AMD 2004 Annual Report Download - page 392

reasonable interest (“stand alone”). A declaration of intent was entered into between Saxony and AMD on June 4, 2003, concerning the cooperation. The said
declaration of intent is attached as Appendix A to this Agreement, the purpose of which is to implement the declaration of intent.
Fab X is intended to be built and operated by a special purpose entity in the form of a German limited partnership. The Parties intend to hold capital interests in
such entity, and it is up to them whether they hold such interests directly or through separate holding companies, however, the contribution of Saxony and of
M+W will partly be made in the form of a limited partner participation, and partly in the form of a typical silent partner participation. In addition, M+W
simultaneously enters into a general contractor’s agreement for the construction of the necessary building modules and infrastructure. The general contractor’s
agreement is attached as Appendix B hereto.
§ 1 Objectives
1.1 The Parties intend to cooperate as direct or indirect partners for the purpose of the construction and operation of Fab X as further set out in the draft
limited partnership agreement attached hereto as Appendix 1.1(a) (the “Limited Partnership Agreement”), and to create the financial bases for this.
Besides, in accordance with the draft agreement attached hereto as Appendix 1.1(b) on the formation of a silent partnership (the “Silent Partnership
Agreement”), Saxony and M+W will participate as typical silent partners in the joint undertaking (both agreements hereinafter together referred to as
the “Partnership Agreements”). With respect to the limited partner participations and the silent partner participations of Saxony and M+W, the
purchase agreements which are attached in their draft versions as Appendix 1.1(c) and Appendix 1.1(d) will be executed.
1.2 The joint undertaking is to be provided within the framework of this Agreement with the tangible and intangible resources and personnel so that a
stand-alone operation of Fab X is ensured to the extent possible and financially reasonable. This also includes the License Agreement attached as
Appendix 1.2.
1.3 The details of the project including the expected investment costs shall be in accordance with the project description attached hereto as Appendix 1.3.
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Source: ADVANCED MICRO DEVIC, 10-K, March 01, 2005