AMD 1994 Annual Report Download - page 242

relevant process information to make, use, and sell products of third parties
except as provided in Section 2.2.
2.4 AMD will provide the initial mask set for each version or the initial mask
for the mask set for each revision requested by AMD of each Product. TSMC will
provide any subsequent mask set for each version or any mask set for each
revision requested by TSMC. Such mask sets or variations thereof shall only be
used for AMD.
2.5 Upon mutual agreement of the parties, production may be started prior to
completion of full Qualification.
2.6 Die delivered for Qualification must meet all Qualification Requirements as
set forth in Exhibits B (1.4, 1.7, 1.8). Quarterly progress reports will be
provided by TSMC on its progress towards Qualification of the Qualified Process.
2.6.1 If TSMC successfully completes Qualification, then, upon written
notice from AMD of successful completion, TSMC will proceed to manufacture and
deliver Die at a rate which is agreed upon by TSMC and AMD in accordance with
Section 3.2.
2.6.2 If TSMC fails Qualification, such failure shall not be considered
a breach of this Agreement, and:
2.6.2.1 If TSMC is at fault or neither party is at fault, TSMC shall
provide AMD with new Die at TSMC's expense within sixty (60) days after
notification in writing by AMD of TSMC's failure to pass Qualification and shall
repeat the process of Section 2.6 until TSMC successfully completes
Qualification or AMD notifies TSMC it is terminating this Agreement after at
least two unsuccessful attempts at Qualification which are the fault of TSMC.
If AMD terminates this Agreement under this Section 2.6.2.1, the manufacturing
exclusivity under Section 2.2 shall continue until [CONFIDENTIAL INFORMATION
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION], and
the license to TSMC under Section 2.3 shall be suspended until [CONFIDENTIAL
INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION].
2.6.2.2 If AMD is at fault, TSMC shall provide AMD with new Die at
AMD's request and expense within sixty (60) days after notification in writing
by AMD of TSMC's failure to pass Qualification and shall repeat the process of
Section 2.6 until TSMC successfully completes Qualification or either party
notifies the other it is terminating this Agreement after at least two
unsuccessful attempts at Qualification which are the fault of AMD. If this
Agreement is terminated under this Section 2.6.2.2, the manufacturing
exclusivity under Section 2.2 shall continue until [CONFIDENTIAL INFORMATION
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION], but
the license to TSMC under Section 2.3 shall continue unabated.
2.6.3 The target date for completion of Qualification is June 31, 1995.
TSMC will make its best effort to complete Qualification by August 31, 1995.
Time is of the essence for AMD so that, if TSMC fails to complete Qualification
by October 31, 1995, and AMD is not at fault, the
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Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1995