AMD 2004 Annual Report Download - page 279

Customer with a sufficient level of support in the AMD Territory as Fujitsu (as measured by various factors, including the number of salespeople and the
level of technical competence of AMD’s sales force in light of such Customer’s Product needs), and (B) such Customer is open and willing to purchase
Products from AMD in the AMD Territory, FASL shall issue a certification in writing to Fujitsu (with a copy to AMD) that FASL has made such
determination. Upon receipt of such certification, this right shall terminate.
2.1.3Location of Sale. For purposes of determining the location of a sale of any Product, the “ship to” location on the Purchase Order shall be
determinative.
2.1.4Transition Plan. Promptly after the Effective Date, AMD and FASL shall meet and develop written transition plans for each AMD Short Term
Support Customer, each such plan setting forth in reasonable detail the steps and actions that each Party shall be required to take, and the events that shall be
required to occur, in order for support for the relevant Customer to transfer from AMD to Fujitsu (each, a “Transition Plan”). Each Party will act in accordance
with the Transition Plans. In addition, FASL shall use Best Efforts to require Fujitsu to comply with the transition plans that are developed and agreed by FASL
and Fujitsu in accordance with the Fujitsu Distribution Agreement.
2.2 Appointment of Other Distributors by FASL.
2.2.1In the Joint Territory. FASL shall have the right to appoint additional distributors or sales representatives in the Joint Territory.
2.2.2In the AMD Territory; Other Customers. Subject to Section 14 and for so long as AMD maintains an Ownership Interest of at least twenty-five
percent (25%), FASL shall not have the right to appoint any additional distributors or sales representatives, or grant any existing distributor or sales
representative (other than AMD) any additional rights, in the AMD Territory or with respect to an AMD Account, Global Account or AMD PRC Customer
without AMD’s prior written consent, which consent may be withheld in its sole discretion.
2.2.3No Sales by FASL. Notwithstanding anything to the contrary herein, unless otherwise agreed by the parties on a case-by-case basis, in no
event shall FASL sell or otherwise distribute any Products (or any wafers, die or work-in-progress), except through (i) AMD pursuant to and in accordance with
the terms of this Agreement, (ii) Fujitsu pursuant to and in accordance with the terms of the Fujitsu Distribution Agreement, (iii) the appointment of additional
distributors or sales representatives in accordance with the terms of this Agreement or the Fujitsu Distribution Agreement; or (iv) as may otherwise be permitted
by procedures that may be added to the LLC Operating Agreement subsequent to the Effective Date in accordance with its terms.
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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 the exhibit has been filed separately with the Securities and Exchange Commission.
Source: ADVANCED MICRO DEVIC, 10-K, March 01, 2005