AMD 2002 Annual Report Download - page 268

11.7 The Project Leaders shall establish a procedure for reviewing Invention disclosures in order to determine which Inventions are subject to the
provisions of Section 11.2 of this Agreement relating to joint Inventions.
SECTION 12—TERM AND TERMINATION
12.1 This Agreement shall be in effect from the Effective Date and, unless previously terminated as hereinafter set forth, shall remain in force until
December 31, 2005. The term of this Agreement may be extended by the mutual agreement of the Parties. Notwithstanding the foregoing, if the ***
slips beyond the expiration date of this Agreement, this Agreement shall be extended for an additional three (3) month period without additional
development payments pursuant to Section 5.1. All other terms and conditions of the Agreement will remain in effect during such three (3) month
period. If such slippage is greater than three (3) months this Agreement may be extended for additional three (3) month periods by mutual agreement
of the Parties; however, AMD shall pay an additional *** dollars ($***) each per quarter for any such extensions.
12.2 At expiration of this Agreement, Sections 1; 4.9; 5.2, 5.4-5.8 inclusive; 6; 7.1, 7.3-7.10 inclusive; 8; 9; 10; 11; 12; 13; 16; 17; and 18 shall survive
and continue after the date of such expiration and shall bind the Parties and their legal representatives, successors and assigns.
12.3 Either Party shall have the right to immediately terminate this Agreement as to a breaching Party (as defined herein) by giving written notice of
termination to the other Party if the other Party (the “breaching Party”) 1) permanently ceases doing business; 2) is adjudged bankrupt or insolvent
or files a petition for bankruptcy; 3) goes into liquidation; or 4) undergoes a Change of Control.
A “Change of Control” shall be deemed to have occurred if (a) there shall be consummated (i) any consolidation or merger of a Party in which such
Party is not the continuing or surviving corporation, or pursuant to which shares of such Party’s common stock would be converted into cash,
securities or other property, other than a merger of such Party in which the holders of such Party’s common stock immediately prior to the merger
have substantially the same proportionate ownership of common stock of the surviving corporation immediately after the merger, or (ii) any sale,
lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all the assets of such Party, or (b) the
stockholders of a Party shall approve any plan or proposal for the liquidation or dissolution of such Party, or (c) any person (as such term is used in
section 13(d) and 14(d) (2) of the Securities Exchange Act of 1934 (the Exchange
*** Confidential information omitted and filed separately with the Securities and Exchange Commission.
Source: ADVANCED MICRO DEVIC, 10-K, March 14, 2003