AMD 2006 Annual Report Download - page 212

EXECUTION VERSION
11.7 The Project Leaders shall establish a procedure for reviewing Invention disclosures in order to determine which Inventions are subject to the provisions of
Section 11.2 of this Agreement relating to joint Inventions.
SECTION 12 – TERM AND TERMINATION
12.1 This Agreement shall be in effect from the Effective Date and, unless terminated prior to expiration as hereinafter set forth, shall remain in force until the
earlier of Qualification for CMOS13S2 or December 31, 2011. The term of this Agreement may be extended by the mutual agreement of the Parties. If the
Parties do not agree to extend this Agreement and if the *** slips beyond December 31, 2011, this Agreement shall be extended for an additional three
(3) month period for the sole purpose of completing the ***. The Parties will mutually agree on the fees for such three (3) month period based upon the
scope of work remaining on the *** project, but in no case higher than fees paid by AMD in the fourth quarter of 2011. All other terms and conditions of
the Agreement will remain in effect during such three (3) month period. If such slippage is greater than three (3) months, this Agreement may be extended
for additional three (3) month periods subject to mutually agreeable terms and conditions (for clarity, including fees based on the scope of work remaining
on the *** project) to be negotiated by the Parties.
12.2 At expiration of this Agreement, Sections 1; 3.8.1; 4.9 – 4.13, inclusive; 5.2, 5.4 – 5.8, inclusive; 5.10; 5.11; 5.13; 6; 7.1, 7.3-7.10 inclusive; 8; 9; 10; 11;
12; 13; 16; 17 and 18 shall survive and continue after the date of such expiration and shall bind the Parties and their legal representatives, successors and
assigns.
12.3 Either Party shall have the right to immediately terminate this Agreement as to a breaching Party (as defined herein) by giving written notice of
termination to the other Party if the other Party (the “breaching Party”) 1) permanently ceases doing business; 2) is adjudged bankrupt or insolvent or files
a petition for bankruptcy; 3) goes into liquidation; or 4) undergoes a Change of Control.
A “Change of Control” shall be deemed to have occurred if (a) there shall be consummated (i) any consolidation or merger of a Party in which such Party
is not the continuing or surviving corporation, or pursuant to which shares of such Party’s common stock would be converted into cash, securities or other
property, other than a merger of such Party in which the holders of such Party’s common stock immediately prior to the merger have substantially the
same proportionate ownership of common stock of the surviving corporation immediately after the merger, or (ii) any sale, lease, exchange or other
transfer (in one transaction or a series of related transactions) of all or substantially all the assets of such Party; (b) the stockholders of a Party shall
approve any plan or proposal for the liquidation or dissolution of such Party, or (c) any person (as such term is used in section 13(d) and 14(d) (2) of the
Securities Exchange Act of 1934 (the Exchange Act”) other than a Party or any employee benefit plans sponsored by such Party, shall become the
beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of securities of the company representing: (i) more than one third of voting
securities
***Confidential Treatment Requested.
Third Amendment and Restatement of “S” Process Development Agreement between AMD and IBM
IBM - AMD Confidential Page 44 of 90
Source: ADVANCED MICRO DEVIC, 10-K, March 01, 2007