Marketing Cooperation Agreement

EXHIBIT 99.3


MARKETING COOPERATION AGREEMENT


This Marketing Cooperation Agreement("Agreement") is made as of July 31, 1995 (the "Effective Date") by and between Samsung Electronics Company Limited, a Korea corporation ("SEC") and AST Research, Inc., a Delaware corporation ("AST").


PURPOSE


Both SEC and AST believe that, in order to form a successful strategic alliance that will enhance the overall competitive position of each party without limiting the competition which may exist between them, and with respect to Non- Competing Products (as defined herein) only, SEC and AST shall cooperate to share expertise to jointly market currently existing and newly developed non- competing products of each party in order to achieve maximum market penetration for both parties, in a manner consistent with all applicable laws and regulations (the "Marketing Cooperation Goals").


AGREEMENT


Article l. Definitions


1.1 "Non-Competing Products" shall mean existing and newly developed products
of each party in which the parties do not compete in sales in the U.S. or
in which any competition for sales outside the U.S. does not impact or
effect competition in or from the U.S. (but only if required under
applicable law).


Article 2. Marketing Organization


2.1 General. As limited under this Agreement and consistent with the Marketing
-------
Cooperation Goals and all applicable laws and regulations, the provisions
of this Article 2 shall apply.


2.2 Entity Structure. Within 30 days of the Effective Date and throughout the
----------------
term hereof, SEC and AST agree to have an entity structure for worldwide
marketing that reports directly to the General Manager of each product
group of each party, or an equivalent entity structure.


2.3 Team Members. Each party shall designate two members of their own
------------
worldwide marketing entity structure for a team which shall be wholly
responsible for the marketing cooperation activities between SEC and AST
(the "Marketing Cooperation Team").


2.4 Cooperation Coordinators. The manager of the Marketing Cooperation Team of
------------------------
each party shall be at the senior


1


manager level or above (the "Marketing Cooperation Coordinator").


2.5 Marketing Cooperation Conference. A marketing conference shall be held at
--------------------------------
least once every ninety (90) days to identify marketing cooperation
opportunities (the "Marketing Cooperation Conference"). AST shall host the
first such conference within three (3) months of the Effective Date.
Thereafter, each party shall alternate hosting every other such conference
held throughout the term hereof. Such conference size, format (in person,
video conference or teleconference), topics, schedule and budget will be
decided by the TEC (as defined in that certain General Terms Agreement
between the parties of even date herewith (the "General Terms Agreement")).
At a minimum, the Marketing Cooperation Conference shall be attended by the
Marketing Cooperation Team from each party.


2.6 Cooperation Projects. The Marketing Cooperation Team shall be responsible
--------------------
for the planning and execution of the marketing cooperation projects in a
way to maximize the benefits to both SEC and AST.


Article 3. Scope of Cooperation


3.1 Cooperation Efforts. Under this Agreement and in a manner consistent with
-------------------
the Marketing Cooperation Goals and all applicable laws and regulations,
the SEC and AST shall participate in a variety of cooperative efforts to
achieve the Marketing Cooperation Goals including, without limitation, with
respect to Non-Competing Products, providing to one another full
cooperation, in good faith, to devise short and long term strategies,
identify product needs, develop product concepts that include optimum
product specif ...