AMD 1993 Annual Report Download - page 281

6
On or before the date of such payment JV shall send to Fujitsu and AMD a
report describing the basis for its [CONFIDENTIAL INFORMATION OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] calculation.
Notwithstanding Sections 4.1 and 4.2 and any other provisions hereof, no
[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION] shall be payable by JV to a party on JV Products if such
JV Products do not embody, do not incorporate or are not otherwise subject to
(or are not manufactured through processes or methods that embody, incorporate
or are otherwise subject to) the IPR of such party, Subject Technology IPR, or
Tripartite IPR.
Section 4.4. JV shall pay to Fujitsu and/or AMD, as the case may
be, a fee for any technical training provided to JV by Fujitsu and/or AMD
pursuant to Section 3.5 at a rate to be mutually agreed by the JV, Fujitsu and
AMD, which shall include a fee for the services of any employees provided and
all actual costs incurred by Fujitsu and/or AMD, as the case may be, in
providing such training, including but not limited to, travel, hotel and per
diem expenses of such employee(s) and any costs of translation and reproduction
of written materials. JV shall pay such fee to Fujitsu and/or AMD, as the case
may be, within thirty (30) days of the date of the invoice issued by Fujitsu or
AMD.
Section 4.5. All payments made hereunder pursuant to Section 4.3
and 4.4 above shall be free and clear of all deductions, withholding taxes or
other charges, except as provided in Article 5, and shall be made by JV in
Japanese yen to Fujitsu or US dollars to AMD, by wire transfer to a bank
account(s) designated by Fujitsu or AMD, as the case may be, unless otherwise
mutually agreed upon. Any currency conversion required in connection with
payment to Fujitsu or AMD, as the case may be, shall be at the rate received by
JV at the time of such payment from the bank it utilizes to make such payment.
Section 4.6. Fujitsu and AMD shall each have the right, at its
own expense, upon reasonable notice and at reasonable times, but not more than
once each fiscal year for each party, to inspect, through an independent
auditor or another person reasonably acceptable to JV, JV's records for the
purpose of verifying the accuracy of JV's calculations of [CONFIDENTIAL
INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION]. JV shall keep records showing the JV Products sold or otherwise
disposed of under the licenses granted herein and the calculation of Net Sales
in sufficient detail to enable the [CONFIDENTIAL INFORMATION OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] payable to Fujitsu or
AMD to be determined. Such records shall be maintained for a period of at
least [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION] after the date when payment is due by JV.
Section 4.7. In the event Fujitsu or AMD, as the case may be, is
required to pay a fee to a third party pursuant to any license agreement or
amendment to an existing license agreement for sublicensing such third party's
intellectual property rights to JV, JV shall be responsible for such fee to the
extent such fee is a separate [CONFIDENTIAL INFORMATION OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] on sales by JV. Where
such fee is part of a general lump sum payment, the sublicensing party and JV
shall agree upon a mutually acceptable allocation of such payment.
5
Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1994