keep records of all such disclosures of confidential information and shall ensure that it is properly marked as confidential, and record the date of receipt. Specific Results generated pursuant to the Process Development Projects and any confidential information that is included in Specific Results shall be clearly designated by the Technical Coordinators with an appropriate legend, such as "C“IBM/I/I AMD Confidential". Notwithstanding the foregoing labelling requirements, Specific Results and Background Know-How are deemed to be confidential whether or not labelled as such”. Further, in the event that a Representative of either any Party obtains information relating to the Process Development Projects in tangible form which is not designated as confidential in accordance with this Section 7.2, but which from its nature appears likely to be confidential, such Representative will notify the Technical Coordinators who then will decide whether or not such information can and should be thereafter treated as confidential. The Technical Coordinators shall either both mutually agree that such information is non-confidential or have all copies of such information in tangible form promptly marked with the appropriate legend identifying its confidentiality. 7.3 Except as otherwise provided in this Agreement, with respect to Specific Results and any other confidential information of either Party, which is confidential pursuant to Section 7.2 above, the Party receiving such information shall use the same efforts to avoid its publication or dissemination to Third Parties as it employs with respect to information of its own which it does not desire to be published or disseminated. For Specific Results of each Process Development Project and Background Know-How, the obligations of confidentiality shall terminate *** for each applicable Process Development Project (if this Agreement is terminated or if for some other reason a given Process Development Project is not pursued ***, such time period shall be *** of the applicable Process Development Project); in the case of Proprietary Tools, this obligation of confidentiality shall terminate *** after its disclosure by the disclosing Party; and for all other confidential information this obligation of confidentiality shall terminate *** after its disclosure by the disclosing Party. This obligation shall not, however, apply to any information that is: 7.3.1 already in or comes into the possession of the receiving Party or its Subsidiaries without obligation of confidence; 7.3.2 now, or hereafter becomes, publicly available without breach of this Agreement; 7.3.3 intentionally disclosed to or rightfully received from Third Parties without obligation of confidence; 7.3.4 independently developed by the receiving Party or its Subsidiaries; 7.3.5 approved for release by written agreement of the disclosing Party; or 7.3.6 inherently disclosed in the use, lease, sale or other distribution of any available product or service or publicly available supporting documentation therefor by the receiving Party or any of its Subsidiaries. 7.4 The receiving Party’s obligations with respect to Specific Results or any other confidential information of the disclosing Party as specified in Section 7.3, above shall not apply to any disclosure that is: 7.4.1 in response to a valid order of a court or other governmental body of any country or group of countries or any political subdivision thereof; provided, however, that the receiving Party shall first have notified the disclosing Party and made a good faith effort to obtain a protective order requiring that the information and/or documents so disclosed be used only for the purposes for which the order was issued; 7.4.2 otherwise required by law; or 7.4.3 reasonably necessary in order to establish the receiving Party’s rights, provided that such receiving Party shall provide the disclosing Party with prior written notice, except notice shall not be required where the receiving Party is attempting to establish rights in a lawsuit under this Agreement against the disclosing Party or is filing a patent under Section 11 of this Agreement. 7.5 Each Party shall have the right to disclose and sublicense as specified in Section 8 Specific Results to any of its Wholly Owned Subsidiaries and its Related Subsidiaries at any time; provided however, that such Wholly Owned Subsidiaries and its Related Subsidiaries shall agree to be bound by substantially the same terms as are applicable to said Party in Sections 7.2, 7.3, and 7.4 and the survival of same pursuant to Section 12. Further, each Party may authorize its Wholly Owned Subsidiaries and its Related Subsidiaries to whom such Party has disclosed Specific Results pursuant to this Section 7.5 to exercise some or all of its rights to disclose Specific Results under and in accordance with Section 7.6. 7.6 Subject to provisions of this Section 7.6, AMD shall have the right to disclose the following portions of the Specific Results to Third Parties, but solely for the purpose of enabling such party to assist AMD, in exercising the rights granted to it hereunder: 7.6.1 specifications for masks, materials, chemicals, consumables and/or equipment to contractors or suppliers; 7.6.2 wafers and/or information to have equipment maintained; or 7.6.3 equipment lists and simple process flow information, excluding detailed process flow information or detailed process specifications, as necessary in order to enable installation of a process in a fabrication facility or to design and construct a facility to practice such process. Such disclosures will not be made without a written agreement between the disclosing party and the recipient. Such agreements shall be subject to the following: (a) such agreements must obligate the recipient to utilize the disclosed information solely for the benefit of the discloser and for no other purpose, and solely in furtherance of the purposes set forth in this Section 7.6; (b) such disclosures shall be subject to confidentiality terms that are the same or substantially similar to those set forth in this Agreement, and at a minimum must have a confidentiality term that is no shorter than that set forth herein; and

INFORMATION TRANSFERS. 7.1 Without any liability to the other Parties Party for patent infringement or failure to notify, each Party agrees to promptly notify the other Parties Party in writing, of any patents or other intellectual property rights of Third Parties (other than those of such Party's Subsidiaries) of which it becomes aware, which, in the sole opinion of said Party, said Party reasonably believes may relate to the use of Specific Results or Background Know-How. In such instance, the Parties shall reasonably cooperate with each other to exchange information related to such potential Third Party intellectual property issues. However, none of the Parties neither Party shall have any obligation hereunder to conduct patent searches or studies in relation to the Process Development Projects prior to notifying the other Parties Party of any licenses it may have under any particular patent. The Parties recognize that each of them has patent license arrangements with Third Parties and that it is the individual responsibility of each Party to secure any rights under the patents of Third Parties which may be needed to enable it to manufacture and/or market the product (including products manufactured using the process technology to be developed under the Process Development Projects) at such time as it determines in its sole judgement that such action is required.. During the Term of this Agreement, should either Party receive one or more written claims of patent infringement that provides "notice" of patent infringement under 35 U.S.C. 287 such that the receiving Party has a reasonable apprehension of imminent litigation from such claimant under the Declaratory Judgment Act, or would constitute appropriate notice for purposes of a claim of willful infringement such that the receiving Party has a reasonable apprehension of imminent litigation from such claimant, and should such written claim(s) apply to Background Know-How from the other Party for which the noticed Party lacks sufficient technical expertise to support a competent opinion of counsel for willfulness purposes, the other Party agrees to provide such technical assistance as may be reasonably required from a technical person knowledgeable in the subject matter of such Background Know-How to which such claim(s) pertains, so as to enable the noticed Party to obtain such competent opinion of counsel. Such assistance xxxxx shall be rendered at times and locations as reasonably convenient for such technical personnel. Such support shall be limited to technical matters (i.e., shall not include legal evaluation of non-infringement alternatives or otherwise offering opinions on legal matters). Depending on the circumstances the Parties acknowledge that a joint defense agreement, common interest information sharing agreement, or other such agreement may be required to provide such support. Such support shall be provided on an "AS-IS" basis, with no representation or warranty of any kind, including any warranty as to accuracy or completeness. EXECUTION DRAFT November 26, 2002 7.2 Any confidential information disclosed by one Party to another in performance of the Process Development Projects shall be designated with an appropriate and conspicuously obvious legend, such as "IBM Confidential" or "Chartered Confidential" or "IFX Confidential", as the case may be, such legends to clearly indicate to a person viewing or otherwise accessing such information that it is of a confidential nature to the disclosing Party. Any such disclosure that is made orally shall be confirmed in writing under a like designation within thirty (30) days after the date of such disclosure. The Technical Coordinators shall monitor and keep records of all such disclosures of confidential information and shall ensure that it is properly marked as confidential, and record the date of receipt. Specific Results generated pursuant to the Process Development Projects and any confidential information that is included in Specific Results shall be clearly designated by the Technical Coordinators with an appropriate legend, such as "C/I/I Confidential". Notwithstanding the foregoing labelling requirements, Specific Results and Background Know-How are deemed to be confidential whether or not labelled as such. Further, in the event that a Representative of either Party obtains information relating to the Process Development Projects in tangible form which is not designated as confidential in accordance with this Section 7.2, but which from its nature appears likely to be confidential, such Representative will notify the Technical Coordinators who then will decide whether or not such information can and should be thereafter treated as confidential. The Technical Coordinators shall either both agree that such information is non-confidential or have all copies of such information in tangible form promptly marked with the appropriate legend identifying its confidentiality.