AMD 2004 Annual Report Download - page 329

Venture Business (as defined in the Contribution Agreement), (ii) Fujitsu’s and its Affiliates’ development, production, manufacture, marketing, distribution,
promotion and/or and sales of Ferro-electric non-volatile memory technology and products and (iii) the performance by AMD and its Affiliates and/or Fujitsu
and its Affiliates of their respective obligations under agreements between AMD and/or its Affiliates and the Joint Venture and/or its Subsidiaries or between
Fujitsu and/or its Affiliates and the Joint Venture and/or its Subsidiaries (provided that any such agreement is not entered into for purposes of circumventing the
intent of this Agreement), shall each be deemed not to constitute a Competing Business.
“NVM” means a non-volatile memory device wherein information stored in a memory cell is maintained without power consumption and the write
time (including erase time if there is an erase operation prior to a write operation) exceeds the read time allowing the device to function primarily as a reading
device.
“Stand-Alone NVM Product” means a semiconductor product (including a single chip or a multiple chip or system product) containing NVM
dedicated to data storage wherein all circuitry (including logic circuitry) contained therein is solely to accept, store, retrieve or access information or instructions
and cannot manipulate such information or execute instructions.
(b) The following rules of interpretation shall apply to this Agreement:
(i) 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.”
(ii) 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.
(iii) Unless otherwise expressly provided herein, (a) references to a Person 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.Competition by AMD Entities and their Affiliates with the Joint Venture. Subject to Section 4(d), during the AMD Non-Competition Term, the AMD
Entities hereby covenant and agree not to (and AMD agrees to cause its Affiliates not to), directly or indirectly, engage in a Competing Business.
3.Competition by the Fujitsu Entities and their Affiliates with the Joint Venture. Subject to Section 5(d), during the Fujitsu Non-Competition Term, the
Fujitsu Entities hereby covenant and agree not to (and Fujitsu agrees to cause its Affiliates not to), directly or indirectly, engage in a Competing Business.
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Source: ADVANCED MICRO DEVIC, 10-K, March 01, 2005