{"id":42448,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/license-agreement-advanced-micro-devices-inc-amd-saxony.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"license-agreement-advanced-micro-devices-inc-amd-saxony","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/license-agreement-advanced-micro-devices-inc-amd-saxony.html","title":{"rendered":"License Agreement &#8211; Advanced Micro Devices Inc., AMD Saxony Holding GmbH and AMD Saxony Manufacturing GmbH"},"content":{"rendered":"<pre>\n \n                                LICENSE AGREEMENT\n\n\n                               Dated 11 March 1997\n\n\n                                     between\n\n\n                          ADVANCED MICRO DEVICES, INC.,\n\n                            AMD SAXONY HOLDING GMBH,\n\n                                       and\n\n                          AMD SAXONY MANUFACTURING GMBH\n\n\n================================================================================\n\n \n                                LICENSE AGREEMENT\n\n     This LICENSE AGREEMENT (this 'Agreement') dated as of 11 March, 1997 is\nbetween:\n\n     (1) Advanced Micro Devices, Inc., a corporation organized and existing\n     under the laws of the State of Delaware, United States of America, with its\n     principal place of business at One AMD Place, Sunnyvale, California 94088,\n     United States of America ('AMD Inc.');\n\n     (2) AMD Saxony Holding GmbH, a Gesellschaft mit beschrankter Haftung\n     organized and existing under the laws of Germany and registered in the\n     Commercial Register of the Dresden County Court, HRB 13931 ('AMD Holding');\n     and\n\n     (3) AMD Saxony Manufacturing GmbH, a Gesellschaft mit beschrankter Haftung\n     organized and existing under the laws of Germany and registered in the\n     Commercial Register of the Dresden County Court, HRB 13186 ('AMD Saxonia').\n\n                                    RECITALS\n\n     WHEREAS, AMD Saxonia is a wholly-owned Subsidiary (such and other\ncapitalized terms having the meanings assigned thereto in Section 1 below) of\nAMD Holding, which in turn is a wholly-owned Subsidiary of AMD Inc.;\n\n     WHEREAS, AMD Inc., AMD Holding and AMD Saxonia are currently involved in\nthe initial planning stages of a project pursuant to which AMD Saxonia will\nconstruct, own and operate inter alia a manufacturing plant to manufacture\nWafers using high-volume semiconductor wafer fabrication processes and an\nadjoining research and development center, each of which is to be located in\nDresden, Germany (collectively referred to as the 'Plant'); and\n\n     WHEREAS, AMD Inc. and AMD Holding are entering into an AMD Holding Wafer\nPurchase Agreement (as amended, supplemented or otherwise modified from time to\ntime, the 'AMD Holding Wafer Purchase Agreement'), pursuant to which, among\nother things, AMD Inc. will agree to purchase from AMD Holding, and AMD Holding\nwill agree to supply on an exclusive basis to AMD Inc., all Products as are\nordered from time to time by AMD Inc. from AMD Holding, in each case on the\nterms and conditions of the AMD Holding Wafer Purchase Agreement; and\n\n     WHEREAS, concurrently herewith, AMD Holding and AMD Saxonia are entering\ninto an AMD Saxonia Wafer Purchase Agreement (as amended, supplemented or\notherwise modified from time to time, the 'AMD Saxonia Wafer Purchase\nAgreement'; together with the AMD Holding Wafer Purchase Agreement, the 'Wafer\nPurchase Agreements'), pursuant to which, among other things, AMD Holding will\nagree to purchase from AMD Saxonia, and AMD Saxonia will agree to manufacture\nand sell to AMD Holding, on an exclusive basis, such Products, all on the terms\nand conditions of the AMD Saxonia Wafer Purchase Agreement; and\n\n\n\n                                       2\n\n \n     WHEREAS, concurrently herewith, AMD Inc. and AMD Holding are entering into\nan AMD Holding Research, Design and Development Agreement (as amended,\nsupplemented or otherwise modified from time to time, the 'AMD Holding Research\nAgreement'), and AMD Holding and AMD Saxonia concurrently herewith are entering\ninto an AMD Saxonia Research, Design and Development Agreement (as amended,\nsupplemented or otherwise modified from time to time, the 'AMD Saxonia Research\nAgreement'; together with the AMD Holding Research Agreement, the 'Research\nAgreements') pursuant to which AMD Holding will provide certain research, design\nand development Services and Design Activities relating to semiconductor\nproducts to AMD Inc., and pursuant to which AMD Holding will obtain AMD\nSaxonia's assistance in providing such Services and Design Activities, in each\ncase on the terms and subject to the conditions of the relevant Research\nAgreement; and\n\n     WHEREAS, in furtherance of the AMD Saxonia Research Agreement, all rights,\ntitle and interest in and to the Developed Intellectual Property shall at all\ntimes be vested solely in AMD Inc.; and\n\n     WHEREAS, it is a condition to the parties entering into the Purchase\nAgreements that AMD Inc. grant to AMD Saxonia a perpetual, royalty-free,\nnon-exclusive license to use the Developed Intellectual Property at the Plant to\ndesign, develop, manufacture, use, distribute and sell products other than the\nProducts, all on the terms and subject to the conditions contained herein; and\n\n     WHEREAS, concurrently herewith, AMD Saxonia is entering into that certain\nLoan Agreement (the 'Loan Agreement') among Dresdner Bank AG, as Agent and\nSecurity Trustee (the 'Agent'), and certain other financial institutions named\nin the Loan Agreement, pursuant to which such institutions will make loans from\ntime to time to AMD Saxonia on the terms and conditions set forth therein; and\n\n     WHEREAS, as the capital stock of AMD Saxonia and all or substantially all\nof AMD Saxonia's property and assets are being pledged as security for the full\nand timely performance by AMD Saxonia of all of its obligations under the Loan\nAgreement, the parties wish to clarify certain questions relating to the\nownership of various intellectual property used in the operation of the Plant\nand\/or developed by AMD Saxonia under the AMD Saxonia Research Agreement and to\nidentify certain permitted uses of the Plant and such intellectual property\nfollowing termination of the Service Agreements.\n\n     NOW THEREFORE, in consideration of the foregoing and for other good and\nvaluable consideration, the receipt and sufficiency of which is hereby\nacknowledged, the parties hereby agree as follows:\n\n     Section 1. Definitions. The following terms shall, unless the context\n                -----------\nrequires otherwise, have the respective meanings assigned to them as follows:\n\n     (a) 'Affiliates' means, with respect to any Person, a Person which,\ndirectly or indirectly, controls, is controlled by, or is under common control\nwith, such other Person; and, for purposes of this definition, the concept of\n'control,' with respect to any Person, signifies the \n\n\n\n                                       3\n\n \npossession of the power to direct the management and policies of such Person,\ndirectly or indirectly, whether through the ownership of voting securities, the\npossession of voting rights, by contract, or otherwise; provided that FASL shall\n                                                        --------\nbe deemed to be an Affiliate of AMD Inc. for purposes of this Agreement;\n\n     (b) 'Agent' means Dresdner Bank AG, as Agent under the Loan Agreement,\nincluding any successor to Dresdner Bank AG in that capacity;\n\n     (c) 'AMD Companies' means the Subsidiaries of AMD Inc. other than AMD\nSaxonia;\n\n     (d) 'AMD Saxonia Persons' means the directors, officers, employees,\nself-employed consultants or sub-contractors, and agents of AMD Saxonia;\n\n     (e) 'Banks' means, collectively, the Agent and the other financial\ninstitutions named in the Loan Agreement.\n\n     (f) 'Beneficiary' shall mean each of the Banks, any receiver appointed to\noperate the Plant and any third party purchaser of the capital stock of or all\nor substantially all of the assets of AMD Saxonia;\n\n     (g) 'Confidential Information' means confidential technical information\nrelating to the Proprietary Product Know-how or to the design, manufacture, use\nand sale of Products and Improvements as well as other non-public business\ninformation relating to AMD Inc. and the AMD Companies, including, but not\nlimited to, non-public business plans, marketing plans, sales data and customer\nlists; provided that such information is of a nature that would be treated by a\n       --------\nreasonable recipient under arms-length circumstances as confidential, regardless\nof whether provided in writing or orally;\n\n     (h) 'Design Activity' means the activities of AMD Saxonia to provide the\nServices, including without limitation to research, design and develop custom\ncircuits, schematics and layouts and such other activities as shall from time to\ntime be requested of it pursuant to the AMD Saxonia Research Agreement;\n\n     (i) 'Developed Intellectual Property' means all intellectual property,\nincluding, but not limited to, ideas, conceptions and inventions (whether or not\npatentable, reduced to practice or made the subject of a pending patent\napplication), copyrights (whether or not registered), copyrighted or\ncopyrightable works, mask works or registrations thereof, software,\nsemi-conductor topography rights, know-how, trade secrets, manufacturing and\nproduction processes and techniques, research and development information and\nother confidential technical information, which intellectual property was made,\nconceived or actually or constructively reduced to practice prior to the\ntermination of the AMD Saxonia Research Agreement, to the extent such\nintellectual property was developed wholly by AMD Saxonia or an AMD Saxonia\nPerson for AMD Saxonia or, with respect to such intellectual property as is\nincapable of division into discreet items, where AMD Saxonia or an AMD Saxonia\nPerson \n\n\n\n                                       4\n\n \nworking for AMD Saxonia expended at least 50% of the quantitative or qualitative\nman-hours expended in the development thereof;\n\n     (j) 'FASL' means Fujitsu AMD Semiconductor Limited, a joint venture\norganized under the laws of Japan between AMD Inc. and Fujitsu Limited;\n\n     (k) 'Improvements' means any and all developments, enhancements,\nimprovements, upgrades, modifications, updates (including error corrections),\ntranslations and derivative works developed prior to the termination of the AMD\nSaxonia Research Agreement with respect to Products;\n\n     (l) 'Information Residuals' means all information which (i) is remembered\nby an AMD Saxonia Person after having been exposed thereto in connection with\nhis or her duties at AMD Saxonia either before or during the term of the AMD\nSaxonia Wafer Purchase Agreement or the AMD Saxonia Research Agreement, and (ii)\npertains to the general operation, calibration, configuration and functionality\nof the equipment, facilities and fixtures in the Plant or pertains to the\nprocesses, methods, techniques and materials used in connection with the\nmanufacture of semiconductor products; provided, however, that Information\n                                       -----------------\nResiduals shall not include any specific design aspects of the Products (or any\npart thereof), nor shall it include any Proprietary Product Know-how;\n\n     (m) 'Loan Agreement' has the meaning set forth in the Recitals hereof, as\nmay be amended, supplemented or otherwise modified from time to time;\n\n     (n) 'Loan Agreement Termination Date' means the first day on which (i) no\nobligations of AMD Saxonia are then owing under the Loan Agreement and all\nprincipal of and accrued interest on any loans under the Loan Agreement have\nbeen paid or repaid (as the case may be) in full, and (ii) the Banks have no\nfurther commitments of any kind to extend credit to AMD Saxonia under the Loan\nAgreement;\n\n     (o) 'Management Service Agreement' means, together, that certain Management\nService Agreement dated as of January 1, 1996 and that certain letter agreement\ndated April 9, 1996 between AMD Inc. and AMD Saxonia, as amended and restated by\nAMD Inc., AMD Holding and AMD Saxonia as of the date hereof, and as such amended\nand restated agreement may be further amended, supplemented or otherwise\nmodified from time to time;\n\n     (p) 'Non-Proprietary Know-how' means all knowledge and information relating\nto the design, manufacture, use and sale of semiconductor products which does\nnot constitute Proprietary Product Know-how or Confidential Information;\n\n     (q) 'Person' means an individual, partnership, joint venture, trustee,\ntrust, corporation, unincorporated association or other entity, or a government,\nstate or agency or political subdivision thereof;\n\n     (r) 'Plant' means, collectively, the 'Plant' and the ' Design Center,' as\nthose terms are defined in the AMD Saxonia Wafer Purchase Agreement.\n\n\n\n                                       5\n\n \n     (s) 'Post Research Agreement AMD Saxonia Developed Improvements' means any\nand all improvements to the Developed Intellectual Property, which are made,\nconceived or actually or constructively reduced to practice by AMD Saxonia after\nthe termination of the AMD Saxonia Research Agreement;\n\n     (t) 'Post Research Agreement AMD Saxonia Developed Intellectual Property'\nmeans any and all intellectual property independently made, conceived or\nactually reduced to practice by AMD Saxonia after the termination of the AMD\nSaxonia Research Agreement.\n\n     (u) 'Products' means Wafers containing identical individual circuits\nmeeting Specifications which have been supplied to AMD Saxonia by or on behalf\nof AMD Holding in accordance with the AMD Saxonia Wafer Purchase Agreement.\n\n     (v) 'Proprietary Product Know-how' means all knowledge and information of\nAMD Inc. or of any of the AMD Companies, including show-how, methods,\ntechniques, procedures, formulations, formulae, assembly, installation,\noperating and quality control procedures and manuals, quality control standards,\ntechnical information, technical and product specifications, equipment\nrequirements, writings, plans, drawings, designs, layouts, data, equipment,\ndescriptions, masks, mask works, systems, toolings, software, data,\ncopyrightable material, trade secrets, customer lists, inventions (whether\npatentable or not), improvements, developments and discoveries relating to the\ndesign, fabrication, manufacture, use and sale of Products, including the\nimplementation of circuit design on such Products, such testing procedures as\nare proprietary to AMD Inc., the cutting and sorting of the individual circuits\nor die on such Products and the packaging and testing of such die, which\nknowledge and information, or any part thereof: (i) derives independent economic\nvalue from not being known to, and not being readily ascertainable by proper\nmeans of, other Persons who can obtain economic value from its disclosure; and\n(ii) is the subject of efforts that would be reasonable under arms-length\ncircumstances to maintain its secrecy.\n\n     (w) 'Proprietary Technical Documentation' means all documentation\n(including that recorded in electronic media) relating to the Proprietary\nProduct Know-how, including, but not limited to, process recipe books, flow\ncharts, data bases, lab books, programs, software, formulae, diagrams,\nspecifications, drawings, sketches, schematics, plans, models, blueprints and\ndesign materials. Proprietary Technical Documentation shall not include any\ndocumentation that pertains to the general operation of the equipment in the\nPlant or operation of the Plant itself, such as maintenance histories, service\nlogs and manuals and operating manuals;\n\n     (x) 'Service Agreements' means the Wafer Purchase Agreements, the Research\nAgreements, and the Management Service Agreement;\n\n     (y) 'Services' means the research, design and development services to be\nperformed by AMD Saxonia under the AMD Saxonia Research Agreement;\n\n\n\n                                       6\n\n \n     (z) 'Specifications' means, with respect to a Product, the tooling, masks,\nmask-works, specifications, blueprints, drawings, assembly instructions and\nother instructions required for the manufacture of that Product;\n\n     (aa) 'Subsidiary' means, with respect to any Person, any other Person of\nwhich more than 50% of the total voting power of shares of stock or other\nownership interest entitled to vote in the election of directors, managers or\ntrustees thereof is at the time owned or controlled, directly or indirectly, by\nthat Person or one or more of the other Subsidiaries of that Person or a\ncombination thereof; and\n\n     (bb) 'Wafer' means a silicon wafer onto which many identical individual\nintegrated circuits have been etched or otherwise imprinted.\n\n     Section 2. Ownership of Intellectual Property.\n                ----------------------------------\n     (a) Each of AMD Holding and AMD Saxonia acknowledges and agrees that it\nshall promptly disclose to AMD Inc. any and all intellectual property made,\nconceived or actually or constructively reduced to practice by it and its\nAffiliates prior to the termination of the Service Agreements and that AMD Inc.\nshall have all ownership rights, title and interest in and to such intellectual\nproperty, subject to the grant of license contained in Section 3 hereof. Each of\nAMD Holding and AMD Saxonia further acknowledges and agrees that it is engaged\nunder its respective Service Agreement in work for hire and hereby assigns to\nAMD Inc. any and all such intellectual property referred to in the preceding\nsentence; provided, that to the extent any such intellectual property comprises\ncopyrights which, for purposes of German law, cannot be so assigned, each of AMD\nHolding and AMD Saxonia hereby grants and assigns to AMD Inc., to the fullest\nextent permitted by applicable law and on a fully-paid and royalty-free basis,\nthe exclusive right to exploit such copyright worldwide for the entire duration\nof such copyright, including without limitation the right to assign or license\nsuch right to any other Person on an exclusive or non-exclusive basis, as the\ncase may be. Each of AMD Holding and AMD Saxonia agrees to assist AMD Inc., at\nAMD Inc.'s expense, in every proper way to enable AMD Inc. to obtain, perfect,\ndefend and enforce its rights in and to all such intellectual property in any\nand all countries, including by the disclosure to AMD Inc. of all pertinent\ninformation and dates with respect thereto and the execution of all\napplications, specifications, declarations, oaths, assignments, licenses and all\nother instruments which are, or AMD Inc. shall deem, necessary, in order to\napply for and obtain copyright protection, mask or mask-work registration and\/or\nletters patent and\/or in order to assign and convey to AMD Inc., its successors,\nassigns and nominees, sole and exclusive rights, title and interest in and to\nsuch intellectual property by copyrights, mask works, patent applications,\npatents or other forms of industrial or intellectual property protection.\n\n     (b) Each of AMD Holding's and AMD Saxonia's obligation to execute (or cause\nto be executed) instruments or papers such as those described in Section 2(a)\nshall continue after the termination of this Agreement and any Service Agreement\nwith respect to any and all copyrights, masks, mask works, inventions and\/or\nother industrial or intellectual property rights owned by, assigned to or\nrequired to be assigned to AMD Inc. under the provisions of this Agreement. Each\nof AMD Holding and AMD Saxonia agrees that, if testimony or information relative\nto any of said matters or related to any interference or litigation is required\nby AMD Inc. either during the term of this Agreement or any Service Agreement or\nfollowing such termina \n\n\n\n                                       7\n\n \ntion, it shall give all information and testimony and do all things reasonably\nrequested of it that it may lawfully do; provided that, if such matters shall be\n                                         --------\nrequired of it, it will receive reasonable compensation from AMD Inc. for its\ncosts and time so consumed.\n\n     (c) Each of AMD Holding and AMD Saxonia agrees that, prior to the\ntermination of its respective Service Agreements, any employee inventions of its\nrespective employees, as defined in the 'Employee Invention Law' shall be\nclaimed by it within the time limits set by law. Each of AMD Holding and AMD\nSaxonia agrees that it shall use all reasonable efforts to obtain, to the\nfullest extent permitted by law, exclusive rights for AMD Inc. for such employee\ninventions. Each of AMD Holding and AMD Saxonia further agrees that for free\ninventions, as defined in the Employee Invention Law, of its employees, it\nshall, on request of AMD Inc., acquire for AMD Inc. a non-exclusive right to use\nsuch free invention. The calculation and payment of the amount of any\nconsideration for employee inventions qualifying under the Employee Invention\nLaw shall be the responsibility of AMD Holding or AMD Saxonia as applicable.\n\n     (d) AMD Saxonia hereby acknowledges and agrees that, except to the extent\nthat such intellectual property qualifies as Developed Intellectual Property so\nas to be covered by the license set forth in Section 3 hereof, AMD Saxonia shall\nhave no rights to use any intellectual property partially made, conceived, or\nactually or constructively reduced to writing by AMD Saxonia during the term of\nthe AMD Saxonia Research Agreement or the AMD Saxonia Wafer Purchase Agreement.\n\n     (e) In accordance with the terms of this Agreement and the Service\nAgreements, the parties hereto acknowledge and agree that all right, title and\ninterest in and to the Developed Intellectual Property and the Proprietary\nProduct Know-how shall at all times be vested solely in AMD Inc. and that no\nrights or licenses, express or implied, are granted by this Agreement other than\nas expressly granted in Section 3 hereof. \n\n     (f) Each of AMD Holding and AMD Saxonia agrees that, from the date of\ntermination of its respective Service Agreements, it shall discontinue all use\nof Confidential Information including all Proprietary Product Know-how and\nProprietary Technical Documentation, unless otherwise agreed upon in writing\nwith AMD Inc., and that it will, and will cause its Affiliates to, make\navailable to AMD Inc. all such documents containing Confidential Information for\nremoval in accordance with the terms of Section 9 hereof.\n\n     (g) AMD Inc. hereby acknowledges and agrees that it and the AMD Companies\nshall have no right, title or interest in or to any Post Research Agreement AMD\nSaxonia Developed Intellectual Property or Post Research Agreement AMD Saxonia\nDeveloped Improvements and that AMD Saxonia shall be entitled to apply for and\nexploit, at its own expense, any patent or other intellectual property\nprotection for any such Post Research Agreement AMD Saxonia Developed\nIntellectual Property.\n\n     (h) In addition, AMD Inc. hereby waives, and agrees to cause each other AMD\nCompany to waive, any and all rights, claims and\/or causes of action such entity\nnow has or in the future may have against AMD Saxonia, its successors and\nassigns, or against a Beneficiary, based on: (i) its use, in any manner\nwhatsoever, of any Non-Proprietary Know-how or of \n\n\n\n                                       8\n\n \nInformation Residuals; (ii) its use, within the scope of the license granted in\nSection 3(a) hereof, of the Developed Intellectual Property; or (iii) its use,\nin any manner whatsoever, of Post Research Agreement AMD Saxonia Developed\nImprovements or Post Research Agreement AMD Saxonia Developed Intellectual\nProperty. The preceding sentence notwithstanding, AMD Inc. does not waive any\nrights, claims or causes of action based on the infringement and\/or\nmisappropriation of any patents, copyrights, mask works, trademarks and trade\nsecrets, whether registered or not, which are owned by AMD Inc. or by an\nAffiliate of AMD Inc. other than AMD Saxonia and not licensed to AMD Saxonia\nhereunder; provided, however, that the use of Information Residuals shall not be\ndeemed to constitute an infringement and\/or misappropriation of any intellectual\nproperty rights of AMD Inc. or any AMD Company.\n\n     (i) Anything in this Agreement to the contrary notwithstanding, nothing\ncontained herein shall prohibit or restrain in any way AMD Saxonia from using\nany know-how which has become publicly known other than through the action or\nbreach by AMD Saxonia, an AMD Saxonia Person or a Beneficiary of this Agreement.\n\n     (j) AMD Inc. shall pay any fees for the registration, maintenance and\nrenewal of any of the Developed Intellectual Property. Notwithstanding the\nforegoing, AMD Inc. shall not be obliged to maintain any registration relating\nto the Developed Intellectual Property which, in its sole discretion, does not\njustify the expense of maintenance. Before allowing any registration relating to\nthe Developed Intellectual Property to lapse, however, AMD Inc. shall give AMD\nSaxonia at least thirty (30) days' prior notice of its intention to allow such\nregistration to lapse and shall (if the whole of the rights in such Developed\nIntellectual Property are exclusively owned by AMD Inc.) offer to AMD Saxonia an\nassignment thereof for nominal consideration; provided that all expense of any\nsuch transfer or assignment shall be borne solely by AMD Saxonia. In addition,\nto the extent AMD Inc. in its sole discretion determines not to pursue any\nmaterial registrable but as yet unregistered copyright or patent forming a part\nof the Developed Intellectual Property and if such copyright or patent is\ncapable of being pursued, AMD Inc. shall notify AMD Saxonia promptly after AMD\nInc.'s decision not to pursue such copyright or patent, and AMD Saxonia may, at\nits option, take any necessary actions at its sole expense to pursue such\ncopyright design or patent in AMD Inc.'s name.\n\n     Section 3. Grant of License.\n                ----------------\n\n     (a) AMD Inc. hereby grants to AMD Saxonia and AMD Saxonia hereby accepts,\nupon the terms and conditions herein set forth, a perpetual, worldwide,\nfully-paid, royalty-free, non-exclusive license to: (i) use the Developed\nIntellectual Property to design, develop, manufacture and\/or assemble at the\nPlant products other than the Products or Improvements; (ii) use the Developed\nIntellectual Property in the marketing, distribution and sale, throughout the\nworld, of products manufactured at the Plant incorporating, or assembled at the\nPlant using, such Developed Intellectual Property; and (iii) (x) create and\nproduce at the Plant derivative works of the Developed Intellectual Property,\n(y) use such derivative works for the design, development, manufacture and\/or\nassembly of products at the Plant and (z) market, distribute and sell,\nthroughout the World, products manufactured or assembled at the Plant\nincorporating some or all of such derivative works.\n\n\n\n                                       9\n\n \n     (b) AMD Saxonia shall observe reasonable requirements of AMD Inc. and all\nrequirements of applicable laws with respect to the marking of any product\ncovered by a claim of a patent or copyright which is part of the Developed\nIntellectual Property and which is incorporated in any product manufactured,\nsold or otherwise transferred by AMD Saxonia. In the event that such marking of\nsuch a product is not feasible, AMD Saxonia shall observe the reasonable\nrequirements of AMD Inc. and all requirements of applicable laws with respect to\nthe marking of any packaging and advertising, sales or technical literature\npertaining thereto, including without limitation with words and numbers\nidentifying the patents applicable thereto.\n\n     (c) It is hereby acknowledged and agreed that AMD Saxonia shall have no\nright to use any trademark or service mark of AMD Inc. without the prior written\nconsent of AMD Inc. or as expressly contemplated in the AMD Saxonia Wafer\nPurchase Agreement (and, if such consent is given by AMD Inc., AMD Saxonia shall\nonly use such trademarks or service marks on any AMD Saxonia products that are\nsold to AMD Inc. and\/or under AMD Inc.'s supervision).\n\n     Section 4. Royalties. The license and rights granted to AMD Saxonia\n                ---------\nhereunder shall be royalty free, and AMD Saxonia shall have no obligations to\npay royalties, license fees or other fees to AMD Inc. or its Subsidiaries or\nAffiliates in connection with (i) AMD Saxonia's use of the license and rights\ngranted to it pursuant to this Agreement or (ii) the grant of the licenses and\nrights hereunder.\n\n     Section 5. Permitted Uses. Anything herein to the contrary notwithstanding,\n                --------------\nthe parties hereby acknowledge and agree that, following the termination of the\nAMD Saxonia Wafer Purchase Agreement, the operation of the Plant by AMD Saxonia,\nits successors and assigns, or by a Beneficiary shall not, absent a separate\ninfringement or other unlawful violation, under this Agreement or otherwise, of\na proprietary, substantial and identifiable right of AMD Inc. or of any AMD\nCompany, constitute: (i) a breach of the terms of this Agreement or of any of\nthe Service Agreements, or (ii) an infringement upon any intellectual property\nright of AMD Inc. or another AMD Company.\n\n     Section 6. Infringement Procedures.\n                -----------------------\n\n     (a) In the event AMD Saxonia has actual knowledge of (i) any products or\nprocesses that may infringe or misappropriate or in any way adversely affect AMD\nInc.'s right in and to any of the Developed Intellectual Property, or (ii) any\nactual or potential challenge to or claim against its or AMD Inc.'s use of any\nof the Developed Intellectual Property, AMD Saxonia will promptly give notice\nthereof (including reasonable details) to AMD Inc. In the event that AMD Inc.\nelects to undertake any demand, suit or other action on account of any actual or\nsuspected infringement, or any defense of any such challenge or claim, AMD\nSaxonia shall cooperate fully, as AMD Inc. may reasonably request and at AMD\nInc.'s expense, in connection with any such demand, suit, action or defense;\nprovided that nothing herein shall obligate AMD Inc. or AMD Saxonia to make any\nsuch demand, suit, action or defense.\n\n     (b) AMD Inc. may at any time instruct AMD Saxonia that AMD Saxonia's use of\nany of the Developed Intellectual Property must be modified or discontinued,\nwhereupon AMD Saxonia shall immediately modify or discontinue (as the case may\nbe) such Developed \n\n\n\n                                       10\n\n \nIntellectual Property in accordance with such notification at AMD Saxonia's sole\nexpense; provided that (i) AMD Inc. consults with AMD Saxonia prior to making\nsuch instruction, and (ii) AMD Inc. reasonably believes that AMD Saxonia's\ncontinued use of such Developed Intellectual Property may cause AMD Inc. and\/or\nanother AMD Company to incur liability or expense or may otherwise have an\nadverse effect on the market or competitive position (other than with respect to\nAMD Saxonia) of AMD Inc. or one or more other AMD Company; provided, further,\nthat AMD Inc. shall modify or discontinue its use of the Developed Intellectual\nProperty to the same extent that AMD Inc. requires AMD Saxonia to modify or\ndiscontinue AMD Saxonia's use of such Developed Intellectual Property under this\nSection 6(b).\n\n     Section 7. Confidentiality.\n                ---------------\n\n     (a) AMD Saxonia shall hold all Confidential Information in strict\nconfidence and shall not disclose and shall cause the AMD Saxonia Persons not to\ndisclose any such Confidential Information to any Person without the prior\nwritten consent of AMD Inc., except to the extent: (i) specifically required by\napplicable law, by this Agreement, by the Service Agreements or by the Loan\nAgreement (ii) such Confidential Information is or becomes generally available\nto the public other than as a result of a disclosure by AMD Saxonia, one of the\nAMD Saxonia Persons or a Beneficiary, (iii) such Confidential Information\nbecomes available to AMD Saxonia on a non-confidential basis from a third party\n(not including any Subsidiary or Affiliate of AMD Inc.) provided such third\nparty is not bound by confidentiality agreements or by legal, fiduciary or\nethical constraints on disclosure of such information; or (iv) the recipient is\na Beneficiary or a legal or other professional advisor to AMD Saxonia and, in\nany such case, is either bound by legal, fiduciary or ethical constraints on\ndisclosure of such information, or agrees (for the benefit of AMD Inc.) to hold\nsuch Confidential Information in confidence on the terms of this Section 7. The\nparties hereto agree that, the foregoing notwithstanding, to the extent AMD\nHolding requests that AMD Saxonia perform Design Activities and\/or Services\nunder the AMD Saxonia Research Agreement in conjunction with a third party, AMD\nSaxonia may disclose Confidential Information to such third party to the extent\nreasonably necessary or desirable for purposes of such Design Activities and\nServices; provided that such third party enters into a confidentiality\nundertaking in form and substance reasonably satisfactory to AMD Inc.\n\n     (b) Subject to compliance with the terms of Sections 21 and 22 hereof, AMD\nSaxonia agrees and acknowledges that money damages would not be sufficient\nremedy for any breach of this Section 7 by AMD Saxonia and that AMD Inc. shall\nbe entitled to injunctive relief, specific performance and\/or any other\nappropriate equitable remedy.\n\n     (c) AMD Inc. hereby waives, and agrees to cause all other AMD Companies to\nwaive, any and all rights, claims and\/or causes of action such entity now has or\nin the future may have against AMD Saxonia, its successors and assigns, or\nagainst a Beneficiary, based on: (i) its use, in any manner whatsoever, of any\nNon-Proprietary Know-how or Information Residuals; (ii) its use, within the\nscope of the license granted in Section 3(a) hereof, of the Developed\nIntellectual Property; or (iii) its use, in any manner whatsoever, of Post\nResearch Agreement AMD Saxonia Developed Improvements or Post Research Agreement\nAMD Saxonia Developed Intellectual Property. The preceding sentence\nnotwithstanding, AMD Inc. does not waive any rights, claims or causes of action\nbased on the infringement and\/or misappropriation of any patents, copyrights,\nmask works, trademarks and trade secrets, whether registered or not, \n\n\n\n                                       11\n\n \nwhich are owned by AMD Inc. or by an Affiliate of AMD Inc. other than AMD\nSaxonia and not licensed to AMD Saxonia hereunder; provided, however, that the\nuse of Information Residuals shall not be deemed to constitute an infringement\nand\/or misappropriation of any intellectual property rights of AMD Inc. or any\nAMD Company.\n\n     Section 8. Term and Termination.\n                --------------------\n\n     (a) This Agreement shall commence on the date hereof and remain in full\nforce and effect until the date five (5) years from the Loan Agreement\nTermination Date, unless sooner terminated as hereinafter provided.\n\n     (b) This Agreement may be terminated: (i) by AMD Inc. if, subsequent to the\noccurrence of a Trigger Event (as defined below), AMD Saxonia is in material\nbreach of any of its express obligations hereunder in respect of the\nrestrictions on its use of, or in respect of its affirmative obligations with\nregard to, the Developed Intellectual Property, and such breach is not\nsubstantially cured by AMD Saxonia within thirty (30) days of its receipt of\nnotice thereof; or (ii) by either AMD Inc. or AMD Saxonia at any time on or\nafter the date on which both (x) the last copyright or patent for any of the\nDeveloped Intellectual Property expires, and (y) all principal, interest and\nother amounts owed or to be owed by AMD Saxonia under the Loan Agreement have\nbeen paid in full by or for the account of AMD Saxonia (and the Federal Republic\nof Germany has been reimbursed in full by or for the account of AMD Saxonia to\nthe extent the Federal Republic of Germany makes any payment in respect of its\nguarantee of amounts outstanding under the Loan Agreement). Any such termination\nwill be effective immediately upon receipt of notice of such termination by the\nnon-terminating party. Upon termination of this Agreement, unless otherwise\nagreed among AMD Inc. and AMD Saxonia, AMD Saxonia agrees to immediately\ndiscontinue all use of the Developed Intellectual Property. In the event of a\nbreach by AMD Saxonia of any of its obligations contained in this Agreement that\ndo not relate to restrictions on the use of, or affirmative obligations with\nregard to, the Developed Intellectual Property, such breach shall not give rise\nto any right on the part of AMD Inc. to terminate this Agreement.\n\n     (c) For purposes of this Section 8, any of the events described in\nsubsections (i)-(v) below shall be a 'Trigger Event':\n\n          (i) termination of the AMD Saxonia Research Agreement for any reason\n     whatsoever other than upon or following repayment by or for the account of\n     AMD Saxonia) of the Loan Agreement and reimbursement in full of the Federal\n     Republic of Germany by or for the account of AMD Saxonia to the extent the\n     Federal Republic of Germany makes any payment in respect of its guarantee\n     of amounts outstanding under the Loan Agreement;\n\n          (ii) AMD Inc. ceasing to beneficially own, directly or indirectly,\n     more than 50% of the share capital of AMD Saxonia having ordinary voting\n     power for the election of directors of AMD Saxonia or AMD Saxonia ceasing\n     to beneficially own the Plant;\n\n\n                                       12\n\n \n          (iii) a court having jurisdiction in the premises shall enter a decree\n     or order for relief in respect of AMD Inc. in an involuntary case under any\n     applicable bankruptcy, insolvency or other similar law now or hereafter in\n     effect, which decree or order is not stayed; or any other similar relief\n     shall be granted under any applicable federal or state law;\n\n          (iv) a decree or order of a court having jurisdiction in the premises\n     for the appointment of a receiver, liquidator, sequestrator, trustee,\n     custodian or other officer having similar powers over AMD Inc. or over all\n     or a substantial part of its property, shall have been entered; or the\n     involuntary appointment of an interim receiver, trustee or other custodian\n     of AMD Inc. for all or a substantial part of its property; or the issuance\n     of a warrant of attachment, execution or similar process against any\n     substantial part of the property of AMD Inc.; and the continuance of any\n     such events in this subpart (iv) for 90 days unless stayed, dismissed,\n     bonded or discharged; or\n\n          (v) AMD Inc. shall have an order for relief entered with respect to it\n     or commence a voluntary case under any applicable bankruptcy, insolvency or\n     other similar law now or hereafter in effect, or shall consent to the entry\n     of an order for relief in an involuntary case, or to the conversion of an\n     involuntary case to a voluntary case, under any such law, or shall consent\n     to the appointment of or taking possession by a receiver, trustee or other\n     custodian for all or a substantial part of its property; the making by AMD\n     Inc. of any assignment for the benefit of creditors; or the inability or\n     failure by AMD Inc. or the admission by AMD Inc. in writing of its\n     inability to pay its debts as such debts become due; or the Board of\n     Directors of AMD Inc. (or any committee thereof) adopting any resolution or\n     otherwise authorizing action to approve any of the foregoing.\n\n     (d) Section 8(b) above notwithstanding and without derogating from any\nobligations of AMD Holding under the AMD Saxonia Wafer Purchase Agreement to\npurchase inventory and\/or work-in-progress upon a termination of that agreement,\nAMD Saxonia shall have the right to market and sell all of its inventory of\nproducts which utilizes any of the Developed Intellectual Property (including\nderivative works of such Developed Intellectual Property) existing as of the\neffective date of termination of this Agreement for the three month period\nfollowing such effective date to the extent AMD Saxonia may do so at the time of\nsuch termination in accordance with rights and licenses granted to it under this\nAgreement. At the termination of such three-month period, however, AMD Saxonia\nshall destroy any such products, including any derivative works, which remain in\nthe possession or control of AMD Saxonia or any of the AMD Saxonia Persons.\n\n     (e) The provisions of Sections 2, 5, 7, 9, 10, 19, 20, 21 and 22 shall\nsurvive any termination of this Agreement, unless this Agreement has been\nterminated by mutual consent of AMD Inc., AMD Holding and AMD Saxonia after the\nLoan Agreement Termination Date.\n\n     Section 9. Proprietary Technical Documentation.\n                -----------------------------------\n\n     (a) Each of AMD Holding and AMD Saxonia acknowledges and agrees that any\nand all Proprietary Technical Documentation, including all copies or parts\nthereof, shall be and remain the sole property of AMD Inc. and AMD Inc. shall\nretain the sole right to obtain \n\n\n\n                                       13\n\n \ncopyright protection, mask or mask work registration and\/or letters patent in\nany and all countries upon such Proprietary Technical Documentation.\n\n     (b) Each of AMD Holding and AMD Saxonia further agrees that, upon the\ntermination of the respective Service Agreements to which it is a party, AMD\nInc. shall be entitled to remove all Proprietary Technical Documentation and all\nother documentation containing Confidential Information in accordance with the\nprocedure set forth below, and that it shall not, without the written consent of\nAMD Inc., retain or take any copies or other reproductions of, nor shall it\nknowingly withhold from AMD Inc., any such Proprietary Technical Documentation\nor other documentation containing Confidential Information in its possession.\n\n     (c) Promptly following the termination of the AMD Saxonia Research\nAgreement or of this Agreement, AMD Inc. shall be entitled to enter the Plant\nand any other AMD Saxonia premises for the purposes of removing all Confidential\nInformation, including Proprietary Technical Documentation. AMD Saxonia shall\ncooperate with AMD Inc. and shall provide AMD Inc. with full access to its\nrecords and the records of all AMD Saxonia Persons and Affiliates (including\nwithout limitation any digital or other media on which Proprietary Product\nKnow-how or other Confidential Information has been recorded) for purposes of\nallowing AMD Inc. to remove such Proprietary Technical Documentation and any\nother documentation containing Confidential Information. Representatives of AMD\nSaxonia shall be entitled to accompany AMD Inc. at all times while AMD Inc. is\nin the Plant for the purposes of recording those documents that are removed by\nAMD Inc. and\/or lodging an objection to such removal on the basis that such\ndocumentation does not constitute Confidential Information. To the extent AMD\nInc. desires to remove documentation that is not Confidential Information, AMD\nInc. shall be permitted to do so at its sole expense.\n\n     (d) As soon as AMD Inc. has completed the foregoing exercise, it shall\ncertify to AMD Saxonia in writing that it has removed all Confidential\nInformation known to it. AMD Inc. hereby acknowledges and agrees, on behalf of\nitself and all other AMD Companies, that any and all documentation or other\nitems that it knowingly chooses not to remove from the Plant shall thereafter be\ndeemed not to constitute Proprietary Technical Documentation or to contain\nConfidential Information.\n\n     (e) Except where such failure was due to circumstances beyond its control\n(in which case, the removal process shall be completed as soon as reasonably\npracticable) or due to a breach by AMD Saxonia of its covenants to cooperate\nwith AMD Inc., if AMD Inc. fails to complete the foregoing document removal\nprocess within thirty (30) days following the termination of the AMD Saxonia\nResearch Agreement, AMD Inc. and all other AMD Companies shall be deemed to have\nwaived any and all rights, claims and\/or causes of action they have or in the\nfuture may have against AMD Saxonia, its successors and assigns, or against a\nBeneficiary based on the disclosure or use, for any purpose, by such Person of\nany documentation left in the Plant on the grounds that such documentation or\nthe information contained therein is in any manner proprietary to AMD Inc. or\nanother AMD Company.\n\n     (f) In connection with the foregoing, AMD Inc. agrees to indemnify and hold\nharmless AMD Saxonia from and against any and all losses, costs and expenses\nresulting from \n\n\n\n                                       14\n\n \nany damage caused to the Plant by AMD Inc. during the course of conducting the\ndocument removal process.\n\n     Section 10. Disclaimer.\n                 ----------\n\n     (a) EACH PARTY EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES,\nEXPRESS OR IMPLIED, IN CONNECTION WITH THE DEVELOPED INTELLECTUAL PROPERTY AND\nTHIS AGREEMENT, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF\nMERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE\nGENERALITY OF THE FOREGOING, NEITHER PARTY SHALL HAVE ANY LIABILITY IN TORT OR\nSTRICT LIABILITY, NOR SHALL IT BE LIABLE TO THE OTHER FOR ANY ORDINARY,\nINCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES INCURRED BY SUCH OTHER PARTY IN\nRELATION TO THE DEVELOPED INTELLECTUAL PROPERTY.\n\n     (b) IN FURTHERANCE OF THE FOREGOING, NEITHER PARTY WARRANTS THAT THE\nMANUFACTURE OF ANY PRODUCTS INTEGRATING THE DEVELOPED INTELLECTUAL PROPERTY WILL\nNOT INFRINGE ANY PATENT OR SIMILAR INTELLECTUAL PROPERTY RIGHTS OWNED OR\nPOSSESSED BY ANY THIRD PARTIES.\n\n     Section 11. Indemnification. AMD Saxonia agrees to indemnify, defend and\n                 ---------------\nhold harmless AMD Inc. from and shall pay all costs, fees and expenses\n(including reasonable attorney's fees) incurred by AMD Inc. arising out of a\nbreach by AMD Saxonia of this Agreement, but only to the extent the breach takes\nplace after the termination of the AMD Saxonia Research Agreement. AMD Inc.\nagrees to indemnify, defend and hold harmless AMD Saxonia from and shall pay all\ncosts, fees and expenses (including reasonable attorney's fees) incurred by AMD\nSaxonia arising out of a breach by AMD Inc. of this Agreement.\n\n     Section 12. Representations and Warranties. Each of AMD Holding and AMD\n                 ------------------------------\nInc. hereby represents and warrants to AMD Saxonia that:\n\n     (a) Organization; Corporate Power. It is duly incorporated and validly\n         -----------------------------\nexisting under the laws of the jurisdiction of its organization; it is duly\nqualified or licensed and (where the term has a technical meaning) is in good\nstanding as a foreign corporation authorized to do business in each jurisdiction\nwhere, because of the nature of its activities or properties in such\njurisdiction, such qualification or licensing is required, except for such\njurisdictions where the failure to be so qualified or licensed will not\nmaterially adversely affect its financial condition, business, operations or\nprospects; and it has all requisite corporate power and authority (i) to own,\noperate, and lease its assets and properties and to carry on the business in\nwhich it is engaged and in which it currently proposes to engage; and (ii) to\nexecute, deliver and perform its obligations under this Agreement.\n\n     (b) Corporate Authority; No Conflict. The execution, delivery and\n         --------------------------------\nperformance by it of this Agreement have been duly authorized by all necessary\ncorporate action (including any necessary shareholder action) on its part and do\nnot and will not (i) violate any provision of any law, rule, regulation, order,\nwrit, judgment, injunction, decree, determination, \n\n\n\n                                       15\n\n \nor award presently in effect binding on it (which violation, the case of\nperformance only, individually or in the aggregate could reasonably be expected\nto have a material adverse effect on the financial condition, business,\noperations or prospects of AMD Inc. and its Subsidiaries on a consolidated\nbasis) or violate its charter, or (ii) result in a breach of, result in a\nmandatory prepayment or acceleration of indebtedness evidenced or secured by, or\nconstitute a default under, any indenture or loan or credit agreement, or any\nother agreement or instrument, to which it is a party or by which it or its\nproperties are bound, or (iii) result in or require (in either case except as\ncontemplated by the Operative Documents as defined in the Loan Agreement) the\ncreation or imposition of any encumbrance of any nature upon or with respect to\nany of the of the properties now owned by it, and it is not in default under or\nin violation of its charter, or any such law, rule, regulation, order, writ,\njudgment, injunction, decree, determination, award, indenture, agreement or\ninstrument, which default or violation, individually or in the aggregate, could\nreasonably be expected to have a material adverse effect on the financial\ncondition, business, operations or prospects of it and its Subsidiaries on a\nconsolidated basis.\n\n     (c) Valid and Binding Obligation. This Agreement constitutes its legal,\n         ----------------------------\nvalid and binding obligation, enforceable against it in accordance with its\nterms, subject, however, to applicable bankruptcy, insolvency, reorganization,\nmoratorium or similar laws affecting creditors rights generally and except as\nthe enforceability thereof may be limited by general principles of equity\n(regardless of whether considered in a proceeding in equity or law).\n\n     Section 13. Relationship of Parties. Each of the parties shall at all times\n                 -----------------------\nbe independent contractors with respect to each other. Nothing in this Agreement\nshall constitute either party hereto as the partner, joint venturer, employee or\nagent of the other such party, and none of AMD Inc., AMD Holding or AMD Saxonia\nshall act or omit to act in such a way as to suggest the contrary to any third\nparty.\n\n     Section 14. Assignment. This Agreement shall be binding upon and enure to\n                 ----------\nthe benefit of each party hereto and their respective successors and assigns;\nprovided, however, that AMD Saxonia shall not have the right to transfer or\n--------  -------\nassign its interest in this Agreement without the prior written consent of both\nAMD Inc. and, prior to the Loan Agreement Termination Date, the Agent; provided\n                                                                       --------\nfurther, that AMD Saxonia may assign this Agreement to the Agent as security for\n-------\nthe obligations of AMD Saxonia under the Loan Agreement and that, in connection\nwith the enforcement of rights under such security, the rights of AMD Saxonia\nmay be assigned to a transferee of the capital stock or all or substantially all\nof the assets of AMD Saxonia, so long as any transfer of the rights of AMD\nSaxonia under this Agreement in connection with the enforcement of rights under\nsuch security shall include the obligations of AMD Saxonia, including that any\nsuch transfer shall not change the location where and the manner in which the\nDeveloped Intellectual Property may be used pursuant to the rights and licenses\ngranted under this Agreement.\n\n     Section 15. Waivers. No delay or omission in exercise of any right or\n                 -------\nremedy of either party or any default by the other, and no custom or practice of\nthe parties at variance with the terms of this Agreement, shall impair any right\nor remedy otherwise available nor shall it be construed as a waiver of any right\nor remedy. Any waiver by either party of any default must be in writing and\nshall not be a waiver of any other default concerning the same or any other\nprovision. Prior to the Loan Agreement Termination Date, AMD Saxonia shall have\nno right to \n\n\n\n                                       16\n\n \nwaive any of its rights or remedies under this Agreement without the prior\nwritten consent of the Agent.\n\n     Section 16. Rights Cumulative. The rights, remedies and powers of each of\n                 -----------------\nthe parties contained in this Agreement are cumulative and not exclusive of any\nrights, remedies or powers provided to the parties by applicable law. No single\nor partial exercise by any of the parties hereto of any right, remedy or power\nunder this Agreement shall preclude any other or further exercise thereof or the\nexercise of any other right, power or remedy.\n\n     Section 17. Further Assurances. At any time from time to time, upon the\n                 ------------------\nrequest of either party, the parties agree to execute and deliver such further\ndocuments and do such other acts and things as any party may reasonably request\nin order to effect fully the purpose of this Agreement. Without limiting the\nforegoing, each of AMD Inc. and AMD Holdings agrees to prepare and execute from\ntime to time, at the expense of AMD Saxonia, such license agreements\nsubstantially on the terms hereof confirming the licenses and rights of AMD\nSaxonia granted hereby in any specific patent or copyright comprising Developed\nIntellectual Property as AMD Saxonia may reasonably request.\n\n     Section 18. Notices. All notices and other communications required or\n                 -------\npermitted to be given to or made upon any party hereto shall be in writing and\nshall be personally delivered or sent by registered or certified mail, postage\npre-paid, return receipt requested, or by pre-paid telex, TWX or telegram, or by\npre-paid courier service, or by telecopier, to the respective parties hereto at\ntheir respective addresses (or to their respective telex, TWX or telecopier\nnumbers) indicated below, or such other addresses or numbers specified in a\nnotice sent or delivered in accordance with the provisions of this Section 18.\nAny such notice or communication shall be deemed to be given for purposes of\nthis Agreement on the day that such writing or communication is delivered or, in\nthe case only of a telex, TWX or telegram, sent to the intended recipient\nthereof, or in the case only of a telecopier, sent to the intended recipient\nthereof with confirmation of receipt, all in accordance with the provision of\nthis Section 18.\n\n     If to AMD Inc.:           Advanced Micro Devices, Inc.\n                               One AMD Place\n                               P.O. Box 3453\n                               Sunnyvale, California 94088-3453\n                               Attention: General Counsel\n                               Facsimile: (408) 774-7399\n\n     If to AMD Holding:        AMD Saxony Holding GmbH\n                               Washingtonstrasse 16 A\/B\n                               01139 Dresden, GERMANY\n                               Attention:  Geschaftsfuhrer\n                               Facsimile:  49-351-8412-150\n\n\n\n                                       17\n\n \n     If to AMD Saxonia:        AMD Saxony Manufacturing GmbH\n                               Washingtonstra(beta)e 16 A\/B\n                               01139 Dresden, GERMANY\n                               Attention:  Geschaftsfuhrer\n                               Facsimile:  49-351-8412-150\n\n     with a copy to:           Dresdner Bank A.G.\n                               Dr. Kulz-Ring 10\n                               01067 Dresden\n                               Attention:  Direktion\n                               Facsimile: 49-351-489-1350\n\n     Section 19. No Effect on Other Agreements. No provision of this Agreement\n                 -----------------------------\nshall be construed so as to negate, modify or affect in any way the provisions\nof any other agreement among AMD Inc., AMD Holding, AMD Saxonia and\/or any other\nperson or entity except as specifically provided in any such other agreement.\n\n     Section 20. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL\n                 -------------\nBE CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF CALIFORNIA,\nWITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.\n\n     Section 21. Expert Resolution of Certain Disputes.\n                 -------------------------------------\n\n     (a) In the event that following the termination of the AMD Saxonia Research\nAgreement or the AMD Saxonia Wafer Purchase Agreement: (i) AMD Inc. reasonably\nasserts that any information used by AMD Saxonia constitutes Proprietary Product\nKnow-how or that any action by AMD Saxonia constitutes an infringement on any\nintellectual property rights of AMD Inc., or (ii) AMD Saxonia reasonably asserts\nthat any document in the Plant that AMD Inc. wishes to remove does not\nconstitute Proprietary Technical Documentation, the parties agree that they will\nrefer the dispute between them to a technical expert for binding determination.\nPending resolution of any such dispute, AMD Saxonia shall be entitled to\ncontinue to use the information or document in question on the terms of this\nAgreement.\n\n     (b) In the event a dispute of the type set forth in Section 21(a) arises,\nthe parties shall, within three (3) business days thereafter, appoint a mutually\nagreeable, appropriately qualified expert to resolve the dispute between the\nparties. If the parties cannot agree on the choice of the expert within such\ntime frame, either party may request that the President of the European Patent\nOffice appoint a suitably qualified expert to resolve the dispute. The decision\nof the President shall be final and binding on the parties.\n\n     (c) The expert appointed by the parties, or in default, by the Institute,\nshall determine what information is required (and in what format) from either or\nboth parties for the purposes of resolving the dispute and the parties agree to\ncooperate with such expert. In no event shall the expert take more than two (2)\nweeks from the date of appointment within which to reach his or her decision and\nthe expert shall provide its decision in writing to both parties. All costs of\nthe expert shall be shared equally by the parties. The decision of the expert\nshall be \n\n\n\n                                       18\n\n \nappealable only pursuant to the dispute resolution procedures set forth in\nSection 22, and the decision of the expert shall be admissible to the record in\nany proceeding. The decision of the expert shall be final and binding on both\nparties unless appealed by the commencement of proceedings pursuant to Section\n22 within ten (10) days of such decision.\n\n     (d) With regard to the disputes referred to in Section 21(a), it is the\nintent of the parties that the expert resolution procedures contained in this\nSection 21 shall be completed and the expert decision rendered before any other\ntype of dispute resolution procedure, proceeding or action (including, but not\nlimited to, the arbitration proceedings referred to in Section 22 or any other\nform of provisional or preliminary remedies) is commenced, prosecuted or\notherwise pursued.\n\n     Section 22. Arbitration of Disputes. Except as expressly provided in\n                 -----------------------\nSection 21, arbitration under this Section 22 shall be the exclusive means for a\nparty to seek resolution of any dispute arising out of, relating to or connected\nwith this Agreement, except that either party may bring an action before a\ncompetent court for the issuance of provisional or protective measures.\n\n     (a) The parties hereto agree to submit any dispute, controversy or claim\n('Dispute') arising out of, relating to or in any way connected with this\nAgreement to final and binding arbitration in Santa Clara County, California\nunder the Commercial Arbitration Rules and Supplementary Procedures for\nInternational Commercial Arbitration of the American Arbitration Association\n('AAA') then in force except as modified in accordance with the provisions of\nthis Section.\n\n     (b) The arbitral tribunal shall be composed of three arbitrators, one\nappointed by each party, and the two arbitrators so appointed shall, within 15\ndays appoint a third arbitrator who shall be chosen from a country other than\nthose of which the parties are nationals, who shall be fluent in English, and\nwho shall act as Chairman of the tribunal.\n\n     (c) In arriving at decisions, the arbitrators shall apply the terms and\nconditions of this Agreement in accordance with the laws of the State of\nCalifornia.\n\n     (d) The award shall be deemed a U.S. award for purposes of the Convention\non the Recognition and Enforcement of Foreign Arbitral Awards of 1958 (the 'New\nYork Convention'). The English language shall be used in the arbitral\nproceedings and all exhibits and other evidence in a language other then English\nshall be accompanied by English translations when submitted into evidence before\nthe arbitral tribunal.\n\n     (e) The arbitrators are empowered to render the following awards in\naccordance with any provision of this Agreement or any related agreement: (i)\nenjoining a party from performing any act prohibited, or compelling a party to\nperform any act required, by the terms of this Agreement or any related\nagreement and any order entered pursuant to this Agreement and (ii) ordering\nsuch other legal or equitable relief, including any provisional legal or\nequitable relief, or specifying such procedures as the arbitrator deems\nappropriate, to resolve any Dispute submitted for arbitration. The parties shall\nbe entitled to discover all documents and other information reasonably necessary\nfor a full understanding of any legitimate issue raised in the \n\n\n\n                                       19\n\n \narbitration. They may use all methods of discovery customary under U.S. federal\nlaw, including but not limited to depositions, requests for admission, and\nrequests for production of documents. The time periods for compliance shall be\nset by the arbitrators, who may also set limits on the scope of such discovery.\nThe arbitrators shall not be empowered to award consequential or punitive\ndamages.\n\n     (f) Either party may file an application in any proper court described in\nSection 23 below for a provisional remedy in connection with an arbitrable\ncontroversy hereunder, but only upon the ground that the award to which the\napplicant may be entitled may be rendered ineffectual without provisional\nrelief.\n\n     (g) The arbitrators shall issue to both parties a written explanation in\nEnglish of the reasons for the award and a full statement of the facts as found\nand the rules of law applied in reaching the decision.\n\n     (h) The award of the arbitral tribunal will be the sole and exclusive\nremedy between the parties regarding any and all claims and counterclaims with\nrespect to the subject matter of the arbitrated dispute. An award rendered in\nconnection with an arbitration pursuant to this Section shall be final and\nbinding upon the parties, and any judgment upon which an award may be entered\nand enforced in any court of competent jurisdiction.\n\n     Section 23. Consent to Jurisdiction and Forum; AMD Saxonia Appointment of\n                 -------------------------------------------------------------\nAgent for Service of Process.\n----------------------------\n\n     (a) Subject to Sections 21 and 22, all judicial proceedings brought against\nany party hereto with respect to this Agreement may be brought in the United\nStates District Court for the Northern District of California or in any branch\nof the Superior Court of the State of California sitting in Santa Clara County,\nCalifornia, and by execution and delivery of this Agreement, each such party\naccepts for itself and in connection with its properties, generally and\nunconditionally, the nonexclusive jurisdiction of such courts. In addition, each\nsuch party hereby irrevocably and unconditionally waives, to the fullest extent\npermitted by law, any objection which it may now or hereafter have to the laying\nof venue of any such proceedings, and hereby further irrevocably and\nunconditionally waives and agrees to the fullest extent permitted by law not to\nplead or claim that any such proceeding brought in any such court has been\nbrought in an inconvenient forum.\n\n     (b) AMD Saxonia hereby irrevocably appoints CT Corporation Services as its\nagent to receive on behalf of AMD Saxonia and its property service of copies of\nthe summons and complaint and any other process which may be served in any\nproceeding in any state or federal court of competent jurisdiction in the State\nof California.\n\n     (c) AMD Holding hereby irrevocably appoints CT Corporation Services as its\nagent to receive on behalf of AMD Holding and its property service of copies of\nthe summons and complaint and any other process which may be served in any\nproceeding in any state or federal court of competent jurisdiction in the State\nof California.\n\n\n\n                                       20\n\n \n     Section 24. Language. This Agreement is in the English language, which\n                 --------\nlanguage shall be controlling in all respects.\n\n     Section 25. Entire Agreement. This Agreement, the Wafer Purchase Agreements\n                 ----------------\nand the Research Agreements embody the entire agreement and understanding\nbetween the parties with respect to the subject matter hereto. Neither party has\nrelied upon any representation or warranty of the other party in entering into\nthis Agreement except as expressly set forth herein.\n\n     Section 26. Counterparts. This Agreement may be executed in one or more\n                 ------------\ncounterparts and by different parties hereto in separate counterparts, each of\nwhich when so executed and delivered shall be deemed an original but all such\ncounterparts together shall constitute but one and the same instrument;\nsignature pages may be detached from multiple counterparts and attached to a\nsingle counterpart so that all signature pages are physically attached to the\nsame document.\n\n     Section 27. Amendments. No modifications or amendments to this Agreement\n                 ----------\nshall be binding unless in writing and executed by each of the parties hereto.\nIn addition, prior to the Loan Agreement Termination Date, no modification or\namendment to this Agreement may be made without the prior written consent of the\nAgent.\n\n     Section 28. EMU. The European Economic and Monetary Union anticipates the\n                 ---\nintroduction of a single currency and the substitution of the national\ncurrencies of Member States participating in Monetary Union. On the date on\nwhich DM is replaced by the single currency, conversion into such currency shall\ntake effect. The denomination of the original currency shall be retained for so\nlong as this is legally permissible. Conversions shall be based on the\nofficially fixed rate of conversion. Neither the introduction of the single\ncurrency nor the substitution of the national currencies of the Member States\nparticipating in European Monetary Union nor the fixing of the official rate of\nconversion nor any economic consequences that arise from any of the\naforementioned events or in connection with European Monetary Union shall give\nrise to any right to terminate prematurely, contest, cancel, rescind, modify or\nrenegotiate this Agreement or any of its provisions or to raise any other\nobjections and\/or exceptions or to assert any claims for compensation. This\nAgreement shall continue in full force and effect in accordance with its terms.\n\n\n[Remainder of page intentionally left blank]\n\n\n                                       21\n\n \n     IN WITNESS OF THE FOREGOING, AMD Inc., AMD Holding and AMD Saxonia have\ncaused this Agreement to be executed by their authorized representatives as of\nthe date first written above.\n\n\n\n                                            ADVANCED MICRO DEVICES, INC.\n\n\n                                            By: \/s\/ Marvin D. Burkett\n                                               ---------------------------------\n\n                                            Its: \n                                               ---------------------------------\n\n\n                                            AMD SAXONY MANUFACTURING GMBH\n\n\n                                            \/s\/ Jack L. Saltich\n                                            ----------------------------------\n                                            Geschaftsfuhrer\n\n\n\n                                            AMD SAXONY HOLDING GMBH\n\n\n                                            \/s\/ Marvin D. Burkett\n                                            ----------------------------------\n                                            Geschaftsfuhrer\n\n\n\n                                       22\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6576],"corporate_contracts_industries":[9512],"corporate_contracts_types":[9613,9616],"class_list":["post-42448","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-advanced-micro-devices-inc","corporate_contracts_industries-technology__semiconductors","corporate_contracts_types-operations","corporate_contracts_types-operations__ip"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42448","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=42448"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42448"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42448"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42448"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}