AMD 1994 Annual Report Download - page 223

12.2 In the event of a dispute as to conformance, at DIGITAL's request, AMD
shall provide an agreed upon number of Data-Logged samples to DIGITAL.
12.3 The foregoing warranty constitutes DIGITAL's exclusive liability, and the
exclusive remedy of AMD, for any breach of warranty of the DEVICES. THIS
WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR
STATUTORY, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE, WHICH ARE EXPRESSLY DISCLAIMED.
12.4 AMD shall indemnify, defend, and hold DIGITAL harmless against all
expenses, damages, costs, or other losses to DIGITAL contained in the judgment
or settlement of any suit or proceeding brought against DIGITAL for infringement
of copyright, patent, trademark or other INTELLECTUAL PROPERTY RIGHTS arising
from (i) compliance with AMD's design, specifications, processes or DEVICE
related instructions, in designing and/or producing DEVICES or (ii) sale to AMD
of such DEVICES. AMD will defend at its own expense, including reasonable
attorney's fees, any suit or proceeding brought against DIGITAL alleging any
such infringement, provided that DIGITAL (i) gives AMD immediate notice of any
such suit or proceeding and permits AMD through counsel of its own choice,
reasonably acceptable to DIGITAL, to defend such suit or proceeding and (ii)
gives AMD all needed information, assistance and authority, including the right
to settle such suit or proceeding on such terms as AMD deems acceptable, at AMD
expense, necessary for AMD to defend any such suit or proceeding.
12.5 Except as provided for in Section 12.4, and limited to copyright, patent,
trademark or other INTELLECTUAL PROPERTY RIGHTS held or used by DIGITAL in the
process of providing foundry services, to AMD under this Agreement, DIGITAL
shall indemnify, defend, and hold harmless against all expenses, damages, costs,
or other losses to AMD contained in the judgment or settlement of any suit or
proceeding brought against AMD for infringement of copyright, patent, trademark
or other INTELLECTUAL PROPERTY RIGHTS arising from AMD's purchase, sale, or use
of die, WAFERS or DEVICES manufactured by DIGITAL. DIGITAL will defend at its
own expense, including reasonable attorney's fees, any suit or proceeding
brought against AMD alleging any such infringement, provided that AMD (i) gives
DIGITAL immediate notice of any such suit or proceeding and permits DIGITAL
through counsel of its own choice, reasonably acceptable to AMD, to defend such
suit or proceeding and (ii) gives DIGITAL all needed information, assistance and
authority, including the right to settle such suit or proceeding on such terms
as DIGITAL deems acceptable, at DIGITAL's expense, necessary for DIGITAL to
defend any such suit or proceeding. Additionally, if use of die, WAFERS, or
DEVICES is enjoined or ceases in accordance with a settlement of any suit or
proceeding, DIGITAL will, at its expense, procure for AMD the right to continue
using and selling the previously delivered die, WAFERS, or DEVICES or modify
them to become noninfringing, or if the first two options are not reasonably
available, to refund the purchase price for such previously delivered die,
WAFERS, or DEVICES. This indemnification obligation by DIGITAL shall not apply
if the alleged infringement is based upon the combination of the DIGITAL process
with AMD design, specifications, processes or DEVICE related instructions where
the asserted
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Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1995