AMD 2000 Annual Report Download - page 345

(b) The timing of visits of such AMD Holding and/or AMD Inc. personnel
shall be arranged by agreement between AMD Holding and AMD Saxonia.
(c) AMD Holding shall, upon AMD Saxonia's request in writing, provide, or
arrange for AMD Inc. to provide, to AMD Saxonia, at the Plant, all technical
assistance necessary to remedy a Production Problem.
Section 4.03. Access to Comparable Plants. AMD Holding shall arrange for
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AMD Inc. to permit AMD Saxonia to send, at the expense of AMD Saxonia or as
otherwise agreed by AMD Inc., employees of AMD Saxonia to visit AMD Inc.'s Wafer
Fabrication Plants, including in particular AMD Inc.'s plant in Austin, Texas
known as "Fab 25" for so long as such plant is owned or controlled by AMD Inc.
or one or more of its Subsidiaries, at reasonable times for the purpose of
witnessing and training in the use of any of the Intellectual Property and
Technical Documentation provided or disclosed to it hereunder. AMD Holding shall
upon AMD Saxonia's request in writing, provide, or arrange for AMD Inc. to
provide, to such AMD Saxonia employees at such Wafer Fabrication Plants
technical discussions, lectures, guidance and/or technical training by Qualified
Personnel in order to enable such AMD Saxonia employees to understand the usage
being made at such Wafer Fabrication Plants of the relevant Intellectual
Property and Technical Documentation.
Section 4.04. 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 Saxonia shall reimburse AMD Holding for
(i) all reasonable out-of-pocket expenses incurred by AMD Holding or AMD Inc.,
as the case may be, in connection with providing such services, plus (ii) the
reasonable salaries and other remuneration of the relevant personnel involved.
In this regard, AMD Holding shall issue quarterly invoices to AMD Saxonia
itemizing in detail the basis for each invoiced amount. Prior to the Effective
Date, all such invoiced amounts shall, notwithstanding Section 3.10, be paid by
AMD Saxonia within thirty (30) days of its receipt of the relevant invoice.
Payments shall be made in DM by wire transfer. From and after the Effective Date
and subject to Section 6.02(c), payments shall be made only in the form of
credits against amounts owed or to be owed by AMD Holding to AMD Saxonia under
this Agreement.
(b) The parties agree that any invoiced amounts to be paid or credited by
AMD Saxonia under this Section 4.04 shall not duplicate amounts charged for
services provided directly by AMD Inc. pursuant to the Management Service
Agreement.
(c) The foregoing notwithstanding, (i) in no event shall the aggregate
amounts to be paid by AMD Saxonia under this Section 4.04 and under the
Management Service Agreement prior to the Effective Date exceed DM 135,000,000
(One Hundred Thirty-Five Million), and (ii) the parties agree that, without
prejudice to the License Agreement, any Intellectual Property provided in any
form to AMD Saxonia for its use hereunder is provided at no charge.
ARTICLE V
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Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001