AMD 2004 Annual Report Download - page 266

10.4 Dispute Resolution. The Parties hereby agree that claims, disputes or controversies of whatever nature, arising out of, in connection with, or in
relation to the interpretation, performance or breach of this Agreement shall be resolved in accordance with the dispute resolution procedures set forth in
Schedule A to the Operating Agreement applied mutatis mutandis.
10.5 Language. This Agreement is in the English language only, which language shall be controlling in all respects, and all versions hereof in any other
language shall be for accommodation only and shall not be binding upon the Parties. All communications and notices to be made or given pursuant to this
Agreement shall be in the English language.
10.6 Successors and Assigns. Each Party shall have the right (with written notice to the other Party, but without the need to obtain the consent of the other
Party) to assign this Agreement, together with all of its rights and obligations hereunder, to an Acquirer as part of a merger or consolidation of such Party or its
Semiconductor Group with or into such Acquirer or a merger of such Acquirer into such Party, or as part of a sale of all or substantially all of the assets or
business of such Party or its Semiconductor Group to such Acquirer, provided that the assigning Party’s right to make such assignment is contingent and
conditioned upon the non-assigning Party being accorded the right to terminate this Agreement or invoke the provisions of Section 9.3.3 following such merger,
consolidation or sale of assets or business, as applicable, in accordance with the terms of Section 9.2; and provided further that such Acquirer assumes all of the
assigning Party’s obligations under this Agreement, including the obligation to grant, under all Licensed Patents of the assigning Party and its Subsidiaries
licensed as of the Change of Control Date and all Acquirer Licensed Patents (subject to Section 3.3), the rights, licenses and immunities granted to the
non-assigning Party and its Subsidiaries under Sections 2, 3 and 4 (as may be limited under Sections 9.3.2 and 9.3.3). In addition, each Party shall have the right
(with written notice to the other Party, but without the need to obtain the consent of the other Party) to assign this Agreement, together with all of its rights and
obligations hereunder, to a Subsidiary of such Party to which such Party transfers all or substantially all of the assets or business of its Semiconductor Group (for
purposes of clarification, such transfer shall not be deemed a Change of Control of such Party or its Semiconductor Group). Except as expressly provided herein,
the rights and obligations hereunder may not be assigned or delegated by a Party without the prior written consent of the other Party. Any purported assignment,
sale, transfer, delegation or other disposition of such rights or obligations by either Party, except as permitted herein, shall be null and void. Subject to the
foregoing, this Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns. Neither Party
shall assign its rights under any of its Licensed Patents unless such assignment is made subject to the terms of this Agreement.
10.7 Entire Agreement; Amendment. This Agreement (including the Schedules hereto) and the other Transaction Documents constitute the full and
entire understanding and agreement between the Parties with regard to the subject matter hereof, and supersede any prior communications, representations,
understandings and agreements, either oral or written,
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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