AMD 2000 Annual Report Download - page 299

are entering into the License Agreement and the amendment and restatement of the
Management Service Agreement and (iii) AMD Holding and AMD Saxonia are entering
into the AMD Saxonia Research Agreement.
NOW, THEREFORE, in consideration of the mutual agreements contained
herein, intending to be legally bound hereby, the parties hereto agree as
follows:
ARTICLE I
Interpretation
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Section 1.01. Definitions. Capitalized terms used and not otherwise
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defined herein shall have the respective meanings assigned to them in the AMD
Saxonia Wafer Purchase Agreement.
Section 1.02. Construction of Certain Terms.
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(a) Unless otherwise specifically provided, (i) references to the
singular shall include the plural and vice versa, and references by way of
masculine pronoun or adjective shall include references by way of the feminine;
(ii) references to Articles, Sections and Subsections shall be to Articles,
Sections and Subsections of this Agreement; (iii) accounting terms are to be
construed in accordance with German GAAP; (iv) save where expressly stated to
the contrary, all references to money, costs and payments in this Agreement are
to money, costs and payments in DM; and (v) references to days in this Agreement
shall be to calendar days.
(b) The index to and headings in this Agreement are inserted for
convenience only and are to be ignored in construing this Agreement
ARTICLE II
Supply of Products
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Section 2.01. Sale of Products by AMD Holding to AMD Inca
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(a) AMD Holding hereby agrees to sell to AMD Inc., and AMD Inc. hereby
agrees to purchase from AMD Holding, in accordance with the terms of this
Agreement, 100% of such Products as are manufactured by AMD Saxonia and sold to
AMD Holding in accordance with the AMD Saxonia Wafer Purchase Agreement. AMD
Holding further agrees that, during the term of this Agreement, unless AMD Inc.
and, prior to the Loan Agreement Termination Date, the Agent, otherwise consent
thereto,
(i) it shall not under any circumstances, directly or indirectly,
(a) market, distribute or sell any Products or any other goods or services
to any Person other than AMD Inc. or one or more of AMD Inc.'s
Subsidiaries and
2
Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001