AMD 2004 Annual Report Download - page 277

1.2.65 “Warranty Period” has the meaning set forth in Section 15.1.
1.3 Interpretation.
1.3.1Certain Terms. The words “hereof,” “herein,” “hereunder” and similar words refer to this Agreement as a whole and not to any particular
provision of this Agreement. The term “including” is not limited and means “including without limitation.”
1.3.2Section References; Titles and Subtitles. Unless otherwise noted, all references to Sections, Schedules and Exhibits herein are to Sections,
Schedules and Exhibits of this Agreement. The titles, captions and headings of this Agreement are inserted for convenience of reference only and are not
intended to be a part of or to affect the meaning or interpretation of this Agreement.
1.3.3Reference to Entities, Agreements, Statutes. Unless otherwise expressly provided herein, (a) references to an Entity include its successors and
permitted assigns, (b) references to agreements (including this Agreement) and other contractual instruments shall be deemed to include all subsequent
amendments, restatements and other modifications thereto or supplements thereof and (c) references to any statute or regulation are to be construed as including
all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such statute or regulation.
2. APPOINTMENT; GRANT OF RIGHTS
2.1 Grant of Distribution Rights; Transitional Support.
2.1.1Grant of Rights. Subject to the terms and conditions of this Agreement, FASL grants to AMD the right to market, sell and otherwise distribute
Products during the Term (a) in the AMD Territory and in the Joint Territory, (b) to AMD Affiliates, AMD Accounts and Global Accounts wherever located and
(c) to AMD PRC Customers in the PRC. No other grant of distribution rights to AMD is implied by this Agreement.
2.1.2Transitional Support.
(a) Subject to the terms and conditions of this Agreement, FASL grants AMD the following rights during the Term with respect to AMD
Transitional Support Customers:
(i) With respect to each AMD Short Term Support Customer, FASL grants AMD the right to market, sell and otherwise distribute
Products in the Fujitsu Territory to such Customer; provided, however, that (A) AMD shall not engage in any new design activity in the Fujitsu Territory
for any such Customer, and (B) AMD shall transition sales support for each such Customer in the Fujitsu Territory to Fujitsu as soon as reasonably
practicable (as reasonably determined by FASL, taking into account various factors, including the preservation of Customer relationships and Customer
demands and requirements). This right shall terminate as to each such Customer upon completion of the transition with respect to such Customer.
6
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 the exhibit has been filed separately with the Securities and Exchange Commission.
Source: ADVANCED MICRO DEVIC, 10-K, March 01, 2005