MOST RECENT MONTHLY REPORT.
MICRON SHALL PROVIDE THE JOINT VENTURE COMPANY
A MONTHLY REPORT, ON A DATE TO BE AGREED BY THE PARTIES, WHICH WILL INCLUDE THE
FOLLOWING INFORMATION:
(A)
DESCRIBES [***];
(B)
DESCRIBES [***];
(C)
DESCRIBES [***]; AND
(D)
IDENTIFIES [***].
3.3
PERFORMANCE REVIEWS.
THE PARTIES SHALL HOLD MONTHLY MEETINGS ON
DATES AGREED BY THE PARTIES, WITH THE PRIMARY PURPOSE OF SUCH MONTHLY MEETINGS
TO BE THE [***].
ARTICLE 4
PURCHASE AND SALE OF PRODUCT
4.1
PRODUCT QUANTITY.
THE INTENT OF THE PARTIES IS THAT THE JOINT
VENTURE COMPANY SHALL ORDER AND PURCHASE FROM MICRON [***] OF PROBED WAFERS
[***].
[***].
4.2
PLACEMENT OF PURCHASE ORDERS.
PRIOR TO THE COMMENCEMENT OF EVERY
FISCAL QUARTER OR ANOTHER TIME PERIOD AGREED BY THE PARTIES, THE JOINT VENTURE
COMPANY SHALL PLACE A NON-CANCELABLE BLANKET PURCHASE ORDER IN WRITING (VIA
E-MAIL OR FACSIMILE TRANSMISSION) FOR THE PROBED WAFERS TO BE SUPPLIED BY MICRON
IN THE FOLLOWING FISCAL QUARTER AS INDICATED IN THE MANUFACTURING PLAN (EACH
SUCH ORDER, A "PURCHASE ORDER").
THE JOINT VENTURE COMPANY MAY ISSUE CHANGE
ORDERS TO SUCH PURCHASE ORDERS TO REFLECT CHANGES IN THE MANUFACTURING PLAN,
PROVIDED THAT SUCH CHANGES CAN BE REASONABLY ACCOMMODATED WITHIN MICRON'S NAND
OPERATIONS, WITHOUT DISRUPTING THE ON-GOING PRODUCTION IN A MANNER THAT
NEGATIVELY IMPACTS THE PREVIOUSLY PLACED PURCHASE ORDERS.
THE JOINT VENTURE
COMPANY AND MICRON WILL WORK TO
5
accommodate any such changes and minimize the impact upon the Micron's NAND
operations.
The Joint Venture Company may also request special engineering or
hot lots in accordance with Section II (e) of Schedule 4.6.
In the case of any
conflict between the terms and conditions of this Agreement and the terms and
conditions of any Purchase Order or other document issued by the Joint Venture
Company or Micron in connection with this Agreement or any addition to any terms
and condition in this Agreement in any such documents, the terms and conditions
of this Agreement shall control.
4.3
SHORTFALL.
MICRON SHALL PROMPTLY NOTIFY THE JOINT VENTURE COMPANY
IN WRITING OF ANY INABILITY TO MEET A PURCHASE ORDER COMMITMENT TO THE JOINT
VENTURE COMPANY.
4.4
ACCEPTANCE OF PURCHASE ORDER.
EACH PURCHASE ORDER THAT
CORRESPONDS TO THE MANUFACTURING PLAN IN THE MANNER CONTEMPLATED BY SECTION 4.2
AND, AND IS OTHERWISE FREE OF ERRORS, SHALL BE DEEMED ACCEPTED BY MICRON UPON
RECEIPT AND SHALL BE BINDING ON THE PARTIES, TO THE EXTENT NOT INCONSISTENT WITH
THE MANUFACTURING PLAN.
4.5
CONTENT OF PURCHASE ORDERS.
EACH PURCHASE ORDER SHALL SPECIFY THE
FOLLOWING REGARDING THE PROBED WAFERS:
(A)
PURCHASE ORDER NUMBER;
(B)
DESCRIPTION AND PART NUMBER FOR EACH PROBED WAFER;
(C)
ORDERED QUANTITY OF EACH DIFFERENT PRODUCT FOR THE PERIOD;
(D)
PROJECTED PRICE FOR PERIOD COVERED BY THE PURCHASE ORDER;
(E)
REQUESTED DELIVERY DATE;
(F)
PLACE OF DELIVERY; AND
(G)
OTHER TERMS (IF ANY).
4.6
PRICING. PRICING FOR THE PROBED WAFERS SHALL BE PURSUANT TO
SCHEDULE 4.6, ATTACHED HERETO AND INCORPORATED HEREIN BY THIS REFERENCE.
4.7
TAXES.
(A)
GENERAL.
ALL SALES, USE AND OTHER TRANSFER TAXES IMPOSED DIRECTLY
ON OR SOLELY