AMD 2004 Annual Report Download - page 286

an inspection and audit of the returned Products, and in the normal course of business ****. In order to pass inspection, all Products returned in accordance with
this Section 5.4 must be in their original, unopened factory-sealed unit packaging containers and otherwise unaltered.
5.5 Termination of a Channel Partner. Upon termination of a Channel Partner relationship, AMD will promptly updateSchedule 1.2.11 and, as
applicable and if directed by FASL, ****. If so requested by FASL, AMD will **** to FASL at ****.
6. TRADEMARK LICENSE AND RESTRICTIONS; MAINTENANCE; DOCUMENTATION
6.1 License. Subject to the terms and conditions of this Agreement, FASL hereby grants to AMD a non-exclusive, royalty-free, fully paid up license
(including the right to grant sublicenses), during the Term, to use and display the Trademarks in the AMD Territory and Joint Territory, and anywhere else in the
world in connection with **** and AMD ****, in all cases solely in connection with the marketing, promotion, advertisement, sale and distribution of Products
as expressly permitted herein, and in connection with AMD’s obligations set forth in Sections 5, 9 and 11. AMD shall not have the right to use the Trademarks to
form combination marks with other trademarks, service marks, trade names, designs and logos.
6.2 No Additional Rights. AMD shall not use any other trademark or service mark confusingly similar to the Trademarks without the prior written
approval of FASL. AMD understands and agrees that (a) as between the Parties, FASL is the sole owner of all right, title and interest in and to the Trademarks,
(b) the use of any Trademark in connection with this Agreement shall not create in AMD any right, title or interest in or to the Trademarks, and (c) all such use
and goodwill associated therewith shall inure solely to the benefit of FASL. AMD shall not challenge the validity of the Trademarks, nor shall AMD challenge or
take any action inconsistent with FASL’s ownership of the Trademarks or the enforceability of FASL’s rights therein, unless the Trademark in question is used
(without violation of FASL’s rights) or owned by AMD (whether or not such Trademark is registered in any particular jurisdiction) prior to FASL’s adoption or
use of the Trademark, as demonstrated by AMD.
6.3 Registration. FASL shall retain the exclusive right to apply for and obtain registrations for the Trademarks throughout the world. AMD, upon FASL’s
reasonable request, agrees to reasonably cooperate with FASL’s preparation and filing of any applications, renewals or other documentation necessary or useful
to protect FASL’s Intellectual Property Rights in the Trademarks, including by providing FASL with brochures, manuals, advertisements and other materials
concerning Products. Any cooperation that AMD provides in accordance with this Section 6.3 shall be at FASL’s sole cost, provided that such costs are
reasonably incurred.
6.4 Quality Control. All use of the Trademarks shall be in accordance with the FASL trademark guidelines attached hereto asExhibit 6.4, as may be
reasonably amended from time to time by FASL upon reasonable prior written notice to AMD (“Guidelines”), provided that the Guidelines shall apply to all
distributors. AMD shall not use the Trademarks in any manner other than expressly authorized by this Agreement. From time to time upon FASL’s request,
AMD shall submit to FASL samples of all AMD materials bearing the Trademarks. If FASL discovers any use of the Trademarks inconsistent with the
Guidelines on any such submitted samples, and delivers to AMD a writing describing in reasonable detail the improper use, AMD shall promptly cease or
remedy such use.
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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