OEM Account definition
OEM Account means an Entity or Person that purchases or otherwise acquires Products to manufacture any product which (i) is designed by or for, or whose design is adapted by, any FEI Account or any JMA Account and (ii) incorporates Product, irrespective of branding or distributor of such product. OEM Accounts include (without limitation) the Customers listed on Schedule 1.1.68 to Amendment No. 1 to this Agreement.
Section 2.1.1 Grant of Rights is amended to read in its entirety as follows: Subject to the terms and conditions of this Agreement, Spansion grants to Fujitsu the right to market, sell and otherwise distribute Products during the Term (a) in the Fujitsu Territory and in the Joint Territory, and (b) to Fujitsu Affiliates, Fujitsu Accounts, FEI Accounts, JMA Accounts, Global Accounts and OEM Accounts wherever located. Such granted rights shall allow Fujitsu to maintain its marketing, sales, support and other relationships (directly or indirectly through Fujitsu Channel Partners) with FEI Accounts and FEI JMA Accounts with respect to Products as such relationships existed prior to the Amendment Date and to market, sell and otherwise distribute Products to FEI Accounts and FEI JMA Accounts without any change to such relationships on or after the Amendment Date. Spansion acknowledges and agrees, in planning and conducting its marketing, sales and distribution of Products, to respect such relationships between FEI Accounts and FEI JMA Accounts and not to interfere, or permit or cause any other Entity or person to interfere, with such relationships. For the avoidance of doubt, the term “interfere” will be deemed to exclude responses by Spansion itself or other Spansion distributors to requests by FEI Accounts or FEI JMA Accounts without solicitation by Spansion or such other distributors to purchase Products from Spansion or such other distributors. No other grant of distribution rights to Fujitsu is implied by this Agreement. For the avoidance of doubt, Fujitsu’s rights granted hereunder exclude, among other things, the right to market, sell and otherwise distribute Products (a) in the Spansion Territory (except with respect to Fujitsu Affiliates, Fujitsu Accounts, FEI Accounts, JMA Accounts, OEM Accounts and certain Global Accounts identified in Schedule 2.1), (b) to Spansion Accounts and Spansion PRC Customers, or (c) any grant of a right of exclusivity to any territory or account; provided that, if Spansion, or any of its Affiliates or distributors sells any Pr...