AMD 2000 Annual Report Download - page 337

(a) On the terms and subject to the conditions of this Agreement, AMD
Saxonia hereby agrees to manufacture and sell Products to AMD Holding; provided
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that prior to the Completion Date AMD Saxonia (i) shall be required only to use
its reasonable efforts to manufacture and sell such Products in accordance with
the requirements of this sentence, and (ii) shall not be required to take any
steps hereunder to manufacture and sell such Products to the extent such steps
at such time could reasonably be expected to delay Completion (as defined in the
Loan Agreement) of the Plant. AMD Saxonia further agrees that, during the term
of this Agreement, unless AMD Inc., AMD Holding and, prior to the Loan Agreement
Termination Date, the Agent, otherwise consent thereto, it shall not, directly
or indirectly, (i) market, distribute or sell any Products or any other goods or
services to any Person other than AMD Holding, AMD Inc. or one or more of AMD
Inc.'s other Subsidiaries under any circumstances, or (ii) engage in any
activities other than (v) construction of the Plant and the Design Center, (w)
provision of the services contemplated by the AMD Saxonia Research Agreement,
(x) manufacture and sale of Products to be Shipped pursuant to this Agreement
and (y) activities reasonably incidental to any of the foregoing.
(b) On the terms and subject to the conditions of this Agreement, AMD
Holding hereby agrees to purchase from AMD Saxonia and pay for the Products
Shipped to it pursuant to the terms of this Agreement.
(c) AMD Holding shall from time to time provide, or shall arrange for AMD
Inc. to provide, to AMD Saxonia technical assistance as required in Article IV,
including disclosure to AMD Saxonia of such of the Know-how and Specifications
of AMD Inc. and its Subsidiaries, or which AMD Inc. or its Subsidiaries have the
right to use, as is necessary or, in the reasonable opinion of AMD Saxonia,
desirable, to enable AMD Saxonia to manufacture Products on a timely basis, in
accordance with the Specifications for the relevant Product, as required by AMD
Inc. under the AMD Holding Wafer Purchase Agreement. Any disclosure of Know-how
and Specifications (including without limitation by way of technical assistance
pursuant to Article IV) to AMD Saxonia by or on behalf of AMD Holding (including
without limitation any such disclosure arranged by AMD Holding as contemplated
hereby) shall be subject to the License Agreement.
(d) AMD Saxonia shall, as soon as is reasonably practicable (i) after the
disclosure to it of the Know-how and Specifications for a Product as
contemplated in Subsection 2.01 (c) and Article IV, and (ii) without at any time
prior to the Completion Date being required to take any steps hereunder to
manufacture and sell such Products to the extent such steps at such time could
reasonably be expected to delay Completion (as defined in the Loan Agreement) of
the Plant, submit to AMD Holding (or as directed by AMD Holding) for approval
pre-production samples of the Product. AMD Holding shall communicate its
approval or disapproval of any such samples no later than two weeks after such
samples are submitted to AMD Holding for such approval (and shall be deemed to
have approved such samples under this Section 2.01 (d) for all purposes of this
Agreement if it has not communicated any such disapproval within such two week
period). AMD Saxonia shall not commence manufacture of such Product until AMD
Holding has approved or is deemed to have approved the samples. Approval shall
not be unreasonably withheld or delayed by AMD Holding (each of the parties
hereto agrees that, for this purpose, disapproval by AMD Holding because of any
reasonable disapproval by AMD Inc. of such samples pursuant to the AMD Holding
Wafer Purchase Agreement, shall not be deemed
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Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001