AMD 1993 Annual Report Download - page 282

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Section 4.8. The parties have established the [CONFIDENTIAL
INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION] rates set forth in Sections 4.1 and 4.2 based on what they believe
are commercially appropriate arm's-length [CONFIDENTIAL INFORMATION OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] rates given the
anticipated economic performance of JV. If the profits of JV exceed, or fall
short of, those reasonably contemplated by the parties, the parties agree to
make appropriate adjustments to the [CONFIDENTIAL INFORMATION OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] rates.
Article 5. TAXATION.
Section 5.1. If required by applicable laws, JV may withhold
income tax from any payment to AMD or Fujitsu, as the case may be. In the case
of such withholding, JV shall, without delay, pay the withheld tax to the
appropriate tax office and furnish Fujitsu or AMD, as the case may be, with
appropriate evidence of the tax payment.
Section 5.2. JV shall bear all sales, use and other governmental
taxes or transaction charges imposed in any jurisdiction which arise in
connection with the delivery or use of AMD/Fujitsu Technology, or the
manufacture or sale of JV Products by JV hereunder.
Section 5.3. The parties agree that the tangible portion of the
property delivered and to be delivered by AMD to JV is valued at [CONFIDENTIAL
INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION] and by Fujitsu to JV is valued at [CONFIDENTIAL INFORMATION OMITTED
AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION].
Article 6. INTELLECTUAL PROPERTY RIGHTS.
Section 6.1. Except as provided in Section 6.2, all Tripartite
IPR hereunder shall be jointly owned by JV, AMD and Fujitsu. None of the
parties hereto may file an application for a Patent, with respect to such
Tripartite IPR without the prior written consent of the other parties hereto.
The parties agree to cooperate in applying for, prosecuting and maintaining any
Patents as may be mutually agreed and in protecting such Tripartite IPR, and in
each case, to equally divide the expenses thereof. Except for the
[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION] payments required by Sections 4.1 and 4.2, each of
Fujitsu, AMD and JV shall have the right to make, have made, use and sell
products and processes using the Tripartite IPR and to license (except in case
of JV, any such license to be subject to appropriate Board of Directors
approval) Tripartite IPR without accounting to the other parties unless
otherwise mutually agreed upon in writing, except that neither Fujitsu, AMD nor
JV shall assign its ownership interest in any Tripartite IPR to a third party
without the prior written consent of the other parties.
Section 6.2. Where any technology related to JV Products is
developed independently by any party hereto, or by JV jointly with either
Fujitsu or AMD,
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Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1994