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IP CORE LICENSE AGREEMENT

IP Intellectual Property License Assignment Agreement

IP CORE LICENSE AGREEMENT | Document Parties: ADVANCED MICRO DEVICES INC | Broadcom and Broadcom International Limited | BROADCOM CORPORATION You are currently viewing:
This IP Intellectual Property License Assignment Agreement involves

ADVANCED MICRO DEVICES INC | Broadcom and Broadcom International Limited | BROADCOM CORPORATION

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Title: IP CORE LICENSE AGREEMENT
Governing Law: California     Date: 11/6/2008
Industry: Semiconductors     Sector: Technology

IP CORE LICENSE AGREEMENT, Parties: advanced micro devices inc , broadcom and broadcom international limited , broadcom corporation
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Exhibit 10.3

EXECUTION VERSION

AMD AND BROADCOM CONFIDENTIAL

IP CORE LICENSE AGREEMENT

THIS IP CORE LICENSE AGREEMENT (this “ Agreement ”), effective as of the Effective Date, is by and between A DVANCED M ICRO D EVICES , I NC ., a corporation organized under the laws of Delaware and having its corporate head office located at One AMD Place, Sunnyvale, CA 94088 (“ AMD ”) and B ROADCOM C ORPORATION , a corporation organized under the laws of California and having its principal place of business at 5300 California Ave., Irvine, CA 92617 (“ Broadcom ”).

W I T N E S S E T H:

WHEREAS , Broadcom, AMD and Broadcom International Limited, a Cayman Islands entity, have entered into that certain Asset Purchase Agreement dated August 25, 2008 (“ APA ”), pursuant to which Broadcom purchased and assumed, and AMD sold, transferred and assigned to Broadcom and Broadcom International Limited, certain assets and liabilities of the Business;

WHEREAS , AMD, among other things, designs, develops and markets certain advanced graphics, video and multimedia processors and licenses graphics core designs, and related software, that are retained by AMD and that are not otherwise licensed to Broadcom under the terms of the IP Cross License;

WHEREAS , Broadcom desires to license such AMD graphics cores and software technology for use within the Broadcom Field, and AMD is willing to license such technology to Broadcom, on the terms and conditions set forth in this Agreement;

NOW THEREFORE , in consideration of the mutual promises of the parties, and of good and valuable consideration, it is agreed by and between the parties as follows:

 

1.

DEFINITIONS.

1.1 Definitions . For the purpose of this Agreement the following capitalized terms are defined in this Section 1.1 and shall have the meaning specified herein. Other terms that are capitalized but not specifically defined in this Section 1.1 or in the body of the Agreement shall have the meaning set forth in the APA or the IP Cross License.

(a) “AMD Intellectual Property Rights” means the Intellectual Property Rights (other than trademarks) owned or Licensable by AMD or any of its Affiliates, that are not included in the Purchased Intellectual Property Rights, and that cover any of the AMD Technology. “AMD Intellectual Property Rights” do not include any of AMD’s Intellectual Property Rights in or to its semiconductor manufacturing Technology.

(b) “AMD Exclusive Field” means the design, development, distribution, marketing, manufacture, use, import, license and/or sale of any IP core, processor, integrated circuit or chipset, and Software operating thereon or in connection therewith, to the extent that any such IP core, processor, integrated circuit, chipset or Software (i) operates as [****] for use in [****]; (ii) (A) is able to execute the object code of any AMD Processor, (B) substantially utilizes the instruction set of any AMD

 

1

[****] = 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.


EXECUTION VERSION

AMD AND BROADCOM CONFIDENTIAL

 

Processor, or (C) has a programmer’s model that is substantially compatible with the programmer’s model of any AMD Processor. Notwithstanding the foregoing, the “AMD Exclusive Field” does not include the design, development, distribution, marketing, manufacture, use, import, license and/or sale of any of the following: (1) Current Business Products, Past Products or Roadmap Products, (2) the other products described in the “Broadcom Exclusive Field” definition in the IP Cross License, or (3) products for use as [****].

(c) “AMD Technology ” means the Technology expressly identified on Exhibit A , including the Licensed Cores, the GPG Software and the Licensed Software.

(d) “Broadcom Owned Improvements ” means the Improvements made by or for Broadcom or its Subsidiaries to the AMD Technology.

(e) “Broadcom Field” means all fields other than the AMD Exclusive Field, except that with regard to products for use as [****], the “Broadcom Exclusive Field” shall include only such [****] that are derived through the process of embedding the applicable Licensed Core into Broadcom Products (as defined in Section 3.3 below) designed and marketed for purposes other than for inclusion in [****], but that may thereafter be sold for use in [****] by altering the input/output functionality of such Broadcom Product without other further changes to customize such Broadcom Products for use in [****].

(f) “Confidential Information ” means any and all technical and non-technical information a party provides to another party hereunder that is marked or otherwise identified at the time of disclosure as confidential or proprietary or is material that should be readily recognized as confidential by the recipient, including trade secrets, know-how, firmware, designs, schematics, techniques, software code, technical documentation, specifications, plans or any other information relating to any research project, work in process, future development, scientific, engineering, manufacturing, marketing or business plan or financial or personnel matter relating to a party, its present or future products, sales, suppliers, customers, employees, investors or business, whether in written, oral, graphic or electronic form. All Broadcom Owned Improvements shall be the Confidential Information of Broadcom. All AMD Technology and Improvements to AMD Technology (other than Broadcom Owned Improvements) shall be the Confidential Information of AMD.

(g) “Derivative ” means a modified version of a Licensed Core.

(h) “Effective Date” shall be the same date as the Closing Date.

 

2

[****] = 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.


EXECUTION VERSION

AMD AND BROADCOM CONFIDENTIAL

 

(i) “First Effective Filing Date” means the earliest effective filing date in the particular country for any Patent or any application for any Patent. By way of example, it is understood that the First Effective Filing Date for a United States Patent is the earlier of (a) the actual filing date of the United States Patent application which issued into such Patent, (b) the priority date under 35 U.S.C. § 119 for such Patent, or (c) the priority date under 35 U.S.C. § 120 for such Patent.

(j) “GPG Software ” means the AMD Technology described as a “[****]” in Exhibit A .

(k) “Improvements ” means any improvements, enhancements, discoveries, developments, inventions, modifications or derivative works, whether or not patentable.

(l) “IP Cross License ” means the certain Intellectual Property Cross License Agreement between the parties of even date herewith.

(m) “Licensable ” means that, as of the Effective Date, AMD or any of its Affiliates has the right to grant to Broadcom a license or other rights within the scope of the rights granted to Broadcom under this Agreement, subject to the scope of permissible sublicense rights granted to AMD, without such grant (a) resulting in any breach or other violation of any obligation of AMD or any of its Affiliates to any Third Party (who is not an AMD Affiliate), or (b) resulting in any payment obligations of AMD to any Third Party (who is not an AMD Affiliate).

(n) “Licensed Core ” means each AMD graphics processor core specified in Exhibit A , including (i) all RTL with respect thereto and all Licensed Software and GPG Software described in Exhibit A referencing such Licensed Cores, (ii) the Improvements to the [****] to complete integration for the [****] product (each according to AMD’s current classifications) thereto that AMD provides to Broadcom under the [****] support statement of work to the Transition Services Agreement, and (iii) the deliverables with respect to the [****] core (formerly known as the [****] core) that AMD provides to Broadcom pursuant to a letter agreement among the parties with respect to such deliverables, dated on or about the signing date of the APA.

(o) “Licensed Software ” means the driver code, sample code, tools, software development kits and related documentation described in Exhibit A, but not including the GPG Software.

(p) “Open Source Software ” has the meaning ascribed to it in the APA; provided, however, that Open Source Software shall, for purposes of this Agreement, exclude the AMD Technology, Purchased Technology and Retained Technology.

(q) “Third Party ” means any person or entity other than AMD or Broadcom or any Subsidiary of AMD or Broadcom.

 

3

[****] = 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.


EXECUTION VERSION

AMD AND BROADCOM CONFIDENTIAL

 

(r) “Third Party IP” means a claim of a patent owned by a Third Party who is not an AMD Affiliate and not Licensable by AMD or any of its Affiliates, to the extent that infringement of such claim cannot be avoided in remaining compliant with any standards issued by any public or private standards body, including optional implementations thereof, including all standards issued, promulgated or maintained by the Khronos Group (including Open VG 1.0, Open GL-ES 2.0 & Open GL-ES 1.1) and Adobe Flash.

(s) “Transition Services Agreement” means the certain Transition Services Agreement between the parties of even date herewith.

 

2.

DELIVERY, RESPONSIBILITIES

2.1 Delivery of AMD Technology . AMD shall deliver the AMD Technology pursuant to the delivery terms set forth in the APA or the Transition Services Agreement, as applicable.

2.2 Integration. Except as otherwise agreed upon by the parties in writing in a statement of work to the Transition Services Agreement, Broadcom shall be solely responsible for porting and integrating the Licensed Core into a Broadcom Product and for the manufacture and testing of the Broadcom Products.

2.3 Support and Maintenance . AMD will provide certain support and maintenance services to Broadcom for the AMD Technology pursuant to a written statement of work to the Transition Services Agreement, which will also sets forth the fees and terms for such services.

 

3.

LICENSE

3.1 Licenses to Broadcom . Subject to the terms and conditions of this Agreement, AMD and its Affiliates hereby grant to Broadcom and its Subsidiaries, under the AMD Intellectual Property Rights and in and to the AMD Technology, a perpetual, irrevocable, non-exclusive, worldwide, fully-paid, royalty-free, non-transferable (except for certain assignments as provided in Section 10.3 (Assignment)), right and license solely in the Broadcom Field and without right of sublicense except as set forth in Section 3.2:

(a) to design, develop, use, make, have made, import, export, support, and maintain:

i. any Licensed Core or Derivative solely for inclusion in Broadcom Products; but only to the extent of such items and not to any new or additional functionality in such Licensed Core or Derivative (other than Technology which Broadcom is permitted to use or develop pursuant to the IP Cross License) or to the remainder of any device or product in which such items may be incorporated; or

 

4

[****] = 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.


EXECUTION VERSION

AMD AND BROADCOM CONFIDENTIAL

 

ii. any combination of the items described in clause (i) with each other or with new or additional technology, but only to the extent of the items described in clause (i) and not to any new or additional functionality added to such item (other than Technology which Broadcom is permitted to use or develop pursuant to the IP Cross License) or to the remainder of any device or product in which such items may be incorporated;

(b) to import, offer to sell, and sell Broadcom Products to the extent that such Broadcom Products contain the elements permitted pursuant to subsection (a) above; and

(c) under the AMD Intellectual Property Rights other than Patents, to modify and make (or have made) derivative works of the Licensed Software and GPG Software solely for use in connection with or as incorporated in Broadcom Products;

(d) to reproduce and distribute (through multiple tiers of distribution) the Licensed Software and the GPG Software, and any Improvements of the foregoing, but solely for use in connection with or as incorporated in Broadcom Products, and, with respect to the GPG Software, solely in machine-executable object code form; with the foregoing not to be interpreted as limiting the licenses granted by AMD or its Affiliates hereunder under any Patents in the AMD Intellectual Property Rights to distribute the Licensed Software, the GPG Software, or any Improvements to either of the foregoing, as permitted under this Section 3.1, nor to limit Broadcom or its Subsidiaries’ right to import, offer to sell, or sell Broadcom Products; and

(e) The “have made” rights refer only to third party manufacturers or other service providers solely for purposes of having products designed or made on Broadcom’s or its Subsidiaries’ behalf and not to design or make products of their own design or products made based upon the designs of Third Parties.

(f) Notwithstanding any other provision in this Agreement, in no event may Broadcom or any of its Subsidiaries or sublicensees (A) combine or incorporate any AMD Technology or any Improvement to AMD Technology with any Open Source Software, or (B) intermingle or bundle any AMD Technology or Improvements to AMD Technology with Open Source Software, or (C) link Open Source Software or any libraries or routines that constitute Open Source Software or contains elements that previously used or were linked to Open Source Software or any libraries or routines that constitute Open Source Software, with AMD Technology or Improvements to AMD Technology; in each instance in a manner that would require the disclosure or distribution of the Source Code of the AMD Technology or Improvements to the AMD Technology. Further, Broadcom shall not combine or integrate the Licensed Software with any Open Source Software in such a way to subject the Licensed Software or GPG Software to Open Source Software terms in a manner that would require the disclosure or distribution of the Source Code of the AMD Technology or Improvements to the AMD Technology, without the written authorization of AMD.

 

5

[****] = 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.


EXECUTION VERSION

AMD AND BROADCOM CONFIDENTIAL

 

(g) Broadcom shall not use or hire others to use or analyze any AMD Technology that is not otherwise publicly available for the purposes of determining if any features, functions or processes provided by the AMD Technology are covered by any patents or patent applications owned by Broadcom and then use that analysis to assert patent infringement claims against AMD.

3.2 Use of Third Parties .

(a) Subject to the terms and conditions of this Agreement, Broadcom and, its Subsidiaries may utilize third-party contractors ( “Contractors ”) in connection with its exercise of license rights under Section 3.1; provided that the use of AMD Technology by such Contractors is solely to support Broadcom or its Subsidiaries or sublicensees in connection with Broadcom’s or its Subsidiaries’ rights under this Agreement and in strict compliance with the terms of this Agreement.

(b) If any third party that received deliverables or AMD Confidential Information from Broadcom pursuant to this Agreement breaches the obligations imposed on Broadcom under this Agreement with respect to such deliverables or AMD Confidential Information, Broadcom agrees to take all reasonable actions to cure such breach. If Broadcom is unable to cure such breach within ten (10) Business Days after Broadcom receives written notice of such breach from AMD, then Broadcom shall terminate the third party’s right to use and possess such AMD Confidentia


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