AMD 1998 Annual Report Download - page 82

AMD/Motorola Technology Development and License Agreement
December 3, 1998 - Execution Document
13.3. Termination for Convenience. Commencing on January 1, 2001,
either party may terminate this Agreement without cause by
providing written notice of termination to the other party.
Such termination will be effective six months after such
notice is given.
13.4. Effect of Termination. Upon any termination of this Agreement,
each party will be released from all obligations and
liabilities to the other occurring or arising after the date
of such termination, except that the following will survive
any termination of this Agreement: *****. Neither party will
be liable to the other for damages of any sort solely as a
result of terminating this Agreement in accordance with its
terms. Termination of this Agreement will be without prejudice
to any other right or remedy of either party.
14. Change of Control.
14.1. In the event of a Change of Control of a party to this Agreement,
the following will occur:
(a) the Non-Acquired Party will have the right to
terminate the Agreement;
(b) the ***** may ***** to the ***** the right under the
***** of the ***** to make, have made, use, import,
sell and otherwise dispose of ***** of the ***** and
***** to those *****;
(c) with respect to any ***** that the ***** and the
***** do not agree to continue developing, the *****
will be limited to the ***** and ***** that exist as
of the time of the Change of Control;
(d) the ***** will negotiate in good faith with ***** for
any additional rights sought by the *****; and
(e) in the event the CDR3 Project is not completed and
the Non-Acquired Party and the Acquiring Party are
unable to reach
***** 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 40
Source: ADVANCED MICRO DEVIC, 10-K, March 29, 1999