AMD 1993 Annual Report Download - page 313

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party, provided, in each case, that the terminating party must exercise
such right not later than one (1) year after receiving written notice from the
other party of such transaction.
(e) In the event that a third party (other than a bank,
insurance company or other financial or investment company or institution)
acquires greater than [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION] ownership of either party and
either a position on the board of directors or a position of management in such
party, where such acquisition of ownership and management position or board
position in such party is judged by the other party after a careful
consideration to be detrimental to such other party, such other party may
terminate this Agreement upon thirty (30) days' advance written notice to such
party, provided that the terminating party must exercise such right not later
than one (1) year after receiving written notice from the other party of such
transaction.
(f) Either party hereto may terminate this Agreement upon
thirty (30) days' written advance notice to the other party where such party
ceases to own more than [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION] of the issued and outstanding
capital stock of JV.
(g) In the event that a change occurs in the management of one
party as a result of a proxy solicitation contest, which change is judged by
the other party after careful consideration to be detrimental to the affairs of
JV, the other party may terminate this Agreement upon thirty (30) days' written
advance notice to such party, provided that the terminating party must exercise
such right not later than one (1) year after receiving written notice from the
other party of such event.
Section 12.3. Effect of Termination.
(a) Except as provided in this Section 12.3, 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 6, 8, 9, 10, 11, 12 and 13, and Sections 7.3 and 7.4,
which shall survive termination or expiration of this Agreement.
(b) Upon termination of this Agreement, Fujitsu and AMD shall
(i) continue to jointly own all the jointly-owned Subject Technology IPR, (ii)
if agreed to by the parties, cooperate in applying for, prosecuting and
maintaining any Patents, and protecting such IPR developed prior to termination
of this Agreement and equally dividing the expenses thereof, and (iii) have the
unlimited right to use and to license such IPR and the right to make, have
made, reproduce, modify, distribute, sell, lease or otherwise dispose of any
processes and products based upon or incorporating such IPR without restriction
or accounting to the other party unless otherwise mutually agreed upon in
writing, except that neither Fujitsu nor AMD shall assign its ownership
interest in such IPR to a third party without the prior written consent of the
other party.
Article 13. MISCELLANEOUS.
Section 13.1. Force Majeure. Neither party shall be liable for
failure to perform, in whole or in material part, its obligations under this
Agreement if such failure is
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Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1994