Common use of Product Quantity Clause in Contracts

Product Quantity. Intel shall purchase from the Joint Venture Company a percentage, equal to (a) Intel's Sharing Interest (as the same may change from time to time), of the Joint Venture Company's output of Probed Wafers that are NAND Flash Memory Wafers, and (b) Intel's Sharing Interest (as the same may change from time to time), of the Joint Venture Company's output of Probed Wafers that are Designated Technology Wafers; provided, however, that the mix of type of Probed Wafers (i.e., NAND Flash Memory Wafers or Designated Technology Wafers) Intel shall purchase from the Joint Venture Company pursuant to the foregoing shall include a percentage, equal to Intel's Sharing Interest, of the Probed Wafers manufactured utilizing each Process Technology Node then in use at the Joint Venture Company. If (i) either Member delivers a **** (as defined in the LLC Operating Agreement) under Section 11.2 of the LLC Operating Agreement or (ii) Section 11.10(C) of the LLC Operating Agreement is applicable, then the **** shall be modified as appropriate to ensure the operation of Section 11.2(D)(4), Section 11.2(E)(6) and Section 11.10(C) of the LLC Operating Agreement, as applicable. The Joint Venture Company shall produce all Products in accordance with the Operating Plan, developed in response to Intel's Demand Forecast under Article 3 above. If Intel fails to include in its Demand Forecast a number of Probed Wafers consistent with the first sentence of this Section 4.1 for any particular Fiscal Month (“Underloading”), then the increased Prices associated with the Underloading in such Fiscal Month shall be isolated and charged solely to Intel, which Intel shall remain solely responsible for paying. Notwithstanding the foregoing, Intel may elect, but is not obligated, to purchase Probed Wafer in excess of that contemplated by the first sentence of this Section 4.1 only by mutual agreement of the Members.