Recent

% | $
Quotes you view appear here for quick access.

Advanced Micro Devices, Inc. Message Board

  • judge_chip judge_chip Nov 3, 2012 9:50 PM Flag

    Intel May Terminate X86 Patent Cross License and Rights

    AMD gives up X86, bankruptcy or insolvency

    Patent Cross License Agreement - Advanced Micro Devices Inc. and Intel Corp.

    (a) A party may terminate the other party's rights and licenses
    hereunder upon notice if the other party hereto commits a
    material breach of this Agreement and does not correct such
    breach within sixty (60) days after receiving written notice
    complaining thereof. In the event of such termination, the
    rights and licenses granted to the defaulting party shall
    terminate, but the rights and licenses granted to the party
    not in default shall survive such termination of this
    Agreement subject to its continued compliance with the terms
    and conditions of this Agreement.

    (b) A party hereto may terminate this Agreement upon sixty (60)
    days written notice of termination to the other party given at
    any time upon or after:

    (1) the filing by the other party of a petition in
    bankruptcy or insolvency;

    (2) any adjudication that the other party is bankrupt or
    insolvent;

    (3) the filing by the other party of any petition or answer
    seeking reorganization, readjustment or arrangement of
    its business under any law relating to bankruptcy or
    insolvency;

    (4) the appointment of a receiver for all or substantially
    all of the property of the other party;

    (5) the making by the other party of any assignment for the
    benefit of creditors;

    (6) the institution of any proceedings for the liquidation
    or winding up of the other party's business or for the
    termination of its corporate charter;

    (7) the other party undergoes a Change of Control. For
    purposes of this Section 6.2(b)(7), "Change of Control"
    shall mean a transaction or a series of related
    transactions in which (i) one or more related parties
    who did not previously own at least a fifty percent
    (50%) interest in a party to this Agreement obtain at
    least a fifty percent (50%) interest in such party, and,
    in the reasonable business judgment of the other party
    to this Agreement, such change in ownership will have a
    material effect on the other party's business, or (ii) a
    party acquires, by merger, acquisition of assets or
    otherwise, all or any portion of another legal entity
    such that either the assets or market value of such
    party after the close of such transaction are greater
    than one and one third (1 1/3) of the assets or market
    value of such party prior to such transaction.

    Sentiment: Strong Sell

    SortNewest  |  Oldest  |  Most Replied Expand all replies
    • Go Bama

      TERM AND TERMINATION FOR CAUSE

      5.1 Term. This Agreement and the rights and licenses granted under this Agreement shall become effective on the Effective Date, and shall continue in effect until the expiration of the last to expire of the Patents, unless earlier terminated by a Party pursuant to Section 5.2.

      = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Confidential treatment has been requested with respect to the omitted portions.
      - 17 -
      INTEL & AMD CONFIDENTIAL

      5.2 Termination; Effects of Termination.

      (a) Termination by Notice for Breach. Subject to the terms of, and as further set forth in, Sections 5.2(d) and 5.2(e), and upon written notice to the other Party (as used in this Section 5.2(a), the “Terminated Party”), a Party may terminate this Agreement as a whole, or the rights and licenses of the Terminated Party and all of its Subsidiaries under this Agreement, or the rights and licenses of any materially breaching Subsidiary of the Terminating Party, in the event the Terminating Party or any of its Subsidiaries commits a material breach of this Agreement and does not correct such material breach within sixty (60) days after such Terminating Party’s receipt of written notice complaining thereof.

      (b) Termination in Bankruptcy. Subject to the terms of, and as further set forth in, Sections 5.2(d) and 5.2(e), and upon written notice to the other Party (as used in this Section 5.2(b), the “Terminated Party”), a Party may terminate this Agreement as a whole, or the rights and licenses of the Terminated Party and all of its Subsidiaries under this Agreement, or the rights and licenses of any Subsidiary of the Terminated Party, if (i) any Bankruptcy Event occurs with respect to such Terminated Party or with respect to any such Subsidiaries, and (ii) following such Bankruptcy Event, such Terminated Party or any of its Subsidiaries takes any Prohibited Action.

      Subject to the provisions of Section 5.2(e)(ii) of this Agreement, the Parties and their respective Subsidiaries acknowledge and agree that, as further described in Section 7.2(b), this Agreement is personal to the Parties and their respective Subsidiaries; that U.S. patent law and other applicable non-bankruptcy law excuses a Party, without its consent, from accepting performance from or rendering performance to anyone other than the other Party and its Subsidiaries; and that this Agreement constitutes an executory contract of the kind specified in Section 365(c)(1) of Title 11 of the United States Code (the “Bankruptcy Code”). The Parties and their respective Subsidiaries further acknowledge and agree that Section 365(e)(1) of the Bankruptcy Code does not prevent termination of rights and licenses as set forth in this Section 5.2(b), and that Section 365(e)(2) of the Bankruptcy Code permits such termination, in each instance on the terms and subject to the conditions of this Section 5.2(b). Each of the Parties and its Subsidiaries hereby waives the protections of the “automatic stay” contained in Section 362 of the Bankruptcy Code to the extent required to permit each other Party to exercise its rights of termination under this Section 5.2(b).

      (c) Termination Upon Change of Control. Subject to the terms of, and as further set forth in, Sections 5.2(d) and 5.2(e), this Agreement shall automatically terminate as a whole upon the consummation of a Change of Control of either Party.

      [****] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Confidential treatment has been requested with respect to the omitted portions.

      - 18 -

      INTEL & AMD CONFIDENTIAL

      (d) Effects of Termination.

      (i) In the event of any termination of this Agreement pursuant to Section 5.2(a), and subject to the provisions of Section 5.2(e), the rights and licenses granted to any terminated Licensed Party(ies), including without limitation the rights granted under Section 3.8(d), shall terminate as of the effective date of such termination, but the rights and licenses granted to the non-terminated Licensed Party(ies) (including without limitation the Terminating Party and all of its non-terminated Subsidiaries) shall survive such termination of this Agreement subject to the non-terminated Licensed Party’s(ies’) continued compliance with the terms and conditions of this Agreement.

      (ii) In the event of any termination of this Agreement pursuant to Section 5.2(c), and subject to the provisions of Section 5.2(e), the rights and licenses granted to both Parties under this Agreement, including without limitation the rights granted under Section 3.8(d), shall terminate as of the effective date of such termination.

      (e) Rights of Licensees upon any Rejection in Bankruptcy.

      (i) Generally. This Section 5.2(e)(i) is in all ways subject to the provisions of Section 5.2(e)(ii). All rights and licenses granted to any Licensed Party under or pursuant to this Agreement are, for all purposes of Section 365(n) of the Bankruptcy Code, licenses of rights to “intellectual property” as defined in the Bankruptcy Code, and, in the event that a case under the Bankruptcy Code is commenced by or against a Party or any of its Subsidiaries granting any right or license hereunder, each applicable Licensed Party shall have all of the rights set forth in Section 365(n) of the Bankruptcy Code to the maximum extent permitted thereby. Without limiting the foregoing, if any such case under the Bankruptcy Code is commenced by or against either Party or its Subsidiaries, each Licensed Party shall be entitled to a copy of any and all such intellectual property and all embodiments of such intellectual property, and the same, if not in the possession of such Licensed Party, shall be promptly delivered to it (a) upon such Licensed Party’s written request following the commencement of such bankruptcy proceeding, unless the Party or Subsidiary subject to such bankruptcy case, or its trustee or receiver, elects within thirty (30) days to continue to perform all of its obligations under this Agreement, or (b) if not delivered as provided under clause (a) above, upon such Licensed Party’s request following any rejection of this Agreement or any right or license hereunder by or on behalf of the Party or Subsidiary subject to such bankruptcy proceeding. All rights of the parties under this Section 5.2(e) and under Section 365(n) of the Bankruptcy Code are in addition to and not in substitution of any and all other rights, powers, and remedies that each Party may have under this Agreement, the Bankruptcy Code, and any other applicable law.

      [****] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Confidential treatment has been requested with respect to the omitted portions.

      - 19 -

      INTEL & AMD CONFIDENTIAL

      (ii) Notwithstanding any provision of this Agreement, the rights granted to each Party under any license hereunder are personal to the receiving party and dependent on such receiving party being the same party from whom the grantor is itself receiving a license. As such, all licenses contained here are mutually interdependent. No license is granted to any Party or Subsidiary of such Party who is not, itself at all times from and after the Effective Date, a licensor of all rights granted by such licensor as of the Effective Date hereunder. Moreover, no such license can survive the rejection of any other license to the extent such rejection (A) is not at the election of or a result of a motion filed or supported in writing by a Licensed Party in its capacity as a debtor or debtor in possession (the “Debtor Licensed Party”) and (B) occurs notwithstanding a written objection to such rejection filed and pursued by the Debtor Licensed Party. By way of illustration and for the avoidance of doubt, if a Debtor Licensed Party attempts to assume a license granted hereunder and a court of competent jurisdiction determines by final order that such license cannot be assumed or such court determines by a final order that such license is rejected or deemed rejected (by operation of law or otherwise), in each case on the grounds that such license cannot be assumed because of limitations on assumption contained in Bankruptcy Code Section 365(c)(1) and in each case over an objection of the Debtor Licensed Party described in the immediately preceding sentence, then, in such event, the Party and any of its Subsidiaries granting any right or license hereunder to the Debtor Licensed Party (a) shall not have, with respect to any license where such Party or any of its Subsidiaries is a Licensed Party to any license granted hereunder by any Debtor Licensed Party or any of its Subsidiaries (the “Debtor Granted Licenses”), any of the rights set forth in Section 365(n)(1)(B) of the Bankruptcy Code or Section 5.2(e)(i) of the Agreement, (b) shall be deemed to have voluntarily and irrevocably elected to have treated all Debtor Granted Licenses for which it is a Licensed Party as terminated under Section 365(n)(1)(A) of the Bankruptcy Code, and (c) shall be deemed to have immediately terminated (without monetary penalty) all Debtor Granted Licenses granted to such Party or such Subsidiary.

      (iii)

      As against Third Parties. The Parties agree that Section 5.2(e)(i) shall apply to any contracts or agreements between any Party or Subsidiary subject to a case under the Bankruptcy Code, on the one hand, and any third party, on the other hand, and that any Licensed Party having a right to intellectual property or embodiments thereof pursuant to Section 5.2(e)(i) or Section 365(n) of the Bankruptcy Code shall be entitled to obtain such intellectual property and such embodiments from such third

      [****] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Confidential treatment has been requested with respect to the omitted portions.

      - 20 -

      INTEL & AMD CONFIDENTIAL

      party, on its own behalf or through and in the name of such Party or Subsidiary, to the same extent as such Licensed Party has a right to obtain such intellectual property and such embodiments from such Party or Subsidiary or its trustee or receiver. In addition, in the event of any rejection of this Agreement or any right or license hereunder by any Party or Subsidiary subject to a case under the Bankruptcy Code, each Licensed Party shall have the right to contract directly with any third party, whether or not such third party has any contractual or other relationship with such Party or Subsidiary, with respect to any intellectual property rights or licenses related to this Agreement.

      (iv) Rights to Maintain and Enforce Intellectual Property. Without limiting any other provision of this Agreement, and subject in particular to Section 5.2(e)(ii) of this Agreement, if any Party or Subsidiary subject to a case under the Bankruptcy Code rejects this Agreement or any right or license hereunder, each Licensed Party shall nevertheless have the right to take all actions on its own behalf, and in the name of such Party or Subsidiary, to maintain the intellectual property in which the Licensed Party has been granted rights and licenses hereunder, and to enforce such rights and licenses against third parties, without the further consent or involvement of such Party or Subsidiary.

      5.3 Survival. The provisions of Sections 1, 2, 3.4, 3.5, 4.1, 5.2(d), 5.3, 6 and 7 will survive any termination or expiration of this Agreement as a whole.

      Sentiment: Strong Sell

      • 6 Replies to judge_chip
      • Intel will gain from AMD's BK fire sale

        Sentiment: Strong Sell

      • AMD's days are indeed numbered, with its late and lame execution of POS products, cash burn and a road map to ruin, AMD won't see 2014, Rory's AMD joy ride will be a very short sob story.

        PATENT CROSS LICENSE AGREEMENT

        BETWEEN

        ADVANCED MICRO DEVICES, INC. AND INTEL CORPORATION

        This Patent Cross License Agreement (“Agreement”) is entered into as of November 11, 2009 (“Effective Date”) by and between Advanced Micro Devices, Inc. a Delaware corporation, having an office at One AMD Place, Sunnyvale, California 94085 (“AMD”) and Intel Corporation, a Delaware corporation, having an office at 2200 Mission College Blvd., Santa Clara, California 95054, U.S.A. (“Intel”) (each of AMD and Intel being a “Party” and together the “Parties”)

        Sentiment: Strong Sell

      • "(5) the making by the other party of any assignment for the
        benefit of creditors;"

        intc used to exercise the authority to confiscate AMD's new leading edge chips. How ?

        Given, AMD had been intc's R&D department disguised as a competitor, then intc funded its R&D department. In fact, AMD never made (very rarely) more revenue than what intc had allocated to its R&D department, for any given year.

        If intc givith, then intc could taketh away, ie., cook the books. AMD's revenue allocations from intc could be recalled anytime for instances when intc wished to fluff its books, IMHO.

      • bump for the gullible AMD pumping chump

        Sentiment: Strong Sell

      • The stupid AMD fanboys don't understand what this means to AMD.

    • Excellent reading material for newbie fantards. I can't believe the amount and level of stupidity demonstrated by delusional fantards. The agreement is clear as day, no way to manouver around it.

      Sentiment: Strong Sell

    • Bumpity bump for delusional fantards.

      Sentiment: Strong Sell

    • Keep up the good work, the truth is revealed for all to see.

      Sentiment: Sell

    • bump it

      Sentiment: Sell

    • hectors_anal_penetration hectors_anal_penetration Nov 17, 2012 5:00 AM Flag

      I shall bump thee..........

      Sentiment: Sell

    • Bump

    • Bump

    • Bump it up!

    • View More Messages
 
AMD
2.31+0.05(+2.21%)May 1 4:00 PMEDT