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Message: RE: MIlestone I hope as much as you do tha tthe INTC is recurring.

RE: MIlestone I hope as much as you do tha tthe INTC is recurring.

posted on Aug 05, 2005 02:05PM

8K filing pertaing to licensing of Ignite line of

products between AMD and Patriot concerning Royalty payments. As follows:

2. Licensing Royalties, Payment, Use of License

2.1 During the term of this Agreement, LICENSEE shall maintain complete

records of Products that are subject to royalty under this Section and are

manufactured, distributed, sold or given away. These records shall be available

for audit, on reasonable notice by a representative of PTSC, per Section 4.

2.2 Running Royalty. LICENSEE shall aggregate a royalty for every Unit

sold as set forth herein. LICENSEE will aggregate such royalties over each

calendar quarter and shall make payment of such aggregated royalties to PTSC net

forty-five (45) days from the end of each calendar quarter. A royalty under this

Agreement shall only be due for Product that was actively derived and designed

from direct use or incorporation of Licensed Technology or the Licensed

Microprocessor tangibles into the Product. Royalties shall be due for no other

Product and under no other circumstances. The royalty under this Agreement shall

be a royalty of [***]*.``Sale`` as used in this Section shall include any

commercial units given away by AMD for commercial use by another party, however,

``sale`` shall not include the provision of reference design kits (RDKs) or like

development or beta products that are provided for the purpose of trying to

secure subsequent volume sales of Products from a partner or customer. ``Sale``

shall also include the consumer end use of Product by AMD internal to their

operations.

2.3 License Issue Fee and Maintenance Fee. In consideration of the rights

granted herein LICENSEE shall pay to PTSC a License and Maintenance fee of

[***]*. Minimum Royalties. The Parties hereto mutually agree that there shall be

no minimum quarterly royalties.

2.4 The term Unit, for the purposes of this License Agreement, means an

integrated circuit Product in the form it is advertised and provided to

customers by Licensee. One Product is subject to one royalty regardless of the

extent of Licensed Technology or Licensed Microprocessors used within that one

Product.

2.5 Withholding Taxes. All amounts owing from LICENSEE to PTSC under the

Agreement and the Patent License are final amounts, and shall not be grossed-up

to account for any withholding taxes, value-added taxes or other taxes, levies

or charges with respect to such amounts, including United States taxes, payable

by LICENSEE, or any taxes required to be withheld by LICENSEE to the extent such

taxes are imposed by reason of LICENSEE having a permanent establishment in any

country or otherwise being subject to taxation by such country.

http://mailcenter2.comcast.net/wmc/v/wm/42F3DE68000B69A7000054AB2205886360C7C802019C0B9D0E080C079D/section5.htm?cmd=MimePart&no=629&uid=7358&sid=c0&format=raw&mimepart=2&content_type=application/octet-stream&name=section5.htm

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