PERFORMING SUCH SERVICES AT
ITS WHOLLY-OWNED FACILITIES.
THE PRICES FOR THE SERVICE PROVIDERS ARE INCLUDED
IN THE PRICING SET FORTH ON SCHEDULE 6.5.
4.4
MATERIALS.
MICRON SHALL PROCURE ON BEHALF OF THE JOINT VENTURE
COMPANY THE MATERIALS REQUIRED FOR PERFORMANCE OF THE MANUFACTURING SERVICES.
TO THE EXTENT THAT THE JOINT VENTURE COMPANY
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DESIRES TO PROVIDE CERTAIN MATERIALS, THE PARTIES SHALL WORK TOGETHER IN GOOD
FAITH ON THE TIMING AND MANNER FOR PROVIDING SUCH MATERIALS SO THAT IT CAN BE
ACCOMMODATED WITHIN MICRON'S BUSINESS AND MANUFACTURING SYSTEMS.
MICRON SHALL
MANAGE THE USE OF MATERIALS AS NECESSARY TO PROVIDE THE MANUFACTURING SERVICES.
ALL SUCH MATERIALS ACQUIRED BY MICRON ARE INCLUDED IN THE PRICING SET FORTH ON
SCHEDULE 6.5.
4.5
TITLE AND RISK OF LOSS OR DAMAGE TO MATERIALS AND MICRON
EQUIPMENT.
(A)
MATERIALS.
[***].
(B)
MICRON EQUIPMENT.
[***].
ARTICLE 5
PLANNING MEETINGS AND FORECASTS;
PERFORMANCE REVIEWS AND REPORTS
5.1
Planning and Forecasting
(A)
STARTING UPON THE EFFECTIVE DATE AND CONTINUING ON A FISCAL
QUARTER BASIS PURSUANT TO A SCHEDULE AGREED BY THE PARTIES, THE JOINT VENTURE
COMPANY WILL PROVIDE MICRON A DEMAND FORECAST SETTING FORTH THE JOINT VENTURE
COMPANY'S PROBED WAFER DEMAND.
THE FORECAST SHALL PROJECT PROBED WAFER DEMAND
FOR THE NEXT [***] ([***]) FISCAL QUARTERS BY DESIGN ID, TECHNOLOGY NODE AND
PROBE LEVEL ("DEMAND FORECAST").
(B)
IN RESPONSE TO THE DEMAND FORECAST, MICRON SHALL FURNISH THE JOINT
VENTURE COMPANY WITH A FISCAL QUARTER WRITTEN FORECAST OF MANUFACTURING SERVICES
REASONABLY NECESSARY TO MEET THE DEMAND FORECAST, ON A SCHEDULE TO BE DETERMINED
BY THE PARTIES.
THIS WRITTEN RESPONSE (THE "MANUFACTURING SERVICES FORECAST"),
WILL INCLUDE:
[***].
(c)
Based on the Demand Forecast and the Manufacturing Services
Forecast, the Joint Venture Company will prepare a [***] ([***]) Fiscal Quarter
proposed loading plan ("Proposed Loading Plan"), which will be subject to review
by the Manufacturing Committee.
The Joint Venture Company
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shall provide Micron with the Proposed Loading Plan at least [***] ([***])
Business Days prior to submission to the Manufacturing Committee.
(d)
The Joint Venture Company will submit the Proposed Loading Plan
and other requested information to the Manufacturing Committee for endorsement.
Once endorsed by the Manufacturing Committee, the Proposed Loading Plan shall
become part of the Manufacturing Plan.
Micron shall use the Manufacturing Plan
as the basis for determining the final quantity of Manufacturing Services that
Micron will provide to the Joint Venture Company pursuant to Section 2.2 above.
5.2
PERFORMANCE REVIEW AND MONTHLY REPORT ON PERFORMANCE. MICRON SHALL
MEET WITH THE JOINT VENTURE COMPANY ON A QUARTERLY BASIS TO REVIEW MICRON'S
PERFORMANCE OF MANUFACTURING SERVICES AND TO DETERMINE WHETHER SUCH SERVICES ARE
RESULTING IN THE PRODUCTION OF PROBED WAFERS THAT MEET OR EXCEED THE DESIRED
PERFORMANCE CRITERIA.
MICRON SHALL PROVIDE TO THE JOINT VENTURE COMPANY, ON A
MONTHLY BASIS AS AGREED BY THE PARTIES, A WRITTEN REPORT THAT:
(a)
Describes [***];
(b)
Describes [***];
(c)
Describes [***];
(d)
Identifies [***];
(e)
Describes [***]; and
(f)
Identifies [***].
5.3
MONTHLY REVIEW.
IN ADDITION, THE PARTIES SHALL HOLD A MONTHLY
MEETING,