AMD 1998 Annual Report Download - page 80

AMD/Motorola Technology Development and License Agreement
December 3, 1998 - Execution Document
(d) In the event that AMD sells a Motorola Derivative
Product of a Data Networking Product and that
Motorola Derivative Product is royalty bearing, AMD
must waive its royalty for any such Motorola
Derivative Product.
(e) Audit. Motorola will maintain appropriate books and
records necessary to verify the information contained
in the royalty statements. AMD may upon reasonable
notice and at its expense during normal business
hours and not more than once each year have a Big 6
certified public accounting firm review Motorola's
books and records to verify the information contained
in the royalty statements. If the audit reveals a
deficiency in any royalty payment, Motorola will
promptly pay the amount of that deficiency. If the
audit reveals that payments were made in excess of
the amounts due, Motorola will be entitled to, at
Motorola's election, either a prompt refund of the
excess payment or a credit towards future royalty
obligations. If the audit reveals a deficiency in
excess of ***** of the amount of the royalty payments
being audited, Motorola will pay the reasonable costs
of such audit.
8.4. Delivery. In connection with the licenses granted under
Section 8.1 and 8.2, each party will deliver to the other net
lists and product specifications for the designs being
licensed.
9. X86 Microprocessor Purchases. Motorola will have the right to purchase
AMD's X86 Microprocessors as a preferred customer.
10. Assumption of Risk.
Each party understands and acknowledges that except as expressly
provided herein, it uses any technology delivered or licensed to it "AS
IS" and at its own risk, without recourse against the other party.
11. Confidentiality.
11.1. The Receiving Party will for a period of seven (7) years from
the date of disclosure (a) not disclose Confidential
Information to any third party, (b) restrict dissemination of
Confidential Information to only those employees who must be
directly involved with Confidential Information, and (c) use
the same degree of care as for its own information of like
importance, but at least use reasonable care, in safeguarding
against disclosure of Confidential Information of the
Disclosing party.
***** Certain information on this page has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.
Page 38
Source: ADVANCED MICRO DEVIC, 10-K, March 29, 1999