AMD 2000 Annual Report Download - page 306

hereby agrees to (i) provide, on behalf of AMD Holding, AMD Saxonia with such
technical assistance, advice, expert support, Intellectual Property, Technical
Documentation, copies, technical discussions, lectures, guidance and technical
and other training, (ii) make such disclosures and notifications to AMD Saxonia,
(iii) permit AMD Saxonia to make such copies and (iv) permit AMD Saxonia to send
employees of AMD Saxonia to visit AMD Inc.'s Wafer Fabrication Plants, in each
case to the extent and in the manner required to be, provided, made or
permitted, or required to be arranged to be provided, made or permitted, by AMD
Holding and/or AMD Inc. under Article IV of the AMD Saxonia Wafer Purchase
Agreement. To the extent any such requirement is contingent on AMD Saxonia
making a request to AMD Holding, AMD Holding shall inform AMD Inc. of each such
request (including all relevant details) as soon as practicable after such
request is made by AMD Saxonia to AMD Holding.
Section 4.02. Charge for Technical Assistance.
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(a) As compensation in full for the performance of the services
contemplated under this Article IV, AMD Holding shall reimburse AMD Inc. for (i)
all reasonable out-of-pocket expenses incurred by AMD Inc. in connection with
providing such services, plus (ii) the reasonable salaries and other
remuneration of the relevant personnel involved, in each case to the extent not
reimbursed by AMD Saxonia directly to AMD Inc. In this regard, AMD Inc. shall
issue quarterly invoices to AMD Holding itemizing in detail the basis for each
invoiced amount. Prior to the Effective Date, all such invoiced amounts shall,
notwithstanding Section 3.05, be paid by AMD Holding within thirty-five (35)
days of its receipt of the respective invoice. Payments shall be made in DM by
wire transfer. From and after the Effective Date, payments shall be made only in
the form of credits against amounts owed or to be owed by AMD Inc. to AMD
Holding under this Agreement.
(b) The parties agree that any invoiced amounts to be paid or credited by
AMD Holding under this Section 4.02 shall not duplicate amounts charged for
services provided by AMD Inc. to AMD Saxonia pursuant to the Management Service
Agreement.
(c) The foregoing notwithstanding, (i) in no event shall the aggregate
amounts to be paid to AMD Inc. under this Section 4.02 and under the Management
Service Agreement prior to the Effective Date exceed DM 135,000,000 (One Hundred
Thirty-Five Million Deutsche Marks), and (ii) the parties agree that any
Intellectual Property provided in any form to AMD Saxonia or to AMD Holding for
the benefit of AMD Saxonia for its use hereunder is provided at no charge.
ARTICLE V
Accounting Reports; Other Reports;
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Right of Inspection by or on Behalf of AMD Holding
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Section 5.01. Annual Accounting Reports.
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Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001