AMD 2004 Annual Report Download - page 284

Production Volume for such Technology that is the **** of (i) the **** Production Volume for such Technology purchased by AMD ****, and (ii) the
**** Production Volume for such Technology to which AMD is **** pursuant to Sections 4.2.1 and 4.2.2; and
(b) For the subsequent Quarter (for purposes hereof, “Q2”), **** that **** or that it forecasted it would purchase **** if such amount was
lower, FASL will **** to AMD its wafer fabrication and assembly, test and package Production Volume for such Technology, the **** Production
Volume for such Technology to which AMD is **** pursuant to Sections 4.2.1 and 4.2.2.
(c) If, however, **** for Q1 and **** for Q1, its **** for the **** be calculated as set forth in subsection (a) above. If AMD thereafter ****
or that it forecasted, then for the subsequent Quarter ****, FASL will **** to AMD its wafer fabrication and assembly, test and package Production
Volume for the applicable Technology, the **** Production Volume for such Technology to which AMD is entitled pursuant to Sections 4.2.1 and 4.2.2.
4.3 FASL Adjustments to Production Volume. Notwithstanding anything to the contrary in this Section 4, FASL shall use all commercially reasonable
efforts to increase or reduce, as applicable, Production Volume to reflect AMD’s Forecasted Product Requirements and Fujitsu’s forecasted product
requirements. FASL shall **** Production Volume ****, provided that FASL’s ability to so adjust Production Volume shall be subject to the guidelines with
respect to inventory build up set forth in Section 8.8 of the LLC Operating Agreement.
4.4 Additional Capacity.
4.4.1FASL Adding Capacity. In the event that FASL adds additional production capacity that is not contemplated by the **** Financial Support
Plan, AMD, FASL and Fujitsu shall negotiate, in good faith, and agree as to how additional Production Volume generated therefrom shall be shared among the
parties; provided, however, that in no event shall **** to **** such **** or **** with respect thereto.
4.4.2Request for Additional Capacity from AMD. In the event (a) AMD requests that FASL add additional capacity not contemplated by the ****
Financial Support Plan, (b) ****.
4.4.3Request for Additional Capacity from Fujitsu. ****.
5. SUBSIDIARIES AND CHANNEL PARTNERS
5.1 Right to Appoint Subsidiaries. FASL hereby grants to AMD the right during the Term to appoint any Subsidiary as a subdistributor or sales
representative of AMD, provided that such appointment is on terms and conditions consistent with this Agreement, including that any such Subsidiary will abide
by the inventory restrictions applicable to AMD pursuant to Section 2.3.3.
13
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