AMD 2004 Annual Report Download - page 264

9.3.2 Upon termination of this Agreement pursuant to Section 9.2, the rights, licenses and immunities granted by each Party and its Subsidiaries
hereunder shall survive such termination solely under those Licensed Patents that are entitled to an effective filing date that is on or before, and are licensed as of,
the Change of Control Date, and shall continue until the expiration of the last to expire of such Licensed Patents, subject to Sections 9.2 and 9.3.3.
9.3.3 Upon termination of this Agreement pursuant to Section 9.2 or invocation of the provisions of this Section 9.3.3 pursuant to Section 9.2, the
rights, licenses and immunities granted under Circuit Patents to Acquired Party and its Subsidiaries hereunder shall be limited solely to:
(a) each Existing Product and Pending Product of Acquired Party and its Subsidiaries sublicensed hereunder as of the Change of Control Date
(“Acquired Party Covered Product”);
(b) each Existing Product and Pending Product of Acquirer as of the Change of Control Date that would have been in direct competition with
an Acquired Party Covered Product if both such products were offered for sale contemporaneously by different Persons (“Acquirer Competitive
Product”); and
(c) Successor Products.
Notwithstanding anything to the contrary, once the rights, licenses and immunities granted under Circuit Patents to an Acquired Party and its Subsidiaries
hereunder have been limited pursuant to this Section 9.3.3, in no event shall such rights, licenses and immunities be subsequently broadened or expanded to
cover additional products or Patents.
9.4 Effect on Royalties. To the extent that FASL retains any of the licenses under Parent Licensed Patents other than Coatue Licensed Patents granted by
Parent under Sections 3 and 5 following any termination of this Agreement, the obligations of FASL under Section 6.1 shall survive. To the extent that FASL
retains any of the licenses under Coatue Licensed Patents granted by Parent under Sections 3 and 5 following any termination of this Agreement, the obligations
of FASL under Section 6.2 shall survive. To the extent that Section 6.1 or Section 6.2 survives, Sections 6.3 through 6.8 shall survive.
9.5 Continuing Liability. The termination of this Agreement for any reason shall not release either Party from any liability, obligation or agreement which
has already accrued at the time of termination. Termination of this Agreement for any reason shall not constitute a waiver or release of, or otherwise be deemed
to prejudice or adversely affect, any rights, remedies or claims, whether for damages or otherwise, which a Party may have hereunder, at law or otherwise, or
which may arise out of or in connection with such termination.
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Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request.
Omissions are designated as ****. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.
Source: ADVANCED MICRO DEVIC, 10-K, March 01, 2005