AMD 2004 Annual Report Download - page 221

8.9.3 The preliminary QBP shall be distributed as soon as is practical to the Distributors for review and comment. If no comments are received
within ten (10) Business Days after the distribution of the preliminary QBP, the preliminary QBP shall be deemed adopted.
8.9.4 If requested by either Distributor, the Company shall meet with the Distributors (jointly or separately) as soon thereafter as is reasonably
practical, at a time and location to be mutually agreed by each Distributor and the Company, to discuss the preliminary QBP to resolve any conflicts regarding
Parent Forecasts in light of the Company’s then-current estimates of production capacity (taking into account the Company’s then-current estimates of wafer
yield, die yield, cycle time and production capacity, which estimates shall be provided to the Distributors, on a on a Technology-by-Technology basis, at least ten
(10) days prior to such meeting) for each of the succeeding five (5) fiscal quarters. At these meetings, each Distributor may (i) submit a revised demand Forecast
which prioritizes such Distributor’s Product demand within such Distributor’s Product allocations as set forth in its respective Distribution Agreement or (ii)
request additional Capacity as set forth in its respective Distribution Agreement. The Company may request each Distributor to provide specific documentation
to support the requested change in either (i) or (ii) above, which each Distributor shall reasonably provide. The Company shall consider any requests and
supporting documentation of the Distributors in the revision to the preliminary QBP. The Company shall have sole responsibility in the determination of the final
QBP.
8.9.5 Thereafter, and in any event at least fifteen (15) days before the end of such fiscal quarter, the Company shall present the final QBP developed
as provided above to the Board of Managers for approval.
8.9.6 Nothing in this Section 8.9 shall be deemed to modify in any respect the Product allocation rights and rules set forth in the Distribution
Agreements.
8.10 Branding
Each product sold by the Company will have a single product brand and logo, regardless of whether such product is sold by AMD, Fujitsu or any
other distributor or sales representative appointed by the Company in accordance with Sections 2.2 and 14 of the Fujitsu Distribution Agreement or Sections 2.2
and 14 of the AMD Distribution Agreement. The Company will coordinate product branding and logo activities with the branding activities of Fujitsu and AMD.
Subject to the foregoing, the Company shall have sole responsibility for all product branding matters. The Company will bear all of its costs and expenses
incurred in connection with Product branding.
8.11 FASL (Japan)
8.11.1FASL (Japan) Purpose. During the 4-Year Period, the Company shall cause FASL (Japan)’s headquarters to be in Tokyo and FASL (Japan)’s
functions to include: (a) marketing (for Japan and Asia in coordination with the Company’s marketing personnel); (b) manufacturing (for the world-wide
market); (c) research and development (for the world-wide market); and (d) administrative.
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Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request.
Omissions are designated as ****. A complete version of the exhibit has been filed separately with the Securities and Exchange Commission.
Source: ADVANCED MICRO DEVIC, 10-K, March 01, 2005