[***].
THE PARTIES SHALL AGREE UPON THE DATA TO BE
TRACED THROUGH SUCH SYSTEM AND WHICH DATA SHALL BE AVAILABLE WITH REAL-TIME
ACCESS OR OTHERWISE.
MICRON AGREES TO MAINTAIN SUCH DATA FOR A MINIMUM OF [***]
FROM THE DATE OF MANUFACTURE OF THE PROBED WAFER LOT.
[***] TO THE SAME EXTENT
THAT SUCH ACCESS IS AVAILABLE TO MICRON, SUBJECT TO SYSTEM LIMITATIONS RELATED
TO THE EXCLUSION OF NON-NAND DATA.
THE JOINT VENTURE COMPANY MAY PROVIDE ITS
CUSTOMERS WITH SUCH DATA, SUBJECT TO ANY CONFIDENTIALITY REQUIREMENTS.
2.10
BUSINESS CONTINUITY PLAN.
MICRON AND THE JOINT VENTURE COMPANY
WILL REVIEW MICRON'S BUSINESS CONTINUITY PLAN AS IT RELATES TO MICRON'S SUPPLY
OF PROBED WAFERS HEREUNDER.
IF THE JOINT VENTURE COMPANY REQUESTS ANY CHANGES
OR ADDITIONS TO MICRON'S EXISTING BUSINESS CONTINUITY PLAN, THE PARTIES SHALL
WORK TOGETHER IN GOOD FAITH TO RESOLVE ANY SUCH REQUESTS.
THE JOINT VENTURE
COMPANY MAY PROVIDE MICRON'S BUSINESS CONTINUITY PLAN TO ITS CUSTOMERS, SUBJECT
TO ANY CONFIDENTIALITY REQUIREMENTS.
2.11
COMPLIANCE WITH CUSTOMER REQUIREMENTS.
THE JOINT VENTURE COMPANY
WILL INFORM MICRON IN WRITING OF ANY AUDITABLE SUPPLIER REQUIREMENTS FOR PROBED
WAFERS SUPPLIED HEREUNDER, WHICH ARE REQUESTED BY THE JOINT VENTURE COMPANY'S
CUSTOMERS.
MICRON AND THE JOINT VENTURE COMPANY SHALL WORK TOGETHER IN GOOD
FAITH TO RESOLVE ANY SUCH REQUESTS.
2.12
EQUIVALENCY OF OPERATIONS.
[***].
3
2.13
SECONDARY SILICON.
TO THE EXTENT ANY SECONDARY SILICON IS PRODUCED
IN THE COURSE OF MICRON'S SUPPLYING THE PROBED WAFERS UNDER THIS AGREEMENT, IT
SHALL BE PROVIDED BY MICRON TO THE JOINT VENTURE COMPANY, WHICH SHALL PROVIDE
THE SECONDARY SILICON TO THE MEMBERS IN ACCORDANCE WITH THE SHARING INTERESTS AT
THE TIME.
MICRON SHALL PROVIDE FORECAST AND QUANTITY REPORTS ON SECONDARY
SILICON TO THE JOINT VENTURE COMPANY, TO THE EXTENT THAT SUCH ARE REASONABLY
AVAILABLE. ALL SECONDARY SILICON PROVIDED HEREUNDER IS PROVIDED "AS IS," "WHERE
IS" WITH ALL FAULTS AND DEFECTS BASIS WITHOUT WARRANTY OF ANY KIND.
2.14
OPTION TO DESIGNATE WIP.
[***].
ARTICLE 3
PLANNING MEETINGS, FORECASTS AND MANUFACTURING PLAN
3.1
PLANNING AND FORECASTING.
(A)
MICRON SHALL FURNISH THE JOINT VENTURE COMPANY WITH A FORECAST ON
A FISCAL QUARTER BASIS, ON A SCHEDULE AGREED BY THE PARTIES, WHICH INCLUDES THE
FOLLOWING INFORMATION, COLLECTIVELY THE ("PLANNING FORECAST"):
[***].
(B)
PROPOSED LOADING PLAN.
BASED ON THE PLANNING FORECAST, THE JOINT
VENTURE COMPANY SHALL DEVELOP A [***] PROPOSED LOADING PLAN, WHICH WILL BE A
PROPOSED LOADING PLAN FOR PROBED WAFERS FOR SUCH PERIOD ("PROPOSED LOADING
PLAN"). THE JOINT VENTURE COMPANY SHALL PROVIDE MICRON WITH THE PROPOSED LOADING
PLAN AT LEAST [***] ([***]) DAYS PRIOR TO ITS REVIEW BY THE MANUFACTURING
COMMITTEE.
4
(C)
QUARTERLY REVIEW OF MANUFACTURING PLAN.
THE JOINT VENTURE COMPANY
WILL SUBMIT THE PROPOSED LOADING PLAN, THE PLANNING FORECAST AND OTHER REQUESTED
INFORMATION TO THE MANUFACTURING COMMITTEE FOR ENDORSEMENT.
ONCE ENDORSED BY
THE MANUFACTURING COMMITTEE, THE PROPOSED LOADING PLAN SHALL BECOME THE ADOPTED
MANUFACTURING PLAN FOR PROVISION OF PROBED WAFERS HEREUNDER.
3.2
PERFORMANCE REVIEWS AND REPORTS.
MICRON AND THE JOINT VENTURE
COMPANY SHALL MEET EACH FISCAL QUARTER TO DISCUSS THE PERFORMANCE CRITERIA AND
THE