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