Common use of Other Software Clause in Contracts

Other Software. The license of Other Software will be agreed upon by the Parties pursuant to the Change Control Procedures, as a Special Project, or as part of the Annual Budget Process. At such time, the Parties will agree whether the Other Software will be licensed by AMD and sublicensed to Spansion, or whether Spansion will obtain the license to the Other Software directly with sufficient rights for AMD to use the Other Software on Spansion’s behalf. If licensed by AMD, Spansion will bear any associated license and maintenance fees as either a Pass-Through Expense or as part of the AMD internal Fees, except to the extent already included as an AMD internal Fee or Pass-Through Expense, in which case AMD shall itself bear such expense and not charge Spansion therefor. In the event Spansion must pay license fees for Other Software directly, and such fees are included in the AMD internal Fees or Pass-Through Expenses, AMD shall reimburse Spansion for such amount, due within ninety (90) days of Spansion’s notification to AMD thereof. The foregoing shall not apply to Software licensed to Spansion under a Statement of Work attached hereto as of the Amendment Date.

Other Software. The license of Other Software will be agreed upon by the Parties pursuant to the Change Control Procedures, as a Special Project, or as part of the Annual Budget Process. At such time, the Parties will agree whether the Other Software will be licensed by AMD Spansion and sublicensed to SpansionAMD, or whether Spansion AMD will obtain the license to the Other Software directly with sufficient rights for AMD Spansion to use the Other Software on SpansionAMD’s behalf. If licensed by AMDSpansion, Spansion AMD will bear any associated license and maintenance fees as either a Pass-Through Expense or as part of the AMD Spansion internal Fees, except to the extent already included as an AMD Spansion internal Fee or Pass-Through Expense, in which case AMD Spansion shall itself bear such expense and not charge Spansion AMD therefor. In the event Spansion AMD must pay license fees for Other Software directly, and such fees are included in the AMD Spansion internal Fees or Pass-Through Expenses, AMD Spansion shall reimburse Spansion AMD for such amount, due within ninety (90) days of SpansionAMD’s notification to AMD Spansion thereof. The foregoing shall not apply to Software licensed to Spansion AMD under a Statement of Work attached hereto as of the Amendment Date.