AMD 2004 Annual Report Download - page 309

SCHEDULE 1.2.5
AMD PRC CUSTOMERS
A. As of the Effective Date, the “AMD PRC Customers” are:
****
B. In addition, “AMD PRC Customers” shall include any Entity or person in the PRC that AMD can demonstrate to FASL meets at least one of the
following criteria:
1. Entities or persons doing business in the PRC but which are headquartered in the AMD Territory.
2. Entities or persons doing business in the PRC the ownership interest of which is held (i) by one or more PRC Entities or persons and (ii) **** or
more by an Entity or person headquartered in the AMD Territory.
3. Entities or persons doing business in the PRC the ownership interest of which is held by (i) an Entity or person headquartered in the AMD
Territory, (ii) an Entity or person headquartered in the Fujitsu Territory and (iii) one or more PRC Entities or persons, provided that the Entity or person
headquartered in the AMD Territory owns the larger ownership interest as between (i) and (ii); provided, further, that the ownership interest of the Entity or
person headquartered in the AMD Territory is equal to or greater than ****.
4. Entities or persons doing business in the PRC the ownership interest of which is held by (i) an Entity or person headquartered in the Joint
Territory, (ii) an Entity or person headquartered in the AMD Territory and (iii) one or more PRC Entities or persons, provided that the Entity or person
headquartered in the AMD Territory owns the larger ownership interest as between (i) and (ii); provided, further, that the ownership interest of the Entity or
person headquartered in the AMD Territory is equal to or greater than ****.
Upon AMD’s making such demonstration to FASL, FASL shall promptly notify Fujitsu in writing (with a copy to AMD) that such Customer constitutes
an AMD PRC Customer, after which time AMD shall have the exclusive right to market (except with respect to FASL), sell and otherwise distribute Products in
the PRC to such Customer.
C. Notwithstanding the foregoing, AMD acknowledges that, in the event that any Entity or person becomes an AMD PRC Customer following the
Effective Date, Fujitsu shall have the right to sell and otherwise distribute Products to such AMD PRC Customer to the extent, but only to the extent, that Fujitsu
has a written agreement or other commitment for the purchase and sale of Products at the time that any such Customer is deemed to constitute an AMD PRC
Customer in accordance with this Schedule 1.2.5, but only to the extent that failing to sell or so distribute would constitute a breach of such agreement or
commitment; provided, that FASL shall use Best Efforts to require Fujitsu to transition sales support for such AMD PRC Customer to AMD as soon as
reasonably practicable.
1
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