AMD 1994 Annual Report Download - page 198

and hold Compaq harmless from any and all costs, expenses and damages
suffered by Compaq in connection with legal action, resulting from a claim
against Compaq [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION] of (i) infringement by the Product
of any IPR of any third party; and/or (ii) infringement by Compaq's
[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION] use of the Product for its intended purpose
(including but not limited to [CONFIDENTIAL INFORMATION OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION], provided AMD is
promptly notified in writing of such legal action and given the option to
take sole control, at AMD's expense, of the defense of such legal action
including any settlement negotiations.
In addition to the above, AMD warrants that it will assist and reimburse
Compaq in the amount equal to [CONFIDENTIAL INFORMATION OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] in the defense of
any legal action brought against Compaq alleging infringement by Compaq's
[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION] use of the Product for its intended purpose
(including but not limited to [CONFIDENTIAL INFORMATION OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] of any IPR of
[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION]. AMD further warrants that it will indemnify Compaq
and hold Compaq harmless from [CONFIDENTIAL INFORMATION OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] of any costs,
expenses and damages suffered by Compaq in connection with legal action,
resulting from a claim against Compaq [CONFIDENTIAL INFORMATION OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] of
infringement by Compaq's [CONFIDENTIAL INFORMATION OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] use of Product for
its intended purpose (including but not limited to [CONFIDENTIAL INFORMATION
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] of
any IPR [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION]. AMD shall not be liable to
[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION], however, for any costs, expenses or damages from
such legal action relating to or resulting from Compaq's use of products
obtained from vendors other than [CONFIDENTIAL INFORMATION OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]. Compaq agrees to
promptly notify AMD in writing of such legal action. The parties agree that
Compaq shall have sole control of the defense of such legal action including
any settlement negotiations. Compaq may not enter into any settlement of
such legal action without the prior written consent of AMD, which consent
shall not be unreasonably withheld. Compaq agrees to keep AMD informed of
the status of such defense, including, but not limited to, the expenses
associated with such defense.
C. Without prejudice to the foregoing warranty and indemnity, in case any of
the Products are held to constitute such infringement and the use of such
Product(s) is enjoined, AMD shall at its discretion and expense, either (i)
procure for Compaq the right to continue using the Product, (ii) modify such
Product so that it becomes non-infringing without adversely affecting
Compaq's specifications or requiring changes in the circuitry of Compaq's
equipment where such Product is used and provide Compaq with such non-
infringing Products in exchange for the infringing Products or if (i) or
(ii) are not possible, then (iii)
Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1995