AMD 1995 Annual Report Download - page 131

AMD and Intel Confidential
AMD elects to pay the royalties contained in Section 5, [CONFIDENTIAL
INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION]
5.0 ROYALTY PAYMENTS BY AMD
-----------------------
5.1(a) AMD agrees to pay INTEL a royalty of [CONFIDENTIAL INFORMATION OMITTED
AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] for all
units of Royalty Products sold by AMD or its Subsidiaries to an unrelated
party anywhere in the world. Notwithstanding the foregoing, the royalty
rate for Royalty Products having [CONFIDENTIAL INFORMATION OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
5.1(b) Intel represents that for the term of this agreement, [CONFIDENTIAL
INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION] excluding, without limitation, [CONFIDENTIAL INFORMATION
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
by the operation of law, [CONFIDENTIAL INFORMATION OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] The parties agree
that in no event shall INTEL's performance under the terms of this
provision be a cause of legal action or termination for material breach.
5.2 AMD agrees to pay INTEL a minimum [CONFIDENTIAL INFORMATION OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] royalty of
[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION] upon execution of this Agreement and
[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION] per year during the years
[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION] payable in four equal quarterly
installments with the Royalty Statement, and applied as a credit on an
AMD accounting year basis against the percentage royalty due on Original
Royalty Products in that accounting year. No minimum, annual royalty is
due for any period [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION]
5.3 The sales price used to determine royalty due for units of Royalty
Product transferred internally by AMD for use in construction of a
combination for sale to another party shall be calculated using the
average unit selling price, of units having similar specifications and
sold during the royalty reporting period.
5.4 All royalties under this Section 5.0 will be payable in US dollars on a
quarterly basis thirty (30) days after the close of the AMD accounting
quarter commencing at the end of the first quarter of 1996. AMD shall
deliver to INTEL a written Royalty Statement showing the royalty
calculation. Royalty Statements shall be sent to Post Contract
Management, SC4-210, 2200 Mission College Blvd., Santa Clara, California
95052. Royalty payments shall be made in US dollars by wire transfer to
Citibank, New York, New York, for the account of INTEL Corporation
General Account Number [CONFIDENTIAL INFORMATION OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
5.5 All payments shall be made free and clear without deduction for any and
all present and future taxes imposed by any taxing authority. In the
event that AMD is prohibited by law from making such payments unless such
deductions are made or withheld therefrom, then AMD shall pay such
additional amounts as are necessary in order that the net amounts
8
Source: ADVANCED MICRO DEVIC, 10-K405, March 21, 1996