Amendment To Joint Venture Lic

Amendment To Joint Venture License Agreement - Advanced Micro Devices Inc. and Fujitsu Ltd.(Apr 01, 1999)

                                    AMENDMENT

                                       TO

                         JOINT VENTURE LICENSE AGREEMENT

THIS AMENDMENT (this "Amendment"), effective as of April 1, 1999, is
made among
                      ---------
ADVANCED MICRO DEVICES, INC., a corporation organized and existing
under the laws of the State of Delaware, United States of America,
with its chief executive office and principal place of business at One
AMD Place, Sunnyvale, California 94088, United States of America
("AMD"), FUJITSU LIMITED, a
                                             ---
corporation organized and existing under the laws of Japan, with its
registered place of business at 1-1, Kamikodanaka 4-Chome, Nakahara-ku,
Kawasaki 211-8588, Japan ("Fujitsu"), and FUJITSU AMD SEMICONDUCTOR
LIMITED, a joint venture
        -------
organized and existing under the laws of Japan, with its registered
office at 6, Kogyo Danchi, Monden-machi, Aizuwakamatsu-shi,
Fukushima-ken 965-0845, Japan ("FASL").
  ----
                                   WITNESSETH:

WHEREAS, AMD and Fujitsu formed FASL pursuant to the Joint Venture
Agreement between AMD and Fujitsu dated March 30, 1993 and certain
related agreements (collectively, the "FASL Agreements");
                    ---------------

WHEREAS, pursuant to the FASL Agreements, FASL manufactures
electrically programmable read only memory and flash memory integrated
circuit devices ("Products") which are purchased by AMD and Fujitsu
pursuant to the FASL Agreements, including without limitation, the
Sales and Purchase Agreement of FASL Products among Fujitsu, AMD and
FASL dated September 8, 1995, as amended by Memorandum of Understanding
dated October 18, 1995, Memorandum dated February 19, 1996, Memorandum
dated March 14, 1996, Memorandum dated May 16, 1996, and Memorandum
dated July 13, 1998 (as amended, the "Sales and Purchase Agreement");
                                                 ----------------------------

WHEREAS, AMD, Fujitsu and FASL *****;

WHEREAS, *****.

NOW, THEREFORE, AMD, Fujitsu and FASL agree as follows:

Confidential treatment has been requested for portions of this exhibit. 
The copy filed herewith omits the information subject to the
confidentiality request.  Omissions are designated as *****.  A
complete version of this exhibit has been filed separately with the
Securities and Exchange Commission.

                                       1



                                    ARTICLE I
                                   Definitions

SECTION 1.1    Definitions. Capitalized terms not otherwise defined in
this Amendment are used with the definitions assigned to them in the
Joint Venture License Agreement.

SECTION 1.2    Construction. In this Amendment, unless the context
requires otherwise, references to Sections are to Sections of the
Joint Venture License Agreement. Section headings are inserted for
reference only and shall not affect the construction of this
Amendment.

                                   ARTICLE II
                                   Amendments

SECTION 2.1    The Joint Venture License Agreement shall be amended as
more particularly set out below. In all other respects, the Joint
Venture License Agreement shall remain in full force and effect.

(a)  Section 1.7 shall be deleted in its entirety, and replaced with
the following text:

     *****

                                   ARTICLE III
                                  Miscellaneous

SECTION 3.1    Miscellaneous.

(a)  This Amendment is limited as specified and shall not constitute a
     modification, amendment or waiver of any other provision of the Joint
     Venture License Agreement or any other provision of any other FASL
     Agreement. Except as specifically amended by this Amendment, the Joint
     Venture License Agreement shall remain in full force and effect and is
     hereby ratified and confirmed.

(b)  This Amendment may be executed in counterparts, each of which shall be
     deemed an original, and all of which shall constitute one and the same
     instrument.

Confidential treatment has been requested for portions of this exhibit.  The
copy filed herewith omits the information subject to the confidentiality
request.  Omissions are designated as *****.  A complete version of this exhibit
has been filed separately with the Securities and Exchange Commission.

                                       2



(c)  The provisions of Article 7 (Exchange of Information and Confidentiality)
     of the Joint Venture License Agreement shall apply, mutatis mutandis, to
     all information exchanged among parties, as amended by this Amendment.

(d)  This Amendment shall be effective as of April 1, 1999.

Confidential treatment has been requested for portions of this exhibit. The copy
filed herewith omits the information subject to the confidentiality request.
Omissions are designated as *****. A complete version of this exhibit has been
filed separately with the Securities and Exchange Commission.


IN WITNESS WHEREOF, each of the parties set out below has caused this Amendment
to be duly executed by its respective, duly authorized officer as of the date
first above written.


ADVANCED MICRO DEVICES, INC.

         /s/ Fran Barton
--------------------------------------------

By       Fran Barton
    ----------------------------------------

Title    Sr. Vice President, CFO
       -------------------------------------



FUJITSU LIMITED

         /s/ K. Shirai
--------------------------------------------

By       Kazunari Shirai
    ----------------------------------------

Title    Senior Vice President
       -------------------------------------



FUJITSU AMD SEMICONDUCTOR LIMITED

         /s/ K. Yanagida
--------------------------------------------

By       Kimio Yanagida
    ----------------------------------------

Title    President
       -------------------------------------

Confidential treatment has been requested for portions of this exhibit.  The
copy filed herewith omits the information subject to the confidentiality
request.  Omissions are designated as *****.  A complete version of this exhibit
has been filed separately with the Securities and Exchange Commission.

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