Amd acquisition rumors not so unfounded...

[CHADBOGA]

If a company buys or merge with AMD, Intel has to renegotiate the cross license agreement with the new entity and that process is monitored by the US government and both sides are required to negotiate in good faith. That subject has been beating to death here, but now it seems like in such an event Intel has far more to lose than AMD. If Intel can't get the negotiation done, then they can't make 64bit x86 chips.

It takes a special thought process to imagine that Intel will put themselves into a position where they can no longer make 64bit x86 chips. D:

 

[RampantAndroid]

You can put Intel out of business over night by buying AMD.
http://www.kitguru.net/components/c...nge-of-control-terminates-agreement-for-both/

Intel will have to negotiate with whoever buys AMD. I think under their settlement both companies have to negotiate in good faith and is monitor by the US Government. If Intel plays hard ball, they can lose their 64bit x86 license and be royally screwed. It's actually a good way for Qualcomm to punch Intel in the gutt.

No, you can't.

Since Intel does use intellectual property of AMD inside its chips, it needs an agreement with AMD. However, it should be noted that if the cross-license between AMD and Intel is terminated because a party gets acquired by a third company, licenses granted to another party will survive unless that other party gets acquired too

 

[RampantAndroid]

Most likely company to buy AMD is Intel. They hardly compete against each other any more, and nobody else wants to try going toe to toe vs Intel in x86.

The ITC would not allow this, I suspect.

 

[el etro]

Be sold would be a big waste of opportunities for AMD. Being sold at a low price(due to current market value) just to fill shareholders pockets and end with many good R&D projects is not a good idea IMO.

Buyer surely can absorb many things of AMD with the deal. Best buyer would be IBM or Qualcomm, and IMO only the second may have interest in the deal...

 

[geoxile]

IIRC the current agreement has a clause that says in case of change of control/ownership the agree and all its terms and allowances are void.

Where does it say that Intel gets to keep AMD's IPs? Sounds like nonsense to me. Can someone link it?

 

[jpiniero]

The way I read it was that losing x86 would not be an impediment for getting bought.

Where does it say that Intel gets to keep AMD's IPs? Sounds like nonsense to me. Can someone link it?

It's been discussed many times. This was part of the settlement with Intel over the anti-competitive lawsuits. It's specifically the patents.

 

[geoxile]

The way I read it was that losing x86 would not be an impediment for getting bought.



It's been discussed many times. This was part of the settlement with Intel over the anti-competitive lawsuits. It's specifically the patents.

This is the previous agreement (09) from the last time this was discussed. Not sure where I can find the latest one in public records but it's likely very similar.

http://www.sec.gov/Archives/edgar/data/2488/000119312509236705/dex102.htm

5.2c

Termination Upon Change of Control. Subject to the terms of, and as further set forth in, Sections 5.2(d) and 5.2(e), this Agreement shall automatically terminate as a whole upon the consummation of a Change of Control of either Party.
5.2d
(ii) In the event of any termination of this Agreement pursuant to Section 5.2(c), and subject to the provisions of Section 5.2(e), the rights and licenses granted to both Parties under this Agreement, including without limitation the rights granted under Section 3.8(d), shall terminate as of the effective date of such termination.

 

[mrmt]

Be sold would be a big waste of opportunities for AMD. Being sold at a low price(due to current market value) just to fill shareholders pockets and end with many good R&D projects is not a good idea IMO.

Just? To stuff their shareholders pockets with money is the main reason AMD exists.

 

[DrMrLordX]

You can put Intel out of business over night by buying AMD.
http://www.kitguru.net/components/c...nge-of-control-terminates-agreement-for-both/

Intel will have to negotiate with whoever buys AMD. I think under their settlement both companies have to negotiate in good faith and is monitor by the US Government. If Intel plays hard ball, they can lose their 64bit x86 license and be royally screwed. It's actually a good way for Qualcomm to punch Intel in the gutt.

There's always IA64!!!!!!

 

[antihelten]

This is the previous agreement (09) from the last time this was discussed. Not sure where I can find the latest one in public records but it's likely very similar.

http://www.sec.gov/Archives/edgar/data/2488/000119312509236705/dex102.htm

5.2c

Termination Upon Change of Control. Subject to the terms of, and as further set forth in, Sections 5.2(d) and 5.2(e), this Agreement shall automatically terminate as a whole upon the consummation of a Change of Control of either Party.
5.2d
(ii) In the event of any termination of this Agreement pursuant to Section 5.2(c), and subject to the provisions of Section 5.2(e), the rights and licenses granted to both Parties under this Agreement, including without limitation the rights granted under Section 3.8(d), shall terminate as of the effective date of such termination.

I like how you somehow managed to quote section 5.2c and 5.2d (ii), whilst completely missing 5.2d (i) (which sits right between 5.2c and 5.2d (ii)). 5.2d (i) holds the stipulation in question:

In the event of any termination of this Agreement pursuant to Section 5.2(a), and subject to the provisions of Section 5.2(e), the rights and licenses granted to any terminated Licensed Party(ies), including without limitation the rights granted under Section 3.8(d), shall terminate as of the effective date of such termination, but the rights and licenses granted to the non-terminated Licensed Party(ies) (including without limitation the Terminating Party and all of its non-terminated Subsidiaries) shall survive such termination of this Agreement subject to the non-terminated Licensed Party’s(ies&#8217 continued compliance with the terms and conditions of this Agreement.

 

[geoxile]

I like how you somehow managed to quote section 5.2c and 5.2d (ii), whilst completely missing 5.2d (i) (which sits right between 5.2c and 5.2d (ii)). 5.2d (i) holds the stipulation in question:

In the event of any termination of this Agreement pursuant to Section 5.2(a), and subject to the provisions of Section 5.2(e), the rights and licenses granted to any terminated Licensed Party(ies), including without limitation the rights granted under Section 3.8(d), shall terminate as of the effective date of such termination, but the rights and licenses granted to the non-terminated Licensed Party(ies) (including without limitation the Terminating Party and all of its non-terminated Subsidiaries) shall survive such termination of this Agreement subject to the non-terminated Licensed Party’s(ies&#8217 continued compliance with the terms and conditions of this Agreement.

5.2(d) i. details what happens when termination follows 5.2(a). Section 5.2(a) defines a specific condition of termination.


(a) Termination by Notice for Breach. Subject to the terms of, and as further set forth in, Sections 5.2(d) and 5.2(e), and upon written notice to the other Party (as used in this Section 5.2(a), the “Terminated Party&#8221, a Party may terminate this Agreement as a whole, or the rights and licenses of the Terminated Party and all of its Subsidiaries under this Agreement, or the rights and licenses of any materially breaching Subsidiary of the Terminating Party, in the event the Terminating Party or any of its Subsidiaries commits a material breach of this Agreement and does not correct such material breach within sixty (60) days after such Terminating Party’s receipt of written notice complaining thereof.

5.2(d) ii. details what happens in event of 5.2(c)


(c) Termination Upon Change of Control. Subject to the terms of, and as further set forth in, Sections 5.2(d) and 5.2(e), this Agreement shall automatically terminate as a whole upon the consummation of a Change of Control of either Party.

 

[el etro]

Just? To stuff their shareholders pockets with money is the main reason AMD exists.

Money talks(screams), but work(serve customers) and science comes first than everything. Being small or huge, work/science comes first than money.

 

[Rvenger]

People often mention VIA that also owns the cross license with AMD and Intel, but nobody ever thought how that license came about?

Cyrix was purchased by VIA so that license had to be renegotiated. Intel just took a new path and stopped using VIA chipsets in intel motherboards, which could have been part of the demise of VIA's downturn.

http://www.eetimes.com/document.asp?doc_id=1139484



EDIT: Actually more or less phased out VIA Chipsets in favor of the Intel chipsets since it takes years of R&D.

 

[antihelten]

5.2(d) i. details what happens when termination follows 5.2(a). Section 5.2(a) defines a specific condition of termination.


(a) Termination by Notice for Breach. Subject to the terms of, and as further set forth in, Sections 5.2(d) and 5.2(e), and upon written notice to the other Party (as used in this Section 5.2(a), the “Terminated Party”), a Party may terminate this Agreement as a whole, or the rights and licenses of the Terminated Party and all of its Subsidiaries under this Agreement, or the rights and licenses of any materially breaching Subsidiary of the Terminating Party, in the event the Terminating Party or any of its Subsidiaries commits a material breach of this Agreement and does not correct such material breach within sixty (60) days after such Terminating Party’s receipt of written notice complaining thereof.

5.2(d) ii. details what happens in event of 5.2(c)


(c) Termination Upon Change of Control. Subject to the terms of, and as further set forth in, Sections 5.2(d) and 5.2(e), this Agreement shall automatically terminate as a whole upon the consummation of a Change of Control of either Party.

You are absolutely right, apologies. So Intel would only be able to maintain access to the AMD patents, if AMD was in breach of the cross license agreement. In case of bankruptcy (as far as I can tell), and change of ownership the license agreement is essentially null and void.

 

[RampantAndroid]

You are absolutely right, apologies. So Intel would only be able to maintain access to the AMD patents, if AMD was in breach of the cross license agreement. In case of bankruptcy (as far as I can tell), and change of ownership the license agreement is essentially null and void.

I don't think this is everything in the bigger picture; 2009 changed this some, and the ITC was also involved I believe. I could find no sound explanations of this anywhere.

Moreover, if buying AMD would actually shut down Intel's business, that would be reviewed under antitrust laws, yes?

Edit: more reading online suggests that Intel only loses access to patents (not just x86_64) if INTEL changes ownership; If AMD changes ownership, THEY lose access to Intel patents. We probably need to read what "this agreement" is in 5.2(c)

 

[geoxile]

I don't think this is everything in the bigger picture; 2009 changed this some, and the ITC was also involved I believe. I could find no sound explanations of this anywhere.

Moreover, if buying AMD would actually shut down Intel's business, that would be reviewed under antitrust laws, yes?

Edit: more reading online suggests that Intel only loses access to patents (not just x86_64) if INTEL changes ownership; If AMD changes ownership, THEY lose access to Intel patents. We probably need to read what "this agreement" is in 5.2(c)

That is the 2009 agreement. It's dated at the top of the document and then signed and dated at the bottom.

 

[theeedude]

I can't believe Intel would put itself at the mercy of whoever buys AMD for essential ISA IP to make its own bread and butter products. A third party not even interested in making x86 chips could buy AMD, existing agreement would be terminated, and then it could demand a princely sum from Intel in exchange for licensing x86-64. Buying AMD could effectively make the purchaser the ARM of x86 PC business. It could mint money by simply licensing the x86 ISA extensions to Intel.

 

[antihelten]

I don't think this is everything in the bigger picture; 2009 changed this some, and the ITC was also involved I believe. I could find no sound explanations of this anywhere.

Moreover, if buying AMD would actually shut down Intel's business, that would be reviewed under antitrust laws, yes?

Edit: more reading online suggests that Intel only loses access to patents (not just x86_64) if INTEL changes ownership; If AMD changes ownership, THEY lose access to Intel patents. We probably need to read what "this agreement" is in 5.2(c)

Buying AMD obviously wouldn't shut down Intel's business. Worst case scenario Intel would simply keep on using the relevant patents, and sort out the legality of it down the road (said road probably being decades long, before any sort of ruling is reached).

Also both parties would lose access to patents, if either one of them changed ownership (5.2(d) (ii)).

 

[RampantAndroid]

Having read through it again, I think it gets renegotiated. Look at 5.2(d) specifically.

Buying AMD obviously wouldn't shut down Intel's business. Worst case scenario Intel would simply keep on using the relevant patents, and sort out the legality of it down the road (said road probably being decades long, before any sort of ruling is reached).

Samsung buying AMD and blocking Intel from the patent could be construed as anti-competitive, I think. It would take out not only desktop and laptop CPUs, but their low power chips too - thus ending competition to their ARM chips.

 

[mrmt]

Money talks(screams), but work(serve customers) and science comes first than everything. Being small or huge, work/science comes first than money.

Don't be so naive. If work or science came first for AMD they would become a NGO or a research centre, they wouldn't be the for-profit business they are today.

 

[scannall]

I can't believe Intel would put itself at the mercy of whoever buys AMD for essential ISA IP to make its own bread and butter products. A third party not even interested in making x86 chips could buy AMD, existing agreement would be terminated, and then it could demand a princely sum from Intel in exchange for licensing x86-64. Buying AMD could effectively make the purchaser the ARM of x86 PC business. It could mint money by simply licensing the x86 ISA extensions to Intel.

At this point, I'm not sure the patents matter all that much. They only last 20 years. I'm not sure, but x86 should be expiring soon? Meaning that AMD could be acquired, and that whole agreement becomes meaningless. And it appears that x64 will be expiring somewhere around 2023. Not that far away really, in CPU development cycles.

 

[Lonyo]

Everyone is ignoring the key point.

Intel isn't competing with AMD.
They compete with big server players in servers, no one on desktop/laptop, and ARM in mobile.

There are more people in the world that Intel goes head to head with who aren't AMD than there are AMDs. i.e. >1.

Intel probably would just say "lets keep it as-is" and not bother to renegotiate a new agreement, but extend/transfer the existing one as it's easier and would mean no risk of any investigations. Then they can focus on their real issues of competing with ARM and with server market competitors, their growth markets.

AMD lost relevance when Intel beat them down previously. Extending the existing agreements for 5 years under new ownership would give Intel 5 years to see where AMD went under new ownership, and if after 5 years they have become a threat, they can re-re-negotiate.

 

[positivedoppler]

It takes a special thought process to imagine that Intel will put themselves into a position where they can no longer make 64bit x86 chips. D:

That's what I mean in the even of an AMD merger or Acq, Intel stands to lose more if they can't get a deal done. Without a deal, neither can manufacturer 64bit x86 chips.
Odds are whoever buys AMD, Intel would elect to take the most painless route and extend the current agreement.

 

[Headfoot]

That s not what is said explicitely, that s just a protection clause so if one party goes bankrupt the term of the licence will remain actual untill renegociation with an eventual buyer, this way the survivying firm can continue its activity without being impacted by the other one s bankruptcy, but in no way a bankruptcy would mean that the survivying firm would get the bankrupted firm IP for free, that s total non sense...

Keep in mind that a bankrupted firm IP is property of the debts owners, hence this juridical provision.

Its very common practice for bankruptcy guardians to immediate sell off IP to pay debts, since once you're in bankruptcy its no holds barred

 

[theeedude]

At this point, I'm not sure the patents matter all that much. They only last 20 years. I'm not sure, but x86 should be expiring soon? Meaning that AMD could be acquired, and that whole agreement becomes meaningless. And it appears that x64 will be expiring somewhere around 2023. Not that far away really, in CPU development cycles.

It matters to Intel that a buyer of AMD renews the agreement after it automatically terminates.