AMD 1993 Annual Report Download - page 229

17
corporation, partnership or other entity, whether or not such
party is the surviving entity of such transaction, unless
immediately after such consolidation or merger shareholders of
such party prior to the transaction continue to own more than
[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION] of the outstanding shares of
stock entitled to vote for the election of directors of such new
or surviving entity, or (iii) a party sells, assigns or otherwise
transfers all or substantially all of the business or assets of
such party relating to its semiconductor merchant market business
to a third party, the other party may terminate this Agreement
upon thirty (30) days' advance written notice to such party,
provided, in each case, that the terminating party must exercise
such right no later than one (1) year after receiving written
notice from the other party of such transaction.
Section 9.3. Effect of Termination.
(a) Except as otherwise provided in this Section
9.3, all rights and obligations of the parties hereunder shall
cease upon termination or expiration of this Agreement, with the
exception of the rights and obligations of the parties under
Articles 2, 4, 6, 7, 8, 9 and 10 and Sections 3.3 and 3.5, which
shall survive termination or expiration of this Agreement.
(b) In the event of termination of this Agreement
pursuant to Section 9.1, the licenses granted by a party under
Article 3 or any sublicenses granted by a party under Article 5,
including the modification pursuant to Section 3.3, shall survive
such termination of this Agreement with respect to any IPR
licensed as of the date of such termination of this Agreement
until expiration of such IPR. Should any of the events described
in clauses (i) through (iii) of Section 9.2(c) ("Change of
Control") occur with respect to a party during the period in
which license rights are surviving pursuant to this Section
9.3(b), the other party shall have the right to exercise the
rights of a Terminating Party as described in Sections 9.3(c) and
(d), and the rights of the parties shall thereafter be as set
forth in Sections 9.3(c) and (d) rather than this Section 9.3(b).
(c) If a party (the "Terminating Party")
terminates this Agreement pursuant to Section 9.2, the licenses
granted by the Terminating Party to the other party (the
"Terminated Party") under Article 3, or any sublicenses granted
by the Terminated Party under Article 5, shall survive such
termination with respect to IPR licensed as of the date of such
termination of this Agreement until expiration of such IPR,
except that with respect to Patents such post-termination
licenses and sublicenses shall be limited solely to (i)
Incorporated Products and Licensed Products being made or have
made and sold by the Terminated Party and its Subsidiaries
sublicensed hereunder at the time of such termination and
modifications thereof that do not add functionality ("Existing
Products") and (ii) process Patents licensed at the time of such
termination ("Existing Process Patents"), whether such Existing
Process Patents are used in the manufacture of Existing Products
16
Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1994