AMD 1993 Annual Report Download - page 317

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Section 13.8. Announcement. The parties may announce the
existence of the parties' relationship and this Agreement at a time and in a
form to be mutually determined. Neither party shall unreasonably withhold its
consent to a time proposed by the other party.
Section 13.9. Severability. If any term or provision of this
Agreement shall be determined to be invalid or unenforceable under Applicable
Law, such provision shall be deemed severed from this Agreement, and a
reasonable valid provision to be mutually agreed upon shall be substituted. In
the event that no reasonable valid provision can be so substituted, the
remaining provisions of this Agreement shall remain in full force and effect,
and shall be construed and interpreted in a manner that corresponds as far as
possible with the intentions of the parties as expressed in this Agreement.
Section 13.10. No Waiver. Except to the extent that a party
hereto may have otherwise agreed in writing, no waiver by that party of any
condition of this Agreement or breach by the other party of any of its
obligations or representations hereunder shall be deemed to be a waiver of any
other condition or subsequent or prior breach of the same or any other
obligation or representation by the other party, nor shall any forbearance by
the first party to seek a remedy for any noncompliance or breach by the other
party be deemed to be a waiver by the first party of its rights and remedies
with respect to such noncompliance or breach.
Section 13.11. Governing Law. The validity, construction,
performance and enforceability of this Agreement shall be governed in all
respects by their laws of the State of California, U.S.A.
Section 13.12. Nature of Rights. Each party shall have the
rights licensed under this Agreement to the other party's technology and
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 the other 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 the
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, the
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, the 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 13.13. 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
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Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1994