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Exclusive: Intel Tells Us Why AMD is Wrong

By - Source: Tom's Hardware US | B 69 comments

Tom's Hardware talks to Intel to find out more details about the cross-licensing water boiling between the two companies.

Earlier today we reported on Intel's threat to AMD, requesting compliance with the terms of the two's cross-licensing agreement or AMD must cease to sell or marketing x86 architecture products. AMD then responded to Intel's claims, indicating that it had done no wrong, and the circumstances of Globalfoundries is in compliance with the original terms of the agreement, specifically these:

3.8.  Licenses and Subsidiaries.
      -------------------------

      (a)   Intention for Subsidiaries to be Bound.

            (1)   Except as expressly set forth herein, the parties intend that
                  this Agreement shall extend to all of each party's
                  Subsidiaries. The parties agree that to the extent they are
                  not already bound, each party shall use reasonable and
                  diligent efforts to ensure that all such Subsidiaries are
                  bound by the terms of this Agreement.

            (3)   Notwithstanding the foregoing, however, both parties
                  understand and intend that there are circumstances in which a
                  party could reasonably agree in good faith with an independent
                  third party that the party would not have rights to license
                  and/or enforce Patents directed to inventions developed in
                  conjunction with employees and or contractors of
                  such third party. For example, both parties understand that it
                  could be reasonable under the circumstances for a party to
                  agree in good faith not to have rights to license and/or
                  enforce Patents directed to inventions that arise out of:
                  *****.

            (4)   Either party to this Agreement shall have the right to request
                  a written confirmation or denial from the other party to this
                  Agreement that a specific Subsidiary is (or is not) bound by
                  this Agreement. A party receiving such a request shall provide
                  such written confirmation (including a full explanation in
                  support of such confirmation or denial) within 30 days after
                  the receipt of the request.


The above is directly from the agreement signed between AMD and Intel back in early 2001.

According to AMD, it believes that Globalfoundries is a subsidiary, and thus, fully complies with the original terms. However, Intel says that based on public filings done by AMD as well as confidential ones, Globalfoundries is not a true subsidiary. Intel stated that the fact that AMD invests into building Globalfoundries does not make Globalfoundries an AMD subsidiary.

We were also told that there has been some left-handed funds transferring by AMD and ATIC. According to Intel, it did not agree to have more than one controlling parent company run the new corporate entity, and that AMD did not approach Intel in a reasonable fashion about this. Intel also mentioned that it did not agree to this from the beginning. The way that Globalfoundries is set up, allows ATIC and its subsidiaries to utilize x86 technologies. Intel says that even the public filing from AMD indicates evidence that Globalfoundries is not a true subsidiary.

Intel also points to AMD's FCC filing claims, which defer from AMD's public claims of what greater than 50-percent ownership means. On AMD's public filing, it claims that it invested $1.2 billion into the company plus assets to match, but there was a cutback from ATIC to AMD in the form of roughly $900 million, lowering AMDs cash investment down to just roughly $300 million. In AMD's FCC filing, it indicated that it only owns 34.2 percent, not the 50-percent that Intel says AMD is claiming.

In fact, Intel says that Globalfoundries has very powerful veto-power over decisions that AMD makes. Under some situations, AMD would have to go to Globalfoundries for approval on certain contractual IP agreements that it wants to sign with Intel.

From Globalfoundries' press release:

ATIC will invest $2.1 billion to purchase its stake in The Foundry Company, of which it will invest $1.4 billion directly in the new entity and the remainder will be paid to AMD to purchase additional shares in The Foundry Company.  The Foundry Company will also assume approximately $1.2 billion of AMD’s existing debt.  ATIC has committed additional equity funding to The Foundry Company of a minimum of $3.6 billion and up to $6.0 billion over the next five years to fund the expansion of The Foundry Company’s chip-making capacity beyond the manufacturing facilities initially contributed by AMD.

Intel's Chuck Mulloy also explained to us that AMD's threat of using other patent agreements to threaten Intel into stepping down is also a breach of their own. Mulloy told Tom's Hardware that AMD and Intel are at the table specifically to discuss the patent agreement signed in 2001, not about things to do with 64-bit architectures or integrated memory controllers. However, AMD stated that it would possibly terminate Intel's ability to use certain patents related to those technologies, if it did not retract its 60-day termination notice.

"x64, integrated memory controller, and such, have nothing to do with why we're giving a notice to AMD here," said Mulloy.

Michael Silverman from AMD refutes Intel's claim:

The terms of our Asset Smart transaction were crafted very carefully to ensure full compliance with the cross-license agreement.
 
The Cross License agreement states that a subsidiary is one in which a party owns or controls 50 percent of outstanding shares or voting rights; as well as owns at least 30 percent of the profit interest of the entity. AMD has 50 percent economic ownership  and 50 percent management control (voting rights) in GLOBALFOUNDRIES; and on a fully-converted  common stock basis (ATIC holds convertible notes, but they are not convertible at this time), AMD owns 34.2 percent of GLOBALFOUNDRIES. So very clearly, by definition, GLOBALFOUNDRIES is indeed a subsidiary in the Cross License Agreement.
 
A redacted version of the current cross license agreement is available here:
http://contracts.corporate.findlaw.com/agreements/amd/intel.license.2001.01.01.html

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Top Comments
  • 18 Hide
    Anonymous , March 16, 2009 11:16 PM
    F****n Intel. Can't ever seem to handle a bit of fair competition. If Intel plays nice, I've not a problem buying their stuff or recommending it. When this sort of thing happens, I go back to AMD.
  • 12 Hide
    ravenware , March 16, 2009 11:23 PM
    Quote:
    The way that Globalfoundries is set up, allows ATIC and its subsidiaries to utilize x86 technologies.


    Meaning what? They can manufacture their own x86 chips and not just the ones that AMD designs? If this is true then I would have to side with Intel.
  • 12 Hide
    ravenware , March 16, 2009 11:49 PM
    This just seems like something that could be easily resolved in a meeting.

    Both parties should stop cackling like a bunch of hens and get down to business.
Other Comments
  • 18 Hide
    Anonymous , March 16, 2009 11:16 PM
    F****n Intel. Can't ever seem to handle a bit of fair competition. If Intel plays nice, I've not a problem buying their stuff or recommending it. When this sort of thing happens, I go back to AMD.
  • 12 Hide
    ravenware , March 16, 2009 11:23 PM
    Quote:
    The way that Globalfoundries is set up, allows ATIC and its subsidiaries to utilize x86 technologies.


    Meaning what? They can manufacture their own x86 chips and not just the ones that AMD designs? If this is true then I would have to side with Intel.
  • 11 Hide
    SneakySnake , March 16, 2009 11:39 PM
    Intel has shot both AMD and itself in the foot if this goes through. AMD will undoubtably pull the plug on intel using a couple patents, flatlining the i7
  • 3 Hide
    Anonymous , March 16, 2009 11:45 PM
    If it is a breach on the agreement that AMD has its CPUs produced at GlobalFoundries then Intels resent agreement with TSMC can be considered the same. The Intel/TMC agreement concerns the Atom processor and Atom 230/330 uses x86-64.

    - SaintPauli
  • 12 Hide
    ravenware , March 16, 2009 11:49 PM
    This just seems like something that could be easily resolved in a meeting.

    Both parties should stop cackling like a bunch of hens and get down to business.
  • 8 Hide
    jsloan , March 17, 2009 12:02 AM
    instead of making better chips, they are pissing their time and money on this crap.
  • 4 Hide
    christop , March 17, 2009 12:32 AM
    Kill each other then maybe a better company can emerge!!!!
  • 10 Hide
    my_name_is_earl , March 17, 2009 12:37 AM
    Look like Intel really want AMD out of the market. I uses Intel's product but I'm rooting for AMD in this case.
  • 3 Hide
    cruiseoveride , March 17, 2009 12:44 AM
    Intel is just sour. Screw x86, lets go PPC!
  • 2 Hide
    mavroxur , March 17, 2009 12:45 AM
    christopKill each other then maybe a better company can emerge!!!!



    Intel and AMD kill eachother, and Via is the new king >_>
  • 0 Hide
    magnus962 , March 17, 2009 12:53 AM
    So it sounds to me like the argument is because Intel doesn't want AMD to to be making decisions based off of GlobalFoundries influence over the company. AMD is saying that regardless of influence, Globalfoundries is a subsidary and falls under all the patent rights.
  • 8 Hide
    captaincharisma , March 17, 2009 1:06 AM
    from the agreement it sounds Like Intel has a case here. but sense both companies hold patents from each other this could get messy
  • -7 Hide
    Tindytim , March 17, 2009 1:11 AM
    ravenwareMeaning what? They can manufacture their own x86 chips and not just the ones that AMD designs? If this is true then I would have to side with Intel.

    Agreed. While it may seem like Intel is being a bully, they are just protecting their patent. AMD is crossing the line here.

    magnus962So it sounds to me like the argument is because Intel doesn't want AMD to to be making decisions based off of GlobalFoundries influence over the company. AMD is saying that regardless of influence, Globalfoundries is a subsidary and falls under all the patent rights.

    No, Intel is worried that AMD trying to allowing another company to illegally product x86 products thought some devious paperwork.

    Really dumb move by AMD. The fact of the matter is, they're already on the ropes, and then they decide to do this shady underhanded deal. Intel is just trying to protect what's theirs.
  • 7 Hide
    Claimintru , March 17, 2009 1:15 AM
    Lol why do people act like companies should compete nicely in a nice fair game where everyone wins? Welcome to the real world, the goal is to bury your competition so badly they can't recover.
  • 5 Hide
    outacontrolpimp , March 17, 2009 1:20 AM
    Wow, does no one ever get it. Intel says that a DIFFERENT company cant make x86 chips, not AMD. This isnt about any patents Intel or AMD is using, its about a agreement about AMD only having the right to the patent given by Intel. Intel says that the other company they made is not part of AMD so therefore they dont own the patent. Id say 95% of the people reading it dont understand. (If you do im not talking about you then) oh and AMD cant pull the plug on the i7 patent whoever said that, Intel purchased that right, AMD cant take it back they sold it.
  • 4 Hide
    deltatux , March 17, 2009 1:37 AM
    I'm now even more confused, but we really need to crack down on what's going on and really needs to know what is defined as a subsidary.
  • -3 Hide
    deltatux , March 17, 2009 1:42 AM
    cruiseoverideIntel is just sour. Screw x86, lets go PPC!


    Agreed ... a much better architecture. Heck, Microsoft has written Windows for PPC before, they surely can do it.
  • 4 Hide
    captaincharisma , March 17, 2009 1:44 AM
    PPC? didn't apple just ditch that for intel's x86 CPU's?
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