AMD 1998 Annual Report Download - page 120

AMD/Motorola Patent License Agreement
December 3, 1998 - Execution Document
Notwithstanding the foregoing, if a third party holding at least twenty percent
(20%) ownership interest in any such SUBSIDIARY asserts a patent against the
LICENSED PRODUCTS of MOTOROLA or their use or refuses to grant a license to
MOTOROLA under such patent on fair, reasonable and non-discriminatory conditions
or otherwise seeks legal redress, licenses granted hereunder to that SUBSIDIARY
shall terminate as of the date of such assertion or refusal. In the event that
AMD's Vantis SUBSIDIARY ceases to be a SUBSIDIARY as defined herein, AMD shall
retain the right to extend the provisions of this Section 3.13 thereto but only
for those products and volumes manufactured and sold at the time of divestiture.
3.14. No licenses under any copyrights or mask work rights of either MOTOROLA
or AMD are granted under this Agreement.
Section 4. PAYMENTS
4.1. The releases, rights, nonassertions, and licenses granted by MOTOROLA to
AMD and by AMD to MOTOROLA *****.
Section 5. TERM ,TERMINATION, AND ASSIGNABILITY
5.1. The term of this Agreement shall be from the EFFECTIVE DATE and shall
extend for a period of seven (7) years unless earlier terminated as elsewhere
provided in this Agreement.
5.2. In the event of any material breach of this Agreement by either party
hereto, if such breach is not corrected within forty-five (45) days after
written notice describing such breach, this Agreement may be terminated
forthwith by further written notice to that effect from the party noticing the
breach.
5.3. Either party hereto shall also have the right to terminate this
Agreement forthwith by giving written notice of termination to the other party
at any time, except in the event of, and only during, a reorganization under
Chapter 11 of the United States Bankruptcy Code, upon or after:
5.3.1. the filing by such other party of a petition in bankruptcy or
insolvency; or
5.3.2. any adjudication that such other party is bankrupt or insolvent; or
5.3.3. the filing by such other party of any legal action or document seeking
reorganization, readjustment or arrangement of its business under any law
relating to bankruptcy or insolvency; or
5.3.4. the appointment of a receiver for all or substantially all of the
property of such other party; or
5.3.5. the making by such other party of any assignment for the benefit of
creditors; or
5.3.6. the institution of any proceedings for the liquidation or winding up of
such other party's business or for the termination of its corporate charter.
***** Certain information on this page has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.
Page 9
Source: ADVANCED MICRO DEVIC, 10-K, March 29, 1999