AMD 1995 Annual Report Download - page 132

AMD and Intel Confidential
received by INTEL, after such deduction or withholding, equal the amounts
which would have been received if such deduction or withholding had not
occurred. AMD shall promptly furnish INTEL with a copy of an official tax
receipt or other appropriate evidence of any taxes imposed on payments
made under this Agreement, including taxes on any additional amounts
paid. In cases other than taxes referred to above including but not
limited to sales and use taxes, stamp taxes, value added taxes, property
taxes and other taxes or duties imposed by any taxing authority on or
with respect to the Agreement, the costs of such taxes or duties shall be
borne by AMD. In the event that such taxes or duties are legally imposed
initially on INTEL or INTEL is later assessed by any taxing authority,
then INTEL will be promptly reimbursed by AMD for such taxes or duties
together with any penalties, fines and interest thereon, except for
interest, fines and/or penalties assessed due to the negligence, failure
or fault of INTEL which interest, fines and/or penalties remain the sole
obligation of INTEL. This clause shall survive the termination of the
Agreement. Notwithstanding the foregoing, AMD shall not be responsible
for taxes on or measured by INTEL's net income.
INTEL agrees to make every good faith effort to notify AMD's tax
department within ten (10) days of any audit, notice, assessment or other
action affecting sales, use, stamp, value added, property or other taxes
to paid directly or indirectly by AMD. INTEL agrees to cooperate in a
reasonable manner with AMD for the purpose of minimizing taxes, that
pursuant to this section are to be paid directly or indirectly by AMD.
INTEL grants AMD the right to pursue a separate action against any
governmental unit that asserts such taxes against INTEL and INTEL agrees
to cooperate in a reasonable manner with AMD if such action is taken.
5.6 AMD agrees that any payments required under the terms of this Agreement
which are not paid when due will accrue interest at [CONFIDENTIAL
INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION] commencing thirty (30) days after the due date as established
by this Agreement. The right to collect interest on such late payments
shall be in addition to any other rights that INTEL may have herein.
5.7 AMD agrees to maintain adequate accounting records of all production and
sales of the products subject to a royalty sufficient to permit a
confirmation of AMD's royalty obligations herein for a period of three
(3) years after manufacture for purposes of audit.
5.8 The parties agree that INTEL shall have the right to conduct audits of
AMD for the purpose of determining that the terms of this Agreement are
being met. Such audit shall be held at any reasonable time during
business hours but no more than once in each calendar year by an
independent certified public accountant selected and paid by INTEL and
reasonably satisfactory to AMD, to the extent necessary to verify that
the terms of this Agreement are being met, including the Royalty
Statements and payments provided herein. In this regard, AMD agrees to
provide such certified public accountant with reasonable access to
accounting records and information requested during an audit. The
information will be made available to the independent accounting firm
under conditions of
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Source: ADVANCED MICRO DEVIC, 10-K405, March 21, 1996