AMD 2006 Annual Report Download - page 218

EXECUTION VERSION
of America and, specifically, the State of New York, without regard to conflicts of law, as if said Agreement were executed in, and fully performed within,
the State of New York. Any proceeding to enforce, or to resolve disputes relating to, this Agreement shall be brought before a court of competent
jurisdiction in the State of New York, including a Federal District Court, sitting within such State. Parties hereby expressly waive any right to a jury trial
and agree that any proceeding hereunder shall be tried by a judge without a jury. In any proceedings no Party shall assert that such court lacks jurisdiction
over it or the subject matter of the proceeding.
18.3 In the event of any dispute under this Agreement, and as a condition precedent to any Party filing suit, instituting a proceeding or seeking other judicial or
governmental resolution in connection therewith, the Parties will attempt to resolve such dispute by negotiation in accordance with the following dispute
resolution process. Excepting only that a Party may institute a proceeding seeking an order for payment of any sum properly due and unpaid, a preliminary
injunction, temporary restraining order, or other equitable relief, if necessary in the opinion of that Party to avoid material harm to its property, rights or
other interests, before commencing or at any time during the course of, the dispute procedure in this Section 18.3.
18.3.1Such negotiations shall first involve the individuals in the Management Committee. These individuals will exercise reasonable efforts to resolve
such dispute.
18.3.2If such negotiations do not result within thirty (30) calendar days of their receipt of a written referral to them in a resolution of the dispute, the
dispute will be referred in writing to the senior executives named in Section 4.1.1, above, which senior executives shall discuss and meet in person,
if necessary, in order to attempt to negotiate a resolution to the dispute.
18.3.3Except as set forth above, no Party shall file suit, institute a proceeding or seek other judicial or governmental resolution of the dispute until at least
sixty (60) calendar days after the first meeting between the senior executives.
18.4 In the event that any litigation occurs between or among the Parties pertaining to this Agreement and any technical issues arise in the course thereof, the
Parties shall make good faith efforts to select one or more neutral mutually acceptable technical experts with expertise in the pertinent technical issues to
assist the court in understanding and evaluating such issues.
18.5 Nothing contained in this Agreement shall be construed as conferring on any Party any license or other right to copy the exterior design of any product of
the other Party.
18.6 No Party shall assign any of its rights or obligations under this Agreement without prior written permission from the other Party. If any Party reorganizes
its business so as to set up a Related Subsidiary or Wholly Owned Subsidiary that shall include the entire business and assets responsible for such Party’s
performance of its obligations under this
Third Amendment and Restatement of “S” Process Development Agreement between AMD and IBM
IBM - AMD Confidential Page 50 of 90
Source: ADVANCED MICRO DEVIC, 10-K, March 01, 2007