"Affiliate" of a person or Entity means any other person or Entity which, directly or indirectly, controls, is controlled by, or is under common control with, such person or Entity. The term "control" (including, with correlative meaning, the terms "controlled by" and "under common control with"), as used with respect to any person or Entity, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such person or Entity, whether through the ownership of voting securities, by contract or otherwise. A person or Entity shall be deemed an Affiliate of another person or Entity only so long as such control relationship exists. Notwithstanding the foregoing, neither Spansion nor any of its directly or indirectly majority owned subsidiaries (whether organized as corporations, limited liability companies or other legal entity) shall be deemed to be an Affiliate of AMD, except to the extent expressly provided in this Agreement.

"Aggregate Ownership Interest" has the meaning set forth in Spansion's Certificate of Incorporation.

"AMD Agents" means the agents, subcontractors, and representatives of AMD, including AMD Affiliates.

"AMD Flash Memory Business" means the research and development, manufacture, marketing, distribution, promotion and sale of Stand-Alone NVM Products (excluding distribution and sales-related activities) by AMD and its Affiliates.

"AMD Personnel" means the personnel of AMD and AMD Agents who provide the Services.

"AMD Service Location(s)" means any service location owned, leased, or operated by AMD, or used by AMD with the consent of a third party other than Spansion, from which AMD provides Services.

"Change(s)" means any change to the Services that would materially alter the service content, scope, or performance standards of the Services, or materially alter the cost to Spansion of the Services. Examples of changes would include replacing a significant vendor, but not day to day operational issues normally handled by staff in the routine performance of their duties.

"Effective Date" means June 30, 2003.

"Entity" means a corporation, partnership, limited liability company, or other enterprise, association, organization, or entity.

"Fees" has the meaning set forth in Section 8.1.

"Fujitsu" means Fujitsu Limited, a company organized under the laws of Japan.

"Governmental Approvals" means all licenses, consents, permits, approvals and authorizations of any Governmental Authority, or any notice to any Governmental Authority, the granting of which is required by Law, for the consummation of the transactions contemplated by this Agreement.

"Governmental Authority" means any Federal, state, municipal, local, territorial, or other governmental department, regulatory authority, judicial or administrative body, whether domestic, foreign or international.

"Law" means any declaration, decree, directive, legislative enactment, order, ordinance, regulation, rule or other binding restriction of or by any Governmental Authority.

"Licensed Parent Software" has the meaning given to it in the Amended and Restated Intellectual Property Contribution and Ancillary Matters Agreement among the Parties, AMD Investments, Inc. and Fujitsu of even date herewith.

"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.

"Other Software" means all Software, other than AMD Licensed Parent Software, which is used by AMD in the provision of the Services, or Software used by Spansion in the receipt of the Services.

"Pass-Through Expenses" has the meaning set forth in Section 8.1.

"Reimbursable Expenses" means reasonable out-of-pocket travel and travel-related expenses reasonably agreed to by Spansion and to the extent such expenses are reimbursable under Spansion's reimbursement policy.

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