AMD 2004 Annual Report Download - page 288

Distribution Center, and administrative expenses incurred by FASL or a FASL Subsidiary in connection with maintaining and tracking Product inventory and
packaging and shipping Products.
7.3 Consignment Warehouses. Upon the agreement of the Parties, and without limiting Section 2.3.4, AMD may maintain an agreed level of Product
inventory in one or more of its consignment warehouses. Title and risk of loss with respect to such inventory shall remain with FASL until such time that AMD
places a Purchase Order for the relevant Products in accordance with Section 3.1; provided, however, that with respect to Products maintained at AMD’s
consignment warehouse in ****, title and risk of loss shall pass to AMD upon shipment of such Products from a FASL facility or the Product Distribution
Center, and in accordance with Section 3.5. Any such inventory shall be maintained by AMD employees and at no cost to FASL. FASL will bear shipping costs
for shipping Products to a consignment warehouse; AMD will bear shipping costs for shipping Products from a consignment warehouse. AMD will report on the
amount and status of any such inventory from time-to-time as reasonably requested by FASL. Without limiting the foregoing, AMD agrees to use Best Efforts to
provide FASL as soon as it may be practicable daily point-of-sales reports in a format and including the information reasonably designated by FASL regarding
all such inventory on a consignment warehouse-by-consignment warehouse basis, providing the same types of information as specified inSchedule 7.3.
Payments for Products held by AMD in accordance with this Section 7.3 shall be made within sixty (60) days from the date of shipment of such Products to the
applicable Customer or Channel Partner. An initial list of consignment warehouses is set forth inSchedule 7.3; AMD will update such list by reasonable form of
notice to FASL if it adds a consignment warehouse location or ceases to use an existing location as a consignment warehouse.
8. VENDOR MANAGED INVENTORY PROGRAMS
The Parties may institute “vendor managed inventory programs,” operated through either Product Distribution Centers or via one or more third parties, on
terms and conditions to be agreed in writing in advance by FASL and AMD.
9. CUSTOMER SUPPORT RESPONSIBILITIES
9.1 ****. AMD will maintain a **** in order to better enable AMD ****. AMD will provide FASL with ****, to better enable FASL ****. FASL shall
have no right to use, and shall not use, any ****. Information obtained by FASL from AMD with regard to AMD’s independent sales activities, Product pricing
or allocation decisions shall be subject to the obligations set forth in Section 16, and shall not be disclosed to Fujitsu or to any other Entity or person, except as
otherwise expressly permitted hereunder.
9.2 Post-Sale Applications Support. AMD and FASL will provide reasonable field applications support to Customers that are designing in Products.
Upon FASL’s reasonable request, AMD shall dedicate a reasonable number of FAEs to any region in the Joint Territory, on terms and conditions to be agreed in
writing by the Parties, provided that AMD reasonably determines that substantial sales revenues for AMD may be generated from such region.
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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