COOPERATION AGREEMENT

Exhibit 10.59

Redacted Version

Confidential Treatment Marked

Cooperation Agreement

(hereinafter referred to as the “ Agreement ”)

between

- hereinafter referred to as “ Saxony ” -

and

- hereinafter referred to as “ AMD ” -

and

- hereinafter referred to “ M+W ” -

Saxony, AMD and M+W will each be hereinafter referred to as a “ Party ” and together as the “ Parties ”.

Contents

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PREAMBLE

The maintenance and development of Saxony as a center for microelectronics, in particular, of Dresden as a high-technology location, is a top priority political and structural goal of Saxony, in order to maintain existing and secure new qualified jobs. AMD intends to build a new facility in Dresden for the production of 300mm silicon wafers on which integrated circuits, particularly for microprocessors, will be manufactured (the “ Wafers ”). In addition to production, own research and development on a considerable scale to develop up to suitability for industrial production semiconductor manufacturing technology will be carried out at the new facility.

In December 2002, AMD entered into an extensive agreement with IBM for joint development (the Joint Development Agreement, hereinafter referred to as the “ JDA ”) of a technological basis for the production of chips for high-performance products of the future. The JDA encompasses cooperation on the 65- and 45 nm technology generations with the possibility of even smaller sized structures. This groundwork will be carried out on the basis of the 300 mm Wafers. AMD intends to use the results of this groundwork under the JDA in a new wafer production facility in particular for micro processors to be built in Dresden (hereinafter referred to as “ Fab X ”) with the support and participation of Saxony, to develop them to the industrial production stage and to manufacture them. The manufacturing technology is intended to be adjusted, by continuous and rapid improvement, to the requirements of mass production and further developed in accordance with market requirements. The management consultancy Arthur D. Little GmbH has on the instructions of Saxony examined and confirmed the technical and economic feasibility of Fab X in a report (hereinafter referred to as the “ ADL Report ”).

Fab X is intended to be built beside the existing Fab 30. The commencement of industrial production is planned for 2006. The full capacity for the exclusive requirements of AMD is intended to be [***]* Wafer outs per month. Buildings and clean room are designed for a capacity of [***] * Wafer outs per month, [***] *. Up to approx. 1,035, and [***] * up to 1,400 -qualified new jobs are intended to be created in Fab X. Additional jobs at suppliers will also result. Saxony attaches particular importance on the fact that the technological and financial basis of Fab X is secured as much as pos-

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sible and will be further developed in Fab X and furthermore that its capital bears reasonable interest (“ stand alone ”). A declaration of intent was entered into between Saxony and AMD on [***]* , concerning the cooperation. The said declaration of intent is attached as Appendix A to this Agreement, the purpose of which is to implement the declaration of intent.

Fab X is intended to be built and operated by a special purpose entity in the form of a German limited partnership. The Parties intend to hold capital interests in such entity, and it is up to them whether they hold such interests directly or through separate holding companies, however, the contribution of Saxony and of M+W will partly be made in the form of a limited partner participation, and partly in the form of a typical silent partner participation. In addition, M+W simultaneously enters into a general contractor’s agreement for the construction of the necessary building modules and infrastructure. The general contractor’s agreement is attached as Appendix B hereto.

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On the instructions of Saxony and on the basis of information and intended plans provided by AMD and AMD’s subsidiaries – in particular the business plan provided, ADL has prepared the ADL Report on the economic and technological feasibility. For reasons of strict confidentiality, the ADL Report is not attached to this Agreement, but one copy each will be provided to Saxony as principal, AMD and M+W. Saxony will grant to AMD Fab X a right of co-use in the ADL Report. The ADL Report is to be treated with the strictest confidentiality within the recipients’ organizations. AMD warrants that the information provided to ADL by AMD and AMD subsidiaries for the purpose of ADL preparing the expert opinion was given to the best of their knowledge and belief and that the business plan was drawn up according to recognized commercial principles. If the forecasts do not come to pass and/or the plans are not achieved, even though the information provided to ADL for the purpose of their preparing the report was correct and complete to AMD’s best knowledge and belief and even though the business plan was drawn up according to recognized commercial principles, this shall not affect the reciprocal rights of the Parties.

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Of the Limited Partners’ Capital Contribution I initially a total of [***] ^* , i.e. [***] ^* for the AMD subsidiaries and [***] ^* for Saxony, and [***] ^* for M+W, will be entered in the Commercial Register as the liability capital sums of those partners after taking effect of this Cooperation Agreement. The entry of the liability capital, which has been increased by [***]* up to [***] ^* , will be caused simultaneously for all partners upon achievement of Saxony’s first milestone (LM I) according to the milestone regulation attached as Appendix 4.1.1 . The AMD subsidiaries have the right to increase prematurely the liability contribution to be made by them. The Limited Partners’ Capital Contribution I will become due at the dates set out in Appendix 4.1.1 . The second sentence of Section 4.1.3 shall also apply to the Limited Partners’ Capital Contributions I.

The Capital Contributions II shall become due at the dates set out in Appendix 4.1.1 and will be paid in the installments as specified therein in more detail. t However, the Capital Contribution I and the first installment of Capital Contri-

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bution II by Saxony and by M+W will become due no earlier than at such date when transfer of title to the real estate as described in Appendix 4.2.2 of AMD Saxony Limited Liability Company & Co. KG (“ AMD Saxony ”) to AMD Fab X has been effected or instead the title re-registration has been applied for and the entry of such re-registration merely only requires issuance of the official record of changes by the municipal surveying authority and conveyance on the basis of such official record of changes.

The silent partner capital contributions shall become due at the dates set out in Appendix 4.1.1 and will be paid in the installments as specified therein in more detail. However, the first installment of each silent partner capital contribution will become due no earlier than at such date when transfer of title to the real estate as described in Appendix 4.2.2 of AMD Saxony Limited Liability Company & Co. KG (“ AMD Saxony ”) to AMD Fab X has been effected or instead the title re-registration has been applied for and the entry of such re-registration merely only requires issuance of the official record of changes by the municipal surveying authority and conveyance on the basis of such official record of changes.

All limited partners and silent partners shall have the right to waive the requirement that one or all of the specified requirements are satisfied before the

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Limited Partners’ Capital Contributions I or II or, insofar as applicable, their silent partner capital contributions become due by written notice to the respective other Parties / AMD Fab X.