AMD 2002 Annual Report Download - page 269

Act”) other than a Party or any employee benefit plans sponsored by such Party, shall become the beneficial owner (within the meaning of Rule
13d-3 under the Exchange Act) of securities of the company representing: (i) more than one third of voting securities having the voting power of
such Party’s then outstanding securities ordinarily (and apart from rights accruing in special circumstances) having the right to vote in the election of
directors, as a result of a tender or exchange offer, open market purchases, privately negotiated purchases, or otherwise, only if such person and its
Subsidiaries exceeded ten billion US dollars in revenue from the sale of microprocessor Semiconductor Products in calendar year 2001; or (ii) fifty
percent (50%) or more of voting securities having the voting power of such Party’s then outstanding securities ordinarily (and apart from rights
accruing in special circumstances) having the right to vote in the election of directors, as a result of a tender or exchange offer, open market
purchases, privately negotiated purchases, or otherwise.
12.4 If either Party to this Agreement fails to perform or violates any material obligation of this Agreement, then, upon thirty (30) days written notice to
the breaching Party specifying such failure or violation (the “Default Notice”), the non-breaching Party may terminate this Agreement as to the
breaching Party, without liability, unless:
The failure or violation specified in the Default Notice has been cured within a thirty (30) day period; or
The failure or violation reasonably requires more than thirty (30) days to correct (specifically excluding any failure to pay money), and the
breaching Party has begun substantial corrective action to remedy the failure or violation within such thirty (30) day period and diligently pursues
such action, in which event, termination shall not be effective unless ninety (90) days has expired from the date of the Default Notice without such
corrective action being completed and the failure or violation remedied.
12.5 Notwithstanding any provision to the contrary elsewhere in this Agreement, the non-breaching Party shall have the right to terminate all licenses and
disclosure rights granted to the breaching Party pursuant to Sections 7, 8, 9, 10 and 11. If such licenses are terminated, the breaching Party shall
immediately return to the non-breaching Party, or destroy, any documentation or materials embodying Specific Results and/or Background
Know-How, and such return or destruction shall be certified to the non-breaching Party, in writing, by an officer of the breaching Party.
Notwithstanding any such termination of licenses and disclosure rights to the breaching Party, the rights granted by the breaching Party to the
non-breaching Party shall survive and remain in full force and effect. In addition, the breaching Party shall continue to be bound by the limitations
and obligations set forth in Sections: 1; 4.9 and 4.10; 5; 6; 7.1, 7.3, 7.4; 8.6; 9.2; 12; 13; 16; 17; and 18.
Source: ADVANCED MICRO DEVIC, 10-K, March 14, 2003