AMD 1994 Annual Report Download - page 217

5.2.3 AMD agrees to purchase, at a minimum, a number of WAFERS per
week equal to [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION] of the manufacturing capacity reserved in
Section 5.2.1 above provided the Acceptance Criteria of Exhibit D are met.
5.3 In the event AMD reduces its purchases to a level below that of Section
5.2.2, DIGITAL may reduce its reservation of manufacturing capacity to a level
proportionate to the AMD purchase level. The purchase level shall be evaluated
on a monthly basis. If, during any sixty (60) day period AMD does not purchase,
on an average, at least [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION] WAFERS per week, DIGITAL has the
option to terminate this Agreement.
5.4 If die fail to meet parametric specifications, and in AMD's reasonable
opinion such failure is deemed material, AMD may request that DIGITAL stop
production. If DIGITAL is unable to correct such failures within a reasonable
time not to exceed three (3) months, AMD may cancel orders for subsequent DEVICE
production. AMD will notify DIGITAL in writing of its intention to cancel such
orders for subsequent production and include any substantiating data.
5.5 AMD and DIGITAL will work together to install a mutually agreed upon Wafer
Level Reliability (WLR) program. The results of the program will be used to
monitor the process, identify problems, and make improvements.
5.6 AMD representatives shall be allowed to visit DIGITAL's manufacturing
facility during normal working hours upon reasonable prior notice to DIGITAL.
DIGITAL representatives shall be allowed to visit AMD's probe, assembly, and
final test facilities upon reasonable prior notice.
5.7 At AMD's request, DIGITAL will allow AMD to perform periodic audits and
operational reviews of DIGITAL's manufacturing facility. Such an audit will be
subject to supervision by DIGITAL. The audit will encompass at a minimum
Quality Systems, Document Control, Performance to Specifications, Statistical
Process Control (SPC), Wafer Level Reliability (WLR), Calibration, and
preventative maintenance. In no event shall the foregoing include detailed
proprietary process recipes.
SECTION 6 - OWNERSHIP AND LICENSES
6.1 DIGITAL acknowledges and agrees that as between the parties AMD owns and
shall retain all INTELLECTUAL PROPERTY RIGHTS in the TECHNOLOGY PACKAGE and AMD
INFORMATION disclosed to DIGITAL. DIGITAL agrees the information and data
contained in the TECHNOLOGY PACKAGE constitutes AMD CONFIDENTIAL INFORMATION to
be treated in accordance with Section 12. AMD acknowledges and agrees that as
between the parties, DIGITAL owns and shall retain all INTELLECTUAL PROPERTY
RIGHTS in DIGITAL INFORMATION disclosed to AMD.
6.2 The physical medium (e.g., reticles, data bases, etc.) upon which reside
all MASK WORKS generated by DIGITAL in its performance under this Agreement
shall be the property of AMD. However, possession of those physical embodiments
of the
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Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1995