AMD 1998 Annual Report Download - page 53

AMD/Motorola Technology Development and License Agreement
December 3, 1998 - Execution Document
firm review the other party's books and records to verify the
information contained in the royalty statements. In the event
an audit reveals that a party over-reported Development Costs
and paid less or received more than it should, such party will
promptly pay the other party the amount necessary to correct
the error. If the audit reveals that a party underreported
Development Costs and paid more or received less than it
should, then such party will be entitled to, at such party's
election, either a prompt refund of the amount due or a credit
towards future Development Cost equalization payments. If the
amount of the error is more than 10% of the amount of the
Development Costs for the period being audited in favor of the
auditing party: (i) the audited party will pay the cost of the
audit; (ii) the auditing party will be permitted to conduct an
audit each quarter for the next two years, and (iii) the
audited party will institute appropriate corrective mechanisms
in its reporting process to prevent further errors.
3.4. Schedule. The achievement of Milestones will be the joint
responsibility of the parties. Each party will provide
appropriate resources, as reflected in the Statement of Work,
to complete the Project on schedule. The Program Management
Team will be primarily responsible to ensure that the Project
proceeds on schedule and will notify the Steering Committee in
the event of a significant delay in the development. The
parties will take appropriate steps to address such delays,
which may include but are not necessarily limited to:
increasing the resources on the Project, obtaining assistance
from third parties, modifying the scope of the Project, or
modifying the schedule. A Project may only be cancelled upon
joint agreement by the Executive Board of Directors.
3.5. Deliverables. For each Milestone for which a deliverable is
due, the parties will make reasonable efforts to ensure that
it is a Conforming Deliverable. The deliverable will be
promptly tested using the acceptance criteria identified in
the Statement of Work to determine whether it is a Conforming
Deliverable and the Technical Coordinator will send a notice
to each party describing any non-conformance. Any
non-conformities will be corrected as soon as possible and the
deliverable will be further tested. The Milestone will be
deemed completed only upon deliverance of a Conforming
Deliverable.
3.6. Progress Reports. For each Project, the Program Management
Team will generate a monthly progress report. Each report
shall describe the status of the Project, including but not
limited to:
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Source: ADVANCED MICRO DEVIC, 10-K, March 29, 1999