EXHIBIT 10.48(a)
AMENDMENT NO. 1 to the
C-4 TECHNOLOGY TRANSFER AND LICENSE AGREEMENT
The C-4 TECHNOLOGY TRANSFER AND LICENSE AGREEMENT between Advanced
Micro Devices and International Business Machines Corporation, effective as of
June 17, 1996, is hereby amended as follows:
1. On page 1 of the Agreement, new WHEREAS clauses are added and the last
WHEREAS clause on page 1 is amended as follows:
Add the following new WHEREAS clauses after the third WHEREAS clause:
"WHEREAS, IBM has developed certain [*] and [*] processes known as [*]
processes, and these are the subject of proprietary rights of IBM in
the valuable technology related thereto;
WHEREAS, AMD desires to obtain licenses and other information and
rights from IBM in order to become a user of such [*] processes of
IBM, upon the terms and conditions provided herein;"
Amend the fourth line of the last WHEREAS clause by adding, after
"processes", "and [*] processes".
2. In Section 1 - Definitions, amend the definitions for LICENSED PRODUCTS and
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LICENSED TECHNOLOGY and add new definitions for [*] ELEMENTS, [*] PRODUCT, [*]
and [*] TECHNOLOGY as follows:
In "LICENSED PRODUCTS", delete "and" in the fourth line, replace "." in
the fifth line with ", and", and add "v.) [*] PRODUCTS." in the sixth line.
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In "LICENSED TECHNOLOGY", in the third line, replace "C-4 TECHNOLOGY" with
"C-4 TECHNOLOGY and [*] TECHNOLOGY", and in the eighth and ninth lines, delete
"or to the forming of the pads and solder elements of a [*] for a [*]
substrate,".
Add new definitions for [*] ELEMENTS, [*] PRODUCT, [*] SUBSTRATE and [*]
TECHNOLOGY as follows:
"[*] shall mean [*].
'[*] ELEMENTS' shall mean an [*] used to join a [*] SUBSTRATE to the
next (higher) level of packaging.
'[*] PRODUCT' shall mean a [*] SUBSTRATE having at least one [*]
ELEMENT.
'[*] SUBSTRATE' shall mean a [*] article, having an [*], which is used
to join together and/or carry one or more electronic components and
which is prepared for use with the [*] TECHNOLOGY.
'[*] TECHNOLOGY' shall mean: (1) the [*] in an [*]; (2) the [*] of [*]
ELEMENTS to an [*] on a [*] SUBSTRATE; (3) the joining of the [*]
ELEMENTS to the [*] on the [*]; and (4) the [*] of the [*] SUBSTRATE
with the [*] ELEMENTS; and (5) the [*] of [*] ELEMENTS from the [*] of
a [*] SUBSTRATE and the [*] of the [*]."
3. In Section 2 - Licenses, amend Sections 2.1 and 2.3 as follows:
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In Section 2.1, fourth line, after "royalty-bearing" insert "(except for
LICENSED PRODUCTS which are made, used or sold using the [*] TECHNOLOGY
and require no other portion of the LICENSED TECHNOLOGY for their
manufacture, use or sale)", and add a new Section 2.1.7 as follows:
"2.1.7 after three (3) years from the EFFECTIVE DATE, to have another
manufacturer (but only one manufacturer at any one
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time) perform [*] TECHNOLOGY solely for LICENSED PRODUCTS, and solely for AMD
for resale under Section 2.1.4, provided that:
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2.1.7.1 such another manufactuer enters into an agreement with AMD with
terms and conditions acceptable to IBM regarding confidentiality, reverse
engineering of the MATERIALS per Section 3.3.2, such another
manufacturer's improvements to the LICENSED TECHNOLOGY, and the licensing
of such another manufacturer's improvements to the LICENSED TECHNOLOGY to
IBM at no cost to IBM, and
2.1.7.2 such another manufacturer is either:
2.1.7.2.1 geographically located in the United States, or
2.1.7.2.2 with IBM's prior written approval, geographically located
outside the United States. IBM reserves the right to grant written
approval so that both parties are assured that intellectual property
licensed in this Agreement will be accorded adequate protection or
enforcement in the geographic location of the proposed another
manufacturer or with respect to the potential partner(s), if any,
with AMD in the proposed another manufacturer. IBM will share with
AMD information that is considered to be objective, or information
available in the trade that IBM feels to be reliable, which
reasonably identifies legitimate concerns regarding the commercial
and/or intellectual property integrity and/or geographic location
and/or financial stability of the proposed another manufacturer;".
In Section 2.3.2, first line, replace "BA" with "BA and [*] TECHNOLOGY".
4. In Section 3 - Transfer of LICENSED TECHNOLOGY, amend Sections 3.1 and 3.2
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as follows:
Replace the first 19 lines of Section 3.1 with the following:
"3.1 IBM shall transfer to AMD, only at its wholly-owned Austin, Texas
or Santa Xxxxx County, California facility, the LICENSED TECHNOLOGY as
practiced as of the EFFECTIVE DATE (except as of the effective date of
Amendment No. 1 to this Agreement for the [*] TECHNOLOGY) in IBM's
Burlington, Vermont and Bromont, Canada facilities (or IBM's East
Fishkill, New York facility for the [*]
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TECHNOLOGY). The parties understand and agree that the only processes
to be transferred and installed at AMD are the [*] (wherein [*] and
[*] are evaporated through a metal mask onto selected sites of an
integrated circuit, the integrated circuit with [*] and [*] is joined
to a CERAMIC CHIP CARRIER, and the joined integrated circuit and
CERAMIC CHIP CARRIER are [*] and the [*] TECHNOLOGY, both as more
particularly defined as the LICENSED TECHNOLOGY. Except as provided
herein, there is no obligation whatsoever to transfer any other know-
how or other information including know-how or information relating:
to MATERIALS, or the joining of an integrated circuit to an ORGANIC
CHIP CARRIER, or to the forming of the pads and solder elements of a
ball grid array for an organic ball grid array substrate;"
Amend Section 3.2, line 1, by adding "East Fishkill, New York," before
"Burlington", line 9, by adding, after "Agreement", "(except for
documentation items for the [*] TECHNOLOGY)", and line 11, by adding at
the end of the following:
"The transfer of documentation items related to the [*] TECHNOLOGY as
specified in Appendix A shall commence within thirty (30) days from
the effective date of Amendment No. 1 to this Agreement and be
completed within ninety (90) days thereafter."
5. In Section 5 - Technical Assistance, amend Sections 5.1.1, 5.3 and 5.4 as
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follows:
In Section 5.1.1, line 2 after "facilities" insert "(or IBM's East
Fishkill, New York facility for the [*] TECHNOLOGY)".
In Section 5.3, line 4, after "TECHNOLOGY" insert "(except for the [*]
TECHNOLOGY)", line 5, after "therewith," insert "and a maximum of 100
person-hours of assistance in the transfer of the [*] TECHNOLOGY to AMD
and technical assistance in connection therewith,", and line 8, after
"facilities" insert "(or IBM's East Fishkill, New York facility for the
[*] TECHNOLOGY)".
In Section 5.4, line 1, after "person-weeks" insert "and 100
person-hours", and line 11, after "facilities" insert "(or
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IBM's East Fishkill, New York facility for the [*] TECHNOLOGY)".
6. In Section 6 - Compensation, amend Sections 6.1, 6.11, 6.12, 6.13 and 6.14
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and add a new Section 6.11 as follows:
In Section 6.1, first line, after "TECHNOLOGY" add "(except for the
[*] TECHNOLOGY)".
Renumber present Sections "6.11", "6.12", "6.13" and "6.14" to "6.12",
"6.13", "6.14" and "6.15".
Add a new Section 6.11 as follows:
"6.11 In consideration for the [*] TECHNOLOGY to be transferred,
and transfer thereof and technical assistance to be provided and
license granted therefor hereunder, AMD agrees to pay IBM upon the
execution of Amendment No. 1 to this Agreement a technology license
fee in the sum of [*], which sum shall be nonrefundable and
noncancelable, notwithstanding any termination or expiration of
this Agreement under any Section of this Agreement, provided,
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however, such nonrefundability and noncancelability will not
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preclude the award of damages by a court of competent
jurisdiction."
7. In APPENDIX A, amend Sections A5, A6, A7 and A8 and add new Sections A5 and
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A10 as follows:
Amend Section A5, third line, by replacing "A4" with "A5", and renumber
Sections "X0", "X0", "X0" and "A8" to "X0", "X0", "X0" and "A9".
Add new Sections A5 and A10 as follows:
"A5 Engineering, process, manufacturing and material
specifications, as applicable, for [*] TECHNOLOGY, as of the
effective date of Amendment No. 1 to this Agreement. The
process for [*] TECHNOLOGY to be transferred is made up of the
following process
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steps for which applicable documentation will be provided:
[*]
"A10 with respect to the [*] TECHNOLOGY, documentation as to test
vehicle design, [*] test vehicle and thermal parts; design
guidelines (i.e., chip size, C4 footprint, leads per substrate
(populated and depopulated) reliability data and models, failure
analysis methods and layer optimization); test and product sockets
(documentation limited to supplying vendors and test and damage
limits; no socket design information to be provided); testers and
test handling equipment; and second level assembly processes."
8. In APPENDIX B, amend Sections B2, B2.3 and B3.1 and add new Section B3.2 as
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follows:
Amend Sections B2, B2.3 and B3.1 as follows:
In Section B2, first paragraph, third line, after "effort" add (except
for technical assistance pertaining to the [*] TECHNOLOGY) and 100
person-hours for technical assistance pertaining to the [*] TECHNOLOGY."
In Section B2.3, third line, after "facilities" add "(or IBM's East
Fishkill, New York facility for the [*] TECHNOLOGY)", and fifth line,
after "Licensed Technology." add "Tours of IBM's test operations in
Burlington, Vermont associated with the [*] TECHNOLOGY are excluded from
this Section B2.3".
In Section B3.1, first line, after "assistance" add "pertaining to the
LICENSED TECHNOLOGY (not including the [*] TECHNOLOGY)" and change "and"
to "and/", and third line, replace "5.3" with "5.4".
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EXCHANGE COMMISSION.
Add new Section B3.2 as follows:
"B3.2 Additional technical assistance pertaining to the [*]
TECHNOLOGY beyond 100 person-hours and/or 24 months from the
EFFECTIVE DATE will be supplied by IBM at AMD's expense, as
specified in Section 5.4 of the Agreement."
Except as hereby amended, all other terms and conditions of the C-4 TECHNOLOGY
TRANSFER AND LICENSE AGREEMENT shall continue in full force and effect.
IN WITNESS WHEREOF, the parties have caused this Amendment No. 1 to be executed
as of the date written below. This Amendment No. 1 shall be effective as of the
date of the last signature below.
INTERNATIONAL BUSINESS ADVANCED MICRO
MACHINES CORPORATION DEVICES
/s/ Xxxx Xxxxxxx /s/ Xxx Xxxxxxxx
By: __________________________ By: ___________________________
Xxxx Xxxxxxx X. Xxxxxxxx
2/21/97 2/20/97
Date: ________________________ Date: _________________________
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EXCHANGE COMMISSION.
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