AMD 1993 Annual Report Download - page 294

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Section 12.11. Nature of Rights. Each party shall have the
rights licensed under this Agreement to any other party's technology and the
related IPR when created, developed or invented regardless of whether
physically delivered to such party. All rights and licenses granted under or
pursuant to this Agreement by a party ("licensor party") to another party
("licensee party") are, for purposes of Section 365(n) of the U.S. Bankruptcy
Code (the "Bankruptcy Code"), licenses of "intellectual property" within the
scope of Section 101 of the Bankruptcy Code. The parties agree that each
licensee party, as a licensee of such rights under this Agreement, shall retain
and may fully exercise all of its rights and elections under the Bankruptcy
Code. The parties further agree that, in the event of the commencement of a
bankruptcy or insolvency proceeding by or against the licensor party, each
licensee party shall be entitled to a complete duplicate of (and complete
access to) any such intellectual property and all embodiments thereof. If not
already in the licensee party's possession, such licensee party has the right
to immediate delivery of such intellectual property and embodiments upon
written request of the licensee party (i) upon any such commencement of
bankruptcy proceedings, unless the licensor party or its representative or
trustee elects to continue to perform all of its obligations under this
Agreement, or (ii) if not delivered under clause (i) above, upon the rejection
of this Agreement by or on behalf of the licensor party.
Section 12.12. Tangible Property. The parties agree that the
tangible portion of the property delivered and to be delivered by AMD to
Fujitsu is valued at [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION] and by Fujitsu to AMD is valued at
[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION].
Section 12.13. Governing Law. The validity, construction,
performance and enforceability of this Agreement shall be governed in all
respects by the laws of the State of California, U.S.A.
Section 12.14. Language. This Agreement, and the attachments
hereto, are in the English language, which language shall be controlling in all
respects.
Section 12.15. No Agency or Partnership. This Agreement shall
not constitute an appointment of any party as the legal representative or agent
of any other party, nor shall any party have any right or authority to assume,
create or incur in any manner any obligation or other liability of any kind,
express or implied, against, in the name or on behalf of, any other party.
Nothing herein or in the transactions contemplated by this Agreement shall be
construed as, or deemed to be, the formation of a partnership, association,
joint venture, or similar entity by or among the parties hereto.
Section 12.16. Headings. The section and other headings
contained in this Agreement are for convenience of reference only and shall not
be deemed to be a part of this Agreement or to affect the meaning or
interpretation of this Agreement.
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Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1994