(6) On April 6, 2012, the company entered into a series of agreements with Intel Corporation ("Intel") to restructure IM Flash. The company acquired Intel's remaining 18% interest in IM Flash Singapore, LLP ("IMFS") for $466 million. The company also acquired IMFT's assets located at its Virginia wafer fabrication facility, for which Intel received a distribution from IMFT of $139 million. Additionally, the company received a $300 million deposit from Intel which may be applied either to Intel's purchases of NAND Flash under a supply agreement or, under certain circumstances, refunded. The company and Intel will continue to share output of IMFT and certain research and development costs generally in proportion to their investments in IMFT. The agreements also provided for the following:
- expansion of the scope of the IMFT joint venture to include certain emerging memory technologies;
- supply of NAND Flash memory products and certain emerging memory products to Intel on a cost-plus basis and termination of IMFS's supply agreement with the company and Intel;
- extension of IMFT's joint venture agreement through 2024;
- certain buy-sell rights, commencing in 2015, pursuant to which Intel may elect to sell to the company, or the company may elect to purchase from Intel, Intel's interest in IMFT (if Intel so elects, the company would set the closing date of the transaction within two years following such election and could elect to receive financing from Intel for one to two years);
- termination of IMFT's lease to use approximately 50% of the company's Virginia fabrication facility; and
- financing of $65 million provided by Intel to the company under a two-year senior unsecured promissory note, payable with interest in approximately equal quarterly installments.
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