<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 29, 1997
REGISTRATION NO. 333-22885
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
AMENDMENT NO. 4
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
RAMBUS INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
---------------
DELAWARE 3674 77-0449233
(STATE OR OTHER (PRIMARY STANDARD (I.R.S. EMPLOYER
JURISDICTION OF INDUSTRIAL IDENTIFICATION NUMBER)
INCORPORATION OR CLASSIFICATION CODE
ORGANIZATION) NUMBER)
2465 LATHAM STREET
MOUNTAIN VIEW, CA 94040
(415) 903-3800
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
---------------
GARY HARMON
VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
RAMBUS INC.
2465 LATHAM STREET
MOUNTAIN VIEW, CA 94040
(415) 903-3800
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
---------------
COPIES TO:
RICHARD J. CHAR, ESQ. GORDON K. DAVIDSON, ESQ.
GAIL C. HUSICK, ESQ. EILEEN DUFFY ROBINETT, ESQ.
J. MICHAEL ARRINGTON, ESQ. JEFFERY L. DONOVAN, ESQ.
WILSON SONSINI GOODRICH & ROSATI FENWICK & WEST LLP
PROFESSIONAL CORPORATION TWO PALO ALTO SQUARE
650 PAGE MILL ROAD PALO ALTO, CALIFORNIA 94306
PALO ALTO, CALIFORNIA 94304 (415) 494-0600
(415) 493-9300
---------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration number of the earlier effective
registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the
same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
---------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SUCH
SECTION 8(a), MAY DETERMINE.
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<PAGE>
EXPLANATORY NOTE
The sole purpose of this Amendment No. 4 is to file Exhibits to the
Registration Statement. No changes have been made to the text of the
Registration Statement other than to Item 16 (Exhibits and Financial Statement
Schedule).
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the costs and expenses, other than
underwriting discounts and commissions, payable by the Registrant in
connection with the sale of the Common Stock being registered hereby. All
amounts are estimates except the SEC registration fee and the NASD filing fee.
<TABLE>
<CAPTION>
AMOUNT TO BE
PAID BY
REGISTRANT
------------
<S> <C>
SEC Registration Fee......................................... $10,455
NASD Filing Fee.............................................. 3,950
Nasdaq National Market Application Fee....................... 50,000
Printing..................................................... 300,000
Legal Fees and Expenses...................................... 400,000
Accounting Fees and Expenses................................. 200,000
Blue Sky Fees and Expenses................................... 10,000
Transfer Agent and Registrar Fees............................ 5,000
Miscellaneous................................................ 120,595
----------
Total.................................................... $1,100,000
==========
</TABLE>
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law Code authorizes a court
to award, or a corporation's Board of Directors to grant, indemnity to
directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act of 1933,
as amended (the "Securities Act"). Article X of the Registrant's Amended and
Restated Certificate of Incorporation and Article VI of the Registrant's
Bylaws provide for mandatory indemnifications of its directors and officers
and permissible indemnifications of employees and offer agents to the maximum
extent permitted by the Delaware General Corporation Law. In addition, the
Registrant has entered into Indemnification Agreements with its officers and
directors. Reference is also made to Section of the Underwriting Agreement,
which provides for the indemnification of officers, directors and controlling
persons of the Registrant against certain liabilities and Section of the
Rights Agreement, which provides for the cross indemnification of certain of
the Registrant's stockholders and the Registrant, its officers and directors
against certain liabilities under the Securities Act or otherwise.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
In the three years prior to the effective date of this Registration
Statement, the Registrant has issued and sold the following unregistered
securities:
1. During the period from February 28, 1994 through March 31, 1997, the
Registrant granted options to purchase an aggregate of 2,875,000 shares
of Common Stock to directors, employees and consultants pursuant to the
Registrant's 1990 Option Plan in reliance on Rule 701 promulgated under
the Securities Act.
2. On February 24, 1995, the Registrant issued and sold 1,882,353 shares of
Series D Preferred Stock in a private placement to one accredited
individual and to one institutional investor for an aggregate
consideration of $8,000,000.25 in cash. Sales of Series D Preferred
Stock were made in reliance on the exemption from registration provided
by Section 4(2) of the Securities Act.
3. On January 7, 1997, the Registrant issued a warrant to purchase up to
1,000,000 shares of Common Stock at an exercise price of $10.00 per
share to Intel Corporation in connection with the development and
licensing arrangement entered into between the two companies in November
1996. The warrant expires, if not earlier exercised, no later than
January 7, 2005.
II-1
<PAGE>
ITEM 16. EXHIBITS
(a) EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
------- -----------------------
<S> <C>
1.1 Form of Underwriting Agreement (draft dated April 21, 1997).
3.1+ Amended and Restated Certificate of Incorporation of Registrant
filed April 7, 1997.
3.2+ Certificate of Designation of Rights, Preferences and Privileges of
Series E Participating Preferred Stock of Registrant.
3.3 Form of Amended and Restated Certificate of Incorporation of
Registrant to be filed upon the closing of the Offering made under
the Registration Statement.
3.4+ Amended and Restated Bylaws of Registrant dated February 28, 1997.
4.1+ Form of Registrant's Common Stock Certificate.
4.2+ Amended and Restated Information and Registration Rights Agreement,
dated as of January 7, 1997, between Registrant and the parties
indicated therein.
4.3+ Form of Preferred Shares Rights Agreement dated April 1, 1997.
4.4+ Common Stock Purchase Warrant dated January 7, 1997.
5.1+ Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation.
10.1+ Form of Indemnification Agreement entered into by Registrant with
each of its directors and executive officers.
10.2(1) Semiconductor Technology License Agreement, dated as of July 4,
1991, between Registrant and NEC Corporation, including supplements
and amendments thereto.
10.3(1) Semiconductor Technology License Agreement, dated as of December 9,
1994, between Registrant and Goldstar Electron Co., Ltd, including
supplements and amendments thereto.
10.4(1) Semiconductor Technology License Agreement, dated as of November 15,
1996, between Registrant and Intel Corporation.
10.5+ 1990 Stock Plan, as amended, and related forms of agreements.
10.6+ 1997 Stock Plan and related forms of agreements.
10.7+ 1997 Employee Stock Purchase Plan and related forms of agreements.
10.8+ Standard Office Lease, dated as of March 10, 1991, between
Registrant and South Bay/Latham.
10.9+ Form of Promissory Note between the Registrant and certain executive
officers.
11.1+ Statement of computation of Net Loss Per Share and As Adjusted Net
Loss Per Share.
21.1+ Subsidiaries of the Registrant.
23.1+ Consent of Coopers & Lybrand L.L.P., Independent Auditors.
23.2+ Consent of Wilson Sonsini Goodrich & Rosati, Professional
Corporation (included in Exhibit 5.1).
24.1+ Power of Attorney (See page II-5).
27.1+ Financial Data Schedule.
</TABLE>
- --------
(1) Confidential treatment has been requested with respect to certain portions
of this exhibit. Omitted portions have been filed separately with the
Securities and Exchange Commission.
+ Previously filed.
II-2
<PAGE>
ITEM 17. UNDERTAKINGS
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities
Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being
registered hereunder, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question of whether such indemnification
by it is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act,
the information omitted from the form of this prospectus filed as part of
this Registration Statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
Registration Statement as of the time it was declared effective.
(2) For the purposes of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
The undersigned Registrant hereby undertakes to provide to the Underwriters
at the closing, as specified in the Underwriting Agreement, certificates in
such denomination and registered in such names as required by the Underwriters
to permit prompt delivery to each purchaser.
II-3
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF MOUNTAIN VIEW, STATE OF
CALIFORNIA, ON APRIL 29, 1997.
Rambus Inc.
By: /s/ Gary Harmon
----------------------------------
GARY HARMON
IN ACCORDANCE WITH THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES STATED:
SIGNATURE TITLE DATE
Geoffrey Tate* President, Chief
- ------------------------------------- Executive Officer April 29, 1997
GEOFFREY TATE* and Director
(principal
executive officer)
/s/ Gary Harmon Vice President,
- ------------------------------------- Finance and Chief April 29, 1997
GARY HARMON Financial Officer
(principal
financial and
accounting officer)
William Davidow* Chairman of the
- ------------------------------------- Board April 29, 1997
WILLIAM DAVIDOW
Bruce Dunlevie* Director
- ------------------------------------- April 29, 1997
BRUCE DUNLEVIE
P. Michael Farmwald* Director
- ------------------------------------- April 29, 1997
P. MICHAEL FARMWALD
Charles Geschke* Director
- ------------------------------------- April 29, 1997
CHARLES GESCHKE
Mark Horowitz* Director
- ------------------------------------- April 29, 1997
MARK HOROWITZ
*By: /s/ Gary Harmon
----------------------------------
GARY HARMON
Attorney-in-fact
II-4
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION OF DOCUMENT PAGE
------- ----------------------- ------------
<C> <S> <C>
1.1 Form of Underwriting Agreement (draft dated April 21,
1997).
3.1+ Amended and Restated Certificate of Incorporation of
Registrant filed April 7, 1997.
3.2+ Certificate of Designation of Rights, Preferences and
Privileges of Series E Participating Preferred Stock
of Registrant.
3.3 Form of Amended and Restated Certificate of
Incorporation of Registrant to be filed upon the
closing of the Offering made under the Registration
Statement.
3.4+ Amended and Restated Bylaws of Registrant dated
February 28, 1997.
4.1+ Form of Registrant's Common Stock Certificate.
4.2+ Amended and Restated Information and Registration
Rights Agreement, dated as of January 7, 1997, between
Registrant and the parties indicated therein.
4.3+ Form of Preferred Shares Rights Agreement dated April
1, 1997.
4.4+ Common Stock Purchase Warrant dated January 7, 1997.
5.1+ Opinion of Wilson Sonsini Goodrich & Rosati,
Professional Corporation.
10.1+ Form of Indemnification Agreement entered into by
Registrant with each of its directors and executive
officers.
10.2(1) Semiconductor Technology License Agreement, dated as of
July 4, 1991, between Registrant and NEC Corporation,
including supplements and amendments thereto.
10.3(1) Semiconductor Technology License Agreement, dated as of
December 9, 1994, between Registrant and Goldstar
Electron Co., Ltd, including supplements and
amendments thereto.
10.4(1) Semiconductor Technology License Agreement, dated as of
November 15, 1996, between Registrant and Intel
Corporation.
10.5+ 1990 Stock Plan, as amended, and related forms of
agreements.
10.6+ 1997 Stock Plan and related forms of agreements.
10.7+ 1997 Employee Stock Purchase Plan and related forms of
agreements.
10.8+ Standard Office Lease, dated as of March 10, 1991,
between Registrant and South Bay/Latham.
10.9+ Form of Promissory Note between the Registrant and
certain executive officers.
11.1+ Statement of computation of Net Loss Per Share and As
Adjusted Net Loss Per Share.
21.1+ Subsidiaries of the Registrant.
23.1+ Consent of Coopers & Lybrand L.L.P., Independent
Auditors.
23.2+ Consent of Wilson Sonsini Goodrich & Rosati,
Professional Corporation (included in Exhibit 5.1).
24.1+ Power of Attorney (See page II-5).
27.1+ Financial Data Schedule.
</TABLE>
- --------
(1) Confidential treatment has been requested with respect to certain portions
of this exhibit. Omitted portions have been filed separately with the
Securities and Exchange Commission.
+ Previously filed.
<PAGE>
EXHIBIT 1.1
2,750,000 Shares
RAMBUS INC.
Common Stock, $.001 Par Value
UNDERWRITING AGREEMENT
__________, 1997
<PAGE>
__________, 1997
Morgan Stanley & Co. Incorporated
Hambrecht & Quist LLC
Robertson, Stephens & Company LLC
c/o Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036
Dear Sirs and Mesdames:
Rambus Inc., a Delaware corporation (the "Company"), proposes to issue and
sell to the several Underwriters named in Schedule I hereto (the
"Underwriters"), an aggregate of 2,750,000 shares of the Common Stock, $.001 par
value, of the Company (the "Firm Shares").
The Company also proposes to issue and sell to the several
Underwriters not more than an additional 412,500 shares of its Common Stock,
$.001 par value (the "Additional Shares"), if and to the extent that you, as
Managers of the offering, shall have determined to exercise, on behalf of the
Underwriters, the right to purchase such shares of common stock granted to the
Underwriters in Section 3 hereof. The Firm Shares and the Additional Shares are
hereinafter collectively referred to as the "Shares." The shares of Common
Stock, $.001 par value, of the Company to be outstanding after giving effect to
the sales contemplated hereby are hereinafter referred to as the "Common Stock."
The Company has filed with the Securities and Exchange Commission (the
"Commission") a registration statement, including a prospectus, relating to the
Shares. The registration statement as amended at the time it becomes effective,
including the information (if any) deemed to be part of the registration
statement at the time of effectiveness pursuant to Rule 430A under the
Securities Act of 1933, as amended (the "Securities Act"), is hereinafter
referred to as the "Registration Statement"; the prospectus in the form first
used to confirm sales of Shares is hereinafter referred to as the "Prospectus."
If the Company has filed an abbreviated registration statement to register
additional shares of Common Stock pursuant to Rule 462(b) under the Securities
Act (the "Rule 462 Registration Statement"), then any reference herein to the
term "Registration Statement" shall be deemed to include such Rule 462
Registration Statement. Any Shares allocated at the request of the Company to
be sold to parties associated with the Company that are not orally confirmed for
purchase by such persons by the end of the first business day after the date on
which this Agreement is executed will be offered to the public by Morgan Stanley
& Co. Incorporated pursuant to the Prospectus.
l. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company represents
---------------------------------------------
and warrants to and agrees with each of the Underwriters that:
<PAGE>
(a) The Registration Statement has become effective; no stop order
suspending the effectiveness of the Registration Statement is in effect, and no
proceedings for such purpose are pending before or threatened by the Commission.
(b) (i) The Registration Statement, when it became effective, did not
contain and, as amended or supplemented, if applicable, will not contain any
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein not misleading,
(ii) the Registration Statement and the Prospectus comply and, as amended or
supplemented, if applicable, will comply in all material respects with the
Securities Act and the applicable rules and regulations of the Commission
thereunder and with any applicable laws or regulations of foreign jurisdictions
in which the Prospectus or any preliminary prospectus, as amended or
supplemented, if applicable, are distributed in connection with the offer or
sale of Shares to parties associated with the Company at the request of the
Company and (iii) the Prospectus does not contain and, as amended or
supplemented, if applicable, will not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading,
except that the representations and warranties set forth in this paragraph l(b)
do not apply to statements or omissions in the Registration Statement or the
Prospectus based upon information relating to any Underwriter furnished to the
Company in writing by such Underwriter through you expressly for use therein.
(c) The Company has been duly incorporated, is validly existing as a
corporation in good standing under the laws of the jurisdiction of its
incorporation, has the corporate power and authority to own its property and to
conduct its business as described in the Prospectus and is duly qualified to
transact business and is in good standing in each jurisdiction in which the
conduct of its business or its ownership or leasing of property requires such
qualification, except to the extent that the failure to be so qualified or be in
good standing would not have a material adverse effect on the Company and its
subsidiaries, taken as a whole. The execution and delivery of the Agreement and
Plan of Merger, dated as of ___________, 1997 (herein called the Merger
Agreement) between Rambus Inc., a California corporation (herein called the
"California Corporation"), and the Company, which will effect the
reincorporation of the California Corporation under the laws of the State of
Delaware on ____________, 1997, was duly authorized by all necessary corporate
action on the part of each of the California Corporation and the Company. Each
of the California Corporation and the Company has all corporate power and
authority to execute and deliver the Merger Agreement, to file the Merger
Agreement with the Secretary of State of California and the Secretary of State
of Delaware and to consummate the reincorporation contemplated by the Merger
Agreement, and the Merger Agreement at the time of execution and filing
constitute a valid and binding obligation of each of the California Corporation
and the Company, enforceable in accordance with its terms.
(d) Each subsidiary of the Company has been duly incorporated, is
validly existing as a corporation in good standing under the laws of the
jurisdiction of its incorporation, has the corporate power and authority to own
its property and to conduct its business as described in the Prospectus and is
duly qualified to transact business and is in good standing in each jurisdiction
in which the conduct of its business or its ownership or leasing of property
requires such qualification, except to the extent that the failure to be so
qualified or be in good standing would not have a material adverse effect on the
Company and its subsidiaries, taken as a whole; all of the issued shares of
capital stock of each subsidiary of the Company have been duly and validly
authorized and issued, are fully paid and non-assessable and are owned directly
by the Company, free and clear of all liens, encumbrances, equities or claims.
2
<PAGE>
(e) This Agreement has been duly authorized, executed and delivered by
the Company.
(f) The authorized capital stock of the Company conforms as to legal
matters to the description thereof contained in the Prospectus.
(g) The shares of Common Stock outstanding prior to the issuance of
the Shares to be sold by the Company have been duly authorized and are validly
issued, fully paid and non-assessable.
(h) The Shares to be sold by the Company have been duly authorized
and, when issued and delivered in accordance with the terms of this Agreement,
will be validly issued, fully paid and non-assessable, and the issuance of such
Shares will not be subject to any preemptive or similar rights.
(i) The execution and delivery by the Company of, and the performance
by the Company of its obligations under, this Agreement will not contravene any
provision of applicable law or the certificate of incorporation or by-laws of
the Company or any agreement or other instrument binding upon the Company or any
of its subsidiaries that is material to the Company and its subsidiaries, taken
as whole, or any judgment, order or decree of any governmental body, agency or
court having jurisdiction over the Company or any subsidiary, and no consent,
approval, authorization or order of, or qualification with, any governmental
body or agency is required for the performance by the Company of its obligations
under this Agreement, including such as may be imposed under the securities laws
and regulations of foreign jurisdictions in which Shares may be offered or sold
outside the United States at the request of the Company to parties associated
with the Company and excluding such as may be required by the securities or Blue
Sky laws of the various states in connection with the offer and sale of the
Shares.
(j) There has not occurred any material adverse change, or any
development involving a prospective material adverse change, in the condition,
financial or otherwise, or in the earnings, business or operations of the
Company and its subsidiaries, taken as a whole, from that set forth in the
Prospectus (exclusive of any amendments or supplements thereto subsequent to the
date of this Agreement).
(k) There are no legal or governmental proceedings pending or
threatened to which the Company or any of its subsidiaries is a party or to
which any of the properties of the Company or any of its subsidiaries is subject
that are required to be described in the Registration Statement or the
Prospectus and are not so described or any statutes, regulations, contracts or
other documents that are required to be described in the Registration Statement
or the Prospectus or to be filed as exhibits to the Registration Statement that
are not described or filed as required.
(l) Each preliminary prospectus filed as part of the registration
statement as originally filed or as part of any amendment thereto, or filed
pursuant to Rule 424 under the Securities Act, complied when so filed in all
material respects with the Securities Act and the applicable rules and
regulations of the Commission thereunder.
(m) The Company is not and, after giving effect to the offering and
sale of the Shares and the application of the proceeds thereof as described in
the Prospectus, will not be an "investment company" as such term is defined in
the Investment Company Act of 1940, as amended.
3
<PAGE>
(n) The Company and its subsidiaries (i) are in compliance with any
and all applicable foreign, federal, state and local laws and regulations
relating to the protection of human health and safety, the environment or
hazardous or toxic substances or wastes, pollutants or contaminants
("Environmental Laws"), (ii) have received all permits, licenses or other
approvals required of them under applicable Environmental Laws to conduct their
respective businesses and (iii) are in compliance with all terms and conditions
of any such permit, license or approval, except where such noncompliance with
Environmental Laws, failure to receive required permits, licenses or other
approvals or failure to comply with the terms and conditions of such permits,
licenses or approvals would not, singly or in the aggregate, have a material
adverse effect on the condition, financial or otherwise, or on the earnings,
business or operations of the Company and its subsidiaries, taken as a whole.
(o) There are no costs or liabilities associated with Environmental
Laws (including, without limitation, any capital or operating expenditures
required for clean-up, closure of properties or compliance with Environmental
Laws or any permit, license or approval, any related constraints on operating
activities and any potential liabilities to third parties) which would, singly
or in the aggregate, have a material adverse effect on the condition, financial
or otherwise, or on the earnings, business or operations of the Company and its
subsidiaries, taken as a whole.
(p) There are no contracts, agreements or understandings between the
Company and any person granting such person the right to require the Company to
file a registration statement under the Securities Act with respect to any
securities of the Company or to require the Company to include such securities
with the Shares registered pursuant to the Registration Statement, except such
rights as are described in or contemplated by the Prospectus and which have been
waived with respect to the inclusion of securities pursuant to the Registration
Statement.
(q) The Company has complied with all provisions of Section 517.075,
Florida Statutes relating to doing business with the Government of Cuba or with
any person or affiliate located in Cuba.
(r) Subsequent to the respective dates as of which information is
given in the Registration Statement and the Prospectus, (i) the Company and its
subsidiaries have not incurred any material liability or obligation, direct or
contingent, nor entered into any material transaction not in the ordinary course
of business; (ii) the Company has not purchased any of its outstanding capital
stock, nor declared, paid or otherwise made any dividend or distribution of any
kind on its capital stock other than ordinary and customary dividends; and (iii)
there has not been any material change in the capital stock, short-term debt or
long-term debt of the Company and its consolidated subsidiaries, except in each
case as described in or contemplated by the Prospectus.
(s) The Company and its subsidiaries have good and marketable title to
all personal property owned by them which is material to the business of the
Company and its subsidiaries, free and clear of all liens, encumbrances and
defects except such as are described in the Prospectus or such as do not
materially affect the value of such property and do not interfere with the use
made and proposed to be made of such property by the Company and its
subsidiaries; and neither the Company nor its subsidiaries owns any real
property or buildings and any real property or buildings held under lease by the
Company and its subsidiaries are held by them under valid, subsisting and
enforceable leases with such exceptions as are not material and do not interfere
with the use made and proposed to be made of such property and buildings by the
Company and its subsidiaries, in each case except as described in or
contemplated by the Prospectus.
4
<PAGE>
(t) The Company and its subsidiaries own or possess, or can acquire on
reasonable terms, all material patents, patent rights, licenses, inventions,
copyrights, know-how (including trade secrets and other unpatented and/or
unpatentable proprietary or confidential information, systems or procedures),
trademarks, service marks and trade names currently employed by them in
connection with the business now operated by them; the Company is not infringing
or otherwise violating any patent, copyright, trade secret, trademark, service
mark, trade name, technology, know-how or other proprietary information or
material of others; and neither the Company nor any of its subsidiaries has
received any notice of infringement of or conflict with asserted rights of
others with respect to any of the foregoing which, singly or in the aggregate,
if the subject of an unfavorable decision, ruling or finding, would have a
material adverse effect on the business, results of operations or financial
condition of the Company and its subsidiaries, taken as a whole.
(u) No material labor dispute with the employees of the Company or any
of its subsidiaries exists, except as described in or contemplated by the
Prospectus, or, to the knowledge of the Company, is imminent; and the Company is
not aware of any existing, threatened or imminent labor disturbance by the
employees of any of its principal suppliers, manufacturers or contractors that
could have a material adverse effect on the business, results of operations or
financial condition of the Company and its subsidiaries, taken as a whole.
(v) The Company and each of its subsidiaries are insured by insurers
of recognized financial responsibility against such losses and risks and in such
amounts as are prudent and customary in the businesses in which they are
engaged; neither the Company nor any such subsidiary has been refused any
insurance coverage sought or applied for; and neither the Company nor any such
subsidiary has any reason to believe that it will not be able to renew its
existing insurance coverage as and when such coverage expires or to obtain
similar coverage from similar insurers as may be necessary to continue its
business at a cost that would not have a material adverse effect on the
business, results of operations or financial condition of the Company and its
subsidiaries, taken as a whole, except as described in or contemplated by the
Prospectus.
(w) The Company and its subsidiaries possess all certificates,
authorizations and permits issued by the appropriate federal, state or foreign
regulatory authorities necessary to conduct their respective businesses, and
neither the Company nor any such subsidiary has received any notice of
proceedings relating to the revocation or modification of any such certificate,
authorization or permit which, singly or in the aggregate, if the subject of an
unfavorable decision, ruling or finding, would have a material adverse effect on
the business, results of operations or financial condition of the Company and
its subsidiaries, taken as a whole, except as described in or contemplated by
the Prospectus.
(x) Neither the Company nor any of its subsidiaries is in violation of
any federal or state law or regulation relating to occupational safety and
health or to the storage, handling or transportation of hazardous or toxic
materials and the Company and its subsidiaries have received all permits,
licenses or other approvals required of them under applicable federal and state
occupational safety and health and environmental laws and regulations to conduct
their respective businesses, and the Company and each such subsidiary is in
compliance with all terms and conditions of any such permit, license or
approval, except any such violation of law or regulation, failure to receive
required permits, licenses or other approvals or failure to comply with the
terms and conditions of such permits, licenses or approvals which would not,
singly or in the aggregate, have a material adverse effect on the business,
results of operations or financial condition of the Company and its
subsidiaries, taken as a whole, except as described in or contemplated by the
Prospectus.
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<PAGE>
(y) The Company and each of its subsidiaries maintain a system or
internal accounting controls sufficient to provide reasonable assurance that (i)
transactions are executed in accordance with management's general or specific
authorizations; (ii) transactions are recorded as necessary to permit
preparation of financial statements in conformity with generally accepted
accounting principles and to maintain asset accountability; (iii) access to
assets is permitted only in accordance with management's general or specific
authorization; and (iv) the recorded accountability for assets is compared with
the existing assets at reasonable intervals and appropriate action is taken with
respect to any differences.
(z) No default exists, and no event has occurred which, with notice or
lapse of time or both, would (i) constitute a default in the due performance and
observance of any term, covenant or condition of any indenture, mortgage, deed
of trust, lease or other agreement or instrument to which the Company or any of
its subsidiaries is a party or by which the Company or any of its subsidiaries
or any of their respective properties is bound and (ii) would have a material
adverse effect on the business, results of operations or financial condition of
the Company and its subsidiaries, taken as a whole.
(aa) The Company has timely filed all necessary federal, state and
foreign income and franchise tax returns and has paid all taxes shown thereon as
due, and there is no tax deficiency that has been or, to the Company's
knowledge, might be asserted against the Company that could have a material
adverse effect on the condition (financial or otherwise), earnings, operations,
business or business prospects of the Company; and all tax liabilities are
adequately provided for on the books of the Company.
(ab) The financial statements, including the notes thereto, and
supporting schedules included in the Registration Statement and the Prospectus
present fairly the financial position of the Company as of the dates indicated
and the results of its operations for the periods specified; except as otherwise
stated in the Registration Statement, said financial statements have been
prepared in conformity with generally accepted accounting principles applied on
a consistent basis; and the supporting schedules included in the Registration
Statement present fairly the information required to be stated therein. Such
financial statements have been prepared in accordance with generally accepted
accounting principles consistently applied throughout the periods involved, are
correct and complete, and are in accordance with the books and records of the
Company in all material respects. No other financial statements are required by
Form S-1 or otherwise to be included in the Registration Statement or
Prospectus.
(ac) The Company has not distributed and will not distribute prior to
the Closing Date any offering material in connection with the offering and sale
of the Shares other than the Preliminary Prospectus, the Prospectus, the
Registration Statement and the other materials permitted by the Securities Act.
(ad) The Company has (A) notified each holder of a currently
outstanding option issued under the Company's 1990 Stock Plan (herein called the
1990 Plan) and each person who has acquired shares of Common Stock pursuant to
the exercise of any option granted under the 1990 Plan that, pursuant to the
terms of the 1990 Plan, none of such options or shares, or other securities of
the Company, may be sold or otherwise transferred for a period of 240 days
following the effective date of the Registration Statement, unless such holder
agrees to be bound by "lock-up" provisions in substantially the form as set
forth in Exhibit A hereto; (B) ensured that parties associated with the Company
---------
that receive Shares at the request of the Company agree to any required "lock-
up"
6
<PAGE>
restrictions of the National Association of Securities Dealers, Inc. regarding
the sale, transfer, assignment, pledge or hypothecation of the Shares; and (C)
imposed a stop-transfer instruction with the Company's transfer agent in order
to enforce the foregoing "lock-up" provisions. Each of the foregoing "lock-up"
provisions shall be in full force and effect on the Closing Date.
2. AGREEMENTS TO SELL AND PURCHASE. The Company hereby agrees to sell to
-------------------------------
the several Underwriters, and each Underwriter, upon the basis of the
representations and warranties herein contained, but subject to the conditions
hereinafter stated, agrees, severally and not jointly, to purchase from the
Company at $_____ a share (the "Purchase Price") the number of Firm Shares
(subject to such adjustments to eliminate fractional shares as you may
determine) that bears the same proportion to the number of Firm Shares to be
sold by the Company as the number of Firm Shares set forth in Schedule I hereto
opposite the name of such Underwriter bears to the total number of Firm Shares.
On the basis or the representations and warranties contained in this
Agreement, and subject to its terms and conditions, the Company agrees to sell
to the Underwriters the Additional Shares, and the Underwriters shall have a
one-time right to purchase, severally and not jointly, up to
-------------------
Additional Shares at the Purchase Price. If you, on behalf of the Underwriters,
later than 30 days after the date of this Agreement, which notice shall specify
the number of Additional Shares to be purchased by the Underwriters and the date
on which such shares are to be purchased. Such date may be the same as the
Closing Date (as defined below) but not earlier than the Closing Date nor later
than ten business days after the date of such notice. Additional Shares may be
purchased as provided in Section 4 hereof solely for the purpose of covering
over-allotments made in connection with the offering of the Firm Shares. If any
Additional Shares are to be purchased, each Underwriter agrees, severally and
not jointly, to purchase the number of Additional Shares (subject to such
adjustments to eliminate fractional shares as you may determine) that bears the
same proportion to the total number of Additional Shares to be purchased as the
number of Firm Shares set forth in Schedule I hereto opposite the name of such
Underwriter bears to the total number of Firm Shares.
The Company hereby agrees that, without the prior written consent of Morgan
Stanley & Co. Incorporated on behalf of the Underwriters, it will not, during
the period ending 180 days after the date of the Prospectus, (i) offer, pledge,
sell, contract to sell, sell any option or contract to purchase, purchase any
option or contract to sell, grant any option, right or warrant to purchase or
otherwise transfer or dispose of, directly or indirectly, any shares of Common
Stock or any securities convertible into or exercisable or exchangeable for
Common Stock or (ii) enter into any swap or other arrangement that transfers to
another, in whole or in part, any of the economic consequences of ownership of
the Common Stock, whether any such transaction described in clause (i) or (ii)
above is to be settled by delivery of Common Stock or such other securities, in
cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to
be sold hereunder, (B) the issuance by the Company of shares of Common Stock
upon the exercise of an option or warrant or the conversion of a security
outstanding on the date hereof of which the Underwriters have been advised in
writing, or (C) the issuance by the Company of shares of Common Stock or options
to purchase such shares under the Company's 1990 Stock Plan, 1997 Stock Plan or
1997 Employee Stock Purchase Plan, provided such shares are bound by or options
contain "lock-up" provisions in substantially the same form as set forth in
Exhibit A hereto.
- ---------
3. TERMS OF PUBLIC OFFERING. The Company is advised by you that the
------------------------
Underwriters propose to make a public offering of their respective portions of
the Shares as soon after the
7
<PAGE>
Registration Statement and this Agreement have become effective as in your
judgment is advisable. The Company is further advised by you that the Shares are
to be offered to the public initially at $_______ a share (the "Public Offering
Price") and to certain dealers selected by you at a price that represents a
concession not in excess of $_____ a share under the Public Offering Price, and
that any Underwriter may allow, and such dealers may reallow, a concession, not
in excess of $_____ a share, to any Underwriter or to certain other dealers.
4. PAYMENT AND DELIVERY. Payment for the Firm Shares to be sold by the
--------------------
Company shall be made to the Company in Federal or other funds immediately
available in New York City against delivery of such Firm Shares for the
respective accounts of the several Underwriters at 10:00 A.M., New York City
time, on __________, 1997, or at such other time on the same or such other date,
not later than __________, 1997, as shall be designated in writing by you. The
time and date of such payment are hereinafter referred to as the "Closing Date."
Payment for any Additional Shares shall be made to the Company in Federal
or other funds immediately available in New York City against delivery of such
Additional Shares for the respective accounts of the several Underwriters at
10:00 A.M., New York City time, on the date specified in the notice described in
Section 3 or at such other time on the same or on such other late, in any event
not later than __________,1997 as shall be designated in writing by you. The
time and date of such payment are hereinafter referred to as the "Option Closing
Date."
Certificates for the Firm Shares and Additional Shares shall be in
definitive form and registered in such names and in such denominations as you
shall request in writing not later than one full business day prior to the
Closing Date or the Option Closing Date, as the case may be. The certificates
evidencing the Firm Shares and Additional Shares shall be delivered to you on
the Closing Date or the Option Closing Date, as the case may be, for the
respective accounts of the several Underwriters, with any transfer taxes payable
in connection with the transfer of the shares to the Underwriters duly paid,
against payment of the Purchase Price therefor.
5. CONDITIONS TO THE UNDERWRITERS' OBLIGATIONS. The obligations of the
-------------------------------------------
Company to sell the Shares to the Underwriters and the several obligations of
the Underwriters to purchase and pay for the Shares on the Closing Date are
subject to the condition that the Registration Statement shall have become
effective not later than __________ (New York City time) on the date hereof.
The several obligations of the Underwriters are subject to the
following further conditions:
(a) Subsequent to the execution and delivery of this Agreement and
prior to the Closing Date:
(i) there shall not have occurred any downgrading, nor shall any
notice have been given of any intended or potential downgrading or of
any review for a possible change that does not indicate the direction
of the possible change, in the rating accorded any of the Company's
securities by any "nationally recognized statistical rating
organization," as such term is defined for purposes of Rule 436(g)(2)
under the Securities Act; and
(ii) there shall not have occurred any change, or any development
involving a prospective change, in the condition, financial or
otherwise, or in the earnings, business or operations of the Company
and its subsidiaries, taken as a whole, from that
8
<PAGE>
set forth in the Prospectus (exclusive of any amendments or
supplements thereto subsequent to the date of this Agreement) that, in
your judgment, is material and adverse and that makes it, in your
judgment, impracticable to market the Shares on the terms and in the
manner contemplated in the Prospectus.
(b) The Underwriters shall have received on the Closing Date a
certificate, dated the Closing Date and signed by an executive officer of the
Company, to the effect set forth in clause (a)(i) above and to the effect that
the representations and warranties of the Company contained in this Agreement
are true and correct as of the Closing Date and that the Company has complied
with all of the agreements and satisfied all of the conditions on its part to be
performed or satisfied hereunder on or before the Closing Date.
The officer signing and delivering such certificate may rely upon the
best of his or her knowledge as to proceedings threatened.
(c) The Underwriters shall have received on the Closing Date an
opinion of Wilson Sonsini Goodrich & Rosati, outside counsel for the Company,
dated the Closing Date, to the effect that:
(i) the Company has been duly incorporated, is validly existing
as a corporation in good standing under the laws of the jurisdiction
of its incorporation, has the corporate power and authority to own its
property and to conduct its business as described in the Prospectus
and is duly qualified to transact business and is in good standing in
each jurisdiction in which the conduct of its business or its
ownership or leasing of property requires such qualification, except
to the extent that the failure to be so qualified or be in good
standing would not have a material adverse effect on the Company and
its subsidiaries, taken as a whole;
(ii) each subsidiary of the Company has been duly incorporated,
is validly existing as a corporation in good standing under the laws
of the jurisdiction of its incorporation, has the corporate power and
authority to own its property and to conduct its business as described
in the Prospectus and is duly qualified to transact business and is in
good standing in each jurisdiction in which the conduct of its
business or its ownership or leasing of property requires such
qualification, except to the extent that the failure to be so
qualified or be in good standing would not have a material adverse
effect on the Company and its subsidiaries, taken as a whole;
(iii) the authorized capital stock of the Company conforms as to
legal matters to the description thereof contained in the Prospectus;
(iv) the shares of Common Stock outstanding prior to the issuance
of the Shares to be sold by the Company have been duly authorized and
are validly issued, fully paid and non-assessable;
(v) all of the issued shares of capital stock of each subsidiary
of the Company have been duly and validly authorized and issued, are
fully paid and non-assessable and are owned directly by the Company,
free and clear of all liens, encumbrances, equities or claims;
9
<PAGE>
(vi) the Shares to be sold by the Company have been duly
authorized and, when issued and delivered in accordance with the terms
of this Agreement, will be validly issued, fully paid and non-
assessable, and the issuance of such Shares will not be subject to any
preemptive rights contained in the Company's Certificate of
Incorporation or Bylaws or, to such counsel's knowledge, any similar
rights contained in any other agreements or instruments binding upon
the Company or any of its subsidiaries;
(vii) this Agreement has been duly authorized, executed and
delivered by the Company;
(viii) the execution and delivery by the Company of, and the
performance by the Company of its obligations under, this Agreement
will not contravene any provision of applicable law or the certificate
of incorporation or by-laws of the Company or, to such counsel's
knowledge, any agreement or other instrument binding upon the Company
or any of its subsidiaries that is material to the Company and its
subsidiaries, taken as a whole, or, to such counsel's knowledge, any
judgment, order or decree of any governmental body, agency or court
having jurisdiction over the Company or any subsidiary, and no
consent, approval, authorization or order of, or qualification with,
any governmental body or agency is required for the performance by the
Company of its obligations under this Agreement, except such as may be
required by the securities or Blue Sky laws of the various states in
connection with the offer and sale of the Shares;
(ix) the statements (A) in the Prospectus under the captions
"Risk Factors -- Future Dependence upon PC Main Memory Market Segment
and Intel" in the third, fourth and seventh sentences thereof, "--
Certain Anti-Takeover Provisions," and "-- Shares Eligible for Future
Sale," "Business -- Target Markets and Applications -- PC Main Memory
Market -- Intel Contract" in the first, second and third sentences
thereof, "Management -- Classified Board," "--Limitation of Liability
and Indemnification Matters" and "--Stock Plans, "Certain
Transactions," "Description of Capital Stock," and "Shares Eligible
for Future Sale" and (B) in the Registration Statement in Items 14 and
15, in each case insofar as such statements constitute summaries of
the legal matters, documents or proceedings referred to therein,
fairly present the information called for with respect to such legal
matters, documents and proceedings and fairly summarize the matters
referred to therein;
(x) such counsel does not know of any legal or governmental
proceedings pending or threatened to which the Company or any of its
subsidiaries is a party or to which any of the properties of the
Company or any of its subsidiaries is subject that are required to be
described in the Registration Statement or the Prospectus and are not
so described or of any statutes, regulations, contracts or other
documents that are required to be described in the Registration
Statement or the Prospectus or to be filed as exhibits to the
Registration Statement that are not described or filed as required;
(xi) the Company is not and, after giving effect to the offering
and sale of the Shares and the application of the proceeds therefrom
as described in the Prospectus, will not be an "investment company" as
such term is defined in the Investment Company Act of 1940, as
amended;
10
<PAGE>
(xii) to the knowledge of such counsel, there is no legal or
beneficial owner of any securities of the Company who has any rights,
not effectively waived, to require registration of any shares of
capital stock of the Company in connection with the filing of the
Registration Statement; and
(xiii) such counsel (A) is of the opinion that the Registration
Statement and Prospectus (except for financial statements and
schedules and other financial and statistical data included therein as
to which such counsel need not express any opinion) comply as to form
in all material respects with the Securities Act and the applicable
rules and regulations of the Commission thereunder, (B) has no reason
to believe that (except for financial statements and schedules and
other financial and statistical data as to which such counsel need not
express any belief) the Registration Statement and the prospectus
included therein at the time the Registration Statement became
effective contained any untrue statement of a material fact or omitted
to state a material fact required to be stated therein or necessary to
make the statements therein not misleading and (C) has no reason to
believe that (except for financial statements and schedules and other
financial and statistical data as to which such counsel need not
express any belief) the Prospectus contains any untrue statement of a
material fact or omits to state a material fact necessary in order to
make the statements therein, in the light of the circumstances under
which they were made, not misleading.
(d) The Underwriters shall have received on the Closing Date an
opinion of Fenwick & West LLP, counsel for the Underwriters, dated the Closing
Date, covering the matters referred to in subparagraphs (vi), (vii), (ix) (but
only as to the statements in the Prospectus under "Description of Capital Stock"
and "Underwriters") and (xiii) of paragraph (c) above.
With respect to subparagraph (xiii) of paragraph (c) above, Wilson
Sonsini Goodrich & Rosati and Fenwick & West LLP may state that their opinion
and belief are based upon their participation in the preparation of the
Registration Statement and Prospectus and any amendments or supplements thereto
and review and discussion of the contents thereof, but are without independent
check or verification, except as specified.
The opinion of Wilson Sonsini Goodrich & Rosati described in paragraph
(c) above shall be rendered to the Underwriters at the request of the Company
and shall so state therein.
(e) The Underwriters shall have received on the Closing Date an
opinion of Blakely, Sokoloff, Taylor & Zafman, patent counsel for the Company,
dated the Closing Date, to the effect that:
(i) The statements in the Registration Statement and Prospectus
set forth in "Risk Factors--Limited Protection of Intellectual
Property; Likelihood of Potential Litigation" and "Business--Patents
and Intellectual Property Protection" are accurate and complete
summaries of the matters set forth therein;
(ii) Neither the Registration Statement nor the Prospectus,
including but not limited to "Risk Factors--Limited Protection of
Intellectual Property; Likelihood of Potential Litigation" and
"Business--Patents and Intellectual Property Protection," (A) contains
any untrue statement of a material fact with respect to patents or
patent rights owned or used by the Company, or the manner of its use
thereof, or any allegation on
11
<PAGE>
the part of any person that the Company is infringing any patents or
patent rights of any such person or (B) omits to state any material
fact relating to patents or patent rights owned or used by the
Company, or the manner of its use thereof, or any allegation on the
part of any person that the Company is infringing any patents or
patent rights of any such person, that is necessary to make the
statements therein not misleading;
(iii) Except as stated in the Registration Statement and
Prospectus, there are no legal or governmental proceedings pending
(other than routine administrative proceedings of the U.S. Patent and
Trademark Office and foreign patent offices concerning pending patent
applications of the Company) relating to patents or patent rights of
the Company, and no such proceedings are threatened or contemplated by
governmental authorities or others;
(iv) Such counsel does not know of any contracts or other
documents, relating to governmental regulation affecting the Company
or the Company's patents of a character required to be filed as an
exhibit to the Registration Statement or required to be described in
the Registration Statement or the Prospectus that are not filed or
described as required;
(v) To such counsel's knowledge, the Company is not infringing or
otherwise violating any patents of others, and to such counsel's
knowledge, there are no infringements by others of any of the
Company's patents that in such counsel's judgment could affect
materially the use thereof by the Company; and
(vi) To such counsel's knowledge, the Company owns or possesses
sufficient licenses or other rights to use all patents necessary to
conduct the business now being or proposed to be conducted by the
Company as described in the Prospectus.
(f) The Underwriters shall have received, on each of the date hereof
and the Closing Date, a letter dated the date hereof or the Closing Date, as the
case may be, in form and substance satisfactory to the Underwriters, from
Coopers & Lybrand L.L.P., independent public accountants, containing statements
and information of the type ordinarily included in accountants' "comfort
letters" to underwriters with respect to the financial statements and certain
financial information contained in the Registration Statement and the
Prospectus; provided that the letter delivered on the Closing Date shall use a
--------
"cut-off date" not earlier than the date hereof.
(g) The "lock-up" agreements, each substantially in the form of
Exhibit A hereto, between you and shareholders, option holders, officers and
directors of the Company relating to sales and certain other dispositions of
shares of Common Stock or certain other securities, delivered to you on or
before the date hereof, shall be in full force and effect on the Closing Date.
The several obligations of the Underwriters to purchase Additional
Shares hereunder are subject to the delivery to you on the Option Closing Date
of such documents as you may reasonably request with respect to the good
standing of the Company, the due authorization and issuance of the Additional
Shares and other matters related to the issuance of the Additional Shares.
6. COVENANTS OF THE COMPANY. In further consideration of the agreements
------------------------
of the Underwriters herein contained, the Company covenants with each
Underwriter as follows:
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<PAGE>
(a) To furnish to you, without charge, four signed copies of the
Registration Statement (including exhibits thereto) and for delivery to each
other Underwriter a conformed copy of the Registration Statement (without
exhibits thereto) and to furnish to you in New York City, without charge, prior
to 10:00 A.M. New York City time on the business day next succeeding the date of
this Agreement and during the period mentioned in paragraph (c) below, as many
copies of the Prospectus and any supplements and amendments thereto or to the
Registration Statement as you may reasonably request.
(b) Before amending or supplementing the Registration Statement or the
Prospectus, to furnish to you a copy of each such proposed amendment or
supplement and not to file any such proposed amendment or supplement to which
you reasonably object, and to file with the Commission within the applicable
period specified in Rule 424(b) under the Securities Act any prospectus required
to be filed pursuant to such Rule.
(c) If, during such period after the first date of the public offering
of the Shares as in the opinion of counsel for the Underwriters the Prospectus
is required by law to be delivered in connection with sales by an Underwriter or
dealer, any event shall occur or condition exist as a result of which it is
necessary to amend or supplement the Prospectus in order to make the statements
therein, in the light of the circumstances when the Prospectus is delivered to a
purchaser, not misleading, or if, in the opinion of counsel for the
Underwriters, it is necessary to amend or supplement the Prospectus to comply
with applicable law, forthwith to prepare, file with the Commission and furnish,
at its own expense, to the Underwriters and to the dealers (whose names and
addresses you will furnish to the Company) to which Shares may have been sold by
you on behalf of the Underwriters and to any other dealers upon request, either
amendments or supplements to the Prospectus so that the statements in the
Prospectus as so amended or supplemented will not, in the light of the
circumstances when the Prospectus is delivered to a purchaser, be misleading or
so that the Prospectus, as amended or supplemented, will comply with law.
(d) To endeavor to qualify the Shares for offer and sale under the
securities or Blue Sky laws of such jurisdictions as you shall reasonably
request.
(e) To make generally available to the Company's security holders and
to you as soon as practicable an earning statement covering the twelve-month
period ending June 30, 1998 that satisfies the provisions of Section 11(a) of
the Securities Act and the rules and regulations of the Commission thereunder.
7. EXPENSES. Whether or not the transactions contemplated in this
--------
Agreement are consummated or this Agreement is terminated, the Company agrees to
pay or cause to be paid all expenses incident to the performance of their
obligations under this Agreement, including: (i) the fees, disbursements and
expenses of the Company's counsel and the Company's accountants in connection
with the registration and delivery of the Shares under the Securities Act and
all other fees or expenses in connection with the preparation and filing of the
Registration Statement, any preliminary prospectus, the Prospectus and
amendments and supplements to any of the foregoing, including all printing costs
associated therewith, and the mailing and delivering of copies thereof to the
Underwriters and dealers, in the quantities herein above specified, (ii) all
costs and expenses related to the transfer and delivery of the Shares to the
Underwriters, including any transfer or other taxes payable thereon, (iii) the
cost of printing or producing any Blue Sky or Legal Investment memorandum in
connection with the offer and sale of the Shares under state securities laws and
all expenses in connection with the qualification of the Shares for offer and
sale under state securities
13
<PAGE>
laws as provided in Section 6(d) hereof, including filing fees and the
reasonable fees and disbursements of counsel for the underwriters in connection
with such qualification and in connection with the Blue Sky or Legal Investment
memorandum, (iv) all filing fees and disbursements of counsel to the
Underwriters incurred in connection with the review and qualification of the
offering of the Shares by the National Association of Securities Dealers, Inc.,
(v) all fees and expenses in connection with the preparation and filing of the
registration statement on Form 8-A relating to the Common Stock and all costs
and expenses incident to listing the Shares on the Nasdaq National Market, (vi)
the cost of printing certificates representing the Shares, (vii) the costs and
charges of any transfer agent, registrar or depositary, (viii) the costs and
expenses of the Company relating to investor presentations on any "road show"
undertaken in connection with the marketing of the offering of the Shares,
including, without limitation, expenses associated with the production of road
show slides and graphics, fees and expenses of any consultants engaged in
connection with the road show presentations with the prior approval of the
Company, travel and lodging expenses of the representatives and officers of the
Company and any such consultants, and half of the cost of any aircraft chartered
in connection with the road show, (ix) the fees and disbursements of counsel
incurred by the underwriters in connection with the offer and sale of shares at
the request of the company to parties associated with the Company and any stamp
duties, similar taxes or duties or other taxes incurred by the Underwriters in
connection with such offer or sale and (x) all other costs and expenses incident
to the performance of the obligations of the Company hereunder for which
provision is not otherwise made in this section. It is understood, however, that
except as provided in this Section, Section 8 entitled "Indemnity and
Contribution", and the last paragraph of Section 10 below, the Underwriters will
pay all of their costs and expenses, including fees and disbursements of their
counsel, stock transfer taxes payable on resale of any of the shares by them and
any advertising expenses connected with any offers they may make.
8. INDEMNITY AND CONTRIBUTION. (a) The Company, agrees to indemnify and
--------------------------
hold harmless each Underwriter and each person, if any, who controls any
Underwriter within the meaning of either Section 15 of the Securities Act or
Section 20 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), from and against any and all losses, claims, damages and liabilities
(including, without limitation, any legal or other expenses reasonably incurred
in connection with defending or investigating any such action or claim) (i)
caused by any untrue statement or alleged untrue statement of a material fact
contained in the Registration Statement or any amendment thereof, any
preliminary prospectus or the Prospectus (as amended or supplemented if the
Company shall have furnished any amendments or supplements thereto), including
but not limited to those contained in the prospectus wrapper material attached
to the Prospectus or preliminary prospectus prepared by or with the consent of
the Company for distribution in foreign jurisdictions in connection with the
offer or sale of Shares at the request of the Company to persons associated with
the Company, or caused by any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, except insofar as such losses, claims, damages or
liabilities are caused by any such untrue statement or omission or alleged
untrue statement or omission based upon information relating to any Underwriter
furnished to the Company in writing by such Underwriter through you expressly
for use therein; or (ii) related to, arising out of, or in connection with the
offer or sale of Shares to persons associated with the Company at the request of
the Company, including those caused by the failure of any such person to pay for
and accept delivery of the Shares which, immediately following the effectiveness
of the Registration Statement, were subject to a properly confirmed agreement to
purchase.
(b) Each Underwriter agrees, severally and not jointly, to indemnify
and hold harmless the Company, the directors of the Company, the officers of the
Company who sign the
14
<PAGE>
Registration Statement and each person, if any, who controls the Company within
the meaning of either Section 15 of the Securities Act or Section 20 of the
Exchange Act from and against any and all losses, claims, damages and
liabilities (including, without limitation, any legal or other expenses
reasonably incurred in connection with defending or investigating any such
action or claim) caused by any untrue statement or alleged untrue statement of a
material fact contained in the Registration Statement or any amendment thereof,
any preliminary prospectus or the Prospectus (as amended or supplemented if the
Company shall have furnished any amendments or supplements thereto), or caused
by any omission or alleged omission to state therein a material fact required to
be stated therein or necessary to make the statements therein not misleading,
but only with reference to information relating to such Underwriter furnished to
the Company in writing by such Underwriter through you expressly for use in the
Registration Statement, any preliminary prospectus, the Prospectus or any
amendments or supplements thereto.
(c) In case any proceeding (including any governmental investigation)
shall be instituted involving any person in respect of which indemnity may be
sought pursuant to paragraph (a) or (b) of this Section 8, such person (the
"indemnified party") shall promptly notify the person against whom such
indemnity may be sought (the "indemnifying party") in writing and the
indemnifying party, upon request of the indemnified party, shall retain counsel
reasonably satisfactory to the indemnified party to represent the indemnified
party and any others the indemnifying party may designate in such proceeding and
shall pay the fees and disbursements of such counsel related to such proceeding.
In any such proceeding, any indemnified party shall have the right to retain its
own counsel, but the fees and expenses of such counsel shall be at the expense
of such indemnified party unless (i) the indemnifying party and the indemnified
party shall have mutually agreed to the retention of such counsel or (ii) the
named parties to any such proceeding (including any impleaded parties) include
both the indemnifying party and the indemnified party and representation of both
parties by the same counsel would be inappropriate due to actual or potential
differing interests between them. It is understood that the indemnifying party
shall not, in respect of the legal expenses of any indemnified party in
connection with any proceeding or related proceedings in the same jurisdiction,
be liable for (i) the fees and expenses of more than one separate firm (in
addition to any local counsel) for all Underwriters and all persons, if any, who
control any Underwriter within the meaning of either Section 15 of the
Securities Act or Section 20 of the Exchange Act and (ii) the fees and expenses
of more than one separate firm (in addition to any local counsel) for the
Company, its directors, its officers who sign the Registration Statement and
each person, if any, who controls the Company within the meaning of either such
Section, and that all such fees and expenses shall be reimbursed as they are
incurred. In the case of any such separate firm for the Underwriters and such
control persons of any Underwriters, such firm shall be designated in writing by
Morgan Stanley & Co. Incorporated. In the case of any such separate firm for the
Company, and such directors, officers and control persons of the Company, such
firm shall be designated in writing by the Company. The indemnifying party
shall not be liable for any settlement of any proceeding effected without its
written consent, but if settled with such consent or if there be a final
judgment for the plaintiff, the indemnifying party agrees to indemnify the
indemnified party from and against any loss or liability by reason of such
settlement or judgment. Notwithstanding the foregoing sentence, if at any time
an indemnified party shall have requested an indemnifying party to reimburse the
indemnified party for fees and expenses of counsel as contemplated by the second
and third sentences of this paragraph, the indemnifying party agrees that it
shall be liable for any settlement of any proceeding effected without its
written consent if (i) such settlement is entered into more than 30 days after
receipt by such indemnifying party of the aforesaid request and (ii) such
indemnifying party shall not have reimbursed the indemnified party in accordance
with such request prior to the date of such settlement. No
15
<PAGE>
indemnifying party shall, without the prior written consent of the indemnified
party, effect any settlement of any pending or threatened proceeding in respect
of which any indemnified party is or could have been a party and indemnity could
have been sought hereunder by such indemnified party, unless such settlement
includes an unconditional release of such indemnified party from all liability
on claims that are the subject matter of such proceeding.
(d) To the extent the indemnification provided for in paragraph (a) or
(b) of this Section 8 is unavailable to an indemnified party or insufficient in
respect of any losses, claims, damages or liabilities referred to therein, then
each indemnifying party under such paragraph, in lieu of indemnifying such
indemnified party thereunder, shall contribute to the amount paid or payable by
such indemnified party as a result of such losses, claims, damages or
liabilities (i) in such proportion as is appropriate to reflect the relative
benefits received by the indemnifying party or parties on the one hand and the
indemnified party or parties on the other hand from the offering of the Shares
or (ii) if the allocation provided by clause (i) above is not permitted by
applicable law, in such proportion as is appropriate to reflect not only the
relative benefits referred to in clause (i) above but also the relative fault of
the indemnifying party or parties on the one hand and of the indemnified party
or parties on the other hand in connection with the statements or omissions that
resulted in such losses, claims, damages or liabilities, as well as any other
relevant equitable considerations. The relative benefits received by the
Company on the one hand and the Underwriters on the other hand in connection
with the offering of the Shares shall be deemed to be in the same respective
proportions as the net proceeds from the offering of the Shares (before
deducting expenses) received by the Company and the total underwriting discounts
and commissions received by the Underwriters, in each case as set forth in the
table on the cover of the Prospectus, bear to the aggregate Public Offering
Price of the Shares. The relative fault of the Company on the one hand and the
Underwriters on the other hand shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by the Company or by the Underwriters and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission. The Underwriters' respective obligations to contribute
pursuant to this Section 8 are several in proportion to the respective number of
Shares they have purchased hereunder, and not joint.
(e) The Company and the Underwriters agree that it would not be just
or equitable if contribution pursuant to this Section 8 were determined by pro
---
rata allocation (even if the Underwriters were treated as one entity for such
- ----
purpose) or by any other method of allocation that does not take account of the
equitable considerations referred to in paragraph (d) of this Section 8. The
amount paid or payable by an indemnified party as a result of the losses,
claims, damages and liabilities referred to in the immediately preceding
paragraph shall be deemed to include, subject to the limitations set forth
above, any legal or other expenses reasonably incurred by such indemnified party
in connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this Section 8, no Underwriter shall be
required to contribute any amount in excess of the amount by which the total
price at which the Shares underwritten by it and distributed to the public were
offered to the public exceeds the amount of any damages that such Underwriter
has otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of section 11(f) of the Securities Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. The remedies provided for in this Section 8 are
not exclusive and shall not limit any rights or remedies which may otherwise be
available to any indemnified party at law or in equity.
16
<PAGE>
(f) The indemnity and contribution provisions contained in this
Section 8 and the representations, warranties and other statements of the
Company contained in this Agreement shall remain operative and in full force and
effect regardless of (i) any termination of this Agreement, (ii) any
investigation made by or on behalf of any Underwriter or any person controlling
any Underwriter, or the Company, its officers or directors or any person
controlling the Company and (iii) acceptance of and payment for any of the
Shares.
9. TERMINATION. This Agreement shall be subject to termination by
-----------
notice given by you to the Company, if (a) after the execution and delivery of
this Agreement and prior to the Closing Date (i) trading generally shall have
been suspended or materially limited on or by, as the case may be, any of the
New York Stock Exchange, the American Stock Exchange, the National Association
of Securities Dealers, Inc., the Chicago Board of Options Exchange, the Chicago
Mercantile Exchange or the Chicago Board of Trade, (ii) trading of any
securities of the Company shall have been suspended on any exchange or in any
over-the-counter market, (iii) a general moratorium on commercial banking
activities in New York shall have been declared by either Federal or New York
State authorities or (iv) there shall have occurred any outbreak or escalation
of hostilities or any change in financial markets or any calamity or crisis
that, in your judgment, is material and adverse and (b) in the case of any of
the events specified in clauses (a)(i) through (iv), such event, singly or
together with any other such event, makes it, in your judgment, impracticable to
market the Shares on the terms and in the manner contemplated in the Prospectus.
10. EFFECTIVENESS; DEFAULTING UNDERWRITERS. This Agreement shall
--------------------------------------
become effective upon the execution and delivery hereof by the parties hereto.
If, on the Closing Date or the Option Closing Date, as the case may
be, any one or more of the Underwriters shall fail or refuse to purchase Shares
that it has or they have agreed to purchase hereunder on such date, and the
aggregate number of Shares which such defaulting Underwriter or Underwriters
agreed but failed or refused to purchase is not more than one-tenth of the
aggregate number of the Shares to be purchased on such date, the other
Underwriters shall be obligated severally in the proportions that the number of
Firm Shares set forth opposite their respective names in Schedule I bears to the
aggregate number of Firm Shares set forth opposite the names of all such non-
defaulting Underwriters, or in such other proportions as you may specify, to
purchase the Shares which such defaulting Underwriter or Underwriters agreed but
failed or refused to purchase on such date; provided that in no event shall the
--------
number of Shares that any Underwriter has agreed to purchase pursuant to this
Agreement by increased pursuant to this Section 10 by an amount in excess of
one-ninth of such number of Shares without the written consent of such
Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall
fail or refuse to purchase Firm Shares and the aggregate number of Firm Shares
with respect to which such default occurs is more than one-tenth of the
aggregate number of Firm Shares to be purchased, and arrangements satisfactory
to you and the Company for the purchase of such Firm Shares are not made within
36 hours after such default, this Agreement shall terminate without liability on
the part of any non-defaulting Underwriter or the Company. In any such case
either you or the Company shall have the right to postpone the Closing Date, but
in no event for longer than seven days, in order that the required changes, if
any, in the Registration Statement and in the Prospectus or in any other
documents or arrangements may be effected. If, on the Option Closing Date, any
Underwriter or Underwriters shall fail or refuse to purchase Additional Shares
and the aggregate number of Additional Shares with respect to which such default
occurs is more than one-tenth of the aggregate number of Additional Shares to be
purchased, the non-defaulting Underwriters shall have the option to (i)
terminate their obligation hereunder to purchase Additional Shares or (ii)
purchase not less than
17
<PAGE>
the number of Additional Shares that such non-defaulting Underwriters would have
been obligated to purchase in the absence of such default. Any action taken
under this paragraph shall not relieve any defaulting Underwriter from liability
in respect of any default of such Underwriter under this Agreement.
If this Agreement shall be terminated by the Underwriters, or any of
them, because of any failure or refusal on the part of the Company to comply
with the terms or to fulfill any of the conditions of this Agreement, or if for
any reason the Company shall be unable to perform its obligations under this
Agreement, the Company will reimburse the Underwriters or such Underwriters as
have so terminated this Agreement with respect to themselves, severally, for all
out-of-pocket expenses (including the fees and disbursements of their counsel)
reasonably incurred by such Underwriters in connection with this Agreement or
the offering contemplated hereunder.
11. COUNTERPARTS. This Agreement may be signed in two or more
------------
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.
12. APPLICABLE LAW. This Agreement shall be governed by and
--------------
construed in accordance with the internal laws of the State of New York.
13. HEADINGS. The headings of the sections of this Agreement have
--------
been inserted for convenience of reference only and shall not be deemed a part
of this Agreement.
Very truly yours,
Rambus Inc.
By
--------------------------------------
Name:
Title:
18
<PAGE>
Accepted as of the date hereof
Morgan Stanley & Co. Incorporated
Hambrecht & Quist LLC
Robertson, Stephens & Company LLC
Acting severally on behalf of themselves
and the several underwriters named
herein.
By: Morgan Stanley & Co. Incorporated
By:
------------------------------
Name:
Title:
19
<PAGE>
SCHEDULE I
<TABLE>
<CAPTION>
Number of
Firm Shares
Underwriter To Be Purchased
----------- ---------------
<S> <C>
Morgan Stanley & Co. Incorporated
Hambrecht & Quist LLC
Robertson, Stephens & Company LLC
---------------
Total
===============
</TABLE>
<PAGE>
Exhibit A
---------
RAMBUS INC.
LOCK-UP AGREEMENT
February 28, 1997
Morgan Stanley & Co. Incorporated
Hambrecht & Quist LLC
Robertson, Stephens & Company
c/o Morgan Stanley & Co. Incorporated
1585 Broadway
New York, NY 10036
Ladies and Gentlemen:
The undersigned understands that Morgan Stanley & Co. Incorporated ("Morgan
Stanley"), as Representative of the several Underwriters, proposes to enter into
an Underwriting Agreement (the "Underwriting Agreement") with Rambus Inc., a
Delaware corporation (the "Company") providing for the initial public offering
(the "Public Offering") by the several Underwriters, including Morgan Stanley
(the "Underwriters"), of Common Stock, $.001 par value per share, of the Company
(the "Common Stock").
To induce the Underwriters that may participate in the Public Offering to
continue their efforts in connection with the Public Offering, the undersigned
hereby agrees that, without the prior written consent of Morgan Stanley on
behalf of the Underwriters, it will not, during the period commencing on the
date hereof and ending 180 days after the date of the final prospectus relating
to the Public Offering (the "Prospectus"), (1) offer, pledge, sell, contract to
sell, sell any option or contract to purchase, purchase any option or contract
to sell, grant any option, right or warrant to purchase, or otherwise transfer
or dispose of, directly or indirectly, any shares of Common Stock or any
securities convertible into or exercisable or exchangeable for Common Stock
(collectively, the "Shares") (whether such Shares are now owned by the
undersigned or are hereafter acquired), or (2) enter into any swap or other
arrangement that transfers to another, in whole or in part, any of the economic
consequences of ownership of the Shares, whether any such transaction described
in clause (1) or (2) above is to be settled by delivery of Common Stock or such
other securities, in cash or otherwise. The foregoing sentence shall not apply
to the sale of any Shares to the Underwriters pursuant to the Underwriting
Agreement. In addition, the undersigned agrees that, without the prior written
consent of Morgan Stanley on behalf of the Underwriters, it will not, during the
period commencing on the date hereof and ending 180 days after the date of the
Prospectus, make any demand for, or exercise any right with respect to, the
registration of any Shares.
Notwithstanding the foregoing, if the undersigned is an individual, he or she
may transfer any or all of the Shares either during his or her lifetime or on
death by gift, will or intestacy to his or her immediate family or to a trust
the beneficiaries of which are exclusively the undersigned and/or a
<PAGE>
Morgan Stanley & Co. Incorporated
February 28, 1997
Page 2
member or members of his or her immediate family; provided, however, that in any
such case, it shall be a condition to the transfer that the transferee execute
an agreement stating that the transferee is receiving and holding the Shares
subject to the provisions of this Agreement, and there shall be no further
transfer of such Shares except in accordance with this Agreement. For purposes
of this paragraph, "immediate family" shall mean spouse, lineal descendant,
father, mother, brother or sister of the transferor.
In addition, notwithstanding the foregoing, if the undersigned is a partnership,
the partnership may transfer any Shares to a partner of such partnership or a
retired partner of such partnership who retires after the date hereof, or to the
estate of any such partner or retired partner, and any partner who is an
individual may transfer any such Shares by gift, will or intestate succession to
his or her spouse or lineal descendants or ancestors; if the undersigned is a
trust, the trust may transfer any Shares to any beneficiary of such trust or to
the estate of any such beneficiary, and any beneficiary who is an individual may
transfer any such Shares by gift, will or intestate succession to his or her
spouse or lineal descendants or ancestors; and if the undersigned is a
corporation, the corporation may transfer any Shares to any shareholder of such
corporation, and any shareholder who is an individual may transfer any such
Shares by gift, will or intestate succession to his or her spouse or lineal
descendant or ancestors; provided, however, that in any such case, it shall be a
condition to the transfer that the transferee execute an agreement stating that
the transferee is receiving and holding the Shares subject to the provisions of
this Agreement, and there shall be no further transfer of such Shares except in
accordance with this Agreement.
Whether or not the Public Offering actually occurs depends on a number of
factors, including market conditions. Any Public Offering will only be made
pursuant to an Underwriting Agreement, the terms of which are subject to
agreement between the Company and the Underwriters. This Agreement shall
terminate and be of no further effect if the Registration Statement for the
Public Offering is not declared effective by the Securities and Exchange
Commission by December 31, 1997. The undersigned agrees and consents to the
entry of stop transfer instructions with the Company's transfer agent against
the transfer of securities of the Company held by the undersigned except in
compliance with the terms and conditions of this Agreement.
Very truly yours,
------------------------------
(Name)
------------------------------
(Address)
<PAGE>
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
-------------------------------------------------
OF
--
RAMBUS INC.
-----------
Rambus Inc., a corporation organized and existing under the laws of the
State of Delaware, hereby certifies as follows:
A. The name of the Corporation is Rambus Inc. The Corporation was
originally incorporated under the same name and the original Certificate of
Incorporation of the Corporation was filed with the Delaware Secretary of State
on February 3, 1997. The Amended and Restated Certificate of Incorporation of
the Corporation was filed with the Delaware Secretary of State on April 7, 1997.
The Certificate of Designation of Rights, Preferences and Privileges of Series E
Participating Preferred Stock of the Corporation was filed with the Delaware
Secretary of State on April 17, 1997.
B. Pursuant to Sections 242 and 245 of the General Corporation Law of the
State of Delaware, this Restated Certificate of Incorporation restates and
amends the provisions of the Certificate of Incorporation of this Corporation.
C. The text of the Certificate of Incorporation is hereby amended and
restated in its entirety to read as follows:
I. The name of the corporation (the "Corporation") is:
Rambus Inc.
II. The address of the Corporation's registered office in the State of
Delaware is 1209 Orange Street, Wilmington, Delaware 19801, County of New
Castle. The name of its registered agent at such address is The Corporation
Trust Company.
III The nature of the business or purposes to be conducted or promoted by
the Corporation is to engage in any lawful act or activity for which
corporations may be organized under the General Corporation Law of Delaware.
IV. This Corporation is authorized to issue two classes of stock to be
designated, respectively, Common Stock and Preferred Stock. The total number of
shares of Common Stock this Corporation is authorized to issue is 60,000,000,
$0.001 par value, and the total number of shares of Preferred Stock this
Corporation is authorized to issue is 5,000,000, $0.001 par value. Of the
Preferred Stock, 40,000 shares shall be designated Series E Participating
Preferred Stock ("Series E Preferred"), and 4,960,000 shares shall be
undesignated.
-1-
<PAGE>
The Preferred Stock may be issued from time to time in one or more series
pursuant to a resolution or resolutions providing for such issue duly adopted by
the Board of Directors (authority to do so being hereby expressly vested in the
Board). The Board of Directors is further authorized to determine or alter the
rights, preferences, privileges and restrictions granted to or imposed upon any
wholly unissued series of Preferred Stock and to fix the number of shares of any
series of Preferred Stock and the designation of any such series of Preferred
Stock. The Board of Directors, within the limits and restrictions stated in any
resolution or resolutions of the Board of Directors originally fixing the number
of shares constituting any series, may increase or decrease (but not below the
number of shares in any such series then outstanding) the number of shares of
any series subsequent to the issue of shares of that series.
The Corporation shall from time to time in accordance with the laws of the
State of Delaware increase the authorized amount of its Common Stock if at any
time the number of shares of Common Stock remaining unissued and available for
issuance shall not be sufficient to permit conversion of the Preferred Stock.
The relative rights, preferences, privileges and restrictions granted to or
imposed on the Series E Preferred or the holders thereof are as follows:
A. Proportional Adjustment. In the event the Corporation shall at
-----------------------
any time after the issuance of any share or shares of Series E Participating
Preferred Stock (i) declare any dividend on Common Stock of the Corporation
("Common Stock") payable in shares of Common Stock, (ii) subdivide the
outstanding Common Stock or (iii) combine the outstanding Common Stock into a
smaller number of shares, then in each such case the Corporation shall
simultaneously effect a proportional adjustment to the number of outstanding
shares of Series E Participating Preferred Stock.
B. Dividends and Distributions.
---------------------------
1. Subject to the prior and superior right of the holders of
any shares of any series of Preferred Stock ranking prior and superior to the
shares of Series E Participating Preferred Stock with respect to dividends, the
holders of shares of Series E Participating Preferred Stock shall be entitled to
receive when, as and if declared by the Board of Directors out of funds legally
available for the purpose, quarterly dividends payable in cash on the last day
of January, April, July and October in each year (each such date being referred
to herein as a "Quarterly Dividend Payment Date"), commencing on the first
Quarterly Dividend Payment Date after the first issuance of a share or fraction
of a share of Series E Participating Preferred Stock, in an amount per share
(rounded to the nearest cent) equal to 1,000 times the aggregate per share
amount of all cash dividends, and 1,000 times the aggregate per share amount
(payable in kind) of all non-cash dividends or other distributions other than a
dividend payable in shares of Common Stock or a subdivision of the outstanding
shares of Common Stock (by reclassification or otherwise), declared on the
Common Stock since the immediately preceding Quarterly Dividend Payment Date,
or, with respect to the first Quarterly Dividend Payment Date, since the first
issuance of any share or fraction of a share of Series E Participating Preferred
Stock.
-2-
<PAGE>
2. The Corporation shall declare a dividend or distribution on
the Series E Participating Preferred Stock as provided in paragraph (a) above
immediately after it declares a dividend or distribution on the Common Stock
(other than a dividend payable in shares of Common Stock).
3. Dividends shall begin to accrue on outstanding shares of
Series E Participating Preferred Stock from the Quarterly Dividend Payment Date
next preceding the date of issue of such shares of Series E Participating
Preferred Stock, unless the date of issue of such shares is prior to the record
date for the first Quarterly Dividend Payment Date, in which case dividends on
such shares shall begin to accrue from the date of issue of such shares, or
unless the date of issue is a Quarterly Dividend Payment Date or is a date after
the record date for the determination of holders of shares of Series E
Participating Preferred Stock entitled to receive a quarterly dividend and
before such Quarterly Dividend Payment Date, in either of which events such
dividends shall begin to accrue from such Quarterly Dividend Payment Date.
Accrued but unpaid dividends shall not bear interest. Dividends paid on the
shares of Series E Participating Preferred Stock in an amount less than the
total amount of such dividends at the time accrued and payable on such shares
shall be allocated pro rata on a share-by-share basis among all such shares at
the time outstanding. The Board of Directors may fix a record date for the
determination of holders of shares of Series E Participating Preferred Stock
entitled to receive payment of a dividend or distribution declared thereon,
which record date shall be no more than 30 days prior to the date fixed for the
payment thereof.
C. Voting Rights. The holders of shares of Series E Participating
-------------
Preferred Stock shall have the following voting rights:
1. Each share of Series E Participating Preferred Stock shall
entitle the holder thereof to 1,000 votes on all matters submitted to a vote of
the stockholders of the Corporation.
2. Except as otherwise provided herein or by law, the holders
of shares of Series E Participating Preferred Stock and the holders of shares of
Common Stock shall vote together as one class on all matters submitted to a vote
of stockholders of the Corporation.
3. Except as required by law, holders of Series E Participating
Preferred Stock shall have no special voting rights and their consent shall not
be required (except to the extent they are entitled to vote with holders of
Common Stock as set forth herein) for taking any corporate action.
D. Certain Restrictions.
--------------------
1. The Corporation shall not declare any dividend on, make any
distribution on, or redeem or purchase or otherwise acquire for consideration
any shares of Common Stock after the first issuance of a share or fraction of a
share of Series E Participating Preferred Stock unless concurrently therewith it
shall declare a dividend on the Series E Participating Preferred Stock as
required by Section 3 hereof.
2. Whenever quarterly dividends or other dividends or
distributions payable on the Series E Participating Preferred Stock as provided
in Section 3 are in arrears, thereafter and until
-3-
<PAGE>
all accrued and unpaid dividends and distributions, whether or not declared, on
shares of Series E Participating Preferred Stock outstanding shall have been
paid in full, the Corporation shall not
(a) declare or pay dividends on, make any other distributions on, or
redeem or purchase or otherwise acquire for consideration any shares of stock
ranking junior (either as to dividends or upon liquidation, dissolution or
winding up) to the Series E Participating Preferred Stock;
(b) declare or pay dividends on, make any other distributions on any
shares of stock ranking on a parity (either as to dividends or upon liquidation,
dissolution or winding up) with Series E Participating Preferred Stock, except
dividends paid ratably on the Series E Participating Preferred Stock and all
such parity stock on which dividends are payable or in arrears in proportion to
the total amounts to which the holders of all such shares are then entitled;
(c) redeem or purchase or otherwise acquire for consideration shares
of any stock ranking on a parity (either as to dividends or upon liquidation,
dissolution or winding up) with the Series E Participating Preferred Stock,
provided that the Corporation may at any time redeem, purchase or otherwise
acquire shares of any such parity stock in exchange for shares of any stock of
the Corporation ranking junior (either as to dividends or upon dissolution,
liquidation or winding up) to the Series E Participating Preferred Stock;
(d) purchase or otherwise acquire for consideration any shares of
Series E Participating Preferred Stock, or any shares of stock ranking on a
parity with the Series E Participating Preferred Stock, except in accordance
with a purchase offer made in writing or by publication (as determined by the
Board of Directors) to all holders of such shares upon such terms as the Board
of Directors, after consideration of the respective annual dividend rates and
other relative rights and preferences of the respective series and classes,
shall determine in good faith will result in fair and equitable treatment among
the respective series or classes.
3. The Corporation shall not permit any subsidiary of the
Corporation to purchase or otherwise acquire for consideration any shares of
stock of the Corporation unless the Corporation could, under paragraph (a) of
this Section 5, purchase or otherwise acquire such shares at such time and in
such manner.
E. Reacquired Shares. Any shares of Series E Participating
-----------------
Preferred Stock purchased or otherwise acquired by the Corporation in any manner
whatsoever shall be retired and canceled promptly after the acquisition thereof.
All such shares shall upon their cancellation become authorized but unissued
shares of Preferred Stock and may be reissued as part of a new series of
Preferred Stock to be created by resolution or resolutions of the Board of
Directors, subject to the conditions and restrictions on issuance set forth
herein and, in the Restated Certificate of Incorporation, as then amended.
F. Liquidation, Dissolution or Winding Up. Upon any liquidation,
--------------------------------------
dissolution or winding up of the Corporation, the holders of shares of Series E
Participating Preferred Stock shall be entitled to receive an aggregate amount
per share equal to 1000 times the aggregate amount to be
-4-
<PAGE>
distributed per share to holders of shares of Common Stock plus an amount equal
to any accrued and unpaid dividends on such shares of Series E Participating
Preferred Stock.
G. Consolidation, Merger, etc. In case the Corporation shall enter
--------------------------
into any consolidation, merger, combination or other transaction in which the
shares of Common Stock are exchanged for or changed into other stock or
securities, cash and/or any other property, then in any such case the shares of
Series E Participating Preferred Stock shall at the same time be similarly
exchanged or changed in an amount per share equal to 1,000 times the aggregate
amount of stock, securities, cash and/or any other property (payable in kind),
as the case may be, into which or for which each share of Common Stock is
changed or exchanged.
H. No Redemption. The shares of Series E Participating Preferred
-------------
Stock shall not be redeemable.
I. Ranking. The Series E Participating Preferred Stock shall rank
-------
junior to all other series of the Corporation's Preferred Stock as to the
payment of dividends and the distribution of assets, unless the terms of any
such series shall provide otherwise.
J. Amendment. The Restated Certificate of Incorporation of the
---------
Corporation shall not be further amended in any manner which would materially
alter or change the powers, preference or special rights of the Series E
Participating Preferred Stock so as to affect them adversely without the
affirmative vote of the holders of a majority of the outstanding shares of
Series E Participating Preferred Stock, voting separately as a class.
K. Fractional Shares. Series E Participating Preferred Stock may be
-----------------
issued in fractions of a share which shall entitle the holder, in proportion to
such holder's fractional shares, to exercise voting rights, receive dividends,
participate in distributions and to have the benefit of all other rights of
holders of Series E Participating Preferred Stock.
V. The name and mailing address of the incorporator are as follows:
J. Michael Arrington
c/o Wilson Sonsini Goodrich & Rosati
650 Page Mill Road
Palo Alto, CA 94304-1050
VI. The Corporation is to have perpetual existence.
VII. Elections of directors need not be by written ballot unless a
stockholder demands election by written ballot at the meeting and before voting
begins or unless the Bylaws of the Corporation shall so provide.
VIII. The number of directors which constitute the whole Board of Directors
of the Corporation shall be designated in the Bylaws of the Corporation. The
directors shall be divided into two classes
-5-
<PAGE>
with the term of office of the first class (Class I) to expire at the annual
meeting of stockholders in 1998; the term of office of the second class (Class
II) to expire at the annual meeting of stockholders held in 1999; and thereafter
for each such term to expire at each second succeeding annual meeting of
stockholders after such election.
IX. In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized to make, alter, amend or
repeal the Bylaws of the Corporation.
X. A. To the fullest extent permitted by the Delaware General
Corporation Law as the same exists or as may hereafter be amended, a director of
the Corporation shall not be personally liable to the Corporation or its
stockholders for monetary damages for breach fiduciary duty as a director.
B. The Corporation shall indemnify to the fullest extent permitted
by law any person made or threatened to be made a party to an action or
proceeding, whether criminal, civil, administrative or investigative, by reason
of the fact that he, his testator or intestate is or was a director, officer or
employee of the Corporation or any predecessor of the Corporation or serves or
served at any other enterprise as a director, officer or employee at the request
of the Corporation or any predecessor to the Corporation.
C. Neither any amendment nor repeal of this Article X, nor the
adoption of any provision of this Corporation's Certificate of Incorporation
inconsistent with this Article X, shall eliminate or reduce the effect of this
Article X, in respect of any matter occurring, or any action or proceeding
accruing or arising or that, but for this Article X, would accrue or arise,
prior to such amendment, repeal or adoption of an inconsistent provision.
XI. Following the effectiveness of the registration of any class of
securities of the Corporation pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, no action shall be taken by the stockholders
of the Corporation except at an annual or special meeting of the stockholders
called in accordance with the Bylaws and no action shall be taken by the
stockholders by written consent. The affirmative vote of sixty-six and two-
thirds percent (66 2/3%) of the then issued and outstanding voting securities of
the Corporation, voting together as a single class, shall be required for the
amendment, repeal or modification of the provisions of Article VIII or Article
XI of this Restated Certificate of Incorporation or Sections 2.3 (Special
Meeting), 2.11 (Stockholder Action by Written Consent without a Meeting) or 2.15
(Advance Notice of Stockholder Nominees and Stockholder Business) of the
Corporation's Bylaws.
XII Meetings of stockholders may be held within or without the State of
Delaware, as the Bylaws of the Corporation may provide. The books of the
Corporation may be kept (subject to any provision contained in the statutes)
outside of the State of Delaware at such place or places as may be designated
from time to time by the Board of Directors or in the Bylaws of the Corporation.
-6-
<PAGE>
IN WITNESS WHEREOF, the Corporation has caused this certificate to be
signed by Gary Harmon, its Secretary, this _____ day of __________, 1997.
_____________________________________
Gary Harmon, Secretary
-7-
<PAGE>
EXHIBIT 10.2
CONFIDENTIAL
------------
--------------------------------------------
SEMICONDUCTOR TECHNOLOGY LICENSE AGREEMENT
BETWEEN
NEC CORPORATION
AND
RAMBUS INC.
--------------------------------------------
*** Confidential treatment requested for portions of this exhibit
<PAGE>
TABLE OF CONTENTS
Page
----
SECTION 1 - DEFINITIONS ....................................... 1
1.1 Rambus Technology.................................. 1
1.2 Rambus Memory Device............................... 2
1.3 Rambus Microprocessor or Microcontroller........... 3
1.4 Rambus Peripherals................................. 3
1.5 Rambus Products.................................... 4
1.6 Rambus Technology Description...................... 4
1.7 Customer Specific Rambus Products.................. 4
1.8 Modules............................................ 4
1.9 Boards............................................. 5
1.10 System Products.................................... 5
1.11 Rambus Interface Specification..................... 5
1.12 Compatible......................................... 5
1.13 Patents............................................ 5
1.14 Confidential Information........................... 5
1.15 NEC Improvements................................... 5
1.16 NEC Patents........................................ 6
1.17 Other NEC Rights................................... 6
1.18 Initial Licensees.................................. 6
1.19 Initial Licensee Improvements...................... 7
1.20 Initial Licensee Patents........................... 7
1.21 Other Initial Licensee Rights...................... 7
1.22 Net Sales.......................................... 7
1.23 Design Team........................................ 8
1.24 Subsidiary......................................... 8
1.25 Effective Date..................................... 8
SECTION 2 - LICENSES........................................... 9
2.1 Manufacturing Rights............................... 9
2.2 Distribution Rights................................ 10
2.3 Sublicensed Rights................................. 11
2.4 Proprietary Markings............................... 12
2.5 Trademarks......................................... 12
2.6 Third Party Technology............................. 13
2.7 Limitations........................................ 13
SECTION 3 - TECHNOLOGY TRANSFER AND SUPPORT.................... 14
3.1 Delivery of Rambus Technology...................... 14
3.2 Design and Development Obligations of Rambus....... 14
3.3 Design and Development Obligations of NEC.......... 15
3.4 Liaison............................................ 16
3.5 Disclaimer......................................... 16
-i-
<PAGE>
TABLE OF CONTENTS
(continued)
Page
----
SECTION 4 - LICENSE FEE AND ROYALTIES.......................... 16
4.1 License Fee......................................... 16
4.2 Prepaid Royalties................................... 17
4.3 Royalties........................................... 17
4.4 Payments and Accounting............................. 20
4.5 Withholding......................................... 21
4.6 Single Royalty...................................... 21
SECTION 5 - PROPRIETARY RIGHTS................................. 21
5.1 Confidential Information............................ 21
SECTION 6 - INTELLECTUAL PROPERTY OWNERSHIP AND
INDEMNIFICATION................................. 24
6.1 Ownership........................................... 24
6.2 Indemnification..................................... 26
6.3 Limitation.......................................... 28
6.4 Entire Liability.................................... 28
SECTION 7 - LIMITATION OF LIABILITY............................ 29
SECTION 8 - TERM AND TERMINATION............................... 29
8.1 Term................................................ 29
8.2 Termination......................................... 30
8.3 Survival............................................ 30
SECTION 9 - GOVERNING LAW...................................... 31
9.1 Governing Law....................................... 31
9.2 Arbitration......................................... 31
SECTION 10 - MISCELLANEOUS..................................... 32
10.1 Announcement........................................ 32
10.2 Assignment.......................................... 32
10.3 Authority........................................... 33
10.4 Notices............................................. 33
10.5 Export Controls..................................... 33
10.6 Partial Invalidity.................................. 35
10.7 Counterparts........................................ 35
10.8 Relationship of Parties............................. 35
10.9 Modification........................................ 36
10.10 Waiver.............................................. 36
10.11 Government Approvals................................ 36
10.12 Entire Agreement.................................... 36
-ii-
<PAGE>
TABLE OF CONTENTS
(continued)
Page
----
10.13 Section Headings and Language....................... 37
Exhibit A - Rambus Technology
Exhibit B - Rambus Trademarks
-iii-
<PAGE>
SEMICONDUCTOR TECHNOLOGY LICENSE AGREEMENT
This Agreement is entered into this 4th day of July, 1991, by and between
RAMBUS INC. a California corporation with principal offices at 4920A El Camino
Real, Los Altos, California 94022 ("RAMBUS") and NEC CORPORATION, a Japanese
corporation with principal offices at 7-1 Shiba 5-Chome, Minato-ku, Tokyo 108-
01, Japan ("NEC").
WHEREAS, Rambus has developed and is developing certain semiconductor
technology, including a dynamic random access memory interface,
microprocessor/peripheral interface, system bus technology, system bus protocol,
protocol digital logic and high speed signalling/clock circuitry; and
WHEREAS, Rambus desires to license to NEC, and NEC desires to license from
Rambus the Rambus technology for use in the manufacture of microprocessors,
microcontrollers, memory devices, peripherals and bus devices proprietary to
NEC.
NOW, THEREFORE, IN CONSIDERATION OF THE FOREGOING AND THE MUTUAL
COVENANTS CONTAINED HEREIN, THE PARTIES AGREE AS FOLLOWS:
SECTION 1
DEFINITIONS
-----------
For purposes of this Agreement the following terms shall have the
meanings set forth below:
1.1 Rambus Technology. "Rambus Technology" means the following items
-----------------
which are owned by Rambus or Rambus Subsidiaries (or,
<PAGE>
subject to Section 2.6, licensed to Rambus or Rambus Subsidiaries with the right
to grant sublicenses of the scope granted herein):
(a) the bus architecture technology described in Exhibit A
hereto, as modified from time to time by or for Rambus or its Subsidiaries
during the course of its/their ongoing design and development efforts;
(b) all information, inventions, technology, technical
documentation, designs (including circuit designs), materials and know-how which
describe or enable use of such bus architecture technology and which Rambus
provides NEC during the course of implementing this Agreement, or has provided
to NEC prior to execution of this Agreement, under confidentiality agreement, in
anticipation of entering into this Agreement; and
(c) any upgrade, enhancement or improvement to the items
described in paragraphs(a) and (b) preceding which is created by or for Rambus
or its Subsidiaries during the term of this Agreement and which is Compatible.
1.2 Rambus Memory Device. "Rambus Memory Device" means any
--------------------
integrated circuit with a principal function of memory storage which
(i) incorporates all or part of the Rambus Technology, (ii) is defined and
designed by or for NEC or its Subsidiaries (provided that any such integrated
circuit defined and/or designed for NEC or its Subsidiaries shall bear the NEC
trademark and NEC part number), and (iii) is Compatible with the Rambus
Interface Specification.
-2-
<PAGE>
1.3 Rambus Microprocessor or Microcontroller. "Rambus
----------------------------------------
Microprocessor or Microcontroller" means any microprocessor or microcontroller
which incorporates all or part of the Rambus Technology, which is Compatible and
which is either (i) defined and designed by or for NEC or its Subsidiaries with
instruction sets proprietary to NEC or its Subsidiaries and not directly
compatible with the architectures or instruction sets of microprocessors or
microcontrollers proprietary to other semiconductor manufacturers (provided that
any such microprocessor or microcontroller defined and/or designed for NEC or
its Subsidiaries shall bear the NEC trademark and NEC part number), or
(ii) licensed to NEC or its Subsidiaries, with the right to develop derivatives
where the licensed product is not Compatible, by the original developer of the
microprocessor or microcontroller and its instruction set (e.g. MIPS) other than
[***].
1.4 Rambus Peripherals. "Rambus Peripherals" means any integrated
------------------
circuit, other than a Rambus Memory Device, a Rambus Microprocessor or
Microcontroller or any other microprocessor or microcontroller or integrated
circuit with a principal function of memory storage, which (i) incorporates all
or part of the Rambus Technology, (ii) is defined and designed by or for NEC or
its Subsidiaries (provided that any such integrated circuit defined and/or
designed for NEC or its Subsidiaries shall bear the NEC trademark and NEC part
number), and (iii) is Compatible with the Rambus Interface Specification.
"Rambus Peripherals" includes, for
-3-
[*] Confidential treatment requested.
<PAGE>
example, peripheral devices and bus interface devices which meet the foregoing
requirements.
1.5 Rambus Products. "Rambus Products" means Rambus
---------------
Microprocessors or Microcontrollers, Rambus Memory Devices and Rambus
Peripherals.
1.6 Rambus Technology Description. "Rambus Technology Description"
-----------------------------
means the most current version of the Rambus document known as the "Rambus
Technology Description" which is a description of Rambus Technology but is not
complete or sufficient for detailed implementation of Rambus Technology.
1.7 Customer Specific Rambus Products. "Customer Specific Rambus
---------------------------------
Products" means any Rambus Product such as standard cells, gate arrays and
foundry products, (i) for which NEC or its Subsidiaries do not exclusively
design and define all mask layers and which is designed in whole or in part by a
customer of NEC or its Subsidiary using NEC or its Subsidiary design information
and (ii) which otherwise meets all the requirements for a Rambus Product.
Customer Specific Rambus Products shall be considered Rambus Products.
1.8 Modules. "Modules" means products incorporating any Rambus
-------
Products in a module. For purposes of this Agreement, "module" shall mean a
substrate (such as silicon, ceramic or a PC board) with multiple integrated
circuits attached which are not in their own packages.
-4-
<PAGE>
1.9 Boards. "Boards" means products incorporating any Rambus
------
Products in a card or other board products.
1.10 System Products. "System Products" means products incorporating
---------------
any Rambus Products, Modules or Boards in a system.
1.11 Rambus Interface Specification. "Rambus Interface
------------------------------
Specification" means the interface specification finalized and released by
Rambus.
1.12 Compatible. "Compatible" means that the integrated circuit is
----------
fully compatible with the Rambus Interface Specification such that the
integrated circuit can communicate with other integrated circuits manufactured
by licensees of Rambus which incorporate the same Rambus Interface
Specification. The term "fully compatible" shall include protocol, pin function,
pin sequencing, pin pitch and electrical specifications compatibility.
1.13 Patents. "Patents" means all patents, patent applications,
-------
copyrights and other intellectual property rights in all countries of the world
which are owned by Rambus or its Subsidiaries (or, subject to Section 2.6,
licensed to Rambus or its Subsidiaries with the right to grant sublicenses of
the scope granted herein) and which are required for the use of the Rambus
Technology or for the manufacture and sale of Rambus Products.
1.14 Confidential Information. "Confidential Information" has the
------------------------
meaning set forth in Section 5.1 below.
1.15 NEC Improvements. "NEC Improvements" shall mean all upgrades,
----------------
enhancements, improvements or other derivatives of Rambus
-5-
<PAGE>
Technology which are made or acquired by NEC or NEC Subsidiaries during the term
of this Agreement.
1.16 NEC Patents. "NEC Patents" shall mean all patents (including
-----------
utility models) (except those for semiconductor process technology) in all
countries of the world issued or issuing on patent applications which are
entitled to an effective filing date on or after the Effective Date of this
Agreement and on or before the date of termination of this Agreement, which
apply to NEC Improvements and which are owned by NEC or NEC Subsidiaries with
the right to grant licenses of the scope granted herein.
1.17 Other NEC Rights. "Other NEC Rights" shall mean all copyrights
----------------
and trade secret rights (except semiconductor process technology) in all
countries of the world which apply to NEC Improvements and which are owned by or
licensed to NEC or NEC Subsidiaries with the right to grant licenses or
sublicenses of the scope granted herein.
1.18 Initial Licensees. "Initial Licensees" means all licensees of
-----------------
Rambus as of the date of execution of this Agreement by Rambus (and Subsidiaries
of any such licensees if and to the extent that such licensee's Subsidiaries are
licensed to use Rambus Technology pursuant to such licensee's agreement with
Rambus). Rambus represents that such Initial Licensees are Intel Corporation,
MIPS Computer Systems, Inc. ("MIPS") and two DRAM manufacturers in Japan.
-6-
<PAGE>
1.19 Initial Licensee Improvements. "Initial Licensee Improvements"
-----------------------------
of an Initial Licensee shall mean all upgrades, enhancements, improvements or
other derivatives of Rambus Technology which are made or acquired by that
Initial Licensee during the term of such Initial Licensee's license agreement
with Rambus.
1.20 Initial Licensee Patents. "Initial Licensee Patents" of an
------------------------
Initial Licensee shall mean all patents (including utility models) (except those
for semiconductor process technology) in all countries of the world issued or
issuing on patent applications which are entitled to an effective filing date
during the term of such Initial Licensee's license agreement with Rambus, which
apply to that Initial Licensee's Initial Licensee Improvements and which are
owned by such Initial Licensee with the right to grant licenses of the scope
granted herein.
1.21 Other Initial Licensee Rights. "Other Initial Licensee Rights"
-----------------------------
of an Initial Licensee shall mean all copyrights and trade secret rights (except
semiconductor process technology) in all countries of the world which apply to
that Initial Licensee's Initial Licensee Improvements and which are owned by or
licensed to such Initial Licensee with the right to grant licenses or
sublicenses of the scope granted herein.
1.22 Net Sales. "Net Sales" means the gross sales amount invoiced to
---------
customers of NEC or its Subsidiaries for all Rambus Products, less amounts
invoiced for returned goods for which a refund is given, and less charges for
insurance, handling, duty,
-7-
<PAGE>
freight and taxes where such items are included in the invoiced price. Except
for "internal transfers" subject to Section4.3(a), in the case of Rambus
Products transferred within NEC (including Subsidiaries) for resale, only the
final sale by NEC or the Subsidiary, as applicable, shall be included in the Net
Sales amount.
1.23 Design Team. "Design Team" means a group of engineers and
-----------
physical layout technicians of NEC and its Subsidiaries appropriate in number
for making the significant modifications of a complex microprocessor or DRAM to
adapt it to use Rambus Technology or to architect it from its inception and, in
either case, to do so in a time frame similar to other high priority projects of
similar complexity.
1.24 Subsidiary. "Subsidiary" means a corporation or other entity
----------
more than fifty percent (50%) of the stock or other equity interests entitled to
vote for the election of directors or equivalent governing body is owned,
directly or indirectly, by a party now or hereafter, but such corporation or
other entity shall be deemed to be a Subsidiary only so long as such ownership
exists.
1.25 Effective Date. "Effective Date" means the date of the last to
--------------
occur of the following events:
(i) the date of signing by the second party to sign this
Agreement, provided that if within sixty (60) days after the first party signs
this Agreement, the other party has not signed
-8-
<PAGE>
this Agreement, this Agreement shall terminate unless otherwise agreed in
writing; and
(ii) the date of approvals of this Agreement by the Government
of Japan pursuant to the Foreign Exchange and Foreign Trade Control Law of
Japan, provided that if such approvals are not obtained prior to sixty (60) days
after the date of signing by the second party to sign this Agreement, Rambus
will have the right to terminate this Agreement on notice to NEC.
SECTION 2
LICENSES
--------
2.1 Manufacturing Rights.
---------------------
(a) Commencing on the Effective Date, Rambus hereby grants to
NEC a worldwide, nonexclusive, nontransferable license, under the Patents and
Confidential Information, to manufacture Rambus Products, Modules, Boards and
System Products for distribution in accordance with Section 2.2 below.
(b) NEC shall have the right to subcontract manufacturing of
all or part of the items set forth in (a) above, provided that with respect to
Rambus Products:
(i) subcontractors only receive mask sets or data bases
and such other information as is required to manufacture the Rambus Product;
-9-
<PAGE>
(ii) each subcontractor agrees in writing not to use
Rambus Technology for any purpose other than such subcontract manufacturing for
NEC; and
(iii) NEC shall be responsible for any misuse of Rambus
Technology by its subcontractors.
Nothing herein shall be deemed to grant NEC subcontractors any license under the
Rambus Technology except for performing subcontract manufacturing for NEC as
provided herein.
2.2 Distribution Rights. Subject to the terms and conditions of this
-------------------
Agreement, Rambus hereby grants to NEC the following rights to distribute Rambus
Products, Modules, Boards and System Products:
(a) a worldwide, nonexclusive, nontransferable license, under
the Patents and Confidential Information, to distribute:
(i) Rambus Products manufactured by or for NEC or its
Subsidiaries, other than Customer Specific Rambus Products, as individual
components; and
(ii) Modules, Boards and System Products manufactured by
or for NEC or its Subsidiaries, other than Modules, Boards or System Products
which contain any Customer Specific Rambus Products; and
(b) a worldwide, nonexclusive, nontransferable license, under the
Patents and Confidential Information, to distribute Customer Specific Rambus
Products manufactured by or for NEC or its Subsidiaries and Modules, Boards and
System Products manufactured
-10-
<PAGE>
by or for NEC or its Subsidiaries which contain any Customer Specific Rambus
Products only as follows:
(i) to third parties which have [***]; or
(ii) to third parties which have agreed to use a limited
quantity of Customer Specific Rambus Products for design, development and
experimental purposes only and not for resale (either as components or
incorporated with other products).
Rambus shall provide NEC, on a timely basis, with updated lists of third
parties which have [***]. Such list shall be treated as Confidential
Information pursuant to Section 5.1 below. Further, upon inquiry from NEC,
Rambus agrees to promptly confirm in writing whether or not an entity
specified by NEC is a [***]. The rights granted in this Section 2.2 shall not
become effective until Rambus has received all amounts set forth under
Sections 3.2 and 4.1 below.
2.3 Sublicense Rights. NEC shall have the right to grant sublicenses
-----------------
of the rights granted in Sections 2.1 and 2.2 above only to Subsidiaries of NEC;
provided, that (i) NEC shall cause each Subsidiary to agree to be bound by the
terms and conditions of this Agreement, excluding the provisions of this
paragraph and the provisions for fees and royalties contained in this Agreement,
-11-
[*] Confidential treatment requested.
<PAGE>
(ii) NEC shall pay, on behalf of each Subsidiary, royalties accrued on Rambus
Products manufactured and distributed by such Subsidiary, and (iii) such
sublicense will terminate upon termination of this Agreement for any reason. NEC
hereby guarantees the performance by each Subsidiary of all obligations
contained herein.
2.4 Proprietary Markings. To the extent practicable, NEC shall take
--------------------
reasonable actions to apply appropriate patent and other proprietary notices,
but only to the extent consistent with NEC practice, to protect Rambus' patent
and other intellectual property rights.
2.5 Trademarks.
----------
(a) NEC (i) shall mark all catalogues, brochures and other
marketing material used for all Rambus Products and such Modules and Boards as
NEC Semiconductor Group markets and (ii) shall [***] mark each Rambus Product,
Module, Board, and System Product, and catalogues, brochures and other
marketing material used for System Products and such Modules and Boards as
NEC's Systems Group markets, in each case with the marking set forth in
Exhibit B, as amended by Rambus from time to time ("Trademarks"), to indicate
that the Rambus Product, Module, Board, or System Product complies with the
Rambus Interface Specification. NEC's Semiconductor Group shall use its
reasonable efforts to have NEC Systems Group catalogues, brochures, and other
marketing materials used for System Products and such Modules and Boards as
NEC Systems Group
-12-
[*] Confidential treatment requested.
<PAGE>
markets, with Trademarks. All representations of Rambus's Trademarks that
NEC uses shall first be submitted to Rambus for approval of design, color and
other details or shall be exact duplicates of those used by Rambus.
(b) NEC shall use the Trademarks in accordance with the
instructions from Rambus and agrees that Rambus may from time to time reasonably
revise these instructions for the purpose of protecting the standards of
performance established for Rambus's goods and services sold under the
Trademarks.
2.6 Third Party Technology.
----------------------
(a) Notwithstanding the foregoing, NEC's rights with respect to
any Patents or Rambus Technology which is licensed to Rambus or a Rambus
Subsidiary by a third party for a royalty or other consideration shall be
conditioned on NEC's agreeing to pay, and paying, those portions of such
royalties which are attributable, or that portion of such other consideration as
is reasonably allocable, to NEC's use of such Patents or Rambus Technology.
(b) Rambus represents and warrants that as of the date of
execution of this Agreement by Rambus, there is no such Patent or Rambus
Technology licensed from a third party with respect to which Rambus is obligated
to pay royalties or other consideration to any third party.
2.7 Limitations. No license or other right is granted, by
-----------
implication, estoppel or otherwise, to NEC, under any patents, confidential
information or other proprietary rights now or hereafter
-13-
<PAGE>
owned or controlled by Rambus except for the licenses and right expressly
granted in this Agreement. In addition, NEC shall have no right to manufacture
and distribute or authorize its customers to use or distribute integrated
circuits which incorporate all or part of Rambus Technology other than Rambus
Products.
SECTION 3
TECHNOLOGY TRANSFER AND SUPPORT
-------------------------------
3.1 Delivery of Rambus Technology. Within thirty (30) days after the
-----------------------------
Effective Date, Rambus shall provide NEC a copy of Rambus' then most current
version of the Rambus Technology Description. No less often than every three
(3) months thereafter, Rambus shall provide NEC updates which Rambus has
incorporated into the Rambus Technology Description. On or before November1,
1991, Rambus shall transfer to NEC the complete, most up-to-date version of the
then current revisions of the specifications for (i) the Rambus Interface
Specification, (ii) the Rambus System Design Specification, (iii) the Rambus
Slave (DRAM) Implementation Specification and (iv) the Rambus Master
(MPU/Peripheral) Implementation Specification.
3.2 Design and Development Obligations of Rambus. At such time as
--------------------------------------------
Rambus has fulfilled its obligations to devote its technical resources to
assisting the Initial Licensees in the design of certain microprocessors, DRAMs
and interface devices employing Rambus Technology, but in no event later than
November 1, 1991,
-14-
<PAGE>
Rambus shall provide NEC with engineering services to aid NEC in modifying NEC's
proprietary 4 Megabit (or greater) DRAM array design and layout as required in
order to use the Rambus Technology. Such services might include, for example,
design of the Rambus Technology bus interface to NEC's DRAM process, design of
certain parts of the Rambus Technology bus controller logic to NEC's DRAM
process, adaptation of the interface of the bus controller logic to meet NEC's
DRAM core specifications, and other assistance to NEC's DRAM implementation
team. Within thirty (30) days after commencement by Rambus of any of the
engineering services to be provided under this Section 3.2, NEC shall pay
Rambus the amount of [***] as a charge for the engineering services to be
provided to NEC under this Section 3.2. Such payment shall be nonrefundable.
In all events, the full amount of the payment provided for under this Section
3.2 shall be due upon the first commercial shipment by NEC of any Rambus
Product.
3.3 Design and Development Obligations of NEC.
-----------------------------------------
(a) Within one (1) month after the later of receipt by NEC of the
most up-to-date version of items (i) through (iv) listed in Section 3.1 or the
assignment by Rambus of engineering resources to commence support of NEC as
described in Section 3.2 above, NEC shall assign a Design Team to design,
implement and manufacture a 4 Megabit (or larger) DRAM Rambus Memory Device
Compatible with the Rambus Interface Specification in a vertical mount package
and
-15-
[*] Confidential treatment requested.
<PAGE>
such Design Team shall use best efforts to complete such design and manufacture
such product as soon as possible. Rambus represents that Intel Corporation and
MIPS have contractually agreed to develop a microprocessor using Rambus
Technology.
(b) NEC shall reimburse Rambus for reasonable travel and living
expenses incurred by Rambus if it is necessary for Rambus engineers to visit NEC
to fulfill Rambus' obligations hereunder.
3.4 Liaison. Each party shall nominate up to two (2) qualified
-------
individuals for purposes of acting as liaison for delivery and receipt of
technical information and support pursuant to this Agreement.
3.5 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, THE RAMBUS
----------
TECHNOLOGY, TECHNICAL INFORMATION AND CONFIDENTIAL INFORMATION PROVIDED BY
RAMBUS TO NEC ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR
IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY
OR FITNESS FOR A PARTICULAR PURPOSE.
SECTION 4
LICENSE FEE AND ROYALTIES
-------------------------
In consideration for the grant of licenses hereunder, NEC agrees to pay
Rambus the following amounts:
4.1 License Fee. NEC shall pay Rambus a license fee in the amount of
-----------
[***] within thirty (30)
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[*] Confidential treatment requested.
<PAGE>
days after the later of (i) October 1, 1991 or (ii) the date when Rambus gives
NEC a written notice of its intention to commence the engineering services
pursuant to Section 3.2. Such fee shall be nonrefundable.
4.2 Prepaid Royalties. NEC shall pay Rambus prepaid royalties in the
-----------------
amount of [***] as follows:
(a) [***] within thirty (30) days after NEC tapes out the first NEC
Rambus Memory Device; and
(b) [***] within thirty (30) days after NEC has working first
silicon of the first NEC Rambus Memory Device.
NEC shall not unreasonably withhold its consent that the foregoing
milestones have been achieved. In all events, the full amount of prepaid
royalties shall be due upon the first commercial shipment by NEC of any Rambus
Product. The prepaid royalties set forth in this Section 4.2 shall be
nonrefundable and shall be applied as a credit against the full amount of each
royalty payment paid to Rambus under Section 4.3 below until such prepaid
royalties have been fully recovered.
4.3 Royalties.
----------
Upon any sale, lease, transfer, internal use, or other disposition by
NEC or its Subsidiaries ("Sale" or "Sold") of
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[*] Confidential treatment requested.
<PAGE>
Rambus Products NEC shall pay to Rambus the following percentage of Net Sales:
Product Royalty
-------------------------------- --------
Rambus Microprocessors or
Microcontrollers (excluding
Customer Specific Rambus Products) [***]
Rambus Memory Devices (excluding
Customer Specific Rambus Products) [***]
Rambus Peripherals (excluding
Customer Specific Rambus Products) [***]
Customer Specific Rambus Products [***]
[***]
(b) With respect to Boards or Modules manufactured by or for NEC or its
Subsidiaries, NEC shall not be required to pay any royalty other than the
royalty paid by NEC pursuant to Section 4.3(a) above on the Rambus Products
incorporated in such Boards or Modules.
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[*] Confidential treatment requested.
<PAGE>
(c) With respect to System Products manufactured by or for NEC or its
Subsidiaries, NEC shall not be required to pay any royalty other than the
royalty paid by NEC pursuant Section 4.3(a) above on the Rambus Products
incorporated in the System Products, provided, however, that in the event that,
within one (1) year after the availability of any microprocessor incorporating
Rambus Technology and an NEC DRAM Rambus Memory Device, NEC or its Subsidiaries
have not commercially released an Intel 486 or MIPS R4000 System Product
incorporating each of these, then Rambus and NEC shall renegotiate the
royalties payable by NEC for System Products. If Rambus and NEC are unable to
agree on such royalties within ninety (90) days after the end of such one (1)
year period, NEC's licenses under this Agreement with respect to System
Products shall terminate.
(d) Nonmarket Dispositions. In the event that the Rambus Products
----------------------
are sold or disposed of in circumstances in which the selling price is
established on other than an arms-length basis (excluding the case of internal
transfer specified in Section 4.3(a) above), "Net Sales" shall be deemed to be
the volume of such Rambus Products multiplied by the average net selling price
(where "net" is consistent with Section 1.19) earned by NEC during such quarter
on Sales of the same Rambus Products (if there is no such Sale of the same
Rambus Products, then those of similar Rambus Products) to unaffiliated
customers in arms length Sales.
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<PAGE>
4.4 Payments and Accounting.
-----------------------
(a) Records and Audits. With respect to the royalties set forth
------------------
herein, NEC shall keep complete and accurate records. These records shall be
retained for a period of three (3) years from thedate of payment (but no later
than two (2) years after any termination of this Agreement). Rambus shall have
the right to examine and audit, at Rambus' cost, through an independent
certified public accountant mutually acceptable to both parties, not more than
once a year, and during normal business hours, all such records. For this
purpose, any of the largest six (6) accounting firms shall be deemed mutually
acceptable. Prompt adjustment shall be made to compensate for any errors and/or
omissions disclosed by such examination or audit which result in an underpayment
or overpayment of royalties hereunder.
(b) Reports and Payment Terms. Within sixty (60) days after the end
-------------------------
of each NEC fiscal quarter, NEC shall furnish to Rambus a statement showing, by
product category set forth in Section 4.3(a), the amount of Net Sales, Net
Selling Price and royalty payable thereon. If no products subject to royalty
have been sold, leased, disposed of or put into use, that fact shall be shown on
such statement. Also, within such sixty (60) day period NEC shall pay to Rambus
the royalties payable hereunder for such quarter. All royalty and other
payments to Rambus hereunder shall be in United States dollars. All royalties
based on sales in currencies other than United States dollars shall be converted
to United
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<PAGE>
States dollars according to the TSS rate quoted by the Bank of Tokyo in Japan on
the date such payment is made. The payment shall be transmitted by telegraphic
wire transfer to the following bank account or to such other bank account as
Rambus may notify NEC in writing:
Silicon Valley Bank
3000 Lakeside Drive
Santa Clara, California 95054
ABA# 121140399
via Federal Reserve Bank, San Francisco
for credit of: Rambus Inc., account # 02714329-75
4.5 Withholding. NEC shall deduct from all amounts paid to Rambus under
-----------
this Section 4 ten percent (10%) withholding tax (or such lower rate as may be
permitted by treaty) to be withheld and paid by NEC. Rambus shall make all
filings necessary for NEC to withhold taxes at such rate, and NEC shall provide
reasonable cooperation and assistance in connection therewith. NEC shall
provide Rambus with evidence that such amounts have been withheld.
4.7 Single Royalty. Only one royalty shall be due and payable hereunder
--------------
with respect to each Rambus Product, and, except as otherwise set forth
herein, such royalty shall be due and payable with respect to the first
distribution of each such product.
SECTION 5
PROPRIETARY RIGHTS
------------------
5.1 Confidential Informaction.
-------------------------
(a) As used in this Section 5.1, the term "Confidential Information"
shall mean any information disclosed by one party to
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<PAGE>
the other pursuant to this Agreement which is in written, graphic, machine
readable or other tangible form and is marked "Confidential", "Proprietary" or
in some other manner to indicate its confidential nature. Confidential
Information may also include oral information disclosed by one party to the
other pursuant to this Agreement, provided that such information is designated
as confidential at the time of disclosure and reduced to a written summary by
the disclosing party, within thirty (30) days after its oral disclosure, which
is marked in a manner to indicate its confidential nature and delivered to the
receiving party.
(b) Each party shall treat as confidential all Confidential
Information of the other party, shall use and reproduce such Confidential
Information only for the purpose of this Agreement, shall not use such
Confidential Information except as expressly set forth herein or otherwise
authorized in writing, shall implement reasonable procedures to prohibit the
disclosure, unauthorized duplication, misuse or removal of the other party's
Confidential Information and shall not disclose such Confidential Information to
any third party except as may be necessary and required in connection with the
rights and obligations of such party under this Agreement, and subject to
confidentiality obligations at least as protective as those set forth herein.
Without limiting the foregoing, each of the parties shall use at least the same
procedures and degree of care which it uses to prevent the disclosure of its own
confidential information of like importance
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<PAGE>
to prevent the disclosure of Confidential Information disclosed to it by the
other party under this Agreement, but in no event less than reasonable care.
(c) Notwithstanding the above, neither party shall have liability to
the other with regard to any Confidential Information of the other which:
(i) was generally known and available in the public domain at
the time it was disclosed or becomes generally known and available in the public
domain through no fault of the receiver;
(ii) was known to the receiver at the time of disclosure as
shown by the files of the receiver in existence at the time of disclosure;
(iii) is disclosed with the prior written approval of the
discloser;
(iv) was independently developed by the receiver without any use
of the Confidential Information and by employees orother agents of the receiver
who have not been exposed to the Confidential Information, provided that the
receiver can demonstrate such independent development by documented evidence
prepared contemporaneously with such independent development;
(v) becomes known to the receiver from a source other than the
discloser without breach of this Agreement by the receiver and otherwise not in
violation of the discloser's rights; or
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<PAGE>
(vi) is disclosed pursuant to the order or requirement of a
court, administrative agency, or other governmental body; provided, that the
receiver shall provide prompt, advanced notice thereof to enable the discloser
to seek a protective order or otherwise prevent such disclosure.
(d) Each party shall limit disclosure of Confidential Information
only to those Subsidiaries, employees, subcontractors, agents and consultants to
whom such disclosure is essential for the party to carry out its performance
under this Agreement. Each party agrees to take reasonable precautions to
prevent any of the aforementioned parties from violating its obligation under
this Section 5.1.
SECTION 6
INTELLECTUAL PROPERTY OWNERSHIP AND INDEMNIFICATION
---------------------------------------------------
6.1 Ownership.
----------
(a) Subject to the licenses granted to NEC herein, Rambus shall own
all right, title and interest in the Rambus Technology and all upgrades,
enhancements and improvements thereto made by Rambus.
(b) Nothing contained in this Agreement shall be construed as an
assignment by NEC to Rambus of any technology developed or owned by NEC
including NEC Improvements. NEC shall be free to develop NEC Improvements;
provided, that NEC shall have no license from Rambus to use such NEC
Improvements in any product
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<PAGE>
which incorporates all or part of the Rambus Technology other than the Rambus
Products, Boards, Modules, and System Products which NEC is licensed to
manufacture and distribute hereunder.
(c) NEC hereby grants Rambus a worldwide, royalty-free, nonexclusive
license, under NEC Patents, to make, have made, use and sell any products or
technology which also incorporates all or part of Rambus Technology and is
Compatible with the Rambus Interface Specification. During the term of this
Agreement, NEC shall promptly advise Rambus of each NEC Patent. Rambus shall
have rights to sublicense its rights, at no royalty or other charge, under the
NEC Patents [***]; [***]. Notwithstanding the foregoing, NEC's rights with
respect to any Initial Licensee Patents with respect to which the Initial
Licensee is obligated to pay to a third party a royalty or other consideration
shall be conditioned on NEC's agreeing to pay, and paying, those portions of
such royalties which are attributable, or that portion of such other
consideration as is reasonably allocable, to NEC's use of such Initial
Licensee Patents. NEC makes no warranty or representation with respect to, or
in connection with the grant of licenses under, such NEC Patents. No license
is granted, either
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[*] Confidential treatment requested.
<PAGE>
expressly or impliedly, by NEC other than the license expressly granted in this
Section 6.1(c).
(d) Notwithstanding the foregoing, Rambus' rights (or, as applicable,
those of an Initial Licensee sublicensed by Rambus pursuant to Section 6.1(c))
with respect to any NEC Patents with respect to which NEC or an NEC Subsidiary
is obligated to pay to a third party a royalty or other consideration shall be
conditioned on Rambus' (or, as applicable, the Initial Licensee's) agreeing to
pay, and paying, those portions of such royalties which are attributable, or
that portion of such other consideration as is reasonably allocable, to Rambus'
(or, as applicable, the Initial Licensee's) use of such NEC Patents.
(e) Upon written certification to NEC by an officer of Rambus that
the Initial Licensees have licensed to Rambus rights with respect to the Other
Initial Licensee Rights, NEC agrees to negotiate, in good faith, (i) a similar
grant of rights to Rambus with respect to Other NEC Rights, and (ii) granting
Rambus the right to sublicense such rights to the Initial Licensees, conditioned
in each case on Rambus' having the right to sublicense to NEC such rights under
the Other Initial Licensee Rights of the Initial Licensee.
6.2 Indemnification.
----------------
(a) Rambus represents and warrants that Rambus has no knowledge that
the Rambus Technology and Rambus Trademarks infringe any patents, copyrights,
trademarks, trade secrets or
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<PAGE>
other proprietary rights of any third party. Rambus further represents and
warrants that Rambus has sufficient right and title in and to the Rambus
Technology and Rambus Trademarks to make this Agreement, provided that Rambus'
exclusive representation and warranty with respect to any infringement of
patents, copyrights, trademarks, trade secrets or other proprietary rights of
any third party shall be exclusively as stated in the immediately preceding
sentence and shall not be extended or otherwise modified by this representation
and warranty.
(b) Rambus shall defend at Rambus' sole expense, and shall indemnify
NEC and its Subsidiaries against, any claim filed against NEC as a result of a
breach of the representation and warranty made by Rambus in Section 6.2(a)
above, provided that NEC has notified Rambus in writing of such claim within
twenty (20) calendar days of learning of such claim. Rambus shall have the
exclusive right to control the defense of any such claim, and NEC shall
reasonably cooperate in Rambus' defense of any such claim. In no event shall NEC
litigate or settle any such claim without Rambus' prior written approval. If, as
a result of any actual or claimed infringement by the Rambus Technology and
Rambus Trademarks in the form delivered to NEC by Rambus, of the intellectual
property rights of any third party, a final injunction is entered prohibiting
NEC or its Subsidiaries from using or distributing the Rambus Products, Boards,
Modules, and/or System Products, or if Rambus believes that entry of such a
final injunction against NEC
-27-
<PAGE>
or its Subsidiaries is likely, Rambus may, at its option and expense either (i)
procure for NEC and its Subsidiaries the right under such third party patent,
copyright or trademark to manufacture, sell or use, as appropriate, the Rambus
Technology or Rambus Trademarks or (ii) replace or modify the Rambus Technology
or Rambus Trademarks or parts thereof, with other suitable and reasonably
equivalent technology or parts so that the Rambus Technology or Rambus
Trademarks become noninfringing. If it is not commercially reasonable for Rambus
to take the actions specified in items (i) and (ii) immediately preceding, NEC
may terminate this Agreement.
6.3 Limitation. Notwithstanding the provisions of Section 6.2 hereof,
----------
Rambus assumes no liability for any claim arising from the use of the Rambus
Technology in combination with other equipment, software or technology not
provided by Rambus, or any claim arising from the use of any NEC process or
other technology if the claim would not have occurred but for such combination
or process or other technology. In addition, in no event will Rambus' liability
to NEC under this Section 6 exceed the fees and royalties paid by NEC to Rambus
pursuant to this Agreement up to the time of the claim.
6.4 Entire Liability. The foregoing provisions of this Section 6 state the
----------------
entire liability and obligations of Rambus to NEC, and the exclusive remedy of
NEC, with respect to any alleged infringement of patents, copyrights, mask
works, trade secrets,
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<PAGE>
trademarks or other intellectual property rights by any designs, technology or
products licensed or otherwise provided to NEC by Rambus pursuant to this
Agreement.
SECTION 7
LIMITATION OF LIABILITY
-----------------------
EXCEPT FOR LIABILITY TO NEC FOR DAMAGES PAYABLE TO THIRD PARTIES AS
SPECIFIED IN SECTION 6 HEREOF, OR FOR BREACHES BY EITHER PARTY OF SECTION 5, IN
NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT,
OR INCIDENTAL DAMAGES, HOWEVER CAUSED, ON ANY THEORY OF LIABILITY AND WHETHER OR
NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING IN
ANY WAY OUT OF THIS AGREEMENT OR THE DESIGNS, TECHNOLOGY OR PRODUCTS LICENSED OR
OTHERWISE PROVIDED PURSUANT TO THIS AGREEMENT.
SECTION 8
TERM AND TERMINATION
--------------------
8.1 Term. The term of this Agreement shall commence as of the Effective
----
Date and, unless and until terminated hereunder, shall continue for five (5)
years. This Agreement shall be renewed automatically for each additional one
(1) year period unless NEC notifies Rambus in writing at least ninety (90) days
prior to the expiration of the original or any renewed period that NEC does not
wish to renew.
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<PAGE>
8.2 Termination.
------------
(a) If either party defaults in the performance of any material
obligation hereunder and if any such default is not corrected within forty-five
(45) days after the defaulting party receives written notice thereof from the
non-defaulting party, then the non-defaulting party, at its option, may, in
addition to any other remedies it may have, terminate this Agreement.
(b) Either party may terminate this Agreement effective upon written
notice to the other party in the event that the other party becomes the subject
of a voluntary or involuntary petition in bankruptcy or any proceeding relating
to insolvency, or composition for the benefit of creditors, if that petition or
proceeding is not dismissed within sixty (60) days after filing.
8.3 Survival. Upon any termination of this Agreement, all licenses and
--------
rights granted by Rambus shall terminate, except for completion of manufacture
or distribution of Rambus Products, Boards, Modules, and System Products for one
year after termination under contracts and orders made prior to termination. In
addition, all amounts due to Rambus prior to the date of termination shall
remain due and payable except for termination by NEC by reason of Rambus' breach
of this Agreement. The provisions of Sections 4.3, 4.4, 5.1, 6.1(a), 6.1(b),
6.1(c), 6.1(d), 6.2, 7, 9, and 10 shall survive any termination of this
Agreement for any reason, provided that Section 6.1(c) shall not survive
termination of this Agreement by NEC based on default by Rambus.
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<PAGE>
SECTION 9
GOVERNING LAW
-------------
9.1 Governing Law. This Agreement shall be governed by and interpreted in
-------------
accordance with the laws of the State of California.
9.2 Arbitration. Any dispute or claim arising out of or in connection
-----------
with this Agreement shall be finally settled by binding arbitration in English,
(i) in San Francisco, California, in the United States of America, in accordance
with the Rules of Conciliation and Arbitration of the International Chamber of
Commerce if Rambus is the defending party, and (ii) in Tokyo, Japan, in
accordance with the Rules of Conciliation and Arbitration of the International
Chamber of Commerce if NEC is the defending party. The award of arbitration
shall be final and binding upon the parties and shall not be subject to appeal
to any court. The arbitrator shall apply California law to the merits of any
dispute or claim, without reference to rules of conflicts of law or arbitration.
Judgment on the award rendered by the arbitrator may be entered in any court
having jurisdiction thereof. Notwithstanding the foregoing, the parties may
apply to any court of competent jurisdiction for injunctive relief without
breach of this arbitration provision. Except for applications for temporary
restraining orders, preliminary injunctions, or other interim equitable relief,
the parties agree to attempt to settle all disputes, differences or
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<PAGE>
controversies amicably within ninety (90) days from their occurrence before
commencing any arbitration.
SECTION 10
MISCELLANEOUS
-------------
10.1 Announcement. NEC and Rambus shall announce the existence of their
------------
relationship and this Agreement at a time to be mutually determined, neither
party to unreasonably withhold its consent to a proposed time. As part of such
announcement, NEC shall announce its plans to supply NEC DRAM Rambus Memory
Devices. Notwithstanding the foregoing, Rambus shall be free to disclose its
relationship with NEC to system companies which desire to use Rambus Technology
or Rambus Products and other partners or potential partners for licensing Rambus
Technology so long as such disclosure is subject to a non-disclosure agreement
which obligates the recipient of the information to make no further disclosure
until the public announcement.
10.2 Assignment. Neither party may assign or delegate this Agreement or
----------
any of its licenses, rights or duties under this Agreement without the prior
written consent of the other except either party may assign this Agreement to a
person or entity into which it has merged or which has otherwise succeeded to
all or substantially all of its business and assets, and which has assumed in
writing or by operation of law all of its obligations under this Agreement.
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<PAGE>
10.3 Authority. Each party represents that all corporate action necessary
---------
for the authorization, execution and delivery of this Agreement by such party
and the performance of its obligations hereunder has been taken.
10.4 Notices. All notices hereunder shall be in writing and shall be sent
-------
to the following address or to such other address as the addressee may notify
the other in writing:
For Rambus: Rambus Inc.
4920A El Camino Real
Los Altos, California 94022
U.S.A.
Attention: President
For NEC: NEC Corporation
1120, Shimokuzawa
Sagamihara
Kanagawa 229
Japan
Attention: General Manager,
LSI Memory Division
Such notices shall be deemed given (i) when acknowledged by signed receipt
if hand delivered, or (ii) fifteen (15) working days after being sent by
registered (if available) air mail, postage prepaid, return receipt requested
(if available), if the mails are used.
10.5 Export Controls.
---------------
(a) United States Export Controls. NEC understands and acknowledges
-----------------------------
that Rambus is subject to regulation by agencies of the U.S. government,
including the U.S. Department of Commerce, which prohibit export or diversion of
certain products and technology to certain countries. Any and all obligations of
Rambus to provide Rambus Technology, technical assistance, any media in which
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any of the foregoing is contained, training and related technical data
(collectively, "Data") shall be subject in all respects to such United States
laws and regulations as shall from time to time govern the license and delivery
of technology and products abroad by persons subject to the jurisdiction of the
United States, including the Export Administration Act of 1979, as amended, any
successor legislation, and the Export Administration Regulations issued by the
Department of Commerce, International Trade Administration, Bureau of Export
Administration. NEC warrants that it will comply in all material respects with
the aforementioned laws and regulations to the extent applicable to NEC.
Without in any way limiting the provisions of this Agreement, NEC
agrees that unless prior written authorization, if required, is obtained from
the Bureau of Export Administration or the Export Administration Regulations
explicitly permitting the reexport, it will not knowingly export, reexport, or
transship, directly or indirectly, tocountry groups Q, S, W, Y or Z (as defined
in the Export Administration Regulations and which currently consist of Albania,
Bulgaria, Cambodia, Cuba, Czechoslovakia, Estonia, Hungary, Laos, Latvia,
Libya, Lithuania, Mongolian People's Republic, North Korea, Poland, Romania, the
Union of Soviet Socialist Republics and Vietnam), or Afghanistan or the People's
Republic of China (excluding Taiwan) any Data disclosed or provided to NEC or
the direct product of such Data (if the direct products are commodities,
software or technical data
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<PAGE>
described on the Control List with a letter "A" following its Export Control
Number).
(b) COCOM Controls. Without in any way limiting the provisions of
--------------
this Agreement, Rambus agrees that no technical information disclosed by NEC
under this Agreement or any direct product of such technical information is
intended to or will be exported or reexported, directly or indirectly, to any
destination restricted or prohibited by COCOM or the export control laws or
regulations of the Japanese Government without necessary authorization by the
appropriate government authorities.
10.6 Partial Invalidity. If any paragraph, provision, or clause thereof in
------------------
this Agreement shall be found or be held to be invalid or unenforceable in any
jurisdiction in which this Agreement is being performed, the remainder of this
Agreement shall be valid and enforceable and the parties shall negotiate, in
good faith, a substitute, valid and enforceable provision which most nearly
effects the parties' intent in entering into this Agreement.
10.7 Counterparts. This Agreement may be executed in two (2) or more
------------
counterparts, all of which, taken together, shall be regarded as one and the
same instrument.
10.8 Relationship of Parties. The parties hereto are independent
-----------------------
contractors. Nothing contained herein or done in pursuance of this Agreement
shall constitute either party the agent of the other party for any purpose or in
any sense whatsoever, or constitute the parties as partners or joint venturers.
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<PAGE>
10.9 Modification. No alteration, amendment, waiver, cancellation or any
------------
other change in any term or condition of this Agreement shall be valid or
binding on either party unless the same shall have been mutually assented to in
writing by both parties.
10.10 Waiver. The failure of either party to enforce at any time the
------
provisions of this Agreement, or the failure to require atany time performance
by the other party of any of the provisions of this Agreement, shall in no way
be constituted to be a present or future waiver of such provisions, nor in any
way affect the validity of either party to enforce each and every such provision
thereafter. The express waiver by either party of any provision, condition or
requirement of this Agreement shall not constitute a waiver of any future
obligation to comply with such provision, condition or requirement.
10.11 Government Approvals. NEC believes that no consent or approval with
--------------------
any governmental authority in Japan is required in connection with the valid
execution and performance of this Agreement except as described in Section 1.21
or as may be required to transfer technical information to Rambus under this
Agreement. NEC shall be responsible for timely filings of this Agreement with
the Japanese Fair Trade Commission.
10.12 Entire Agreement. The terms and conditions herein contained
----------------
constitute the entire agreement between the parties and supersede all previous
agreements and understandings, whether oral or written, between the parties
hereto with respect to the subject
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<PAGE>
matter hereof and no agreement or understanding varying or extending the same
shall be binding upon either party hereto unless in a written document signed by
the party to be bound thereby.
10.13 Section Headings and Language. The section headings contained in this
-----------------------------
Agreement are for reference purposes only and shall not affect in any way the
meaning or interpretation of this Agreement. The English language shall govern
the meaning and interpretation of this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed by duly authorized officers or representatives as of the date first above
written.
RAMBUS INC. NEC CORPORATION
By: /s/ Geoffrey R. Tate By: /s/ Hajime Sasaki
---------------------------- ---------------------------
Name: Geoffrey R. Tate Name: Hajime Sasaki
-------------------------- -------------------------
Title: President & C.E.O. Title: Senior Vice President
------------------------- ------------------------
Date: May 13, 1991 Date: July 4, 1991
-------------------------- -------------------------
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<PAGE>
EXHIBIT "A"
Rambus is a high-speed bus primarily intended to connect dynamic random-access
memories (DRAMs) to devices such as microprocessors which need external memory;
in addition, Rambus is useful as a high speed I/O bus for interconnecting I/O
devices and processors. Although this bus will be directly implemented by DRAMs,
it has many features more typically associated with backplane or microprocessor
buses. Rambus Inc. is in the process of development so all descriptions
contained in this Exhibit A are subject to material change and no representation
or warranty is made that any of the features described in this Exhibit A will
actually be accomplished.
Rambus is intended to improve on the current DRAM interface without making any
fundamental process technology changes by designing a bus which provides high
speed, multiplexed communication between processing devices, I/O devices and
memory devices.
The bus design is presently intended to use relatively few (11 signals, 2
clocks) high speed wires to carry all address, data and control information,
potentially satisfying cost, power, bandwidth and latency goals. Good parasitics
in a low-cost package are obtained by reducing the number of I/O pins to a
number small enough that all of the pins fit on a single edge of the package.
Even with good package parasitics, Rambus Inc. needs to solve some difficult
problems in the driver/receiver and clock circuitry.
The small number of wires and the high frequency of operation constrains the
feasible geometries of the physical packaging. A short length of controlled
impedance conductor terminated at both ends and with minimal stubs is required.
For a data rate of 500 Megabytes per second, the maximum signal propagation time
is less than 1ns which limits the trace length to about 10 centimeters. To
achieve maximum packing density the DRAMs will be mounted vertically, with only
the edge containing the pins in contact with the board, as in Figure 1 attached.
Rambus Inc. will specify several levels of protocol to be run over this narrow
bus. The lowest levels are implement communications between chips on the bus and
is primarily optimized for connected DRAMs and Microprocessors (or other
"Master" devices such as a graphics controller). The address size specified by
the low-level protocol selects not only the data within a DRAM chip but also the
particular DRAM chip to be addressed. The address space implemented initially is
36 bits; also a protocol extension is specified for future implementation that
extends the address space to 46 bits - with the extended address space 70
Trillion (70,000,000,000,000) bytes of DRAM can be addressed on a single logical
Rambus. Higher level protocol extensions are planned to implement cache
coherence and I/O specific transactions such as interrupts.
With this new interface, each DRAM on Rambus is effectively a complete,
independent memory subsystem, much the same as a single memory bank in a
conventional memory system.
FIGURE 1
[Figure of RamBus Physical Configuration]
Figure 1. RamBus Physical Configuration
<PAGE>
RAMBUS INTERFACE SPECIFICATION
[***]
[*] Confidential treatment requested.
<PAGE>
RAMBUS SYSTEM DESIGN SPECIFICATION
[***]
[*] Confidential treatment requested.
<PAGE>
RAMBUS SLAVE IMPLEMENTATION SPECIFICATION
[***]
[*] Confidential treatment requested.
<PAGE>
RAMBUS MASTER IMPLEMENTATION SPECIFICATION
[***]
[*] Confidential treatment requested.
<PAGE>
EXHIBIT B
RAMBUS TRADEMARK
First Choice
- ------------
[LOGO OF RAMBUS/TM/]
if the size of the product and the existing manufacturing marketing equipment
allows reasonable production with no impact on yields, cost or throughput.
Second Choice
- -------------
Reproduce:
Rambus/TM/
in a readable typeface.
<PAGE>
AMENDMENT NO. 1 TO
SEMICONDUCTOR TECHNOLOGY LICENSE AGREEMENT
This Amendment to the Semiconductor Technology License Agreement (the
"Amendment") is entered into as of 25th day of May, 1995 by and between Rambus
Inc., a California corporation with a principal place of business at 2465 Latham
Street, Mountain View, California 94040, U.S.A. ("Rambus") and NEC Corporation,
a Japanese corporation with a principal place of business at 7-1, Shiba 5-chome,
Minato-ku, Tokyo 108-01, Japan ("NEC").
WHEREAS, the parties have entered into the Semiconductor Technology
License Agreement dated July 4, 1991, as previously amended and supplemented
(the "Agreement");
WHEREAS, the parties desire to enter into this Amendment, to provide
for some amendments and corrections to the Agreement;
NOW, THEREFORE, the parties agree that the Agreement is amended as
follows:
1. The terms "Section 1.19" referred to in the parenthetical clauses in
Section 4.3(a) and (d) of the Agreement shall be corrected to read "Section
1.22".
2. The terms "Net Selling Price" referred to in the first sentence of Section
4.4(b) of the Agreement shall be deleted.
3. The fifth sentence of Section 4.4(b) of the Agreement shall be amended to
read in its entirety as follows:
"All royalties based on sales in currencies other than United States
dollars shall be converted to United States dollars according to the TTS
rate quoted by the Bank of Tokyo in Japan on the last business day of
the NEC fiscal quarter during which such royalties have accrued."
4. In all other respects, the Agreement shall remain unmodified and in full
force and effect.
RAMBUS INC. NEC CORPORATION
By: /s/ GARY HARMON By: /s/ KENJI TOKUYAMA
------------------------------- -------------------------------
Title: Vice President Title: General Manager
--------------------------- ---------------------------
Date: April 28, 1995 Date: April 28, 1995
---------------------------- ----------------------------
-56-
<PAGE>
SUPPLEMENT NO. 1 TO
SEMICONDUCTOR TECHNOLOGY LICENSE AGREEMENT
This Supplement to Semiconductor Technology License Agreement (the "Supplement")
is entered into as of February 25, 1993 by and between Rambus Inc., a California
corporation with a principal place of business at 2465 Latham Street, Mountain
View, California 94040 U.S.A. ("Rambus"), and NEC Corporation, a Japanese
corporation with a principal place of business at 7-1, Shiba 5-chome, Minato-ku,
Tokyo 108-01, Japan ("NEC").
WHEREAS, Rambus and NEC entered into the Semiconductor Technology License
Agreement (the "Original Agreement");
WHEREAS, Rambus developed RAC (as defined below), using Rambus Technology (as
defined in the Original Agreement);
WHEREAS, both parties acknowledge that the RAC shall be licensed to NEC under
the Patents (as defined in the Original Agreement) pursuant to the Original
Agreement; and
WHEREAS, NEC desires to have Rambus complete the circuit design modification of
RAC for NEC's process technology, and Rambus is willing to do the same.
NOW, THEREFORE, the parties supplement the Original Agreement as follows:
1. DEFINITIONS.
-----------
1.1 The capitalized terms defined in the Original Agreement shall have the same
meaning in this Supplement as therein.
1.2 In addition to Section 1.1 above, the following terms shall have the
meaning set forth below:
1.2.1 "RAC" means the ASIC cell developed by Rambus which is specified in
"Rambus ASIC Cell Specification (Version 1.3)" dated July 30, 1992.
1.2.2 "NEC CZ5 Process Technology" means the 0.5 micron process technology
adopted by NEC.
1.2.3 "Modified RAC" means the ASIC cell manufactured by or for NEC on the
basis of the design of the RAC modified for NEC's process technology
by Rambus in accordance with this Supplement.
-1-
<PAGE>
1.2.4 "Background Intellectual Property" means Patents used or
incorporated in the RAC.
1.2.5 "Results" means all information, inventions, technology, technical
documentation, designs (including circuit designs), materials and
know-how which Rambus provides NEC in the course of implementing
this Supplement.
1.2.6 "Foreground Intellectual Property" means all patents, patent
applications, copyrights and other intellectual property rights in
all countries of the world which will be developed by Rambus in the
course of implementing this Supplement and which are to be used or
incorporated in Results.
1.2.7 "Rambus ASIC Test Chip" means an ASIC device designed and
manufactured by or for NEC, incorporating (i) schematics and
netlists provided by Rambus pursuant to Exhibit B hereto and (ii)
the Modified RAC.
2. SCOPE OF THE WORK.
-----------------
2.1 Rambus shall, in accordance with the terms and conditions contained
hereinafter, (i) complete the modification of the design of RAC for NEC's
process technology, as specified in Exhibit A hereto (the "RAC
Modification") and (ii) perform characterization of Rambus ASIC Test Chip,
as specified in Exhibit B hereto (the "Characterization") (hereinafter RAC
Modification and Characterization shall be collectively referred to as the
"Work").
2.2 Rambus shall deliver to NEC the deliverables specified in Exhibits A and B
in accordance with the schedule to be agreed upon in writing by the parties
hereto.
3. NEC'S ASSISTANCE.
----------------
NEC shall cooperate with Rambus to complete the development contemplated by this
Supplement to the extent NEC considers reasonably necessary, including without
limitation performance of the obligations specified in Exhibits C and D.
4. ACCEPTANCE.
----------
NEC shall perform the acceptance test regarding the deliverables provided by
Rambus to NEC pursuant to Section 2.2 above, according to NEC's standard
acceptance procedures. Within two (2) weeks after the completion of such
acceptance test, NEC shall notify Rambus, in writing, if the deliverables pass
such acceptance test. If the deliverables do not pass such acceptance test, NEC
shall notify Rambus of those particulars in which the deliverables are
unacceptable. Upon remedy of those particulars to the satisfaction of NEC, the
deliverables shall be accepted by NEC in writing. Rambus shall use its
reasonable best efforts to remedy any of the particulars referred to above
within forty five (45) days after its receipt of notice thereof. This shall be
at Rambus expense, subject to NEC's assistance obligations as set forth herein.
If Rambus does not remedy
-2-
<PAGE>
the particulars referred to above within such forty five (45) days, Rambus shall
notify promptly NEC of such failure with reasonable proof specifying Rambus
exercises its reasonable best efforts to remedy such particulars, and deliver
any results made in the course of such efforts to remedy of such particulars.
Notwithstanding any provision to the contrary in this Supplement or Original
Agreement, NEC shall retain any rights to have remedy for any breach of Rambus'
obligation under this Section 4, provided that Rambus' liability arising out of
this Supplement shall not exceed the amounts received by Rambus from NEC
pursuant to this Supplement.
5. PAYMENTS.
--------
5.1 In consideration of the successful completion of the Work by Rambus, NEC
shall remit, by telegraphic wire transfer, the following amount of payment
to Rambus' bank account designated by Rambus in writing in advance,
according to the following payment schedule.
5.1.1 With respect to the RAC Modification, NEC shall pay to Rambus total
[***] as follows:
(a) [***] within twenty (20) days after the acceptance of the
deliverables set forth in Section 2(l) of Exhibit A hereto.
(b) [***] within twenty (20) days after the acceptance of the
deliverables set forth in Section 2(2) of Exhibit A hereto.
(c) [***] within twenty (20) days after the acceptance of the
deliverables set forth in Section 2(3) of Exhibit A hereto.
5.1.2 With respect to the Characterization of Rambus ASIC Test Chip, NEC
shall pay to Rambus total [***] as follows:
(a) [***] within twenty (20) days after the acceptance of the
deliverables set forth in Section 2(l) of Exhibit B hereto.
(b) [***] within twenty (20) days after the acceptance of the
deliverables set forth in Section 2(2) of Exhibit B hereto.
5.2 NEC shall reimburse to Rambus reasonable travel and related living expenses
incurred by Rambus in performing its obligations pursuant to this
Supplement
-3-
[*] Confidential treatment requested.
<PAGE>
subject to the invoice issued by Rambus within twenty (20) calendar days
after the receipt of such invoice, provided that Rambus shall obtain NEC's
written consent therefor in advance.
6. LICENSE OF THE BACKGROUND INTELLECTUAL PROPERTY.
-----------------------------------------------
Considering that the Background Intellectual Property contained in the Results
shall be included in the Patents under the Original Agreement, the parties
hereby confirm that the same rights and licenses as granted under the Patents
and the Confidential Information under the Original Agreement shall be granted
to NEC under the Background Intellectual Property, provided that NEC shall pay
to Rambus royalties in accordance with the Section 4.3 of the Original
Agreement.
7. NO LICENSE REGARDING THE INFORMATION DISCLOSED TO RAMBUS.
--------------------------------------------------------
Any and all information furnished by NEC to Rambus hereunder, including, but not
limited to, NEC CZ5 Process Technology, and any intellectual property rights
incorporated or used in such information shall vest in NEC, and no license or
authorization shall be granted to Rambus other than the authority to use them to
the extent necessary to Rambus' performance hereunder.
8. OWNERSHIP OF THE FOREGROUND INTELLECTUAL PROPERTY.
-------------------------------------------------
The Foreground Intellectual Property shall be jointly owned by the parties.
Each party shall be entitled to use, license, transfer, and otherwise exploit
its interest in the Foreground Intellectual Property without notice or
accounting to the other party, subject to any confidentiality obligations to the
other party. The parties shall cooperate with respect to protection and
enforcement of Foreground Intellectual Property, to the extent the parties agree
upon in advance on the case-by-case basis.
9. INDEMNIFICATION.
---------------
The parties hereto agree that Sections 6.2 (a) and (b) of the Original Agreement
shall apply to any transactions, performances, rights and obligations,
interpretation, and any other matter of, under or with respect to this
Supplement, provided that "the Rambus Technology" in such Sections shall be read
as "Results" hereunder.
10. TERM AND TERMINATION.
--------------------
10.1 This Supplement shall be effective as of the date first written above and
automatically expire when all the deliverables to NEC hereunder accepted by
NEC, unless terminated sooner pursuant to Section 10.2 below.
10.2 This Supplement may be terminated at any time before the normal expiration
pursuant to Section 10.1 above: (i) by mutual written consent of the
parties, (ii) by NEC upon written notice to Rambus if Rambus fails to
deliver to NEC each of the deliverables specified in Exhibits A and B
within sixty (60) days after the scheduled date agreed upon pursuant to
Section 2.2 hereof, (iii) by NEC upon written notice to Rambus if Rambus
fails to accomplished the particulars in the event of Rambus' failure to
pass the acceptance test pursuant to Section 4 above,
-4-
<PAGE>
(iv) by either party upon written notice to the other in the event of a
material breach of this Supplement by the other party hereto, if such
material breach is not cured within sixty (60) days after the receipt of
written notice specifying the nature of such material breach, or (v) by
either party upon written notice to the other party in the event of
bankruptcy or insolvency of the other party.
10.3 If this Supplement is terminated pursuant to Section 10.2, Background
Intellectual Property contained in Results already provided to NEC shall be
licensed to NEC pursuant to Section 6 hereof.
10.4 Any termination hereunder shall be in addition to any other remedy either
party may have at law or in equity.
10.5 This Supplement shall be effective so long as the Original Agreement is
effective and shall automatically expire if the Original Agreement is
terminated or expire by any cause. Termination of this Supplement,
however, for default hereof, shall be severable from termination of the
Original Agreement. That is, this Supplement shall be terminable for
default, in accordance with the procedures specified hereinabove, by either
party, but any such termination of this Supplement shall not result in
termination of the Original Agreement.
10.6 The provisions in Sections 6, 7, 8, 9, 10.3, 10.4 and 12 shall survive any
termination of this Supplement and remain in force after such termination
hereof.
11 NOTICE REGARDING THE SUPPLEMENT.
-------------------------------
Any notice hereunder and any delivery hereunder shall be sent to the following
address:
If sent to NEC: General Manager
International Purchasing Division
NEC Corporation
7-1, Shiba 5-chome, Minato-ku
Tokyo 108-01, Japan
Tel:
Fax:
If sent to Rambus: President
Rambus Inc.
2465 Latham Street, Mountain View
California 94040
U.S.A.
Tel:
Fax:
Any notice other than under this Supplement shall be sent to the address set
forth in Section 10.4 of the Original Agreement.
-5-
<PAGE>
12. TERMS AND CONDITIONS OF THE ORIGINAL AGREEMENT.
----------------------------------------------
12.1 Other than expressly set forth herein, the terms and conditions of the
Original Agreement, including, but not limited to, Sections 5, 7, 9 and 10,
shall be applied to any transactions, performances, rights and obligations,
interpretation, and any other matter of, under or with respect to this
Supplement.
12.2 In all respects, the Original Agreement shall remain unmodified and in full
force and effect.
13. ENTIRE AGREEMENT.
----------------
This Supplement and the Original Agreement constitute the entire agreement
between the parties with respect to the subject matter hereof, and supersede all
previous agreements or understandings, whether oral or written, between the
parties hereto with respect to the subject matter hereof.
The parties hereto executes this Supplement in duplicate as the dates below.
RAMBUS INC. NEC CORPORATION
BY: /s/ GEOFF TATE BY: /s/ KENJI TOKUYAMA
-------------------------------- --------------------------------
TITLE: President & CEO TITLE: Vice President, NEC Corp
----------------------------- -----------------------------
DATE: 2/25/93 DATE: February 19, 1993
----------------------------- -----------------------------
-6-
<PAGE>
EXHIBIT A
RAC MODIFICATION
1. WORK.
----
(1) Rambus shall develop a RAC floorplan for NEC CZ5 Process Technology. This
floorplan will detail the size and location of all major blocks in the RAC
as well as critical signal wiring and data connections.
(2) Rambus shall perform transistor sizing of:
(a) the PLL circuit for the NEC CZ5 Process Technology; and
(b) the input/output cell circuit (i.e., the output driver, predriver and
input sampler of Bus Data cell circuit) for the NEC CZ5 Process
Technology.
(3) In accordance with the specifications and procedures to be mutually agreed
upon between Rambus and NEC, Rambus shall perform the necessary
backannotated simulations of the PLL and the input/output cells to ensure
that NEC's simulations correlate with Rambus' simulations.
(4) Rambus shall perform a tape out review of the Modified RAC.
2. DELIVERABLES.
------------
(1) A complete set of schematics for the Modified RAC with unsized transistor
except the PLL and the input/output cell (i.e., the output driver, the
predriver and the input sampler of Bus Data cell)
(2) A complete set of schematics of the PLL and the input/output cell with
sized transistor for the NEC CZ5 Process Technology
(3) A report of the necessary backannotated simulation results of the PLL and
the input/output cells
-7-
<PAGE>
EXHIBIT B
CHARACTERIZATION
1. WORK.
----
(1) Rambus shall characterize the Modified RAC on the Rambus ASIC Test Chip
using a customized load board on its HP83000 tester.
2. DELIVERABLES.
------------
(1) Schematics, netlists, and test patterns for the Rambus ASIC Test Chip which
provides a device to characterize the PLL and the AC and DC parameters of
the Modified RAC
(2) A characterization report of the Modified RAC on the Rambus ASIC Test Chip
and its data
-8-
<PAGE>
EXHIBIT C
NEC'S SUPPORT ON RAC MODIFICATION
1. NEC will supply Rambus with complete SPICE models and physical design rules
and all other design rules from the NEC CZ5 Process Technology in a format
mutually agreed upon between Rambus and NEC.
2. NEC will assist Rambus in developing a detailed RAC floorplan for NEC's CZ5
Process Technology.
3. NEC will assist Rambus in performing the transistor sizing and any
necessary circuit modifications for the remaining blocks in the RAC.
4. NEC will perform all integrated circuit layout work.
5. NEC will assist Rambus to performing a tapeout review of the Modified RAC.
-9-
<PAGE>
EXHIBIT D
NEC'S SUPPORT ON CHARACTERIZATION
1. NEC will design an ASIC that includes the Modified RAC and incorporates the
netlists of the Rambus ASIC Test Chip.
2. NEC will generate masks and manufacture engineering samples of the Rambus
ASIC Test Chip with the RAC.
3. NEC will provide package engineering samples of the Rambus ASIC Test Chip
with the RAC to Rambus.
-10-
<PAGE>
SUPPLEMENT NO. 2 TO
SEMICONDUCTOR TECHNOLOGY LICENSE AGREEMENT
This Supplement No. 2 to Semiconductor Technology License Agreement
(the "Supplement") is entered into as of July 29, 1994 by and between Rambus,
Inc., a California corporation with a principal place of business at 2465 Latham
Street, Mountain View, California 94040 U.S.A. ("Rambus"), and NEC Corporation,
a Japanese corporation with a principal place of business at 7-1, Shiba 5-chome,
Minato-ku, Tokyo 108-01, Japan ("NEC").
WHEREAS, Rambus and NEC entered into the Semiconductor Technology
License Agreement (the "Original Agreement");
WHEREAS, Rambus has developed a RAC (as defined below), using Rambus
Technology (as defined in the Original Agreement);
WHEREAS, both parties acknowledge that the RAC shall be licensed to NEC
under the Patents (as defined in the Original Agreement) pursuant to the
Original Agreement;
WHEREAS, pursuant to Supplement No. 1 to the Original Agreement, Rambus
completed the circuit design modification of the RAC for NEC's 0.5 micron
process technology; and
WHEREAS, NEC desires to have Rambus complete the circuit design
modification of the RAC for NEC's 0.35 micron process technology, and Rambus is
willing to do the same.
NOW, THEREFORE, the parties supplement the Original Agreement as
follows:
1. DEFINITIONS.
1.1 The capitalized terms defined in the Original Agreement shall
have the same meaning in this Supplement as therein.
1.2 In addition to Section 1.1 above, the following terms shall
have the meaning set forth below:
1.2.1 "RAC" means the ASIC cell developed by Rambus which is
specified in the current version of the "Rambus ASIC Cell SpecificationO.
1.2.2 "NEC Process Technology" means the 0.35 micron UC1
process technology adopted by NEC.
<PAGE>
1.2.3 "New RAC" means the ASIC cell based on the design of
the RAC as modified for the NEC Process Technology by Rambus in accordance with
this Supplement.
1.2.4 "Background Intellectual Property" means Patents used
or incorporated in the RAC.
1.2.5 "Results" means all information, inventions,
technology, technical documentation, designs (including circuit designs),
materials and know-how which Rambus provides NEC in the course of implementing
this Supplement.
1.2.6 "Foreground Intellectual Property" means all patents,
patent applications, copyrights and other intellectual property rights in all
countries of the world which will be developed by Rambus in the course of
implementing this Supplement and which are to be used or incorporated in
Results.
1.2.7 "Rambus ASIC Test Chip" means an ASIC device designed
and manufactured by or for NEC, incorporating (i) schematics and netlists
provided by Rambus pursuant to Exhibit B hereto and (ii) the New RAC.
2. SCOPE OF THE WORK.
2.1 Rambus shall, in accordance with the terms and conditions
contained hereinafter, (i) complete the modification of the design of its RAC
for the NEC Process Technology, as specified in ExhibitA hereto (the "RAC
Modification") and (ii) if so requested in writing by NEC, perform
characterization of a Rambus ASIC Test Chip, as specified in ExhibitB hereto
(the "Characterization") (hereinafter the RAC Modification and any such
Characterization shall be collectively referred to as the "Work"). If NEC itself
performs the characterization for the New RAC, then Rambus will provide
reasonable assistance at no charge (subject to Section 5.3 below).
2.2 Rambus shall use its reasonable best efforts to deliver to NEC
the deliverables specified in ExhibitA by August 31, 1994. If Rambus performs
the Characterization, it shall use its reasonable best efforts to deliver to NEC
the deliverables specified in Exhibit B in accordance with a schedule to be
agreed upon in writing by the parties.
3. NEC'S ASSISTANCE.
NEC shall assign an English-speaking engineer or an engineer with
experience in communicating in English as liaison to Rambus on this project and
shall cooperate with Rambus to
-2-
<PAGE>
complete the development contemplated by this Supplement to the extent NEC
considers reasonably necessary, including without limitation performance of the
obligations specified in ExhibitC and, if Rambus performs the Characterization,
ExhibitD. Based on the delivery schedule for the layout database and schematics
committed to by Rambus above, NEC will use its reasonable best efforts to
complete the fabrication of a Rambus ASIC Test Chip by October 1, 1994.
4. ACCEPTANCE.
NEC shall perform an acceptance test regarding the deliverables
provided by Rambus to NEC pursuant to Section 2.2 above, according to NEC's
standard acceptance procedures. Within two (2) weeks after the completion of
such acceptance test, NEC shall notify Rambus, in writing, if the deliverables
pass such acceptance test. If the deliverables do not pass such acceptance test,
NEC shall notify Rambus of those particulars in which the deliverables are
unacceptable. Upon remedy of those particulars to the satisfaction of NEC, the
deliverables shall be accepted by NEC in writing. Rambus shall use its
reasonable best efforts to remedy any of the particulars referred to above
within forty five (45) days after its receipt of notice thereof. This shall be
at Rambus expense, subject to NEC's assistance obligations as set forth herein.
If Rambus does not remedy the particulars referred to above within forty five
(45) days, Rambus shall promptly notify NEC of such failure with reasonable
proof specifying Rambus has exercised its reasonable best efforts to remedy such
particulars, and deliver any results made in the course of such efforts to
remedy such particulars. Notwithstanding any provision to the contrary in this
Supplement or the Original Agreement, NEC shall retain any rights to any remedy
for any breach of Rambus' obligation under this Section4, provided that Rambus'
liability for damages arising out of such breach shall not exceed the amounts
received by Rambus from NEC pursuant to this Supplement.
5. PAYMENTS.
5.1 Rambus shall perform the RAC Modification at no charge (subject to
Section 5.3 below).
5.2 If Rambus performs the Characterization, NEC shall pay to
Rambus [***], payable within thirty (30) days of acceptance by NEC of all the
deliverables set forth in Sections 2(1) and 2(2) of Exhibit B hereto.
5.3 NEC shall reimburse to Rambus reasonable travel and related
living expenses incurred by Rambus in performing its obligations pursuant to
this Supplement, subject to an invoice issued by Rambus together with reasonable
substantiating material, within twenty (20) calendar days after the receipt of
such invoice, provided that Rambus shall obtain NECOs written consent therefor
in advance.
-3-
[*] Confidential treatment requested.
<PAGE>
5.4 Payment by NEC to Rambus, if any, under this Section 5 shall be made
by telegraphic wire transfer to RambusO bank account designated by
Rambus in writing in advance.
6. LICENSE OF THE BACKGROUND INTELLECTUAL PROPERTY.
Considering that the Background Intellectual Property contained in the
Results shall be included in the Patents under the Original Agreement, the
parties hereby confirm that the same rights and licenses as granted under the
Patents and the Confidential Information under the Original Agreement shall be
granted to NEC under the Background Intellectual Property, provided that NEC
shall pay to Rambus royalties in accordance with the Section 4.3 of the Original
Agreement.
7. NO LICENSE REGARDING THE INFORMATION DISCLOSED TO RAMBUS.
Any and all information furnished by NEC to Rambus hereunder,
including, but not limited to, NEC Process Technology, and any intellectual
property rights incorporated or used in such information shall vest in NEC and
no license or authorization shall be granted to Rambus other than the authority
to use them to the extent necessary to Rambus' performance hereunder.
8. OWNERSHIP OF THE FOREGROUND INTELLECTUAL PROPERTY.
The Foreground Intellectual Property shall be jointly owned by the
parties. Each party shall be entitled to use, license, transfer, and otherwise
exploit its interest in the Foreground Intellectual Property without notice or
accounting to the other party, subject to any confidentiality obligations to the
other party. The parties shall cooperate with respect to protection and
enforcement of Foreground Intellectual Property, to the extent the parties agree
upon same in advance on a case-by-case basis.
9. INDEMNIFICATION.
The parties hereto agree that Sections 6.2(a) and (b) of the Original
Agreement shall apply to any transactions, performances, rights and obligations,
interpretation, and any other matter of, under or with respect to this
Supplement, provided that "the Rambus Technology" in such Sections shall be read
as "Results" hereunder.
10. TERM AND TERMINATION.
10.1 This Supplement shall be effective as of the date first
written above and automatically expire when all the deliverables to NEC
hereunder are accepted by NEC, unless terminated sooner pursuant to Section 10.2
below.
-4-
<PAGE>
10.2 This Supplement may be terminated at any time before the
normal expiration pursuant to Section 10.1 above; (i) by mutual written consent
of the parties, (ii) by NEC upon written notice to Rambus if Rambus fails to
deliver to NEC each of the deliverables specified in ExhibitsA andB within sixty
(60) days after the scheduled date agreed upon pursuant to Section 2.2 hereof,
(iii) by NEC upon written notice to Rambus if Rambus fails to accomplish the
particulars in the event of Rambus' failure to pass the acceptance test pursuant
to Section4 above, (iv) by either party upon written notice to the other in the
event of a material breach of this Supplement by the other party hereto, if such
material breach is not cured within sixty (60) days after the receipt of written
notice specifying the nature of such material breach, or (v) by either party
upon written notice to the other party in the event of bankruptcy or insolvency
of the other party.
10.3 If this Supplement is terminated pursuant to Section 10.2,
Background Intellectual Property contained in Results already provided to NEC
shall be licensed to NEC pursuant to Section6 hereof.
10.4 Any termination hereunder shall be in addition to any other
remedy either party may have at law or in equity.
10.5 This Supplement shall be effective so long as the Original
Agreement is effective and shall automatically expire if the Original Agreement
is terminated or expire by any cause. Termination of this Supplement, however,
for default hereof, shall be severable from termination of the Original
Agreement and Supplement No. 1 thereto. That is, this Supplement shall be
terminable, in accordance with the procedures specified hereinabove, by either
party, but any such termination of this Supplement shall not result in
termination of the Original Agreement or Supplement No. 1 thereto.
10.6 The provisions in Sections6, 7, 8, 9, 10.3, 10.4 and 13 shall
survive any termination of this Supplement and remain in force after such
termination hereof.
11. NOTICE REGARDING THE SUPPLEMENT.
Any notice hereunder and any delivery hereunder shall be sent to the
following address:
If sent to NEC: General Manager
System ASIC Division
NEC Corporation
7-1, Shiba 5-chome, Minato-ku
Tokyo 108-01, Japan
Tel: 81-44-435-1490
Fax: 81-44-435-1887
-5-
<PAGE>
If sent to Rambus: President
Rambus Inc.
2465 Latham Street, Mountain View
California 94040
U.S.A.
Tel: 415-903-3807
Fax: 415-965-1528
Any notice other than under this Supplement or Supplement No. 1 shall
be sent to the address set forth in Section 10.4 of the Original Agreement.
12. ANNOUNCEMENT OF NEW RAC.
NEC agrees to publicly announce the New RAC when its 0.35 micron ASIC
plans are generally announced for the purpose of marketing the New RAC to
customers of its 0.35 micron ASIC products.
13. TERMS AND CONDITIONS OF THE ORIGINAL AGREEMENT.
13.1 Other than expressly set forth herein, the terms and conditions of
the Original Agreement, including, but not limited to, Sections 5, 7, 9 and 10,
shall be applied to any transactions, performances, rights and obligations,
interpretation, and any other matter of, under or with respect to this
Supplement. Information exchanged by the parties pursuant to this Supplement
shall be treated as if disclosed under the Original Agreement, provided that
notwithstanding Section 5.1(b) of the Original Agreement, the parties may use
such information for performance of their obligations, and exercise of their
rights, specified herein.
13.2 In all respects, the Original Agreement shall remain unmodified and
in full force and effect.
14. ENTIRE AGREEMENT.
This Supplement, Supplement No. 1, and the Original Agreement constitute
the entire agreement between the parties with respect to the subject matter
hereof, and supersede all previous agreements or understandings, whether oral or
written, between the parties hereto with respect to the subject matter hereof.
-6-
<PAGE>
The parties hereto execute this Supplement in duplicate as the dates below:
RAMBUS INC. NEC CORPORATION
BY: /s/ GARY HARMON BY: /s/HIRO HASHIMOTO
------------------------------ -----------------------------------
TITLE: Vice President TITLE: General Manager ASIC
--------------------------- --------------------------------
DATE: 7/25/94 DATE: July 28, 1994
---------------------------- ---------------------------------
-7-
<PAGE>
EXHIBIT A
RAC MODIFICATION
1. WORK.
(1) Rambus shall develop a RAC floorplan for NEC Process Technology. This
floorplan will detail the size and location of all major blocks in the
RAC. The New RAC will have substantially the same functionality and
floorplan as the "Modified RAC" developed pursuant to Supplement No. 1
for the NEC 0.5 micron process technology or any similar RAC cells that
Rambus has previously developed.
(2) Rambus shall perform transistor sizing and layout of the RAC cell.
2. DELIVERABLES.
(1) GDSII layout database for the New RAC
(2) Cadence Edge schematics for the New RAC
-8-
<PAGE>
EXHIBIT B
CHARACTERIZATION
1. WORK.
(1) Rambus shall characterize the New RAC on the Rambus ASIC Test
Chip using a customized load board on its HP83000 tester.
(2) The characterization shall be performed using devices for one
lot which have been fabricated using typical process parameters.
2. DELIVERABLES.
(1) Netlists and test patterns for the Rambus ASIC Test Chip which
provides a device to characterize the PLL and the AC and DC
parameters of the New RAC
(2) A characterization report of the New RAC on the Rambus ASIC Test Chip
and its data
-9-
<PAGE>
EXHIBIT C
NEC'S SUPPORT ON RAC MODIFICATION
1. NEC will supply Rambus with complete SPICE models and physical design
rules and all other design rules from the NEC Process Technology
(including without limitation ESD rules and layout) in a format
mutually agreed upon between Rambus and NEC.
2. NEC will assist Rambus in developing a detailed New RAC floorplan for
NEC Process Technology.
3. NEC will assist Rambus in performing the transistor sizing and any
necessary circuit modifications for the remaining blocks in the New
RAC.
4. NEC will assist Rambus to performing a tapeout review of the New RAC.
5. NEC will be responsible for library integration of the New RAC in the
Compass tool environment.
-10-
<PAGE>
EXHIBIT D
NEC'S SUPPORT ON CHARACTERIZATION
1. NEC will design an ASIC that includes the New RAC and incorporates the
netlists of the Rambus ASIC Test Chip.
2. NEC will generate masks and manufacture engineering samples of the
Rambus ASIC Test Chip with the New RAC.
3. NEC will provide package engineering samples of the Rambus ASIC Test
Chip with the New RAC to Rambus.
-11-
<PAGE>
SUPPLEMENT NO. 4 TO
SEMICONDUCTOR TECHNOLOGY LICENSE AGREEMENT
This Supplement No.4 to the parties' Semiconductor Technology
License Agreement is entered into as of the date last entered below by and
between Rambus, Inc., a California corporation with a principal place of
business at 2465 Latham Street, Mountain View, California 94040 U.S.A.
("Rambus"), and NEC Corporation, a Japanese corporation with a principal place
of business at 7-1, Shiba 5-Chome, Minato-ku, Tokyo 108-01, Japan ("NEC").
WHEREAS, the parties have entered into a Semiconductor Technology
and License Agreement dated July 4, 1991 (as previously amended and
supplemented, the "License Agreement");
WHEREAS, the parties have entered into Supplement Nos. 1, 2, 5
and 6 to the License Agreement; and
WHEREAS, the parties desire to enter into this Supplement No. 4
to the License Agreement, inter alia, to provide for a [***]
NOW, THEREFORE, the parties agree that the License Agreement is
amended as follows:
1. (a) All capitalized terms used but not defined herein shall have
the meaning set forth therefor in the License Agreement.
(b) [***]
2. For each Sale (direct or indirect) of [***] by NEC or its Subsidiaries
to [***] during the period from the date of this Supplement until June 30,
1997, the royalty rate payable by NEC to Rambus pursuant to the License
Agreement shall be [***] from the [***] specified in Section 4.3(a) of the
License Agreement, [***]. For Sales of [***] after June 30, 1997, the royalty
rate [***].
3. Rambus confirms that the distribution rights granted to NEC in
Section 2.2(b) of the License Agreement will apply to all Sales (direct or
indirect) of [***] by NEC or its Subsidiaries to [***] without the restrictions
provided in items (i) and (ii) of such Section 2.2(b).
[*] Confidential treatment requested.
<PAGE>
4. In all other respects, the License Agreement shall remain unmodified
and in full force and effect.
RAMBUS INC. NEC CORPORATION
BY: /s/ GARY HARMON BY: /s/HIRO HASHIMOTO
---------------------------- ----------------------------
TITLE: Vice President TITLE: General Manager
------------------------- -------------------------
DATE: 8/23/95 DATE: 8/31/95
-------------------------- --------------------------
<PAGE>
SUPPLEMENT NO. 5 TO
SEMICONDUCTOR TECHNOLOGY LICENSE AGREEMENT
This Supplement No. 5 to Semiconductor Technology License Agreement
(the "Supplement") is entered into as of November 14, 1994 by and between
Rambus, Inc., a California corporation with a principal place of business at
2465 Latham Street, Mountain View, California 94040 U.S.A. ("Rambus"), and NEC
Corporation, a Japanese corporation with a principal place of business at 7-1,
Shiba 5-chome, Minato-ku, Tokyo 108-01, Japan ("NEC").
WHEREAS, in 1991 Rambus and NEC entered into a Semiconductor
Technology License Agreement (the "Original Agreement");
WHEREAS, the parties have entered into Supplement No. 1 and Supplement
No. 2 to the License Agreement, and are currently negotiating Supplement No. 3
and Supplement No. 4 to the License Agreement; and
WHEREAS, NEC desires to have Rambus design a Transceiver (as defined
hereinbelow) for NEC's 0.45m 2 aluminum layer 16 megabit DRAM process
technology, and Rambus is willing to do the same.
NOW, THEREFORE, the parties supplement the Original Agreement as
follows:
1. DEFINITIONS.
1.1. The capitalized terms defined in the Original Agreement shall
have the same meaning in this Supplement as therein.
1.2. In addition to Section 1.1 above, the following terms shall have
the meaning set forth below:
1.2.1. "Transceiver" means an integrated circuit that
connects a secondary Rambus channel on a module PC board to the motherboard main
Rambus channel, in accordance with the Rambus transceiver specification, as set
forth in Exhibit A hereto.
1.2.2. "NEC Process Technology" means the 16 megabit
DRAM 0.45m 2 aluminum layer process technology adopted by NEC.
1.2.3. "Background Intellectual Property" means Patents used
or incorporated in the Transceiver.
<PAGE>
1.2.4. "Results" means all information, inventions,
technology, technical documentation, designs (including circuit designs),
materials and know-how which Rambus provides NEC in the course of implementing
this Supplement.
1.2.5. "New Intellectual Property" means all patents, patent
applications, copyrights and other intellectual property rights in all countries
of the world which will be developed by Rambus in the course of implementing
this Supplement and which are to be used or incorporated in Results.
1.2.6 "Transceiver Database" means the schematics and layout
in Cadence Edge representation of the Transceiver in the NEC Process Technology
and shall also include an "Opus" representation translated by Rambus from the
Edge representation.
1.2.7 "NEC Process Technology Documents" shall mean the
design rule document provided to Rambus titled " "Design Rules for Rambus DRAM
V4.0" and dated "January 25, 1994" and the process parameter document titled
"Process Parameter Rev 1.0" and dated "January 28, 1994". Any modifications by
NEC to these documents will not be effective unless and until accepted in
writing by Rambus. Such acceptance by Rambus shall not be unreasonably withheld.
2. SCOPE OF THE WORK AND RAMBUS' OBLIGATIONS
2.1. Rambus shall, in accordance with the terms and conditions
contained hereinafter, design the Transceiver as specified in ExhibitA hereto
for the NEC Process Technology. This design is a translation of an existing
design and as such may be less than optimal in size of die or power consumption
as an original design for the NEC Process Technology could be. In addition, the
pad locations and die size are fixed by the existing design and will not be
moved by Rambus. If these locations or the die size is unacceptable to NEC, any
modifications to correct the same will be done by NEC after delivery of the
Transceiver Database by Rambus.
2.2. Rambus shall commence the Transceiver design work in November
1994, with a target date of April 30, 1995 for delivery to NEC of the
Transceiver Database and other deliverables for the Transceiver as specified in
ExhibitB, based upon execution of this Supplement by the parties by October 30,
1994.
2.3 In addition, Rambus will provide consulting assistance if
requested by NEC and agreed to by Rambus, at a fee of [***] (subject to
Section 5.2 below), in connection with NEC's characterization or preparation
for manufacturing of the Transceiver.
-2-
[*] Confidential treatment requested.
<PAGE>
3. NEC'S ASSISTANCE AND OBLIGATIONS.
3.1. NEC shall cooperate with Rambus to complete the development
contemplated by this Supplement. NEC will be responsible for characterization of
the Transceiver, any modifications necessary to achieve a functional device, and
any modifications necessary to achieve mass production capability. Upon
completion of the design of the Transceiver, Rambus will provide to NEC test
fixture information and test vectors for the Transceiver for the HP83000 tester
which are sufficient for the evaluation of the initial design.
3.2. Upon completion of design and acceptance of the Transceiver
Database, NEC agrees to use its reasonable best efforts to manufacture prototype
Transceivers, and to manufacture, market, and sell production Transceivers.
4. ACCEPTANCE.
NEC will accept or reject the Transceiver solely according to whether
the Transceiver Database provided by Rambus to NEC pursuant to Section 2.2 above
conforms to the NEC Process Technology Documents, which NEC will determine
solely by using NEC's layout verification for the NEC Process Technology. Within
two (2) weeks after the completion of such acceptance test, NEC shall notify
Rambus, in writing, if the deliverables pass such acceptance test. If the
deliverables do not pass such acceptance test, NEC shall notify Rambus of those
particulars in which the deliverables are unacceptable. Only those items which
are in violation of the NEC Process Technology Documents will be considered as
not passing the acceptance test. Upon remedy of those particulars to the
satisfaction of NEC, the deliverables shall be accepted by NEC in writing.
Rambus shall use its reasonable best efforts to remedy any of the particulars
referred to above within forty five (45) days after its receipt of notice
thereof. This shall be at Rambus expense, subject to NEC's assistance
obligations as set forth herein. If Rambus does not remedy the particulars
referred to above within forty five (45) days, Rambus shall notify promptly NEC
of such failure with reasonable proof specifying Rambus has exercised its
reasonable best efforts to remedy such particulars, and deliver any results made
in the course of such efforts to remedy such particulars. Notwithstanding any
provision to the contrary in this Supplement or the Original Agreement, NEC
shall retain any rights to any remedy for any breach of Rambus' obligation under
this Section4, provided that Rambus' liability arising out of this Supplement
shall not exceed the amounts received by Rambus from NEC pursuant to this
Supplement.
5. PAYMENTS.
5.1. In consideration of the design of the Transceiver by Rambus, NEC
shall remit, by telegraphic wire transfer, [***] to
-3-
[*] Confidential treatment requested.
<PAGE>
Rambus' bank account designated by Rambus in writing in advance, according to
the following payment schedule:
(a) [***] within seven (7) days after delivery of a
preliminary Transceiver database based on an existing design; and
(b) [***] within thirty (30) days after delivery of the
Transceiver Database to NEC.
5.2. NEC shall reimburse to Rambus reasonable travel and related
living expenses incurred when Rambus employees visit NEC at NEC's request to
further the purposes of this Supplement, subject to an invoice issued by Rambus,
within twenty (20) calendar days after the receipt of such invoice.
6. OWNERSHIP OF THE NEW INTELLECTUAL PROPERTY.
Rambus shall retain ownership of all Results and New Intellectual
Property developed by Rambus, including without limitation Results and New
Intellectual Property arising out of Rambus' performance of its obligations
pursuant to Section2 above, and including without limitation the unsized
transistor netlist implementation of the Transceiver, provided only that the
specific implementation of the Transceiver in the NEC Process Technology shall
be owned by NEC. NEC shall retain ownership of all New Intellectual Property
developed by NEC. New Intellectual Property jointly developed by the parties
shall be jointly and equally owned by the parties. Each party shall be entitled
to use, license, transfer, and otherwise exploit its interest in the jointly
owned New Intellectual Property without notice or accounting to the other party,
subject to any confidentiality obligations to the other party. The parties shall
cooperate with respect to protection and enforcement of jointly owned New
Intellectual Property, to the extent the parties agree upon same in advance on a
case-by-case basis.
7. LICENSE OF THE BACKGROUND INTELLECTUAL PROPERTY.
The Background Intellectual Property, and the New Intellectual
Property owned by Rambus, contained in the Results shall be included in the
Patents under the Original Agreement, and the parties hereby confirm that the
same rights and licenses as granted under the Patents and the Confidential
Information under the Original Agreement shall be granted to NEC under the
Background Intellectual Property and the New Intellectual Property owned by
Rambus, provided that NEC shall pay to Rambus royalties in accordance with the
Section 4.3 of the Original Agreement. It is understood and agreed that the
Transceiver shall be considered a Rambus Peripheral for purposes of Section 4.3
of the Original Agreement.
-4-
[*] Confidential treatment requested.
<PAGE>
8. NO LICENSE REGARDING THE INFORMATION DISCLOSED TO RAMBUS.
Any and all information furnished by NEC to Rambus hereunder,
including, but not limited to, NEC Process Technology, and any intellectual
property rights incorporated or used in such information shall vest in NEC and
no license or authorization shall be granted to Rambus other than the authority
to use them to the extent necessary to Rambus' performance hereunder.
9. INDEMNIFICATION.
The parties hereto agree that Sections 6.2(a) and (b) of the Original
Agreement shall apply to any transactions, performances, rights and obligations,
interpretation, and any other matter of, under or with respect to this
Supplement, provided that "the Rambus Technology" in such sections shall be read
as "Results" hereunder.
10. TERM AND TERMINATION.
10.1. This Supplement shall be effective as of the date first written
above and automatically expire when all the deliverables to NEC hereunder
accepted by NEC, unless terminated sooner pursuant to Section 10.2 below.
10.2. This Supplement may be terminated at any time before the normal
expiration pursuant to Section 10.1 above; (i) by mutual written consent of the
parties, (ii) by NEC upon written notice to Rambus if Rambus fails to accomplish
the particulars in the event of Rambus' failure to pass the acceptance test
pursuant to Section4 above, (iii) by either party upon written notice to the
other in the event of a material breach of this Supplement by the other party
hereto, if such material breach is not cured within sixty (60) days after the
receipt of written notice specifying the nature of such material breach, or (iv)
by either party upon written notice to the other party in the event of
bankruptcy or insolvency of the other party.
10.3. If this Supplement is terminated pursuant to Section 10.2,
Background Intellectual Property, and New Intellectual Property owned by Rambus,
contained in Results already provided to NEC shall be licensed to NEC pursuant
to Section 7 hereof.
10.4. Any termination hereunder shall be in addition to any other
remedy either party may have at law or in equity.
10.5. This Supplement shall be effective so long as the Original
Agreement is effective and shall automatically expire if the Original Agreement
is terminated or expire by any cause. Termination of this Supplement, however,
for default hereof, shall be severable from
-5-
<PAGE>
termination of the Original Agreement and Supplement Nos. 1, 2, 3, and 4
thereto. That is, this Supplement shall be terminable, in accordance with the
procedures specified hereinabove, by either party, but any such termination of
this Supplement shall not result in termination of the Original Agreement or any
other Supplement thereto.
10.6. The provisions in Sections6, 7, 8, 9, 10.3, 10.4 and 13 shall
survive any termination of this Supplement and remain in force and after such
termination hereof.
11. NOTICE REGARDING THIS SUPPLEMENT.
Any notice hereunder and any delivery hereunder shall be sent to the
following address:
If sent to NEC: General Manager
LSI Memory Division
NEC Corporation
1120, Shimokuzawa
Sagamihara
Kanagawa 229, Japan
If sent to Rambus: President
Rambus Inc.
2465 Latham Street, Mountain View
California 94040
U.S.A.
12. ANNOUNCEMENT OF TRANSCEIVER.
NEC agrees to publicly announce the Transceiver within ninety (90)
days after demonstration of a successful working prototype which satisfies the
Rambus Transceiver Specification as set forth in Exhibit A.
13. TERMS AND CONDITIONS OF THE ORIGINAL AGREEMENT.
13.1. Other than expressly set forth herein, the terms and
conditions of the Original Agreement, including, but not limited to,
Sections5, 7, 9 and 10, shall be applied to any transactions, performances,
rights and obligations, interpretation, and any other matter of, under or with
respect to this Supplement. Information exchanged by the parties pursuant to
this Supplement shall be treated as if disclosed under the Original Agreement,
provided that notwithstanding Section
-6-
<PAGE>
5.1(b) of the Original Agreement, the parties may use such information for
performance of their obligations, and exercise of their rights, specified
herein.
13.2. In all respects, the Original Agreement, as previously
supplemented and amended, shall remain unmodified and in full force and
effect.
14. ENTIRE AGREEMENT.
This Supplement, Supplement Nos. 1, 2, 3, 4, and the Original
Agreement constitute the entire agreement between the parties with respect to
the subject matter hereof, and supersede all previous agreements or
understandings, whether oral or written, between the parties hereto with respect
to the subject matter hereof.
The parties hereto execute this Supplement in duplicate as the dates
below:
RAMBUS INC. CORPORATION
BY: /s/ GARY HARMON BY: /s/ KENJI TOKUYAMA
--------------------------- ------------------------------
TITLE: Vice President TITLE: General Manager
------------------------ ---------------------------
DATE: 11/9/94 DATE: 11/14/94
------------------------- ----------------------------
-7-
<PAGE>
EXHIBIT A
RAMBUS TRANSCEIVER SPECIFICATION
(10 page document attached)
-8-
<PAGE>
RTransciever
Description
The Rambus/TM/ Transceiver (RTransceiver/TM/) is a Secondary Channel
isolation device used on all Secondary Rambus Modules (RModules/TM/). By
creating a Secondary Channel on an RModule that is electrically isolated from
the Primary Channel it is connected to, the RTransceiver allows the combined
Channel to be expanded beyond the 32 device limit for a single Channel. With ten
RModules able to fit on a Primary Channel, up to 320 devices can be supported by
using a single RTransceiver on each RModule.
RTransceiver Features
[_] 500 MB/sec peak transfer rate
[_] Electrically isolates RDRAMs by creating a Secondary Channel
[_] Acts as a bridge between Primary and Secondary Channels
[_] Low round trip latency to Secondary Channel of four clock cycles
[_] Reduces loading by RModules on Primary Channel
[_] Used on all Secondary RModules
[_] Small footprint 42 pin Surface Vertical Package (SVP)
[_] Logical Channel isolation capability
Rambus System Overview
A typical Rambus memory system has three main elements: the Rambus Channel,
the Rambus DRAMs, and a Rambus Interface on a controller. In addition to this,
expandable systems employ RModules and RSockets for memory upgrade purposes. A
typical system containing these components is shown in the figure below.
The physical length of any one Rambus Channel is currently limited to
approximately 10 cm. This length is determined by a 2 nanosecond propagation
delay constraint for signals traveling from end to end on the Channel. Because
of this, a Rambus Channel can accommodate up to 32 RDRAMs, ten RSockets, or some
combination of the two. Since each RModule can hold up to 32 RDRAMs, a fully
configured system can have up to 320 RDRAMs while a minimum system can have as
few as one.
[ARTWORK OF A RAMBUS SYSTEM EXAMPLE]
-9-
<PAGE>
[RTransceiver Overview Block Diagram]
RTransceiver Overview
The Rambus Transceiver is a buffering device used on some Rambus memory
expansion modules. Two types of RModules can be used for memory expansion. The
first type, called a Primary RModule, contains only RDRAMs and essentially
extends the length of the Channel it connects to in order to add more memory.
Use of this type limits expansion to just one RModule and is constrained by
overall Channel length limitations.
For systems requiring multiple modules or greater Channel capacity, a
RTransceiver is added to form a Secondary RModule. For this, each RModule
contains a RTransceiver at its socketed end. This is used to create a separate
Secondary Channel on the RModule that is electrically isolated from the
Primary Channel it is being connected to. By acting as a low latency repeater,
the RTransceiver facilitates bi-directional communication between Channels.
The diagram below shows an example of a system using two Secondary RModules
for memory expansion. The controller is able to access all RDRAMs in the
system while incurring a small latency when accessing RDRAMs on the Secondary
RModules. This latency is an integral number of clock cycles and can be
adjusted for in the controller logic or by adjusting the Delay Registers in
the RDRAMs.
Isolation
Although the RTransceiver is designed to act as a bridge between a Primary and
Secondary Channel, there are times where it may be useful to temporarily
disconnect the two Channels. The RTransceiver provides an Isolate input in
order to facilitate this.
The figure illustrates a potential graphics system that contains from buffer
memory and a Rambus compatible DAC on the Secondary Channel while the Primary
Channel contains system memory. In this example, the Rambus DAC acts as a
Secondary Channel master device used to read the frame buffer. While doing
this without isolation, the DAC would consume bandwidth on both the Primary
and Secondary Channels. If the Isolate input is asserted while the DAC reads
the frame buffer, only the Secondary Channel is affected. This leaves the
Primary Channel available for system memory accesses.
The Isolate input to the RTransceiver is designed to operate at Rambus
Signaling Logic levels, but may also be driven by rail-to-rail CMOS levels.
[DRAM Graph appears here]
-10-
<PAGE>
RTransceiver Block Diagram
[Diagram of RTranseiver]
-11-
<PAGE>
42-Pin SVP
[Diagram of 42-Pin SVP]
Pin Descriptions
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
SIGNAL/a/ I/O DESCRIPTION
================================================================================
<S> <C> <C>
BusData [8:0] I/O Bus Data for request, write and read data
SBusData [8:0] packets. Low-swing signal referenced to
Vref.
- --------------------------------------------------------------------------------
BusCtrl I/O Control signal to frame packets, to
SBusCtrl transmit part of the operation code, and
to acknowledge requests. Low-swing signal
referenced to Vref.
- --------------------------------------------------------------------------------
BusEnable I Control signal to enable the bus. Low-
SBusEnable O swing signal referenced to Vref.
- --------------------------------------------------------------------------------
TxClk I Transmit clock. Connects to ClockToMaster
on the Primary Channel. This clock is
aligned with acknowledge and read data
packets on the Primary Channel. Low-swing
signal referenced to Vref.
- --------------------------------------------------------------------------------
RxClk I Receive clock. Connects to ClockFromMaster
on the Primary Channel. This clock is
aligned with request and write data
packets on the Primary Channel. Low-swing
signal referenced to Vref.
- --------------------------------------------------------------------------------
SBusClk I Transmit and Receive clock for Secondary
Channel. Low-swing signal referenced to
Vref.
- --------------------------------------------------------------------------------
SClkToEnd O Source clock for Secondary Rambus Channel.
Low-swing signal referenced to Vref.
- --------------------------------------------------------------------------------
Vref I Logic threshold reference for low-swing
SVref signals.
- --------------------------------------------------------------------------------
Vdd, VddA/b/ Power supply. VddA is a separate analog
supply.
- --------------------------------------------------------------------------------
Gnd, GndA Ground. GndA is a separate analog ground.
- --------------------------------------------------------------------------------
Isolate I Control signal to stop transmission in
both directions. Low-swing signal
referenced to Vref.
- --------------------------------------------------------------------------------
CCtlPgm I Current Control Program. Connected to
SCCtlPgm current control resistors whose other
terminals are connected to Vterm.
- --------------------------------------------------------------------------------
</TABLE>
a. The prefix S on signal names indicates a Secondary Channel signal.
b. The mechanical support (MS) at each end of the Transceiver must be
connected to Vdd as labeled for proper operation.
-12-
<PAGE>
ABSOLUTE MAXIMUM RATINGS
The following table represents stress ratings only, and
functional operation at the maximums is not guaran-
teed. Extended exposure to the maximum ratings may
affect device reliabilty. Furthermore, although devices
contain protective circuitry to resist damage from static
electric discharge, always take precautions to avoid
high static voltages or electric fields.
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
SYMBOL PARAMETER MIN MAX UNIT
======================================================================================================================
<C> <S> <C> <C> <C>
\V\LABS Voltage applied to any RSL pin with respect to Gnd -0.5 \V\DD+\0.5\ V
- ----------------------------------------------------------------------------------------------------------------------
\V\DD,ABS Voltage on VDD with respect to Gnd -0.5 \V\DD,MAX+\1.0\ V
- ----------------------------------------------------------------------------------------------------------------------
\T\J,ABS Junction temperature under bias -55 125 (degree)C
- ----------------------------------------------------------------------------------------------------------------------
\T\STORE Storage temperature -55 125 (degree)C
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
CAPACITANCE
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
SYMBOL PARAMETER AND CONDITIONS MIN MAX UNIT
===========================================================================================================================
<C> <S> <C> <C> <C>
\C\I Low-swing input parasitic capacitance 3 pF
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
RECOMMENDED ELECTRICAL CONDITIONS
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
SYMBOL PARAMETER AND CONDITIONS MIN MAX UNIT
===========================================================================================================================
<C> <S> <C> <C> <C>
\V\DD, VDDA Supply voltage 2.97 3.63 V
- ---------------------------------------------------------------------------------------------------------------------------
\V\REF Reference voltage 1.9 2.4 V
- ---------------------------------------------------------------------------------------------------------------------------
\V\IL Input low voltage/a/ \V\REF\-0.8\ \V\REF-\0.2\ V
- ---------------------------------------------------------------------------------------------------------------------------
\V\IH Input high voltage/1/ \V\REF-\0.2\ \V\REF+\0.8\ V
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
a. Although the isolate pin follows these parameters, it is expected that users
will drive it with full rail CMOS levels.
ELECTRICAL CHARACTERISTICS
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
SYMBOL PARAMETER AND CONDITIONS MIN MAX UNIT
===========================================================================================================================
<C> <S> <C> <C> <C>
\I\REF \V\REF \current\ @ -10 10 /microns/A
\V\REF,MAX=2.4V
- ---------------------------------------------------------------------------------------------------------------------------
\I\OH Output high current @ -10 10 /microns/A
(\Oless thanV\OUT\less than VDD\)
- ---------------------------------------------------------------------------------------------------------------------------
\I\OL Output low current @ \V\OUT\=1.6V\ 35 mA
- ---------------------------------------------------------------------------------------------------------------------------
\deltaI\OL Error in programmed output low current mA
(from unit to unit)
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
-13-
<PAGE>
Recommended Timing Conditions
<TABLE>
<CAPTION>
Symbol Parameter Min Max Unit
- ------------------------------------------------------------------------------------------------------------------------------------
<C> <S> <C> <C> <C>
/t/CR, /t/CF TxClk and RxClk input rise and fall times 0.3 0.7 ns
- ------------------------------------------------------------------------------------------------------------------------------------
/t/CYCLE TxClk and RxClk cycle times 4 10 ns
- ------------------------------------------------------------------------------------------------------------------------------------
/t/TICK Transport time per bit per pin 0.5 (2ns at 0.5 (2ns at /t/CYCLE
/t/CYCLE=4ns) /t/CYCLE=4ns)
- ------------------------------------------------------------------------------------------------------------------------------------
/t/CH, /t/CL TxClk and RxClk high and low times 45% 55% /t/CYCLE
- ------------------------------------------------------------------------------------------------------------------------------------
/t/TR TxClk-RxCLK differential 0 /t/CYCLE/-1.2/ ns
- ------------------------------------------------------------------------------------------------------------------------------------
/t/DR, /t/DF Data/Control input rise and fall times ns
- ------------------------------------------------------------------------------------------------------------------------------------
/t/QR, /t/QF Data/Control output rise and fall times ns
- ------------------------------------------------------------------------------------------------------------------------------------
/t/S Data/Control-to-RxClk setup time 0.35 ns
- ------------------------------------------------------------------------------------------------------------------------------------
/t/H RxClk-to-Data/Control hold time 0.35 ns
- ------------------------------------------------------------------------------------------------------------------------------------
/t/Q TClk-to-Data/Control output time /t/CYCLE//4 - 0.35/ /t/CYCLE/4 + 0.35 ns
- ------------------------------------------------------------------------------------------------------------------------------------
/t/LOCK Internal clock generator lock time 1500 (6microseconds /t/CYCLE
at /t/CYCLE/=4ns)/
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Rambus Channel Timing
The Rambus channel timings shown below are presented to show important timings
on the Rambus channel for common operations. All timings are from the point of
view of the channel master, and thus have the bus overhead delay of 4ns per bus
transversal included where appropriate.
<TABLE>
<CAPTION>
Symbol Parameter Min Max Unit
- ------------------------------------------------------------------------------------------------------------------------------------
<C> <S> <C> <C> <C>
/t/XLAT Roundtrip latency difference between identical slave devices - 4 /t/CYCLE
on the Primary Channel versus the Secondary Channel
- ------------------------------------------------------------------------------------------------------------------------------------
/t/XAISO Time from assertion of Isolate to High impedance on both 0 7 /t/CYCLE
Primary and Secondary Channels
- ------------------------------------------------------------------------------------------------------------------------------------
/t/XDISO Time from deassertion of Isolate to return of transceiving 0 7 /t/CYCLE
function
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
-14-
<PAGE>
Rise/Fall Timing
[DIAGRAM OF RISE/FALL TIMING]
Clock Timing
[DIAGRAM OF CLOCK TIMING]
Receive Data Timing
[DIAGRAM OF RECEIVE DATA TIMING]
-15-
<PAGE>
Transmit Data Timing
[DIAGRAM OF TRANSMIT DATA TIMING]
Read Hit to Primary Slave Timing Diagram
[DIAGRAM OF READ HIT TO PRIMARY SLAVE TIMING DIAGRAM]
Read Hit to Secondary Slave Timing Diagram
[DIAGRAM OF READ HIT TO SECONDARY SLAVE TIMING DIAGRAM]
-16-
<PAGE>
[WRITE HIT TO PRIMARY SLAVE TIMING DIAGRAM]
[WRITE HIT TO SECONDARY SLAVE TIMING DIAGRAM]
-17-
<PAGE>
Surface Vertical Package (SVP42) Package Outline mm (mils)
[DIAGRAM OF SURFACE VERTICAL PACKAGE (SVP42) PACKAGE OUTLINE mm (mils)]
-18-
<PAGE>
EXHIBIT B
MINIMUM DELIVERABLES FOR RAMBUS TRANSCEIVER
o Data base files including net lists and layout data in Cadence Edge
format with an "Opus" representation translated by Rambus from the Edge
representation.
o Test fixture information and test vectors for HP83000 tester
o Logic diagrams
o Circuit schematics
o Check list for electromigration
o Simulation results by HSpice
o Timing diagrams
<PAGE>
SUPPLEMENT NO. 6 TO
SEMICONDUCTOR TECHNOLOGY LICENSE AGREEMENT
This Supplement No. 6 to Semiconductor Technology License
Agreement (the "Supplement") is entered into as of December 27, 1994 by and
between Rambus, Inc., a California corporation with a principal place of
business at 2465 Latham Street, Mountain View, California 94040 U.S.A.
("Rambus"), and NEC Corporation, a Japanese corporation with a principal place
of business at 7-1, Shiba 5-chome, Minato-ku, Tokyo 108-01, Japan ("NEC").
WHEREAS, in 1991 Rambus and NEC entered into a Semiconductor
Technology License Agreement (the "Original Agreement");
WHEREAS, the parties desire to develop a 64 Megabit RDRAM (as
defined hereinbelow) for NEC's second generation 64 megabit DRAM process
technology.
NOW, THEREFORE, the parties supplement the Original Agreement as
follows:
1. DEFINITIONS.
1.1. The capitalized terms defined in the Original Agreement
shall have the same meaning in this Supplement as therein.
1.2. In addition to Section 1.1 above, the following terms shall
have the meaning set forth below:
1.2.1. "64 Megabit RDRAM" means a 64 megabit DRAM Rambus
Memory Device.
1.2.2. "NEC Process Technology" means the second generation
64 megabit DRAM process technology adopted by NEC.
1.2.3. "Implementation Package" means an implementation
package for a 64 Megabit RDRAM based on the NEC Process Technology, consisting
of final specifications, sized transistor schematics, floor plan, process
correct layout data base, and preliminary test vectors.
1.2.4. "Background Intellectual Property" means Patents used
or incorporated in the 64 Megabit RDRAM.
1.2.5. "Results" means all information, inventions,
technology, technical documentation, designs (including circuit designs),
materials and know-how which Rambus provides NEC in the course of implementing
this Supplement.
<PAGE>
1.2.6. "New Intellectual Property" means all patents, patent
applications, copyrights and other intellectual property rights in all countries
of the world which will be developed by Rambus in the course of implementing
this Supplement and which are to be used or incorporated in Results.
2. SCOPE OF THE WORK BY RAMBUS.
2.1. Within ten (10) days after the date of this Supplement, Rambus
shall provide to NEC a preliminary data sheet for a 64 Megabit RDRAM, which will
contain an overview of key features, key differences, with respect to
implementation of the Rambus interface, between a 64 megabit DRAM and 16 Megabit
RDRAM; and such key target specifications as power and latency goals.
2.2. Rambus will use its best efforts to provide to NEC, by
June 30, 1995, a detailed specification of the 64 Megabit RDRAM, which will
include a complete feature description, full register definition, and
input/output characteristics.
2.3. Rambus will use its best efforts to provide to NEC, by
August 15, 1995, a core interface document for the 64 Megabit RDRAM, which will
contain a description of core functions, core interface pin placement, and core
interface timing.
3. DEVELOPMENT OPTIONS FOR LAYOUT DATABASE.
Within thirty (30) days after both Rambus' delivery to NEC of the
64 Megabit RDRAM specification pursuant to Section 2.2 above and NEC's delivery
to Rambus of the first test wafer run pursuant to Section 4.2 below, NEC will
elect, by written notice to Rambus, whether to proceed pursuant to Section 3.1
below or 3.2 below.
3.1. Joint development:
3.1.1. If NEC elects to proceed pursuant to this Section 3.1,
then Rambus will use its best efforts to provide to NEC, by June 15, 1996, a
complete Implementation Package. It is understood and agreed that because of the
CAD process, the layout may not be completely optimized but will be functional
to the core specification. In addition, Rambus agrees to provide to NEC sixty
(60) person days of consulting and evaluation with respect to NEC's 64 Megabit
RDRAM.
-2-
<PAGE>
3.1.2. If agreed by the parties, an NEC engineer may
participate at Rambus in the development of the Implementation Package. NEC will
reimburse Rambus' cost of providing any necessary computer, equipment, or
facilities necessary to support the NEC engineer. This engineer will remain an
NEC employee, and NEC will be responsible for all compensation, benefits,
expense reimbursement, and other payments to this employee. All work performed
by such NEC engineer resident at Rambus' facility shall be owned exclusively by
Rambus, and NEC irrevocably transfers and assigns such ownership to Rambus. All
other terms governing the engineer's activities while at Rambus will be mutually
agreed upon by NEC and Rambus before the engineer begins work at Rambus.
3.2. NEC development:
3.2.1. If NEC elects to proceed pursuant to this Section 3.2,
then Rambus will use its best efforts to provide to NEC netlist and verification
vectors for the 64 Megabit RDRAM when most of the functionality has been
implemented. This is currently expected to be by December 1995. Rambus will
provide to NEC updates to the netlist and verification vectors approximately
every sixty (60) days until the netlist and verification vectors are finalized.
NEC will implement the layout database for the 64 Megabit RDRAM, working from
the specification, netlist, and verification vectors provided by Rambus. NEC's
design must be one hundred percent (100%) compatible with Rambus' specification
and design. In addition, Rambus will provide up to twenty (20) person days of
assistance to transfer the Rambus information and respond to questions from NEC
with respect to the netlist and verification vectors.
4. NEC'S ASSISTANCE AND OBLIGATIONS.
4.1. By March 15, 1995 NEC will provide to Rambus preliminary
layout design rules, as well as transistor spice models and process
characteristics, for the NEC Process Technology. If NEC elects to proceed
pursuant to Section 3.1 above, then NEC will provide to Rambus final layout
design rules and transistor models for the NEC process by December 15, 1995 or
as soon as available. NEC acknowledges that any delay in providing these items
to Rambus may result in a delay in the schedule specified in Sections 2 and 3
above. If the process characteristics for the NEC Process Technology provided to
Rambus by NEC are incompatible with achievement of the target specifications
developed by Rambus pursuant to Section 2.1 above, then NEC and Rambus agree
that they will use best efforts to jointly agree to modifications of the target
specifications, the NEC Process Technology, or a combination of both as
necessary to achieve compatibility.
4.2. NEC agrees, at its expense, to use its best efforts to
promptly manufacture and deliver to Rambus test wafers, with a test structure
jointly designed by Rambus and NEC, for the purposes of extraction by Rambus of
detailed transistor and process characteristics. For the first
-3-
<PAGE>
test wafer run, Rambus expects to deliver a layout database for such test
structure six (6) weeks after receipt of the preliminary design rules from NEC
pursuant to Section 4.1 above. If NEC elects to proceed pursuant to Section 3.1
above, then NEC will provide to Rambus a second test wafer run based on the
final version of the NEC Process Technology at least sixty (60) days prior to
the delivery by Rambus of the Implementation Package pursuant to Section 3.1.1
above. NEC acknowledges the changes from the preliminary design rules to the
final version of the NEC Process Technology may require a change in the layout
database for the test structure. NEC further acknowledges that any delay in
providing the test wafers to Rambus may result in a delay in the schedule
specified in Sections 2 and 3 above. In addition, NEC agrees to include the test
structure in two (2) to five (5) sites on initial prototype runs of 64 Megabit
RDRAM die.
4.3. NEC agrees to use its best efforts to develop, manufacture,
market, and sell production 64 Megabit RDRAMs. NEC will use its best efforts to
redesign the 64 Megabit RDRAM for improved processes to reduce manufacturing
cost, in a manner equivalent to such redesigns for NEC's commodity 64 megabit
DRAM. NEC agrees that its 64 Megabit RDRAM will be one hundred percent (100%)
compatible with Rambus' 64 Megabit RDRAM specification and design. NEC agrees,
and it is a condition of NEC's rights pursuant to this Supplement, that NEC use
its best efforts to develop, manufacture, market, and sell production quantities
of NEC 64 Megabit RDRAMs within three (3) years after the date of this
Supplement.
5. PAYMENTS.
5.1. In partial consideration for Rambus' development services
hereunder, NEC will pay to Rambus a development fee of (1) if NEC elects to
proceed pursuant to Section 3.1 above, [***], and (2) if NEC elects to proceed
pursuant to Section3.2 above, [***], as follows:
(i) [***] within thirty (30) days after the later of April 14,
1995 or the date when Rambus gives NEC a preliminary data sheet pursuant to
Section 2.1 and a layout database of the test chip for a 64 Megabit RDRAM
pursuant to Section 4.2;
(ii) [***] within thirty (30) days after the date when Rambus
gives NEC a core interface document for the 64 Megabit RDRAM pursuant to
Section 2.3; and
(iii) if NEC elects to proceed pursuant to Section 3.1
above, [***] within thirty (30) days after Rambus' delivery to NEC of the
Implementation Package pursuant to Section 3.1.1 above.
These payments will be nonrefundable and shall not be recoupable against
any royalty or other payment obligations of NEC. The parties understand that
the [***] fee to be paid to Rambus represents partial reimbursement of the
-4-
[*] Confidential treatment requested.
<PAGE>
cost incurred by Rambus for development of the Implementation Package and for
related consulting, and accordingly shall not be subject to Japanese
withholding tax. However, if a Japanese tax authority does impose Japanese
withholding tax on this payment of [***], NEC will pay such tax (in addition
to the U.S.[***] paid to Rambus) and provide tax receipts to Rambus.
5.2. Any assistance provided by Rambus in addition to that
provided pursuant to Section 3.1.1 or Section 3.2.1 above, as applicable, shall
be provided at the rate of [***].
5.3. NEC shall reimburse to Rambus reasonable travel and related
living expenses incurred by Rambus in performing its obligations pursuant to
this Supplement, subject to an invoice issued by Rambus, within twenty (20)
calendar days after the receipt of such invoice, provided that Rambus shall
obtain NEC's written consent therefor in advance.
6. OWNERSHIP OF THE NEW INTELLECTUAL PROPERTY.
Rambus shall retain ownership of all Results and New Intellectual
Property developed by Rambus, including without limitation Results and New
Intellectual Property arising out of Rambus' performance of its obligations
pursuant to Sections2 and 3 above, and including without limitation the unsized
transistor netlist implementation of the 64 Megabit RDRAM, provided only that
the specific implementation of the 64 Megabit RDRAM in the NEC Process
Technology shall be owned by NEC. Subject to Section 3.1.2 above, NEC shall
retain ownership of all New Intellectual Property developed by NEC. New
Intellectual Property jointly developed by the parties shall be jointly and
equally owned by the parties. Each party shall be entitled to use, license,
transfer, and otherwise exploit its interest in the jointly owed New
Intellectual Property without notice or accounting to the other party, subject
to any confidentiality obligations to the other party. The parties shall
cooperate with respect to protection and enforcement of jointly owned New
Intellectual Property, to the extent the parties agree upon same in advance on a
case-by-case basis.
7. LICENSE OF THE BACKGROUND INTELLECTUAL PROPERTY.
The Background Intellectual Property, and the New Intellectual Property
owned by Rambus, contained in the Results shall be included in the Patents under
the Original Agreement, and the parties hereby confirm that the same rights and
licenses as granted under the Patents and the Confidential Information under the
Original Agreement shall be granted to NEC under the Background Intellectual
Property and the New Intellectual Property owned by Rambus, provided
-5-
[*] Confidential treatment requested.
<PAGE>
that NEC shall pay to Rambus royalties in accordance with the Section 4.3 of the
Original Agreement. It is understood and agreed that the 64 Megabit RDRAM shall
be considered a Rambus Memory for purposes of Section 4.3 of the Original
Agreement.
8. NO LICENSE REGARDING THE INFORMATION DISCLOSED TO RAMBUS.
Any and all information furnished by NEC to Rambus hereunder, including,
but not limited to, NEC Process Technology, and any intellectual property rights
incorporated or used in such information shall vest in NEC and no license or
authorization shall be granted to Rambus other than the authority to use them to
the extent necessary to Rambus' performance hereunder.
9. INDEMNIFICATION.
The parties hereto agree that Sections 6.2(a) and (b) of the Original
Agreement shall apply to any transactions, performances, rights and obligations,
interpretation, and any other matter of, under or with respect to this
Supplement, provided that "the Rambus Technology" in such sections shall be read
as "Results" hereunder.
10. TERM AND TERMINATION.
10.1. This Supplement shall be effective as of the date first
written above and automatically expire when all the deliverables to NEC
hereunder are accepted by NEC and the parties have performed their obligations
pursuant to Sections 4 and 5, unless terminated sooner pursuant to Section 10.2
below.
10.2. This Supplement may be terminated at any time before the
normal expiration pursuant to Section 10.1 above; (i) by mutual written consent
of the parties, (ii) by either party upon written notice to the other in the
event of a material breach of this Supplement by the other party hereto, if such
material breach is not cured within sixty (60) days after the receipt of written
notice specifying the nature of such material breach, or (iii) by either party
upon written notice to the other party in the event of bankruptcy or insolvency
of the other party.
10.3. If this Supplement is terminated pursuant to Section 10.2,
Background Intellectual Property, and New Intellectual Property owned by Rambus,
contained in Results already provided to NEC shall be licensed to NEC pursuant
to Section 7 hereof.
-6-
<PAGE>
10.4. Any termination hereunder shall be in addition to any other
remedy either party may have at law or in equity.
10.5. This Supplement shall be effective so long as the Original
Agreement is effective and shall automatically expire if the Original Agreement
is terminated or expire by any cause. Termination of this Supplement, however,
for default hereof, shall be severable from termination of the Original
Agreement and Supplement Nos. 1, 2, 3, 4, and 5 thereto. That is, this
Supplement shall be terminable, in accordance with the procedures specified
hereinabove, by either party, but any such termination of this Supplement shall
not result in termination of the Original Agreement or any other Supplement
thereto.
10.6. The provisions in Sections 4.3, 6, 7, 8, 9, 10.3, 10.4, 12,
13 and 14 shall survive any termination of this Supplement and remain in force
and after such termination hereof.
11. NOTICE REGARDING THIS SUPPLEMENT.
Any notice hereunder and any delivery hereunder shall be sent to
the following address:
If sent to NEC: General Manager
LSI Memory Division
NEC Corporation
1120, Shimokuzawa, Sagamihara
Kanagawa 229, Japan
If sent to Rambus: President
Rambus Inc.
2465 Latham Street
Mountain View, California 94040 U.S.A.
Any notice other than under this Supplement or Supplement Nos. 1,
2, 3, 4, and 5 shall be sent to the address set forth in Section 10.4 of the
Original Agreement.
12. ANNOUNCEMENT OF 64 MEGABIT RDRAM.
During the first calendar quarter of 1995 (unless Rambus, in its
discretion, postpones the date), NEC agrees to publicly announce that it is in
development of a 64 Megabit RDRAM for
-7-
<PAGE>
introduction and sampling within two (2) years. At the same time, NEC will
communicate the same information to all of its marketing and sales personnel and
its sales representatives.
13. TERMS AND CONDITIONS OF THE ORIGINAL AGREEMENT.
13.1. Other than expressly set forth herein, the terms and conditions of
the Original Agreement, including, but not limited to, Sections 5, 7, 9 and 10
thereof, shall be applied to any transactions, performances, rights and
obligations, interpretation, and any other matter of, under or with respect to
this Supplement. Information exchanged by the parties pursuant to this
Supplement shall be treated as if disclosed under the Original Agreement,
provided that notwithstanding Section 5.1(b) of the Original Agreement, the
parties may use such information for performance of their obligations, and
exercise of their rights, specified herein.
13.2. In all respects, the Original Agreement, as previously
supplemented and amended, shall remain unmodified and in full force and effect.
14. ENTIRE AGREEMENT.
This Supplement, Supplement Nos. 1, 2, 3, 4, and 5, and the
Original Agreement constitute the entire agreement between the parties with
respect to the subject matter hereof, and supersede all previous agreements or
understandings, whether oral or written, between the parties hereto with respect
to the subject matter hereof.
The parties hereto execute this Supplement in duplicate as the dates
below:
RAMBUS INC. NEC CORPORATION
BY: /s/ GARY HARMON BY: /s/ KENJI TOKUYAMA
----------------------------- -----------------------------
TITLE: Vice President TITLE: General Manager
-------------------------- --------------------------
DATE: 12/13/94 DATE: 12/27/94
--------------------------- ---------------------------
-8-
<PAGE>
SUPPLEMENT NO. 8 TO
SEMICONDUCTOR TECHNOLOGY LICENSE AGREEMENT
This Supplement No. 8 to Semiconductor Technology License Agreement (the
"Supplement") is entered into as of the date last entered below by and between
Rambus, Inc., a California corporation with a principal place of business at
2465 Latham Street, Mountain View, California 94040 U.S.A. ("Rambus"), and NEC
Corporation, a Japanese corporation with a principal place of business at 7-1,
Shiba 5-chome, Minato-ku, Tokyo 108-01, Japan ("NEC").
WHEREAS, in 1991 Rambus and NEC entered into a Semiconductor
Technology License Agreement (as previously supplemented and amended, the
"License Agreement");
WHEREAS, the parties desire to further amend the License Agreement to
include the license to NEC of the 18 Megabit Concurrent RDRAM and engineering
support by Rambus for both the 64 Megabit RDRAM and the 18 Megabit Concurrent
RDRAM, as defined hereinbelow, on the terms and conditions set forth herein;
NOW, THEREFORE, the parties supplement the License Agreement as follows:
1. Definitions and Related Matters.
1.1 The capitalized terms defined in the License Agreement shall have
the same meaning in this Supplement as therein.
1.2 In addition to Section 1.1 above, the following terms shall have
the meaning set forth below:
1.2.1 "18 Megabit Concurrent RDRAM" means a 18 Megabit DRAM
Rambus Memory Device with the same feature set as the 64 Megabit RDRAM being
developed by the parties pursuant to Supplement No. 6 to the License Agreement
(as such feature set may change from time to time during such development),
except that it will have two (2) banks and 1024 rows.
1.2.2 "Rambus Memory Device" as defined in Section 1.2 of the
License Agreement shall also include the 18 Megabit Concurrent RDRAM.
1.2.3 "Rambus Technology," as defined in Section 1.1 of the
License Agreement, shall also include all information, inventions, technology,
technical documentation, designs, materials and know-how which describe or
enable the use of the 18 Megabit Concurrent
107
<PAGE>
RDRAM developed hereunder and which Rambus provides NEC during the term of this
Supplement.
1.2.4 "Background Intellectual Property" means Patents used or
incorporated in the 18 Megabit Concurrent RDRAM.
1.2.5 "Results" means all information, inventions, technology,
technical documentation, designs (including circuit designs), materials and
know-how which Rambus provides NEC in the course of implementing this
Supplement.
1.2.6 "New Intellectual Property" means all patents, patent
applications, copyrights and other intellectual property rights in all countries
of the world which will be developed by Rambus in the course of implementing
this Supplement and which are to be used or incorporated in Results.
2. Development of 18 Megabit Concurrent RDRAM.
2.1. Rambus will use its best efforts to provide to NEC preliminary
schematics, test vectors and behavioral Verilog model for the 18 Megabit
Concurrent RDRAM by September 20, 1996.
2.2. Rambus will provide to NEC updates to the netlist and
verification vectors approximately every sixty (60) days until the netlist and
verification vectors are finalized. NEC will implement the layout database for
the 18 Megabit Concurrent RDRAM, working from the specification, netlist, and
verification vectors provided by Rambus. NEC's design must be one hundred
percent (100%) compatible with Rambus' specification. Before specification
changes are made, Rambus will use its best efforts to solicit and carefully
consider NEC's input.
2.3. NEC agrees to use its best efforts to develop and market the
18 Megabit Concurrent RDRAM. NEC is responsible for making the core
modifications for the 18 Megabit Concurrent RDRAM to Rambus' specification. NEC
will assign and maintain a design team of appropriate size and skills. Such
design team will also be responsible for developing the layout of the Rambus
interface portion of the 18 Megabit Concurrent RDRAM including sized transistors
and timing simulation.
2.4. NEC agrees to use its best efforts to meet all applicable
specifications and develop, fully characterize, and to use commercially
reasonable efforts to ship production quantities of full-specification 18
Megabit Concurrent RDRAMs during 1997.
-2-
108
<PAGE>
2.5. NEC may also develop Compatible derivatives of the 18 Megabit
Concurrent RDRAM, (i.e. 8 Megabit and 16 Megabit versions).
3. Development Support of 64 Megabit RDRAM.
3.1. In addition to its obligations included in Supplement No. 6
to the License Agreement, Rambus will use its best efforts to provide behavioral
Verilog model and test vectors; I/O cell, DLL schematics and preliminary layout
in Opus format; and DLL circuit simulation files by September 20, 1996.
3.2. Rambus will provide to NEC updates to the deliverables
pursuant to Section 3.1 above approximately every sixty (60) days until such
deliverables are finalized.
4. Development Fee, Royalties. and Other Payments.
4.1 In partial consideration for Rambus' development services
hereunder, NEC will pay to Rambus a development fee of [***], as follows:
(i) [***] within thirty (30) days after delivery to NEC of the
schematics, test vectors and Verilog model pursuant to Section 2.1 above and
the I/O cell and DLL schematics pursuant to Section 3.1 above; and
(ii) [***] within thirty (30) days after tapeout by NEC of the 18
Megabit Concurrent RDRAM.
These payments will be nonrefundable and shall not be recoupable against any
royalty or other payment obligations of NEC. The parties understand that the
[***] fee to be paid to Rambus represents partial reimbursement of the cost
incurred by Rambus for development support and for related consulting, and
accordingly shall not be subject to Japanese withholding tax. However, if a
Japanese tax authority does impose Japanese withholding tax on these payments,
NEC will pay such tax (in addition to the U.S.[***] paid to Rambus) and
provide tax receipts to Rambus.
4.2. The royalties applicable for Sales of 18 Megabit Concurrent
RDRAMs shall be paid to Rambus under the License Agreement for Rambus Memory
Devices.
-3-
109
[*] Confidential treatment requested.
<PAGE>
4.3. NEC shall reimburse to Rambus reasonable travel and related
living expenses incurred by Rambus in performing its obligations pursuant to
this Supplement, subject to an invoice issued by Rambus, within twenty (20)
calendar days after the receipt of such invoice.
5. Ownership of the New Intellectual Property.
Rambus shall retain ownership of all Results and New Intellectual
Property developed by Rambus, including without limitation Results and New
Intellectual Property arising out of Rambus' performance of its obligations
pursuant to Section 2 above, and including without limitation the unsized
transistor netlist implementation of the 18 Megabit RDRAM, provided only that
the specific implementation of the 18 Megabit RDRAM in the NEC Process
Technology shall be owned by NEC. NEC shall retain ownership of all New
Intellectual Property developed by NEC. New Intellectual Property jointly
developed by the parties shall be jointly and equally owned by the parties. Each
party shall be entitled to use, license, transfer, and otherwise exploit its
interest in the jointly owed New Intellectual Property without notice or
accounting to the other party, subject to any confidentiality obligations to the
other party. The parties shall cooperate with respect to protection and
enforcement of jointly owned New Intellectual Property, to the extent the
parties agree upon same in advance on a case-by-case basis.
6. License of the Background Intellectual Property.
The Background Intellectual Property, and the New Intellectual
Property owned by Rambus, contained in the Results shall be included in the
Patents under the License Agreement, and the parties hereby confirm that the
same rights and licenses as granted under the Patents and the Confidential
Information under the License Agreement shall be granted to NEC under the
Background Intellectual Property and the New Intellectual Property owned by
Rambus, provided that NEC shall pay to Rambus royalties in accordance with the
Section 4.3 of the License Agreement. It is understood and agreed that the 18
Megabit RDRAM shall be considered a Rambus Memory for purposes of Section 4.3 of
the License Agreement.
7. No License Regarding the Information Disclosed to Rambus.
Any and all information furnished by NEC to Rambus hereunder, including,
but not limited to, NEC Process Technology, and any intellectual property rights
incorporated or used in such information shall vest in NEC and no license or
authorization shall be granted to Rambus other than the authority to use them to
the extent necessary to Rambus' performance hereunder.
-4-
110
<PAGE>
8. Indemnification.
The parties hereto agree that Sections 6.2(a) and (b) of the
License Agreement shall apply to any transactions, performances, rights and
obligations, interpretation, and any other matter of, under or with respect to
this Supplement, provided that "the Rambus Technology" in such sections shall be
read as "Results" hereunder.
9. Term and Termination.
9.1. This Supplement shall be effective as of the date last
written below and automatically expire when all the deliverables to NEC
hereunder are accepted by NEC and the parties have performed their obligations
pursuant to Sections 2, 3 and 4, unless terminated sooner pursuant to Section
9.2 below.
9.2. This Supplement may be terminated at any time before the
normal expiration pursuant to Section 9.1 above (i) by mutual written consent of
the parties, (ii) by either party upon written notice to the other in the event
of a material breach of this Supplement by the other party hereto, if such
material breach is not cured within sixty (60) days after the receipt of written
notice specifying the nature of such material breach, or (iii) by either party
upon written notice to the other party in the event of bankruptcy or insolvency
of the other party.
9.3. If this Supplement is terminated pursuant to Section 9.2,
Background Intellectual Property, and New Intellectual Property owned by Rambus,
contained in Results already provided to NEC shall be licensed to NEC pursuant
to Section6 hereof.
9.4. Any termination hereunder shall be in addition to any other
remedy either party may have at law or in equity.
9.5. This Supplement shall be effective so long as the License
Agreement is effective and shall automatically expire if the License Agreement
is terminated or expire by any cause. Termination of this Supplement, however,
for default hereof, shall be severable from termination of the License
Agreement. That is, this Supplement shall be terminable, in accordance with the
procedures specified hereinabove, by either party, but any such termination of
this Supplement shall not result in termination of the License Agreement or any
other Supplement thereto.
9.6. The provisions in Sections 5, 6, 7, 8, 9.3, 9.4 and 11 shall
survive any termination of this Supplement and remain in force and after such
termination hereof.
-5-
111
<PAGE>
10. Notice Regarding this Supplement.
Any notice hereunder and any delivery hereunder shall be sent to the
following address:
If sent to NEC: General Manager
1st LSI Memory Division
NEC Corporation
1120, Shimokuzawa, Sagamihara
Kanagawa 229, Japan
If sent to Rambus: President
Rambus Inc.
2465 Latham Street
Mountain View, California 94040 U.S.A.
11. Terms and Conditions of the License Agreement.
11.1. Other than expressly set forth herein, the terms and
conditions of the License Agreement, including, but not limited to, Sections5,
7, 9 and 10 thereof, shall be applied to any transactions, performances, rights
and obligations, interpretation, and any other matter of, under or with respect
to this Supplement. Information exchanged by the parties pursuant to this
Supplement shall be treated as if disclosed under the License Agreement,
provided that notwithstanding Section 5.1(b) of the License Agreement, the
parties may use such information for performance of their obligations, and
exercise of their rights, specified herein.
11.2 In all respects, the License Agreement, as previously
supplemented and amended, shall remain unmodified and in full force and effect.
In the event of any inconsistency or conflict, the provisions of this Supplement
shall control and govern over the provisions of the License Agreement.
The parties hereto execute this Supplement in duplicate as the dates below:
NEC CORPORATION RAMBUS INC.
By: /s/ KENJI TOKUYAMA By: /s/ GARY HARMON
-------------------------------- --------------------------------
Print Name: Kenji Tokuyama Print Name: Gary Harmon
------------------------- ------------------------
Title: General Manager Title: Vice President
------------------------------ -----------------------------
Date: September 27, 1996 Date: September 17, 1996
------------------------------- ------------------------------
-6-
112
<PAGE>
SUPPLEMENT NO. 9 TO
SEMICONDUCTOR TECHNOLOGY LICENSE AGREEMENT
This Supplement No. 9 (the "Supplement") to the parties' Semiconductor
Technology License Agreement is entered into as of the date last entered below
by and between Rambus Inc., a California corporation with principal offices at
2465 Latham Street, Mountain View, California 94040, U.S.A. ("Rambus") and NEC
Corporation, a Japanese corporation with a principal place of business at 7-1,
Shiba 5-chome, Minato-ku, Tokyo 108-01, Japan ("NEC").
WHEREAS, in 1991 Rambus and NEC entered into a Semiconductor Technology
License Agreement (as previously supplemented and amended, the "License
Agreement"); and
WHEREAS the parties desire to further amend the License Agreement to
include the development by Rambus, and license to NEC for use only in Rambus
Memory Devices, of certain additional "Rambus-2" interface technology, on the
terms and conditions set forth herein;
NOW, THEREFORE, the parties agree that the License Agreement is further
amended to include the following:
1. Definitions and Related Matters.
--------------------------------
Capitalized terms used in this Supplement shall have the meaning specified
therefor in the License Agreement, and, in addition, the following terms shall
have the meaning set forth below:
1.1. "Rambus-2 DRAM" means a DRAM which is Compatible with the Rambus-2
Interface Specification.
1.2. "Rambus-2 Implementation Package" means a non-process-specific
implementation package for the Rambus-specific interface portion of a Rambus-2
DRAM (x16), consisting of final specifications, unsized transistor schematics,
floor plan information, Verilog model, netlist and preliminary test vectors;
core implementation is not included.
1.3. Section 1.1 of the License Agreement is amended so that this
section begins as follows: "1.1 Rambus-1 Technology. 'Rambus-1 Technology'
-------------------
means the following items which are owned. . ."
1.4. The License Agreement is amended by adding thereto the following
definition of "Rambus-2 Technology": "Rambus-2 Technology. 'Rambus-2
--------------------
Technology' means the following items which are owned by Rambus or Rambus
Subsidiaries (or, subject to Section 2.6, licensed to Rambus or Rambus
Subsidiaries with the right to grant sublicenses of the scope granted herein):
(a) the bus interface technology described in Exhibit A-1 hereto;
(b) all information, inventions, technology, technical
documentation, designs
<PAGE>
(including circuit designs), materials and know-how which describe or enable the
use of such bus interface technology and which Rambus provides NEC during the
course of implementing this Agreement; and
(c) any upgrade, enhancement or improvement to the items
described in paragraphs(a) and (b) preceding which is created by or for Rambus
or its Subsidiaries during the term of this Agreement and which is Compatible.
'Rambus Technology' shall include the Rambus-2 Implementation Package and all
other implementation packages developed hereunder, as well as all information,
inventions, technology, technical documentation, designs, materials and know-how
which describe or enable the use of the Rambus-2 Implementation Package, and all
other implementation packages developed hereunder, and which Rambus provides NEC
during the term of this Agreement.O
1.5. The License Agreement is amended by adding, as a new Exhibit A-1
thereto, Exhibit A-1 attached to this Supplement.
1.6. The License Agreement is amended by adding thereto the following
definition of "Rambus Technology": "Rambus Technology. 'Rambus Technology'
-----------------
means Rambus-1 Technology and Rambus-2 Technology."
1.7. Section 1.11 of the License Agreement is amended to read in its
entirety as follows:
"Rambus-1 Interface Specification. 'Rambus-1 Interface
--------------------------------
Specification' means, at any time, the then most current version
of the Rambus-1 Technology interface specification finalized and
released by Rambus."
1.8. The License Agreement is amended by adding thereto the following
definition of "Rambus-2 Interface Specification": "Rambus-2 Interface
------------------
Specification. 'Rambus-2 Interface Specification' means , at any time, the then
- -------------
most current version of the Rambus-2 Technology interface specification
finalized and released by Rambus."
1.9. Section 1.12 of the License Agreement is amended to read in its
entirety as follows:
"1.12 Compatible. 'Compatible,' (including, 'Compatibility' and
----------
other variants) as applied to an integrated circuit, means that the
integrated circuit is fully compatible with either the Rambus-1
Interface Specification or the Rambus-2 Interface Specification
such that the integrated circuit can communicate with other
integrated circuits manufactured by licensees of Rambus which
comply with the Rambus-1 Interface Specification or the Rambus-2
Interface Specification, as applicable, and shall include protocol,
pin function, pin sequencing, pin pitch and electrical
specifications compatibility."
1.10. Section 1.2 of the License Agreement is amended so that clause
(iii) reads in its entirety as follows: "(iii) is Compatible with either the
Rambus-1 Interface Specification or the Rambus-2 Interface Specification."
-2-
<PAGE>
1.11. Section 1.4 of the License Agreement is amended so that clause
(iii) reads in its entirety as follows: "(iii) is Compatible with either the
Rambus-1 Interface Specification or the Rambus-2 Interface Specification."
1.12. Section 1.13 of the License Agreement is amended to read in its
entirety as follows:
"1.13 Rambus-1 Patents. 'Rambus-1 Patents' means all patents,
patent applications, copyrights, and other intellectual property
rights in all countries of the world which are owned by Rambus or
its Subsidiaries (or, subject to Section 2.6, licensed to Rambus
or its Subsidiaries with the right to grant sublicenses of the
scope granted herein) and which are required for the use of the
Rambus-1 Technology or for the manufacture, use and/or sale of
Rambus Products Compatible with the Rambus-1 Interface
Specification."
1.13. The License Agreement is amended by adding thereto the following
definition of "Rambus-2 Patents": "Rambus-2 Patents. 'Rambus-2 Patents' means
----------------
all patents, patent applications, copyrights, and other intellectual property
rights in all countries of the world which are owned by Rambus or its
Subsidiaries (or, subject to Section 2.6, licensed to Rambus or its Subsidiaries
with the right to grant sublicenses of the scope granted herein) and which are
required for the use of the Rambus-2 Technology or for the manufacture, use
and/or sale of Rambus Products Compatible with the Rambus-2 Interface
Specification."
1.14. Section 2.6 of the License Agreement is amended so that all
references to 'Patents' therein shall be changed to "Rambus-1 Patents or
Rambus-2 Patents"
1.15. The License Agreement is amended by adding thereto the following
definition of "Rambus-1 Confidential Information": "Rambus-1 Confidential
---------------------
Information. 'Rambus-1 Confidential Information' means Confidential Information
- ------------------------------------------------
pertaining to Rambus-1 Technology."
1.16. The License Agreement is amended by adding thereto the following
definition of "Rambus-2 Confidential Information": "Rambus-2 Confidential
---------------------
Information. 'Rambus-2 Confidential Information' means Confidential Information
- -----------
pertaining to Rambus-2 Technology."
1.17. Sections 2.1 and 2.2 of the License Agreement are amended to read
in their entirety as follows:
"2.1. Manufacturing and Distribution Rights.
-------------------------------------
(a) Commencing on the Effective Date of this Agreement,
Rambus hereby grants to NEC a worldwide, nonexclusive,
nontransferable license, under Rambus-1 Patents and Rambus-1
Confidential Information, to design, make, have made (subject to
Section 2.1(c) below), use, import, offer to sell, and sell Rambus
Products, Modules, Boards and System Products, provided that NEC's
right and license to sell Customer Specific Rambus Products and
Modules which contain any Customer Specific Rambus Products shall
be limited to sales:
(i) to third parties which have [***]
-3-
[*] Confidential treatment requested.
<PAGE>
[***]; or
(ii) in limited quantities to third parties which have
agreed to use the limited quantity of Customer Specific Rambus
Products for design, development and experimental purposes only
and not for resale (either as components or incorporated with
other products).
Rambus shall provide NEC, on a timely basis, with updated lists
of third parties which have entered [***] with Rambus. Such list
shall be treated as Confidential Information pursuant to
Section5.1 below. Further, upon inquiry from NEC, Rambus agrees
to promptly confirm in writing whether or not an entity
specified by NEC is a party to a [***].
(b) Commencing on the effective date of Supplement No. 9
hereto, Rambus hereby grants to NEC a worldwide, nonexclusive,
nontransferable license, under Rambus-2 Patents and Rambus-2
Confidential Information, to design, make, have made (subject to
Section 2.1(c) below), use, import, offer to sell, and sell Rambus
Memory Devices, Modules, Boards and System Products, provided that
NEC's license under Rambus-2 Patents and Rambus-2 Confidential
Information with respect to Modules, Boards and System Products is
limited to the manufacture of Rambus Memory Devices and does not
extend to any other integrated circuits which may be included in
such Modules, Boards or System Products.
(c) NEC shall have the right to subcontract manufacturing
of all or part of the products licensed from Rambus pursuant to
this Section 2.1, provided that (i)subcontractors only receive
mask sets or data bases and such other information as is required
to manufacture the Rambus Product, (ii)each subcontractor agrees
in writing not to use Rambus Technology for any purpose other than
such subcontract manufacturing for NEC, and (iii)NEC shall be
responsible for any misuse of Rambus Technology by its
subcontractors. Nothing herein shall be deemed to grant NEC
subcontractors any license under the Rambus Technology except for
performing subcontract manufacturing for NEC as provided herein.
2.2. (Deleted)."
---------
1.18. It is understood and agreed that the parties' obligations
pursuant to Sections 3.1, 3.2 and 3.3 of the License Agreement, and any
obligations of the parties pursuant to all prior supplements to the License
Agreement, pertain to licensed Rambus Products which are Compatible with the
Rambus-1 Interface Specification.
1.19. Section 2.5(a) of the License Agreement is amended so that, at
the end of the first sentence thereof, "Rambus Interface Specification" is
changed to "Rambus-1 Interface Specification or the Rambus-2 Interface
Specification."
-4-
[*] Confidential treatment requested.
<PAGE>
1.20. Section 6.1(c) of the License Agreement is amended so that, at
the end of the first sentence thereof, "Rambus Interface Specification" is
changed to "Rambus-1 Interface Specification or the Rambus-2 Interface
Specification."
1.21. "Results" means all information, inventions, technology, technical
documentation, designs (including circuit designs), materials and know-how which
Rambus provides NEC in the course of implementing this Supplement.
1.22. "New Intellectual Property" means all patents, patent
applications, copyrights and other intellectual property rights in all countries
of the world which will be developed by the parties in the course of
implementing this Supplement and which are to be used or incorporated in
Results.
1.23. "Background Intellectual Property" means all patents, patent
applications, copyrights and other intellectual property rights in all countries
of the world which are used or incorporated in Results other than the New
Intellectual Property.
2. Rambus Development Obligations.
------------------------------
2.1. Rambus will use its reasonable best efforts to finalize, by
October 1, 1996, the concept for the Rambus-2 Technology.
2.2. Rambus will use its reasonable best efforts to provide to NEC, by
December 31, 1996, a preliminary Rambus-2 Interface Specification.
2.3. Rambus will use its reasonable best efforts to provide to NEC, by
December 31, 1996, a core interface specification for the Rambus-2 Technology,
which will contain a description of core functions and core interface timing.
2.4. Rambus will use its reasonable best efforts to provide to NEC, by
June 30, 1997, a final Rambus-2 Interface Specification.
2.5. Rambus will use its reasonable best efforts to provide to NEC, by
December 31, 1997, a Rambus-2 Implementation Package.
2.6. At NEC's request, Rambus will provide to NEC at no charge up to
sixty (60) days of consulting with several persons concerning NEC's development
of Rambus-2 DRAMs pursuant to this Supplement.
2.7. To support the marketability of Rambus-2 Technology devices, Rambus
will use its reasonable best efforts to develop, or have developed, modules,
sockets, clocks, board layout specifications, and similar items for the Rambus-2
Technology, for availability to system customers of Rambus-2 Technology
integrated circuits, similar to availability of such items for Rambus-1
Technology.
-5-
<PAGE>
3. NEC's Assistance and Obligations.
--------------------------------
3.1. NEC will make the core modifications required for the Rambus-2
DRAM to Rambus' specification. NEC will implement the layout database for the
Rambus-2 DRAM in its process, working from the information contained in the
Rambus-2 Implementation Package provided by Rambus. NEC will carry out timing
simulation of the Rambus-2 DRAM interface. NEC will assign and maintain a design
team of appropriate size and skills to perform these tasks, starting at a time
adequate to meet the schedule target in Section 3.2 below.
3.2. NEC agrees to use its reasonable best efforts to develop and fully
characterize Rambus-2 DRAMs during 1998 or 1999, and to use commercially
reasonable efforts to ship production quantities of full-specification Rambus-2
DRAMs during 1998 or 1999.
3.3. NEC's rights include the right to do derivatives of the Rambus-2
interface design provided by Rambus for implementation on smaller geometry
processes, with larger or smaller bit capacity, or to improve specifications
such as power, latency and bandwidth, or otherwise, as long as such derivatives
are Compatible with the Rambus-2 Interface Specification.
3.4. NEC agrees to support any necessary Rambus-2 Technology package
investigation, design and standardization work to the extent the parties agree
upon same in advance on a case-by-case basis.
4. Development Fee, Royalties. and Other Payments.
----------------------------------------------
4.1. In consideration for Rambus' engineering services hereunder, NEC
will pay to Rambus a development fee equal to [***], as follows:
(i) [***] within thirty (30) days after delivery of the
preliminary Rambus-2 Interface Specification pursuant to Section2.2 above;
(ii) [***] within thirty (30) days after delivery of the final
Rambus-2 Interface Specification pursuant to Section2.4 above; and
(iii) [***] within thirty (30) days after delivery of the Rambus-2
Implementation Package pursuant to Section2.5 above.
These payments will be nonrefundable and shall not be recoupable against any
royalty or other payment obligations of NEC under the License Agreement. The
parties understand that the development fee in this Section 4.1 represents
partial reimbursement of the total cost incurred by Rambus for engineering
services to be performed hereunder, and accordingly shall not be subject to
Japanese withholding tax. However, if a Japanese tax authority does impose
Japanese withholding tax on this payment, or any portion thereof, NEC will be
solely responsible for payment of, and shall pay, the tax, i.e., the engineering
services fees specified in this Supplement shall be the amounts actually
received by Rambus from NEC.
-6-
[*] Confidential treatment requested.
<PAGE>
4.2. NEC shall pay Rambus royalties for Rambus Memory Devices Compatible
with the Rambus-2 Interface Specification including, but not limited to, Rambus-
2 DRAMs and derivatives thereof as provided in Section 4.3 of the License
Agreement with respect to Rambus Memory Devices.
4.3. If any of Rambus' obligations hereunder, including without
limitation any consultation or evaluation services Rambus may provide to NEC,
are performed in Japan by mutual agreement of Rambus and NEC, then NEC shall
reimburse all travel and related living expenses incurred by Rambus with respect
thereto within thirty (30) days after receipt of Rambus' invoice therefor.
5. Announcement.
-------------
In January 1997, or at a later time at Rambus' option, NEC will publicly
announce, jointly with other Rambus-2 Technology licensees, that it is in
development of a Rambus-2 DRAM for production in 1998 or 1999. At the same
time, NEC will communicate the same information to all of its DRAM marketing and
sales personnel and to all of its DRAM sales representatives, and NEC shall
ensure that customer presentations by its DRAM marketing and sales personnel and
sales representatives include the Rambus-2 DRAM in NEC memory "roadmap" or
product plan summaries for 1998 or 1999 availability. Prior to this public
announcement, Rambus shall be entitled to tell systems companies and chipset
companies using Rambus Technology that NEC is committed to develop Rambus-2
DRAMs for production in 1998 or 1999, provided, however, that NEC shall not be
held liable to those companies for its inability or termination for any reason
to develop Rambus-2 DRAMs; and NEC shall be entitled to inform its customers of
its participation in the Rambus-2 program, but only under an appropriate
nondisclosure agreement or with specific written clearance from Rambus.
6. Ownership of the New Intellectual Property.
-------------------------------------------
Rambus shall retain ownership of all Results and New Intellectual Property
developed by Rambus, including without limitation Results and New Intellectual
Property arising out of Rambus' performance of its obligations pursuant to
Section2 above, and including without limitation the unsized transistor netlist
implementation of the Rambus-2 DRAM, provided only that the specific
implementation of the Rambus-2 DRAM in the NEC process technology shall be owned
by NEC. NEC shall retain ownership of all New Intellectual Property developed
by NEC. New Intellectual Property jointly developed by the parties shall be
jointly and equally owned by the parties. Each party shall be entitled to use,
license, transfer, and otherwise exploit its interest in the jointly owned New
Intellectual Property without notice or accounting to the other party, subject
to any confidentiality obligations to the other party. The parties shall
cooperate with respect to protection and enforcement of jointly owned New
Intellectual Property, to the extent the parties agree upon same in advance on
a case-by-case basis.
-7-
<PAGE>
7. License of the Background Intellectual Property.
------------------------------------------------
7.1. The Background Intellectual Property, and the New Intellectual
Property owned by Rambus, which is contained in the Results and which can be
used or implemented in Rambus Products Compatible with the Rambus-1 Interface
Specification shall be included not only in the Rambus-2 Patents but also in the
Rambus-1 Patents under the License Agreement, and the parties hereby confirm
that the same rights and licenses as granted under the Rambus-1 Patents and the
Rambus-1 Confidential Information under the License Agreement shall be granted
to NEC under the Background Intellectual Property and the New Intellectual
Property owned by Rambus, provided that NEC shall pay to Rambus royalties in
accordance with the Section 4.3 of the License Agreement.
7.2. It is understood and agreed that the Background Intellectual
Property and the New Intellectual Property owned by Rambus contained in the
Results shall be included in the Rambus-2 Patents and shall be licensed to NEC
under the License Agreement including, but not limited to, Section 2.1(b)
thereof, as amended by this Supplement.
8. No License Regarding the Information Disclosed to Rambus.
---------------------------------------------------------
Any and all information furnished by NEC to Rambus hereunder, including,
but not limited to, NEC process technology, and any intellectual property rights
incorporated or used in such information shall vest solely in NEC and no license
or authorization shall be granted to Rambus other than the authority to use them
to the extent necessary to Rambus' performance hereunder.
9. Indemnification.
----------------
The parties hereto agree that Sections 6.2(a) and (b) of the License
Agreement shall apply to any transactions, performances, rights and obligations,
interpretation, and any other matter of, under or with respect to this
Supplement, provided that "the Rambus Technology" in such sections shall be
deemed to include "Results" hereunder.
10. Term and Termination.
---------------------
10.1. This Supplement shall be effective as of the date last written
below.
10.2. This Supplement may be terminated at any time (i) by mutual
written consent of the parties, (ii) by either party upon written notice to the
other in the event of a material breach of this Supplement by the other party
hereto, if such material breach is not cured within sixty (60) days after the
receipt of written notice specifying the nature of such material breach, or
(iii) by either party upon written notice to the other party in the event of
bankruptcy or insolvency of the other party.
10.3. If this Supplement is terminated pursuant to Section 10.2 above,
Background Intellectual Property, and New Intellectual Property owned by Rambus,
contained in Results
-8-
<PAGE>
already provided to NEC shall be licensed to NEC pursuant to Section 7.1 hereof.
10.4. Any termination hereunder shall be in addition to any other remedy
either party may have at law or in equity.
10.5. Unless terminated sooner pursuant to Section 10.2 above, this
Supplement shall be effective so long as the License Agreement is effective and
shall automatically expire if the License Agreement is terminated or expires by
any cause. Termination of this Supplement, however, for default hereof, shall
be severable from termination of the License Agreement. That is, this
Supplement shall be terminable, in accordance with the procedures specified
hereinabove, by either party, but any such termination of this Supplement shall
not result in termination of the License Agreement or any other Supplement
thereto.
10.6. The provisions in Sections 6, 7.1, 8, 9, 10.3, 10.4 and 13 shall
survive any termination of this Supplement and remain in force after such
termination hereof.
11. Notice Regarding this Supplement.
---------------------------------
Any notice hereunder and any delivery hereunder shall be sent to the
following address:
If sent to NEC: General Manager
1st LSI Memory Division
NEC Corporation
1120, Shimokuzawa, Sagamihara
Kanagawa 229, Japan
If sent to Rambus: President
Rambus Inc.
2465 Latham Street
Mountain View, California 94040 U.S.A.
12. Government Approvals.
--------------------
NEC represents and warrants that no prior consent or approval with any
governmental authority in Japan is required in connection with the valid
execution and performance of this Supplement except as may be required to
transfer technical information to Rambus under this Supplement. NEC shall be
responsible for any required filings of this Supplement with Japanese government
agencies.
13. License Agreement.
-----------------
13.1. Other than expressly set forth herein, the terms and conditions
of the License Agreement, including, but not limited to, Sections5, 7, 9 and 10
thereof, shall be applied to any transactions, performances, rights and
obligations, interpretation, and any other matter of, under or
-9-
<PAGE>
with respect to this Supplement. Information exchanged by the parties pursuant
to this Supplement shall be treated as if disclosed under the License Agreement,
provided that notwithstanding Section 5.1(b) of the License Agreement, the
parties may use such information for performance of their obligations, and
exercise of their rights, specified herein.
13.2. In all respects, the License Agreement, as previously
supplemented and amended, shall remain unmodified and in full force and effect.
In the event of any inconsistency or conflict, the provisions of this Supplement
shall control and govern over the provisions of the License Agreement.
The parties hereto execute this Supplement in duplicate as of the date last
entered below:
NEC CORPORATION RAMBUS INC.
By: /s/ KENJI TOKUYAMA By: /s/ GARY HARMON
----------------------------- -----------------------------
Print Name: Kenji Tokuyama Print Name: Gary Harmon
--------------------- ---------------------
Title: General Manager Title: Vice President
-------------------------- --------------------------
Date: September 10, 1996 Date: August 26, 1996
--------------------------- --------------------------
-10-
<PAGE>
[***]
-11-
[*] Confidential treatment requested.
<PAGE>
[***]
-12-
[*] Confidential treatment requested.
<PAGE>
SUPPLEMENT NO. 10 TO
SEMICONDUCTOR TECHNOLOGY LICENSE AGREEMENT
This Supplement No. 10 (the "Supplement") to the parties' Semiconductor
Technology License Agreement is entered into as of the date last entered below
by and between Rambus Inc., a California corporation with principal offices at
2465 Latham Street, Mountain View, California 94040, U.S.A. ("Rambus") and NEC
Corporation, a Japanese corporation with a principal place of business at 7-1,
Shiba 5- chome, Minato-ku,Tokyo 108-01, Japan ("NEC").
WHEREAS, in 1991 Rambus and NEC entered into a Semiconductor Technology
License Agreement (as previously supplemented and amended, the "License
Agreement"); and
WHEREAS the parties desire to further amend the License Agreement to
include the development by Rambus, and license to NEC for it use in Rambus
Products other than Rambus Memory Devices, of Rambus-2 Technology, on the terms
and conditions set forth herein;
NOW, THEREFORE, the parties agree that the License Agreement is further
amended to include the following:
1. Definitions and Related Matters.
Capitalized terms used in this Supplement shall have the meaning specified
therefor in the License Agreement, and, in addition, the following terms shall
have the meaning set forth below:
1.1. "Rambus-2 RAC" means a Rambus ASIC cell which is Compatible with
the Rambus-2 Interface Specification.
1.2. "Rambus-2 RAC Implementation Package" means a non-process-specific
implementation package for the Rambus-2 RAC, consisting of final specifications,
unsized transistor schematics, floor plan information, Verilog model, netlist
and preliminary test vectors.
1.3. Section 2.1(b) of the License Agreement as previously amended by
Supplement No. 9 is further amended to read in its entirety as follows:
"(b) Commencing on the Effective Date of Supplement No. 10 hereto,
Rambus hereby grants to NEC a worldwide, nonexclusive, nontransferable license,
under Rambus-2 Patents and Rambus-2 Confidential Information, to design, make,
have made (subject to Section 2.1(c) below), use, import, offer to sell, and
sell Rambus Products, Modules, Boards and System Products, provided that NEC's
right and license to sell Customer Specific Rambus Products and Modules which
contain any Customer Specific Rambus Products shall be limited to sales:
(i) to third parties which have executed [***]; or
[*] Confidential treatment requested.
<PAGE>
(ii) in limited quantities to third parties which have
agreed to use the limited quantity of Customer Specific Rambus Products or
Modules for design, development and experimental purposes only and not for
resale (either as components or incorporated with other products).
Rambus shall provide NEC, on a timely basis, with updated lists of third parties
which have entered [***] with Rambus. Such list shall be
treated as Confidential Information pursuant to Section 5.1 below. Further, upon
inquiry from NEC, Rambus agrees to promptly confirm in writing whether or not an
entity specified by NEC is a party to a [***]."
1.4. "Results" means all information, inventions, technology, technical
documentation, designs (including circuit designs), materials and know-how which
Rambus provides NEC in the course of implementing this Supplement.
1.5. "New Intellectual Property" means all patents, patent applications,
copyrights and other intellectual property rights in all countries of the world
which will be developed by Rambus in the course of implementing this Supplement
and which are to be used or incorporated in Results.
1.6. "Background Intellectual Property" means all patents, patent
applications, copyrights and other intellectual property rights in all countries
of the world which are used or incorporated in Results other than the New
Intellectual Property.
2. Rambus Development Obligations.
2.1. Rambus will use its reasonable best efforts to finalize, by
[***].
2.2. Rambus will use its reasonable best efforts to provide to NEC,
[***].
2.3. Rambus will use its reasonable best efforts to provide to NEC, by
[***].
2.4. Rambus wiR use its reasonable best efforts to provide to NEC, by
[***].
2.5. At NEC's option, upon written notice to Rambus no later than
[***].
2.6. At NEC's request, Rambus will provide to NEC at no charge up to
thirty (30) person-days of consulting with several persons concerning NEC's
development of Rambus-2 RACs pursuant to this Supplement.
[*] Confidential treatment requested.
<PAGE>
3. NEC's Assistance and Obligations.
3.1. NEC agrees to use its reasonable best efforts to develop and fully
characterize Rambus Products which incorporate full-specification Rambus-2 RACs,
and to use commercially reasonable efforts to ship production quantities of
Rambus Products which incorporate full-specification Rambus-2 RACs during 1998
or 1999.
3.2. NEC's rights include the right to do derivatives of the Rambus-2
interface design provided by Rambus for implementation on smaller geometry
processes, or to improve specifications such as power, latency and bandwidth, or
otherwise, as long as such derivatives are Compatible with the Rambus-2
Interface Specification.
3.3. NEC agrees to support any necessary Rambus-2 Technology package
investigation design and standardization work to the extent the parties agree
upon same in advance on a case-by-case basis.
4. Development Fee, Royalties and Other Payments.
4.1. In consideration for Rambus' engineering services hereunder, NEC
will pay to Rambus a development fee equal to a maximum [***] and a minimum of
[***], as follows:
(i) [***], whichever is later;
(ii) [***]; and
(iii) if NEC elects to have Rambus provide the NEC process-specific
layout [***] payable within thirty (30) days after delivery of the layout to
NEC.
These payments will be nonrefundable and shall not be recoupable against any
royalty or other payment obligations of NEC under the License Agreement. The
parties understand that the development fee in this Section 4.1 represents
partial reimbursement of the total cost incurred by Rambus for engineering
services to be performed hereunder, and accordingly shall not be subject to
Japanese withholding tax. However, if a Japanese tax authority does impose
Japanese withholding tax on this payment, or any portion thereof, NEC will be
solely responsible for payment of, and shall pay, the tax, i.e., the engineering
services fees specified in this Supplement shall be the amounts actually
received by Rambus from NEC.
4.2. NEC shall pay Rambus royalties applicable for Rambus-2 Products
which incorporate Rambus-2 RACs and derivatives thereof as provided in Section
4.3 of the License Agreement.
[*] Confidential treatment requested.
<PAGE>
4.3. If any of Rambus' obligations hereunder, including without
limitation any consultation or evaluation services Rambus may provide to NEC,
are performed in Japan by mutual agreement of Rambus and NEC, then NEC shall
reimburse all travel and related living expenses incurred by Rambus with respect
thereto within thirty (30) days after receipt of Rambus' invoice therefor.
5. Announcement.
In January 1997, or at a later time at Rambus' option, NEC will publicly
announce, jointly with other Rambus-2 Technology licensees, that it is in
development of a Rambus-2 RAC for production in 1998 or 1999. Prior to this
public announcement, Rambus shall be entitled to tell systems companies and
chipset companies using Rambus Technology that NEC is committed to develop
Rambus-2 RACs for incorporation into Rambus Products in 1998 or 1999, provided,
however, that NEC shall not be held liable to those companies for its inability
or termination for any reason to develop Rambus-2 RACs; and NEC shall be
entitled to inform its customers of its participation in the Rambus-2 program,
but only under an appropriate nondisclosure agreement or with specific written
clearance from Rambus.
6. Ownership of the New Intellectual Properly.
Rambus shall retain ownership of all Results and New Intellectual Property
developed by Rambus, including without limitation Results -and New Intellectual
Property arising out of Rambus' performance of its obligations pursuant to
Section 2 above, and including without limitation the unsized transistor netlist
implementation of the Rambus-2 RAC, provided only that the specific
implementation of the Rambus-2 RAC in the NEC process technology shall be owned
by NEC. NEC shall retain ownership of all New Intellectual Property developed by
NEC. New Intellectual Property jointly developed by the parties shall be jointly
and equally owned by the parties. Each party shall be entitled to use, license,
transfer, and otherwise exploit its interest in the jointly owned New
Intellectual Property without notice or accounting to the other party, subject
to any confidentiality obligations to the other party. The parties shall
cooperate with respect to protection and enforcement of jointly owned New
Intellectual Property, to the extent the parties agree upon same in advance on a
case-by-case basis.
7. License of the Background Intellectual Property Intellectual .
7.1 The Background Intellectual Property, and the New Intellectual
Property owned by Rambus, which is contained in the Results and which can be
used or implemented in Rambus Products Compatible with the Rambus-1 Interface
Specification shall be included not only in the Rambus-2 Patents, but also in
the Rambus-1 Patents under the License Agreement, and the parties hereby confirm
that the same rights and licenses as granted under the Rambus-1 Patents and the
Rambus-1 Confidential Information under the License Agreement shall be granted
to NEC under the Background Intellectual Property and the New Intellectual
Property owned by Rambus, provided that NEC shall pay to Rambus royalties in
accordance with Section 4.3 of the License Agreement.
<PAGE>
7.2 It is understood and agreed that the Background Intellectual
Property, and the New Intellectual Property owned by Rambus, contained in the
Results shall be included in the Rambus-2 Patents and shall be licensed to NEC
under the License Agreement including, but not limited to, Section 2.l(b)
thereof, as amended by this Supplement, and the parties hereby confirm that the
same rights and Licenses as granted under the Rambus-2 Patents and the Rambus-2
Confidential Information under the License Agreement shall be granted to NEC
under the Background Intellectual Property and the New Intellectual Property
owned by Rambus, provided that NEC shall pay to Rambus royalties in accordance
with Section 4.2 above.
8. No License Regarding the Information Disclosed to Rambus.
Any and all information furnished by NEC to Rambus hereunder, including,
but not limited to, NEC process technology, and any intellectual property rights
incorporated or used in such information shall vest solely in NEC and no license
or authorization shall be granted to Rambus other than the authority to use them
to the extent necessary to Rambus' performance hereunder.
9. Indemnification.
The parties hereto agree that Sections 6.2(a) and (b) of the License
Agreement shall apply to any transactions, performances, rights and obligations,
interpretation, and any other matter of, under or with respect to this
Supplement, provided that "the Rambus Technology" in such sections shall be
deemed to include "Results" hereunder.
10. Term and Termination.
10.1. This Supplement shall be effective as of the date last written
below.
10.2. This Supplement may be terminated at any time (i) by mutual
written consent of the parties, (ii) by either party upon written notice to the
other in the event of a material breach of this Supplement by the other party
hereto, if such material breach is not cured within sixty (60) days after the
receipt of written notice specifying the nature of such material breach, or
(iii) by either party upon written notice to the other party in the event of
bankruptcy or insolvency of the other party.
10.3. If this Supplement is terminated pursuant to Section 10.2 above,
Background Intellectual Property, and New Intellectual Property owned by Rambus,
contained in Results already provided to NEC shall be licensed to NEC pursuant
to Section 7.1 hereof.
10.4. Any termination hereunder shall be in addition to any other remedy
either party may have at law or in equity.
10.5. Unless terminated sooner pursuant to Section 10.2 above, this
Supplement shall be effective so long as the License Agreement is effective and
shall automatically expire if the License Agreement is terminated or expires by
any cause. Termination of this Supplement, however, for default hereof, shall be
<PAGE>
severable from termination of the License Agreement. That is, this Supplement
shall be terminable, in accordance with the procedures specified hereinabove, by
either party, but any such termination of this Supplement shall not result in
termination of the License Agreement or any other Supplement thereto. In the
event that Supplement No. 9 to the License Agreement is terminated for any
reason, Section 1 thereof shall survive such termination in so far as the
License Agreement and this Supplement continue to be in effect.
10.6. The provisions in Sections 6, 7.1, 8, 9, 10.3, 10.4 and 13 shall
survive any termination of this Supplement and remain in force after such
termination hereof.
11. Notice Regarding this Supplement.
Any notice hereunder and any delivery hereunder shall be sent to the
following address:
If sent to NEC: General Manager, System ASIC Division
NEC Corporation
1753 Shimonumabe Nakahara-ku Kawasaki, Kanagawa 211
Japan
If sent to Rambus: President
Rambus Inc.
2465 Latham Street
Mountain View, California 94040 U.S.A.
12. Government Approvals.
NEC represents and warrants that no prior consent or approval with any
governmental authority in Japan is required in connection with the valid
execution and performance of this Supplement except as may be required to
transfer technical information to Rambus under this Supplement. NEC shall be
responsible for any required filings of this Supplement with Japanese government
agencies.
13. License Agreement.
13.1 Other than expressly set forth herein, the terms and conditions
of the License Agreement, including, but not limited to, Sections 5, 7, 9 and 10
thereof, shall be applied to any transactions, performances, rights and
obligations, interpretation, and any other matter of, under or with respect to
this Supplement. Information exchanged by the parties pursuant to this
Supplement shall be treated as if disclosed under the License Agreement,
provided that notwithstanding Section 5.1(b) of the License Agreement, the
parties may use such information for performance of their obligations, and
exercise of their rights, specified herein.
13.2 In all respects, the License Agreement, as previously supplemented
and amended, shall remain unmodified and in full force and effect. In the event
of
<PAGE>
any inconsistency or conflict, the provisions of this Supplement shall control
and govern over the provisions of the License Agreement.
The parties hereto execute this Supplement in duplicate as of the dates
below:
NEC CORPORATION RAMBUS INC.
By: /s/ HIRO HASHIMOTO By: /s/ GEOFF TATE
------------------------------- -------------------------------
Print Name: Hiro Hashimoto Print Name: Geoff Tate
---------------------- -----------------------
Title: General Manager of ASIC Title: President
--------------------------- ---------------------------
Date: February 20, 1997 Date: February 27, 1997
---------------------------- -----------------------------
<PAGE>
EXHIBIT 10.2
SUPPLEMENT NO. 11 TO
SEMICONDUCTOR TECHNOLOGY LICENSE AGREEMENT
This Supplement No. 11 to the parties' Semiconductor Technology License
Agreement (the "Supplement") is entered into as of the date last entered below
by and between Rambus, Inc., a California corporation with a principal place of
business at 2465 Latham Street, Mountain View, California 94040 U.S.A.
("Rambus"), and NEC Corporation, a Japanese corporation with a principal place
of business at 7-1, Shiba 5-chome, Minato-ku, Tokyo 108-01, Japan ("NEC").
WHEREAS, in 1991 Rambus and NEC entered into a Semiconductor Technology
License Agreement (as previously supplemented and amended, the "License
Agreement"); and
WHEREAS the parties desire to further amend the License Agreement to
include the development by Rambus, and license to NEC for use in Rambus
Products, of the Modified RAC, as defined hereinbelow, on the terms and
conditions set forth herein;
NOW, THEREFORE, the parties agree that the License Agreement is further
amended to include the following:
1. Definitions.
-----------
Capitalized terms used in this Supplement shall have the meaning specified
therefor in the License Agreement, and, in addition, the following terms shall
have the meaning set forth below:
1.1 "RAC" means the ASIC cell developed by Rambus which is specified
in the current version of the "Rambus ASIC Cell Specification."
1.2 "NEC Process Technology" means the 0.25 micron UR2 process
technology adopted by NEC.
1.3 "Modified RAC" means the ASIC cell based on the design of the RAC
as modified for the NEC Process Technology by Rambus in accordance with this
Supplement.
1.4 "Background Intellectual Property" means Patents used or
incorporated in the RAC.
1.5 "Results" means all information, inventions, technology,
technical documentation, designs (including circuit designs), materials and
know-how which Rambus provides NEC in the course of implementing this
Supplement.
1.6 "New Intellectual Property" means all patents, patent
applications, copyrights and other intellectual property rights in all countries
of the world which will be developed by the
<PAGE>
parties in the course of implementing this Supplement and which are to be used
or incorporated in Results.
2. Scope of the Work.
-----------------
2.1 Rambus shall, in accordance with the terms and conditions
contained hereinafter, modify the design of its RAC for the NEC Process
Technology, as specified in Exhibit A hereto (the "RAC Modification"). In
addition, upon the mutual agreement of the parties pursuant to an Addendum to
this Supplement, Rambus may perform characterization of an ASIC test chip
designed and manufactured by or for NEC as more fully set forth in such
Addendum.
2.2 Rambus shall use its reasonable best efforts to deliver to NEC
the deliverables specified in Exhibit A by the later of June 30, 1997 or five
(5) months after NEC has signed this Supplement.
3. NEC'S Assistance.
----------------
NEC shall assign an English-speaking engineer or an engineer with
experience in communicating in English as liaison to Rambus on this project and
shall cooperate with Rambus to complete the development contemplated by this
Supplement, including without limitation performance of the obligations
specified in Exhibit B to the extent mutually agreed by the parties.
4. Acceptance.
----------
NEC shall perform an acceptance test regarding the deliverables provided by
Rambus to NEC pursuant to Section 2.2 above, according to NEC's standard
acceptance procedures. Within two (2) weeks after the completion of such
acceptance test, NEC shall notify Rambus, in writing, if the deliverables pass
such acceptance test. If the deliverables do not pass such acceptance test, NEC
shall notify Rambus of those particulars in which the deliverables are
unacceptable. Upon remedy of those particulars to the satisfaction of NEC, the
deliverables shall be accepted by NEC in writing. Rambus shall use its
reasonable best efforts to remedy any of the particulars referred to above
within forty-five (45) days after its receipt of notice thereof. This shall be
at Rambus' expense, subject to NEC's assistance obligations as set forth herein.
If Rambus does not remedy the particulars referred to above within such period,
Rambus shall promptly notify NEC of such failure with reasonable proof
specifying Rambus has exercised its reasonable best efforts to remedy such
particulars, and deliver any results made in the course of such efforts to
remedy such particulars. Notwithstanding any provision to the contrary in this
Supplement or the License Agreement, NEC shall retain any rights to any remedy
for any breach of Rambus' obligations under this Section 4, provided that
Rambus' liability for damages arising out of such breach shall not exceed the
amounts received by Rambus from NEC pursuant to this Supplement.
-2-
<PAGE>
5. Payments.
--------
5.1 In consideration for Rambus' engineering services hereunder, NEC
will pay to Rambus a development fee equal to [xxxxxxxx] as follows:
(i) [***] after NEC's acceptance of the deliverables set forth in
Section 2( l) and (2) of Exhibit A; and
(ii) [***] after NEC's acceptance of the deliverables set forth
in Section 2(3) and (4) of Exhibit A.
These payments will be nonrefundable and shall not be recoupable against any
royalty or other payment obligations of NEC under the License Agreement. The
parties understand that the development fee in this Section 5.1 represents
partial reimbursement of the total cost incurred by Rambus for engineering
services to be performed hereunder, and accordingly shall not be subject to
Japanese withholding tax. However, if a Japanese tax authority does impose
Japanese withholding tax on this payment, or any portion thereof, NEC will be
solely responsible for payment of, and shall pay, the tax, i.e., the engineering
services fees specified in this Supplement shall be the amounts actually
received by Rambus from NEC.
5.2 NEC shall pay Rambus royalties applicable for Rambus Products
which incorporate Modified RACs and derivatives thereof as provided in Section
4.3 of the License Agreement.
5.3 If any of Rambus' obligations hereunder, including without
limitation any consultation or evaluation services Rambus may provide to NEC,
are performed in Japan by mutual agreement of Rambus and NEC, then NEC shall
reimburse all travel and related living expenses incurred by Rambus with respect
thereto within thirty (30) days after receipt of Rambus' invoice therefor.
5.4 All payments by NEC to Rambus under this Section 5 shall be made
by telegraphic wire transfer to Rambus' bank account designated by Rambus in
writing in advance.
6. Ownership of the New Intellectual Property.
------------------------------------------
Rambus shall retain ownership of all Results and New Intellectual
Property developed by Rambus, including without limitation Results and New
Intellectual Property arising out of Rambus' performance of its obligations
pursuant to Section 2 above, and including without limitation the unsized
transistor netlist implementation of the RAC, provided only that the specific
implementation of the RAC in the NEC Process Technology shall be owned by NEC.
NEC shall retain ownership of all New Intellectual Property developed by NEC.
New Intellectual Property jointly developed by the parties shall be jointly and
equally owned by the parties. Each party shall be entitled to use, license,
transfer, and otherwise exploit its interest in the jointly owed New
Intellectual Property without notice or accounting to the other party, subject
to any confidentiality obligations to the other party.
[*] Confidential treatment requested.
-3-
<PAGE>
The parties shall cooperate with respect to protection and enforcement of
jointly owned New Intellectual Property, to the extent the parties agree upon
same in advance on a case-by-case basis.
7. License of the Background Intellectual Property.
-----------------------------------------------
The Background Intellectual Property, and the New Intellectual
Property owned by Rambus, contained in the Results shall be included in the
Patents under the License Agreement, and the parties hereby confirm that the
same rights and licenses as granted under the Patents and the Confidential
Information under the License Agreement shall be granted to NEC under the
Background Intellectual Property and the New Intellectual Property owned by
Rambus, provided that NEC shall pay to Rambus royalties in accordance with the
Section 4.3 of the License Agreement.
8. No License Regarding the Information Disclosed to Rambus.
--------------------------------------------------------
Any and all information furnished by NEC to Rambus hereunder,
including, but not limited to, NEC Process Technology, and any intellectual
property rights incorporated or used in such information shall vest in NEC and
no license or authorization shall be granted to Rambus other than the authority
to use them to the extent necessary to Rambus' performance hereunder.
9. Indemnification.
---------------
The parties hereto agree that Sections 6.2(a) and (b) of the License
Agreement shall apply to any transactions, performances, rights and obligations,
interpretation, and any other matter of, under or with respect to this
Supplement, provided that "the Rambus Technology" in such Sections shall be read
as "Results" hereunder.
10. Term and Termination.
--------------------
10.1 This Supplement shall be effective as of the date last written
below and shall automatically expire when all the deliverables to NEC hereunder
are accepted by NEC and all payments required hereunder are received by Rambus,
unless terminated sooner pursuant to Section 10.2 or 10.5 below.
10.2 This Supplement may be terminated at any time before the normal
expiration pursuant to Section 10.1 above; (i) by mutual written consent of the
parties, (ii) by either party upon written notice to the other in the event of a
material breach of this Supplement by the other party hereto, if such material
breach is not cured within sixty (60) days after the receipt of written notice
specifying the nature of such material breach, or (iii) by either party upon
written notice to the other party in the event of bankruptcy or insolvency of
the other party.
10.3 If this Supplement is terminated pursuant to Section 10.2,
Background Intellectual Property, and New Intellectual Property owned by Rambus,
contained in Results already provided to NEC shall be licensed to NEC pursuant
to Section 7 hereof.
-4-
<PAGE>
10.4 Any termination hereunder shall be in addition to any other
remedy either party may have at law or in equity.
10.5 This Supplement shall automatically expire if the License
Agreement is terminated or expires by any cause. Termination of this
Supplement, however, for default hereof, shall be severable from termination of
the License Agreement. That is, this Supplement shall be terminable, in
accordance with the procedures specified hereinabove, by either party, but any
such termination of this Supplement shall not result in termination of the
License Agreement or any other Supplement thereto.
10.6 The provisions in Sections 6, 7, 8, 9, 10.3, 10.4 and 13 shall
survive any termination of this Supplement and remain in force after such
termination hereof
11. Notice Regarding the Supplement.
-------------------------------
Any notice hereunder and any delivery hereunder shall be sent to the
following address:
If sent to NEC: General Manager
International Purchasing Division
NEC Corporation
7-1, Shiba 5-chome, Minato-ku
Tokyo 108-01, Japan
If sent to Rambus: President
Rambus Inc.
2465 Latham Street, Mountain View
California 94040 USA
12. Announcement of Modified RAC.
----------------------------
NEC agrees to publicly announce the Modified RAC when its 0.25 micron
ASIC plans are generally announced for the purpose of marketing the Modified RAC
to customers of its 0.25 micron ASIC products.
13. Terms and Conditions of the License Agreement.
---------------------------------------------
13.1 Other than expressly set forth herein, the terms and conditions
of the License Agreement, including, but not limited to, Sections 5, 7, 9 and 10
thereof, shall be applied to any transactions, performances, rights and
obligations, interpretation, and any other matter of, under or with respect to
this Supplement. Information exchanged by the parties pursuant to this
Supplement shall be treated as if disclosed under the License Agreement,
provided that notwithstanding
-5-
<PAGE>
Section 5.1(b) of the License Agreement, the parties may use such information
for performance of their obligations, and exercise of their rights, specified
herein.
13.2 In all respects, the License Agreement, as previously
supplemented and amended, shall remain unmodified and in full force and effect.
In the event of any inconsistency or conflict, the provisions of this Supplement
shall control and govern over the provisions of the License Agreement.
The parties hereto execute this Supplement in duplicate as of the dates below:
NEC CORPORATION RAMBUS INC.
By: /s/ Kenji Kani By: /s/ Gary Harmon
---------------------------- ------------------------------------
Print Name: Kenji Kani Print Name: Gary Harmon
------------------------- -----------------------------
Title: Vice-President Title: Vice-President
------------------------------ ----------------------------------
Date: 3/4/97 Date: 2/24/97
------------------------------ -----------------------------------
-6-
<PAGE>
EXHIBIT A
RAC MODIFICATION
1. WORK.
----
(1) Rambus shall develop a RAC floor plan for the NEC Process
Technology. This floor plan will detail the size and location of
all major blocks in the RAC.
(2) Rambus shall perform transistor sizing and layout of the RAC
cell.
2. DELIVERABLES.
------------
(1) Design specifications for the Modified RAC.
(2) Schematics for the Modified RAC with unsized transistor.
(3) GDSII layout database for the Modified RAC.
(4) Cadence Edge schematics for the Modified RAC.
<PAGE>
EXHIBIT B
NEC'S SUPPORT ON RAC MODIFICATION
1. NEC will supply Rambus with complete SPICE models and physical design
rules and all other design rules from the NEC Process Technology (including
without limitation ESD rules and layout) in a format mutually agreed upon
between Rambus and NEC.
2. NEC will assist Rambus in developing a detailed Modified RAC floor
plan for NEC Process Technology.
3. NEC will assist Rambus in performing the transistor sizing and any
necessary circuit modifications for the remaining blocks in the Modified RAC.
4. NEC will assist Rambus to performing a tapeout review of the Modified
RAC.
5. NEC will be responsible for any library integration of the Modified
RAC in any ASIC or CAD tool environment.
<PAGE>
EXHIBIT 10.3
CONFIDENTIAL
------------
SEMICONDUCTOR TECHNOLOGY AGREEMENT
BETWEEN
GOLDSTAR ELECTRON CO., LTD.
AND
RAMBUS INC.
December 9, 1994
*** Confidential treatment requested for portions of this exhibit.
<PAGE>
<TABLE>
<CAPTION>
TABLE OF CONTENTS
Page
----
<C> <S> <C>
SECTION 1 DEFINITIONS 2
1.1 Rambus Interface Technology 2
1.2 Rambus Interface Specification 2
1.3 Compatible 2
1.4 Rambus DRAM 3
1.5 Rambus Processor 3
[***]
1.7 Rambus Peripheral 3
1.8 Rambus Customer Designed ASIC 4
1.9 Rambus ICs 4
1.10 Option Products 4
1.11 Licensed Rambus ICs 4
1.12 Rambus Module 5
1.13 Rambus Board 5
1.14 Rambus System 5
1.15 64 Megabit RDRAM 5
1.16 Goldstar DRAM Process 5
1.17 64 Megabit RDRAM Implementation Package 5
1.18 Goldstar CMOS Process 5
1.19 RAPID Chip 6
1.20 RAPID Chip Deliverables 6
1.21 RAC 6
1.22 Modified RAC 6
1.23 RAC Deliverables 6
1.24 Rambus Intellectual Property Rights 6
1.25 Confidential Information 6
1.26 Goldstar Improvements 6
1.27 Goldstar Patents 7
1.28 Design Team 7
1.29 Sell 7
1.30 Net Sales 7
1.31 Subsidiary 8
1.32 Effective Date 8
</TABLE>
-i-
[*] Confidential treatment requested.
<PAGE>
<TABLE>
<CAPTION>
TABLE OF CONTENTS
(continued)
Page
----
<C> <S> <C>
SECTION 2 LICENSES 8
2.1 Manufacturing Rights 8
2.2 Distribution Rights 9
2.3 Sublicense Rights 11
2.4 Proprietary Markings 11
2.5 Trademarks 11
2.6 Option Right 12
2.7 Limitations 12
SECTION 3 TECHNOLOGY TRANSFER AND SUPPORT 13
3.1 16/18 Megabit Rambus DRAM 13
3.2 Option Products 14
3.3 64 Megabit Rambus DRAM 15
3.4 RAPID Chip 17
3.5 RAC 18
3.6 Consulting Assistance 19
3.7 Liaison 19
3.8 Disclaimer 19
SECTION 4 FEES AND ROYALTIES 20
4.1 License Fees 20
4.2 Development Fees 21
4.3 Royalties 22
4.4 Payments and Accounting 25
4.5 Taxes 26
SECTION 5 CONFIDENTIAL INFORMATION 26
5.1 Confidential Information 26
</TABLE>
-ii-
<PAGE>
<TABLE>
<CAPTION>
TABLE OF CONTENTS
(continued)
Page
----
<C> <S> <C>
SECTION 6 INTELLECTUAL PROPERTY OWNERSHIP AND
INDEMNIFICATION 29
6.1 Ownership 29
6.2 Goldstar Patents 30
6.3 Indemnification Disclaimer 30
SECTION 7 LIMITATION OF LIABILITY 31
SECTION 8 TERM AND TERMINATION 32
8.1 Term 32
8.2 Termination 32
8.3 Survival 32
SECTION 9 GOVERNING LAW; ARBITRATION 33
9.1 Governing Law 33
9.2 Arbitration 33
SECTION 10 MISCELLANEOUS 34
10.1 Announcements 34
10.2 Confidentiality of Agreement 34
10.3 Assignment 35
10.4 Authority 35
10.5 Notices 35
10.6 Export Controls 36
10.7 Partial Invalidity 37
10.8 Counterparts 38
10.9 Relationship of Parties 38
10.10 Modification 38
10.11 Waiver 38
10.12 Government Approvals 38
10.13 Entire Agreement; Prior Agreement 39
</TABLE>
-iii-
<PAGE>
<TABLE>
<CAPTION>
TABLE OF CONTENTS
(continued)
Page
----
<C> <S> <C>
10.14 Section Headings and Language 39
10.15 Cooperation 39
EXHIBIT A RAMBUS INTERFACE TECHNOLOGY 40
EXHIBIT B TRADEMARKS 41
EXHIBIT C OPTION ITEMS TO BE DELIVERED BY RAMBUS TO GOLDSTAR 42
EXHIBIT D [***] 44
EXHIBIT E RAMBUS RAC DELIVERABLES 45
EXHIBIT F GOLDSTAR PROCESS DELIVERABLES 46
EXHIBIT G GOLDSTAR RAC IMPLEMENTATION AND TEST OBLIGATIONS 47
</TABLE>
-iv-
[*] Confidential treatment requested.
<PAGE>
SEMICONDUCTOR TECHNOLOGY AGREEMENT
December 9, 1994
This Agreement is entered into as of the Effective Date, by and between
Rambus Inc. a California corporation with principal offices at 2465 Latham
Street, Mountain View, California 94040, U.S.A. ("Rambus") and Goldstar Electron
Co., Ltd., a Korean corporation with principal offices at 50, Hyangjeong-Dong,
Cheongju-Si, Chungcheongbuk-Do, 360-480 Korea ("Goldstar").
WHEREAS, Rambus has developed and is developing certain semiconductor
technology, including a dynamic random access memory interface,
microprocessor/peripheral interface, system bus technology, system bus protocol,
protocol digital logic and high speed signalling/clock circuitry; and
WHEREAS, Rambus and Goldstar have entered into a "Semiconductor Technology
License Agreement", with an effective date of February 21, 1994, whereby
Goldstar licensed from Rambus such technology for use in the manufacture and
sale of DRAM devices proprietary to Goldstar, and Rambus granted to Goldstar an
option to license such rights with respect to microprocessors, microcontrollers,
peripherals and customer specific devices proprietary to Goldstar (the "Prior
Agreement"); and
WHEREAS, the parties desire to modify and restate the Prior Agreement with
this Agreement in order to include the development by Rambus, and license to
Goldstar, of (i)the 64 Megabit RDRAM Implementation Package, (ii) the RAPID
Chip Deliverables, and (ii) the RAC Deliverables, as defined hereinbelow, on the
terms and conditions set forth herein;
<PAGE>
NOW, THEREFORE, IN CONSIDERATION OF THE FOREGOING AND THE MUTUAL COVENANTS
CONTAINED HEREIN, THE PARTIES AGREE AS FOLLOWS:
SECTION 1
DEFINITIONS
-----------
For purposes of this Agreement the following terms shall have the meanings
set forth below:
1.1. Rambus Interface Technology. "Rambus Interface Technology" means the
---------------------------
following items which are owned by Rambus (or licensed by Rambus with the right
to grant sublicenses of the scope granted herein without payment of royalties):
(a) the bus interface technology described in Exhibit A hereto;
(b) and all information, inventions, technology, technical
documentation, designs (including circuit designs), materials and knowhow
which describe use of such bus interface technology and which Rambus provides
Goldstar during the course of implementing this Agreement, including all such
items specified in Section 3 below.
1.2. Rambus Interface Specification. "Rambus Interface Specification"
------------------------------
means, at any time, the then most current version of the interface specification
finalized and released by Rambus.
1.3. Compatible. "Compatible," (including "Compatibility" and other
----------
variants) as applied to an integrated circuit, means that the integrated circuit
is fully compatible with the Rambus Interface Specification such that the
integrated circuit can communicate with other integrated circuits manufactured
by licensees of Rambus which comply with the same Rambus Interface
Specification,
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<PAGE>
and shall include protocol, pin function, pin sequencing, pin pitch and
electrical specifications compatibility.
1.4. Rambus DRAM. "Rambus DRAM" means each integrated circuit which is
-----------
principally a dynamic random access memory (DRAM) and which (i)incorporates all
or part of the Rambus Interface Technology, (ii)is defined and designed by
Goldstar (or by a third party for Goldstar), and (iii)is Compatible with the
Rambus Interface Specification.
1.5. Rambus Processor. "Rambus Processor" means each processor, other than
----------------
[***], having a program counter and capable of independently executing
instructions and which (i) incorporates all or part of the Rambus Interface
Technology, (ii) is defined and designed by Goldstar (or by a third party for
Goldstar), and (iii) is Compatible with the Rambus Interface Specification.
"Rambus Processor" includes, for example, microprocessors, microcontrollers,
and digital signal processors which meet the forgoing requirements set forth
in clauses (i) - (iii) above, but does not include co-processors, graphics
processors, image processors, or audio processors.
[***]
1.7. Rambus Peripheral. "Rambus Peripheral" means each integrated circuit
-----------------
which does not have a principal function of memory storage, other than a Rambus
Processor or an Intel
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[*] Confidential treatment requested.
<PAGE>
Processor, which (i)incorporates all or part of the Rambus Interface
Technology, (ii)is defined and designed by Goldstar (or by a third party for
Goldstar), and (iii)is Compatible with the Rambus Interface Specification.
"Rambus Peripheral" includes, for example, co-processors, graphics processors,
image processors, audio processors, peripheral devices, RAMDACs, and bus
interface devices which meet the foregoing requirements set forth in clauses
(i) - (iii) above.
1.8. Rambus Customer Designed ASIC. "Rambus Customer Designed ASIC" means
-----------------------------
each integrated circuit, such as a standard cell or gate array, which (i)
incorporates all or part of the Rambus Interface Technology, (ii) is Compatible
with the Rambus Interface Specification, and (iii) either (A) for which Goldstar
does not exclusively design and define all mask layers and which, to the extent
not designed by Goldstar, is designed in whole or in part by a Goldstar customer
using Goldstar design information, (B) which is sold by Goldstar exclusively
to one or a limited number of customers, or (C) which is designed by Goldstar
primarily for use only in Goldstar Rambus Systems.
1.9. Rambus ICs. "Rambus ICs" means integrated circuits including Rambus
----------
Interface Technology, including without limitation Rambus Processors, Rambus
DRAMs, Rambus Peripherals, and Rambus Customer Designed ASICs.
1.10. Option Products. "Option Products" means Rambus Processors, Rambus
---------------
Peripherals, and Rambus Customer Designed ASICs.
1.11. Licensed Rambus ICs. "Licensed Rambus ICs" means any Rambus ICs which
-------------------
fall within the scope of the licenses granted by Rambus to Goldstar pursuant to
Section 2 hereunder. The scope of the license to Goldstar as of the Effective
Date is Rambus DRAMs. As set forth in
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<PAGE>
Section 2.6, Goldstar may add the Option Products as Licensed Rambus ICs to be
included in the scope of the licenses granted by Rambus (the "Option Right").
1.12. Rambus Module. "Rambus Module" means each product incorporating any
-------------
Licensed Rambus ICs on a substrate (such as silicon, ceramic or a PC board) with
multiple integrated circuits attached which are not in their own packages.
1.13. Rambus Board. "Rambus Board" means each product, other than Rambus
------------
Modules, incorporating any Licensed Rambus ICs or Rambus Modules in a card or
other board product.
1.14. Rambus System. "Rambus System" means each product incorporating any
-------------
Licensed Rambus ICs, Rambus Modules and/or Rambus Boards in a system.
1.15. 64 Megabit RDRAM. "64 Megabit RDRAM" means a 64 megabit Rambus DRAM.
----------------
1.16. Goldstar DRAM Process. "Goldstar DRAM Process" means Goldstar's
---------------------
second generation 64 megabit DRAM semiconductor manufacturing process.
1.17. 64 Megabit RDRAM Implementation Package. "64 Megabit RDRAM
---------------------------------------
Implementation Package" means an implementation package for the Rambus-specific
portion of a 64 Megabit RDRAM based on the Goldstar DRAM Process, consisting of
final specifications, sized transistor schematics, floor plan, process correct
layout data base tape, and preliminary test vectors; core implementation is not
included.
1.18. Goldstar CMOS Process. "Goldstar CMOS Process" means the particular
---------------------
Goldstar CMOS process technology as is agreed by the parties in writing, as set
forth in Section 3.4(b) below.
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<PAGE>
1.19. RAPID Chip. "RAPID Chip" means a [***] chip for
----------
the Goldstar CMOS Process, as described in Exhibit D.
1.20. RAPID Chip Deliverables. "RAPID Chip Deliverables" means [***]
1.21. RAC. "RAC" means the ASIC cell developed by Rambus which is
---
specified in "Rambus ASIC Cell Specification (version 5.7)".
1.22. Modified RAC. "Modified RAC" means the ASIC cell developed pursuant to
------------
this Agreement based on the design of the RAC as modified for the Goldstar
CMOS Process.
1.23. RAC Deliverables. "RAC Deliverables" means a layout data base tape
----------------
and implementation package for the Modified RAC, as set forth in Exhibit E.
1.24. Rambus Intellectual Property Rights. "Rambus Intellectual Property
-----------------------------------
Rights" means all patents, patent applications, copyrights, and other
intellectual property rights in all countries of the world which are owned by
Rambus (or licensed to Rambus with the right to grant sublicenses of the scope
granted herein without payment of royalties) and which are required for the
manufacture and sale of Rambus ICs.
1.25. Confidential Information. "Confidential Information" has the meaning
------------------------
set forth in Section 5.1 below.
1.26. Goldstar Improvements. "Goldstar Improvements" shall mean all
---------------------
upgrades, enhancements, shrinks, improvements or other derivatives of Rambus
Interface Technology which are made, acquired or licensed by Goldstar or
Goldstar Subsidiaries either during the term of this
[*] Confidential treatment requested.
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<PAGE>
Agreement, or prior to the date of this Agreement but after the date of the
initial nondisclosure agreement between the parties pertaining to any Rambus
Interface Technology.
1.27. Goldstar Patents. "Goldstar Patents" shall mean all patents, patent
----------------
applications and other patent rights (including utility models) in all
countries of the world issued or issuing on patent or utility model
applications which are entitled to an effective filing date on or before the
date of termination of this Agreement, which apply directly to any Rambus
Interface Technology or Goldstar Improvements and which are owned by Goldstar
or Goldstar Subsidiaries (or licensed to Goldstar or Goldstar Subsidiaries
with the right to grant sublicenses of the scope granted herein without
payment of royalties).
1.28. Design Team. "Design Team" means a group of engineers and physical
-----------
layout technicians appropriate in number for making the significant
modifications of a complex integrated circuit to adapt it to use Rambus
Interface Technology or to architect it from its inception and, in either
case, to do so in a time frame similar to other high priority projects of
similar complexity.
1.29. Sell. To "Sell" a product or item means to sell, lease, or otherwise
----
transfer or dispose of the product or item, or to commence internal productive
use thereof. ("Sold," "Sale," and other forms of "Sell" shall have the same
meaning.)
1.30. Net Sales. "Net Sales" means the gross sales amount invoiced to
---------
customers of Goldstar or its Subsidiaries for all Licensed Rambus ICs, less
(i) amounts invoiced for returned goods for which a refund is given, (ii)
customary quantity discounts actually given but not reflected in the invoiced
price, and (ii) separately stated charges for insurance, handling, duty,
freight and taxes where such items are included in the invoiced price. In the
case of Licensed Rambus ICs transferred by
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<PAGE>
Goldstar to a Goldstar Subsidiary for resale by such Subsidiary, only the
final Sale by the Subsidiary shall be included in the Net Sales amount.
1.31. Subsidiary. "Subsidiary" means either (a) a corporation or other
----------
entity in which at all times more than fifty percent (50%) of the stock or
other equity interests entitled to vote for the election of directors or
equivalent governing body is owned by a party; or (b) subject to written
approval by the other party, a corporation or other entity in which a party
has effective management control but, due to governmental restrictions or
other business reasons, owns less than fifty percent (50%) of the stock or
other equity interests entitled to vote for the election of directors or
equivalent governing body.
1.32. Effective Date. "Effective Date" means the later of the date of
--------------
signing by the second party to sign this Agreementand the date of all required
approvals of this Agreement by the Korean government, provided that if such
approvals are not obtained prior to sixty (60) days after the date of signing
by the second party to sign this Agreement, Rambus will have the right to
terminate this Agreement on notice to Goldstar.
SECTION 2
LICENSES
--------
2.1. Manufacturing Rights.
--------------------
(a) Commencing on the Effective Date and subject to the terms and
conditions of this Agreement, Rambus hereby grants to Goldstar a worldwide,
nonexclusive, nontransferable license, under the Rambus Intellectual Property
Rights, to manufacture Licensed Rambus ICs,
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<PAGE>
Rambus Modules, Rambus Boards and Rambus Systems for distribution in
accordance with Section 2.2 below.
(b) Goldstar shall have the right to subcontract manufacturing and
testing of all or part of Licensed Rambus ICs, Rambus Modules, Rambus Boards
and Rambus Systems provided that (i) subcontractors only receive mask sets or
data bases, (ii) each subcontractor agrees in writing not to use Rambus
Interface Technology for any purpose other than such subcontract manufacturing
for Goldstar, and (iii) Goldstar shall be responsible for any misuse of Rambus
Interface Technology by its subcontractors. Nothing herein shall be deemed to
grant Goldstar subcontractors any license under the Rambus Interface
Technology except for performing subcontract manufacturing and testing for
Goldstar as provided herein.
2.2. Distribution Rights.
-------------------
(a) Subject to the terms and conditions of this Agreement, Rambus
hereby grants to Goldstar the following rights to distribute Licensed Rambus
ICs, Rambus Modules, Rambus Boards and Rambus Systems:
(i) a worldwide, nonexclusive, nontransferable license, under the
Rambus Intellectual Property Rights, to distribute (A) Licensed Rambus ICs
manufactured by Goldstar, other than Rambus Customer Designed ASICs, as
individual components; and (B) Rambus Modules, Rambus Boards and Rambus Systems
manufactured by or for Goldstar, other than Rambus Modules, Rambus Boards or
Rambus Systems which contain any Rambus Customer Designed ASICs; and
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<PAGE>
(ii) effective only upon Goldstar's exercise of the Option
Right, a worldwide, nonexclusive, nontransferable license, under the Rambus
Intellectual Property Rights, to distribute Rambus Customer Designed ASICs
manufactured by or for Goldstar and Rambus Modules which contain any such
Rambus Customer Designed ASICs only as follows:
(A) to third parties [***] and not for resale as integrated
circuits or Rambus Modules; or
(B) in limited quantities to third parties which have agreed
to use the limited quantity of Rambus Customer Designed ASICs for design,
development and experimental purposes only and not for resale (either as
components or incorporated with other products).
(b) In connection with any [***].
(c) Nothing in this Section 2.2 shall limit the right of Goldstar
or its Subsidiaries to Sell Licensed Rambus ICs, Rambus Modules, Rambus Boards
and Rambus Systems through normal distribution channels including, without
limitation, distributors and manufacturers' representatives.
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[*] Confidential treatment requested.
<PAGE>
2.3. Sublicense Rights. Goldstar shall have the right to grant
-----------------
sublicenses of the rights granted in Sections2.1 and 2.2 above only to
Subsidiaries of Goldstar; provided, that (i) Goldstar shall cause each
Subsidiary to agree to be bound by the terms and conditions of this Agreement,
excluding the provisions of this paragraph, and (ii) such sublicense will
terminate upon termination of this Agreement for any reason. The services
specified in Section 3 are the services to be provided by Rambus, in the
aggregate, for Goldstar and its sublicensed Subsidiaries. Goldstar may, at its
option, itself pay royalties accrued by sublicensed Subsidiaries, or may cause
such sublicensed Subsidiaries to pay such royalties directly to Rambus,
subject to Goldstar's guarantee of such payment. Rambus' audit rights pursuant
to Section4.4 below shall apply to all sublicensed Subsidiaries. Goldstar
hereby guarantees the performance by each Subsidiary of all obligations
contained herein.
2.4. Proprietary Markings. On each Licensed Rambus IC and Rambus Module
--------------------
manufactured by Goldstar, or on its packaging and/or documentation, providing
it is reasonable and practical to do so but in any event at least to the same
extent that Goldstar so marks its own integrated circuits and modules and
documentation, Goldstar shall duplicate and apply Rambus' patent and other
proprietary notices which Rambus shall provide Goldstar from time to time.
2.5. Trademarks.
----------
(a) Goldstar shall mark all catalogues, brochures and other
marketing material used for Licensed Rambus ICs and Rambus Modules with the
marking set forth in Exhibit B, as amended by Rambus from time to time
("Trademarks"), to indicate that the Licensed Rambus IC or Rambus Module
complies with the Rambus Interface Specification. All representations of
Rambus'
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<PAGE>
Trademarks that Goldstar uses shall first be submitted to Rambus for approval
of design, color and other details or shall be exact duplicates of those used
by Rambus.
(b) Goldstar shall mark each Licensed Rambus IC with the
Trademarks, providing it is reasonable and practical to do so but in any event
at least to the same extent that Goldstar so marks its own integrated circuits
and modules.
(c) Goldstar shall use the Trademarks in accordance with the
instructions from Rambus and agrees that Rambus may from time to time issue
reasonable revisions to these instructions for the purpose of protecting the
standards of performance established for Rambus's goods and services sold
under the Trademarks.
2.6. Option Right. It is agreed that until February 28, 1997 Goldstar has
------------
an Option Right to obtain a license pursuant to this Agreement with respect to
each of the three Option Products upon written notice to Rambus. The Option
Right shall be deemed exercised, and each individual Option Product shall
become a Licensed Rambus IC, only when Rambus has received both the above-
referenced written notice and payment of the license fee specified in Section
4.1(b)(i) below. This Option Right shall expire if not so exercised by
February 28, 1997.
2.7. Limitations. No license or other right is granted, by implication,
-----------
estoppel or otherwise, to Goldstar, under any patents, confidential
information or other intellectual property rights now or hereafter owned or
controlled by Rambus except for the licenses and right expressly granted in
this Agreement. In addition, Goldstar shall have no right to manufacture and
distribute or authorize its customers to use or distribute integrated circuits
which incorporate all or part of
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<PAGE>
Rambus Interface Technology other than Licensed Rambus ICs. Nothing contained
in this Agreement shall be construed as:
(i) a warranty or representation by Rambus as to the validity,
enforceability, and/or scope of any Rambus Intellectual Property Right;
(ii) imposing upon Rambus any obligation to institute any
suit or action for infringement of any Rambus Intellectual Property Right, or
to defend any suit or action brought by a third party which challenges or
concerns the validity, enforceability, or scope of any Rambus Intellectual
Property Right;
(iii) imposing on Rambus any obligation to file any patent
application or other intellectual property right application or registration
or to secure or maintain in force any patent or other Rambus Intellectual
Property Right; or
(iv) a warranty or representation by Rambus as to the
performance, operation or maintenance of any product of Goldstar manufactured,
used or sold pursuant to this Agreement.
SECTION 3
TECHNOLOGY TRANSFER AND SUPPORT
-------------------------------
3.1. 16/18 Megabit Rambus DRAM.
-------------------------
(a) Goldstar acknowledges that Rambus delivered the 16/18 and 8
Megabit Rambus DRAM implementation packages to Goldstar pursuant to the Prior
Agreement.
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<PAGE>
(b) From time to time Rambus will provide to Goldstar updates to
the items delivered pursuant to Section 3.1(a) above, if required to enable
Goldstar to maintain Compatibility. In addition, Rambus will provide to
Goldstar any corrections or other modifications to such design information
which are required to enable Goldstar to comply with the 16/18 megabit Rambus
DRAM product specification provided by Rambus. This does not include any
modifications pertaining to additional features or other modifications or
additions to the product specification.
(c) Goldstar has assigned a Design Team to design, implement and
manufacture the 16/18 and 8 megabit Rambus DRAMs defined by the specifications
provided by Rambus, and such Design Team shall use best efforts to complete
such designs and manufacture such products as soon as possible. In addition,
Goldstar shall use its best efforts to manufacture, market, and Sell such
products in whatever order Goldstar chooses.
3.2. Option Products.
---------------
(a) If Goldstar exercises the Option Right, within thirty (30)
days after Rambus' receipt of the payment specified in Section 4.1(b)(i) below
Rambus shall deliver to Goldstar one copy of the complete, most up-to-date
versions of the then current revisions of the items listed in Exhibit C.
(b) If Goldstar exercises the Option Right, from time to time
Rambus will provide to Goldstar updates to the specifications listed in
Exhibit C, if required to enable Goldstar to maintain Compatibility. In
addition, Rambus will provide to Goldstar any corrections or other
modifications to the design information listed in Exhibit C which are required
to enable Goldstar to comply with the Rambus ASIC product specification
provided by Rambus. This does not include
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<PAGE>
any modifications pertaining to additional features or other modifications or
additions to the product specification.
3.3. 64 Megabit Rambus DRAM.
----------------------
(a) Within ten (10) days after the Effective Date, Rambus shall
provide to Goldstar a preliminary data sheet for a 64 Megabit RDRAM, which
will contain an overview of key features and key differences, with respect to
implementation of the Rambus interface, between a 64 megabit DRAM and 16
Megabit RDRAM; and such key target specifications as power and latency goals.
(b) Rambus will use its best efforts to provide to Goldstar, by
June 30, 1995, a detailed specification of the 64 Megabit RDRAM which will
include a complete feature description, full register definition, and
input/output characteristics.
(c) Rambus will use its best efforts to provide to Goldstar, by
September30, 1995, a core interface document for the 64 Megabit RDRAM which
will contain a description of core functions, core interface pin placement,
and core interface timing.
(d) Rambus will use its best efforts to provide to Goldstar, by
June 30, 1996, a complete 64 Megabit RDRAM Implementation Package. It is
understood and agreed that because of the CAD process, the layout may not be
completely optimized but will be functional to the core specification.
(e) By February 28, 1995 Goldstar will provide to Rambus complete
layout design rules, transistor spice models, and process characteristics for
the Goldstar DRAM Process as set forth in Exhibit F hereto. By December31,
1995 Goldstar will provide to Rambus final layout
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<PAGE>
design rules and transistor models for the Goldstar process. Goldstar
acknowledges that any delay in providing these items to Rambus may result in a
delay in the schedule specified in Sections 3.3(b), (c) and (d) above. If the
process characteristics for the Goldstar DRAM Process provided to Rambus by
Goldstar are incompatible with achievement of the target specifications
developed by Rambus pursuant to Sections 3.3(a) and (b) above, then Goldstar
and Rambus agree that they will use best efforts to jointly agree to
modifications of the target specifications, the Goldstar DRAM Process, or a
combination of both as necessary to achieve compatibility.
(f) In addition, Goldstar agrees, at its expense, to manufacture a
reasonable number of test wafers of Rambus' design for the purpose of Rambus'
extraction of detailed transistor and process characteristics. For this
purpose, Rambus will provide the test structure layout database; Goldstar will
make the masks and fabricate the test wafers. The first manufacturing run will
be early in the second quarter of 1995 based on the preliminary version of the
Goldstar DRAM Process, and a second manufacturing run will be late in the
fourth quarter of 1995 or early in the first quarter of 1996 based on the
final version of the Goldstar DRAM Process. Goldstar acknowledges that any
delay in providing test wafers to Rambus may result in a delay in the schedule
specified in Sections 3.3(b), (c) and (d) above.
(g) If agreed by the parties, one or two Goldstar engineers may
participate at Rambus in the development of the 64 Megabit RDRAM
Implementation Package. Goldstar will reimburse Rambus' cost of providing any
necessary computer, equipment, or facilities necessary to support the Goldstar
engineers. These engineers will remain as Goldstar employees, and Goldstar
will be responsible for all compensation, benefits, expense reimbursement, and
other payments to
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<PAGE>
these employees. All work performed by such Goldstar engineers resident at
Rambus' facility shall be owned exclusively by Rambus, and Goldstar
irrevocably transfers and assigns such ownership to Rambus. All other terms
governing the engineers' activities while at Rambus will be mutually agreed
upon by Goldstar and Rambus before the engineers begin work at Rambus.
(h) Goldstar will assign a Design Team to modify its 64 megabit
DRAM core as required to conform to the core interface document delivered by
Rambus pursuant to Section 3.3(c) above. Such Design Team will be assigned at
a time such that the required core modifications can be completed by the time
Rambus delivers the 64 Megabit RDRAM Implementation Package. Goldstar agrees
to use its best efforts to develop, manufacture, market, and sell production
64 Megabit RDRAMs. Goldstar will use its best efforts to redesign the 64
Megabit RDRAM for improved processes to reduce manufacturing cost, in a manner
equivalent to such redesigns for Goldstar's commodity 64 megabit DRAM.
Goldstar agrees that it will use its best efforts to develop, manufacture,
market, and sell production quantities of Goldstar 64 Megabit RDRAMs within
three (3) years after the Effective Date.
(i) At Goldstar's request, Rambus agrees to provide at no charge
to Goldstar up to sixty (60) person days of consulting and evaluation with
respect to Goldstar's 64 Megabit RDRAM.
3.4. RAPID Chip.
----------
(a) Rambus will use its reasonable best efforts, [***]
[*] Confidential treatment requested.
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<PAGE>
[***]
(b) When Rambus notifies Goldstar that selection of the Goldstar
CMOS Process is required for the RAPID Chip development, Goldstar will provide
to Rambus, for each Goldstar process under consideration, the information set
forth in Exhibit F hereto. The parties will then, diligently and in good faith
and based on an evaluation of the compatibility of each process with RAPID
target specifications, use best efforts to reach agreement in writing upon the
Goldstar CMOS Process.
(c) On or before February 28, 1997, Goldstar will have the option
to exercise its Option Right with respect to Rambus Peripherals, as set forth
in Sections 2.6 and 4.1(b)(i) herein. Prior to such exercise, Goldstar shall
have the right to produce engineering samples and discuss the RAPID Chip with
a limited number of customers.
(d) Goldstar agrees to use its best efforts (i) [***]. At Goldstar's
request, Rambus agrees to make available at no charge to Goldstar up to thirty
(30) person days of consulting assistance in connection with Goldstar's
implementation of the RAPID Chip Deliverables.
3.5. RAC. Rambus agrees to develop the Modified RAC and provide the RAC
---
Deliverables to Goldstar. [***]
[*] Confidential treatment requested.
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<PAGE>
[***] Rambus estimates that it will require approximately
four (4) months from commencement of development to completion of the RAC
Deliverables. Upon receipt of the RAC Deliverables from Rambus, Goldstar will
implement the Modified RAC (as set forth in Exhibit G hereto), including
without limitation development and manufacture of a RAC test chip ("TRAC"),
fabrication, Modified RAC verification and characterization using the HP 83000
tester, and final circuit layout adjustments to the Modified RAC to meet speed
specifications and yield targets.
3.6. Consulting Assistance. Consulting in addition to that specified in
---------------------
Sections 3.3(i) and 3.4(d) above shall be made available by Rambus, subject to
staff availability and scheduling, at a price to be agreed by the parties. In
addition, if Rambus' obligations hereunder, including without limitation
consultation services to Goldstar, are performed in Korea or elsewhere outside
of the San Francisco Bay Area by mutual agreement of Rambus and Goldstar, then
Goldstar shall reimburse all travel and related living expenses incurred by
Rambus with respect thereto within thirty (30) days after receipt of Rambus'
invoice therefor.
3.7. Liaison. Each party shall assign one or two (2) qualified
-------
individuals, fluent in English, for purposes of acting as liaison for delivery
and receipt of technical information and support pursuant to this Agreement.
3.8. Disclaimer. THE RAMBUS INTERFACE TECHNOLOGY, TECHNICAL INFORMATION
----------
AND CONFIDENTIAL INFORMATION PROVIDED BY RAMBUS TO GOLDSTAR ARE PROVIDED "AS
IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE,
INCLUDING BUT NOT LIMITED TO ANY
[*] Confidential treatment requested.
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<PAGE>
IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
SECTION 4
FEES AND ROYALTIES
4.1. License Fees.
------------
(a) Rambus acknowledges receipt from Goldstar of all applicable
license fees with respect to Rambus DRAMs pursuant to the Prior Agreement.
(b) If Goldstar exercises the Option Right, Goldstar shall pay to
Rambus an additional license fee net of required income tax withholding in the
amount of [***] for each Option Product for which the Option Right is
exercised as follows:
(i) [***] upon exercise of the Option Right; and
(ii) [***] when Goldstar tapes out the first Option Product
intended for Sale, but in no event later than twelve (12) months after the
date of Goldstar's exercise of the Option Right; and
(iii) [***] upon the earlier of (A) when Goldstar has first
working silicon of the first Option Product intended for Sale, and (B) twenty-
four (24) months after the date of Goldstar's exercise of the Option Right.
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[*] Confidential treatment requested.
<PAGE>
Goldstar shall not unreasonably withhold its consent that the milestones
referenced in Sections 4.1(b) (ii) and (iii) have been achieved. If any such
milestone has already been achieved at the time the Option Right is exercised,
then the payment associated with such milestone shall be paid by Goldstar to
Rambus upon exercise of the Option Right along with the payment required
pursuant to Section 4.1(b)(i). In all events, the full license fee shall be due
no later than upon the first commercial shipment by Goldstar of any Option
Product.
(c) The license fees set forth in this Section4.1 shall be
nonrefundable.
4.2. Development Fees.
----------------
(a) With respect to Rambus' 64 Megabit RDRAM development services
hereunder, Goldstar will pay to Rambus a development fee of [***], as follows:
(i) [***] within twenty (20) days after the Effective Date;
(ii) [***] by April 14, 1995;
(iii) [***] by September 29, 1995; and
(iv) [***] upon Rambus' delivery to Goldstar of the 64
Megabit RDRAM Implementation Package pursuant to Section 3.3(d) above.
(b) With respect to Rambus' Modified RAC development services
hereunder, Goldstar will pay to Rambus a development fee of [***], as follows:
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[*] Confidential treatment requested.
<PAGE>
(i) [***] when Rambus notifies Goldstar that Rambus has
commenced development of the Modified RAC; and
(ii) [***] upon Rambus' delivery to Goldstar of the RAC
Deliverables.
(c) The payments specified in Sections 4.2(a) and (b) above
will be nonrefundable and shall not be recoupable against any royalty or other
payment obligations of Goldstar. The parties understand that the [***] fee to
be paid to Rambus represents payment of the cost incurred by Rambus for
development of the 64 Megabit RDRAM Implementation Package and RAPID Chip
Deliverables and for related consulting, and that the [***] fee to be paid to
Rambus represents payment of the cost incurred by Rambus for development of
the Modified RAC and for related consulting, and accordingly these payments
shall not be subject to Korean withholding tax. However, if a Korean tax
authority does impose Korean withholding tax on these payments of [***] or any
portion thereof, Goldstar may deduct such withholding tax from said payments
and Goldstar shall promptly furnish Rambus with official receipts issued by
the relevant tax authorities.
4.3. Royalties.
---------
(a) In addition to the above fees, upon each Sale by Goldstar of
Licensed Rambus ICs, Goldstar shall pay to Rambus a royalty equal to the
following percentage of Net Sales:
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[*] Confidential treatment requested.
<PAGE>
Royalty
Product Percentage
Rambus DRAMs--for Net Sales in calendar years 1994, 1995 and 1996 [***]
Rambus DRAMs--for Net Sales in calendar years 1997, 1998 and 1999 [***]
Rambus DRAMs--for Net Sales in calendar years after 1999 [***]
Rambus Processors [***]
Rambus Peripherals [***]
Rambus Customer Designed ASICs [***]
For Sales of Rambus DRAMs in any calendar quarter in which such Sales
equal or exceed (on a dollar value basis) [***] of Goldstar's total Sales of
DRAMs, the Rambus DRAM royalty shall be reduced to [***] of Net Sales for that
quarter. At its option, Rambus may consider a further reduction in the royalty
rate for Rambus DRAMs.
Upon exercise by Goldstar of its Option Right pursuant to Section 2.6
above with respect to any Option Product, Rambus agrees to discuss with
Goldstar the potential reduction of the royalty percentage applicable to such
Option Product.
(b) Modules, Boards, and Systems. During each quarter "Net Sales"
----------------------------
for each Licensed Rambus IC incorporated into a Rambus Module, or incorporated
into a Rambus Board or Rambus System by Goldstar [***] between Goldstar and
Rambus, shall be calculated based on the average gross selling price earned by
Goldstar during such quarter on Sales of that Licensed Rambus IC as components
to unaffiliated customers in arms length sales. If there are no such Sales,
then the parties shall use such average gross selling price of Licensed Rambus
ICs with similar functionality. Such royalties shall be due upon the internal
transfer of the Licensed Rambus IC for such incorporation.
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[*] Confidential treatment requested.
<PAGE>
(c) Nonmarket Dispositions. In the event that Licensed Rambus ICs are
----------------------
Sold in circumstances in which the selling price is established on other than
an arms-length basis, "Net Sales" for each such Licensed Rambus IC shall be
calculated based on the volume of such Licensed Rambus IC multiplied by the
average gross selling price earned by Goldstar during such quarter on Sales of
that Licensed Rambus IC to unaffiliated customers in arms length Sales. If
there are no such Sales, then the parties shall use such average gross selling
price of Licensed Rambus ICs with similar functionality.
(d) Finished Products. Goldstar understands and agrees that royalties
-----------------
are intended to be paid hereunder for, and the royalty rates specified herein
are based upon, Net Sales of Licensed Rambus ICs in finished product form. If
Goldstar Sells Licensed Rambus ICs in unfinished form (e.g., as processed
wafers, unpackaged products, or otherwise requiring additional work), then
"Net Sales" for each such Licensed Rambus IC shall be calculated based on the
actual Sales price only if (a) Rambus has in effect a royalty-bearing license
with the customer of Goldstar for such unfinished products, or (b) Rambus
agrees specifically in writing to Goldstar to such calculation for each
customer of such unfinished products. In all other cases of Sales of
unfinished products, Net Sales shall be calculated based on the volume of each
Licensed Rambus IC multiplied by the average gross selling price earned by
Goldstar during such quarter on Sales of that Licensed Rambus IC, in finished
product form, to unaffiliated customers in arms length Sales. If there are no
such Sales, then the parties shall use the average selling price of finished
Licensed Rambus ICs with similar functionality. Nothing in this Section 4.3(d)
shall require Goldstar to obtain prior approval from Rambus for any Sale of
unfinished products.
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<PAGE>
4.4. Payments and Accounting.
-----------------------
(a) Records and Audits. With respect to the royalties set forth
------------------
herein, Goldstar shall keep complete and accurate records. These records shall
be retained for a period of three (3) years from thedate of payment,
notwithstanding the expiration or other termination of this Agreement. Rambus
or its designated accounting firm shall have the right to examine and audit,
not more than once a year unless the preceding audit revealed a discrepancy,
and during normal business hours, all such records and such other records and
accounts as may contain, under recognized accounting practices, information
bearing upon the amount of royalties payable to Rambus under this Agreement.
Prompt adjustment shall be made by Goldstar to compensate for any errors
and/or omissions disclosed by such examination or audit which result in an
underpayment of royalties hereunder. Should the amount of any such error
and/or omission exceed five percent (5%) of the total royalties due for the
period under audit, then upon request by Rambus, Goldstar shall pay for the
cost of the audit.
(b) Reports and Payment Terms. Within thirty (30) days after the end of
-------------------------
each Goldstar fiscal quarter, until all royalties payable hereunder shall have
been reported and paid, Goldstar shall furnish to Rambus an itemized statement
in suitable form showing all said products subject to royalties which were
Sold during such quarter, and the amount of royalty payable thereon. If no
products subject to royalty have been Sold, that fact shall be shown on such
statement. Also, within such thirty (30) day period Goldstar shall pay to
Rambus the royalties payable hereunder for such quarter. All royalty and other
payments to Rambus hereunder shall be in United States dollars. Royalties
based on Sales in other currencies shall be converted to United States dollars
according to
-25-
<PAGE>
the official rate of exchange for that currency, as published by The Korean
Bank on the last business day of the calendar month in which the royalty
accrued.
4.5. Taxes. Goldstar shall bear and pay all taxes (including, without
-----
limitation, sales and value added taxes but excluding income tax as specified
below) imposed by the Korean government, including any political subdivision
thereof, as the result of this Agreement or the exercise of rights hereunder.
Goldstar shall not bear and pay any income or withholding taxes imposed by the
Korean government upon the payments made pursuant to Section 4.3 hereof to the
extent that such taxes are to be credited to taxes payable by Rambus to the
United States government. Goldstar may deduct such taxes from said payments
and Goldstar shall promptly furnish Rambus with official receipts issued by
the relevant tax authorities.
SECTION 5
CONFIDENTIAL INFORMATION
------------------------
5.1. Confidential Information.
------------------------
(a) As used in this Section5.1, the term "Confidential
Information" shall mean any information disclosed by one party to the other
pursuant to this Agreement which is in written, graphic, machine readable or
other tangible form and is marked "Confidential", "Proprietary" or in some
other manner to indicate its confidential nature. Confidential Information may
also include oral information disclosed by one party to the other pursuant to
this Agreement, provided that such information is designated as confidential
at the time of disclosure and reduced to a written summary by the disclosing
party, within thirty(30) days after its oral disclosure, which is marked in a
manner
-26-
<PAGE>
to indicate its confidential nature and delivered to the receiving party.
Notwithstanding any failure to so identify it, however, the Rambus Interface
Technology shall be deemed "Confidential Information" hereunder.
(b) Each party shall treat as confidential all Confidential
Information of the other party, shall not use such Confidential Information
except as expressly set forth herein or otherwise authorized in writing, shall
implement reasonable procedures to prohibit the disclosure, unauthorized
duplication, misuse or removal of the other party's Confidential Information
and shall not disclose such Confidential Information to any third party except
as may be necessary and required in connection with the rights and obligations
of such party under this Agreement, and subject to confidentiality obligations
at least as protective as those set forth herein. Without limiting the
foregoing, each of the parties shall use at least the same procedures and
degree of care which it uses to prevent the disclosure of its own confidential
information of like importance to prevent the disclosure of Confidential
Information disclosed to it by the other party under this Agreement and the
Prior Agreement, but in no event less than reasonable care.
(c) Notwithstanding the above, neither party shall have liability to
the other with regard to any Confidential Information of the other which:
(i) was generally known and available at the time it was
disclosed or becomes generally known and available through no fault of the
receiver;
(ii) was known to the receiver, without restriction, at the
time of disclosure as shown by the files of the receiver in existence at the
time of disclosure;
(iii) is disclosed with the prior written approval of the
discloser;
-27-
<PAGE>
(iv) was independently developed by the receiver without any
use of the Confidential Information and by employees orother agents of the
receiver who have not been exposed to the Confidential Information, provided
that the receiver can demonstrate such independent development by documented
evidence prepared contemporaneously with such independent development;
(v) becomes known to the receiver, without restriction, from a
source other than the discloser without breach of this Agreement by the
receiver and otherwise not in violation of the discloser's rights;or
(vi) is disclosed pursuant to the order or requirement of a
court, administrative agency, or other governmental body; provided, that the
receiver shall provide prompt, advanced notice thereof to enable the discloser
to seek a protective order or otherwise prevent such disclosure.
(d) Each party shall obtain the execution of proprietary non-
disclosure agreements with its Subsidiaries, employees, agents, consultants,
and third party designers and manufacturers having access to Confidential
Information of the other party, and shall diligently enforce such agreements,
or shall be responsible for the actions of such Subsidiaries, employees,
agents and consultants in this respect.
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<PAGE>
SECTION 6
INTELLECTUAL PROPERTY OWNERSHIP AND INDEMNIFICATION
---------------------------------------------------
6.1. Ownership.
---------
(a) Subject to the licenses granted to Goldstar herein, Rambus
shall own and retain all right, title, and interest in the Rambus Interface
Technology, 8 and 16/18 Megabit RDRAM Implementation Packages, 64 Megabit RDRAM
Implementation Package, RAPID Chip Deliverables, and RAC Deliverables provided
by Rambus hereunder, all upgrades, enhancements and improvements thereto made by
Rambus and all intellectual property rights with respect thereto, including
without limitation the unsized transistor net list implementation of the 64
Megabit RDRAM Implementation Package, RAPID Chip Deliverables, and RAC
Deliverables, provided only that the specific implementation of the 64 Megabit
RDRAM Implementation Package, RAPID Chip Deliverables, and RAC Deliverables in
the Goldstar DRAM Process or Goldstar CMOS Process or using other fab processes,
as applicable, shall be owned by Goldstar. Without limiting the foregoing,
nothing in this Agreement shall prevent or restrict Rambus from developing
similar implementation packages or deliverables for or with third parties,
including use by Rambus of information developed or learned by Rambus in
connection with the development of the 64 Megabit RDRAM Implementation Package,
RAPID Chip Deliverables, and RAC Deliverables, hereunder, except for
Confidential Information of Goldstar.
(b) Nothing contained in this Agreement shall be construed as
an assignment by Goldstar to Rambus of any technology developed or owned by
Goldstar. Goldstar shall be free to develop Goldstar Improvements; provided,
that Goldstar shall have no license from Rambus to use
-29-
<PAGE>
such Goldstar Improvements in any product which incorporates all or part of
the Rambus Interface Technology other than the Licensed Rambus ICs which
Goldstar is licensed to manufacture and distribute hereunder.
6.2. Goldstar Patents. Goldstar hereby grants Rambus a worldwide, royalty-
----------------
free, fully paid, nonexclusive license under Goldstar Patents to make, have
made, use and sell or otherwise transfer, any products or technology which
also incorporates all or part of Rambus Interface Technology. Rambus shall
have rights to sublicense its rights under the Goldstar Patents to each other
licensee of any Rambus Interface Technology who has agreed to grant similar
rights to Rambus with respect to such licensee's patents pertaining to the
Rambus Interface Technology. In return, sublicenses to Goldstar of such
licensee's patents shall be included in the Rambus Interface Technology
licensed to Goldstar by Rambus hereunder.
6.3. Indemnification Disclaimer.
--------------------------
(a) Rambus represents and warrants that, without investigation,
Rambus has no knowledge that the Rambus Interface Technology infringes any
patents, copyrights, trademarks, trade secrets or other intellectual property
rights of any third party.
(b) Rambus disclaims and shall have no obligation of defense,
contribution, or indemnity with respect to any actual or alleged intellectual
property infringement with respect to the Rambus Technology, Rambus Interface
Specification, or otherwise arising out of this Agreement. Rambus shall have
no liability arising out of any such actual or alleged intellectual property
infringement, except to the extent constituting a breach of the representation
and warranty in Section 6.3(a) above. However, Rambus will use its best
efforts to provide to Goldstar a reasonable level of
-30-
<PAGE>
technical support in case of any legal action involving Rambus Technology
to which Goldstar is a party.
(c) Goldstar disclaims and shall have no obligation of defense,
contribution, or indemnity with respect to any actual or alleged intellectual
property infringement with respect to the Goldstar Patents, or otherwise
arising out of this Agreement.
SECTION 7
LIMITATION OF LIABILITY
-----------------------
IN NO EVENT WILL RAMBUS' LIABILITY ARISING OUT OF THIS AGREEMENT
(EXCEPT FOR BREACHES OF SECTION 5) EXCEED THE FEES AND ROYALTIES RECEIVED BY
RAMBUS HEREUNDER AND PURSUANT TO THE PRIOR AGREEMENT. EXCEPT FOR WILLFUL
MISUSE BY GOLDSTAR OF THE LICENSE GRANTED IN SECTION 2 HEREOF OR WILLFUL
MISUSE BY EITHER PARTY OF CONFIDENTIAL INFORMATION, IN NO EVENT SHALL EITHER
PARTY BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT, OR INCIDENTAL
DAMAGES, HOWEVER CAUSED, ON ANY THEORY OF LIABILITY AND WHETHER OR NOT SUCH
PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING IN ANY WAY
OUT OF THIS AGREEMENT OR THE DESIGNS, TECHNOLOGY OR PRODUCTS LICENSED OR
OTHERWISE PROVIDED PURSUANT TO THIS AGREEMENT.
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<PAGE>
SECTION 8
TERM AND TERMINATION
--------------------
8.1. Term. The term of this Agreement shall commence as of the Effective
----
Date and, unless and until terminated hereunder, shall continue for an initial
term of five (5) years and thereafter for automatically renewable consecutive
two (2) year periods. Goldstar shall be entitled to terminate this Agreement
by written notice to Rambus at least six (6) months prior to the expiration of
the then current term. As long as Goldstar meets its obligations hereunder and
this Agreement remains valid, Goldstar shall retain all rights under this
Agreement.
8.2. Termination.
-----------
(a) If either party defaults in the performance of any material
obligation hereunder and if any such default is not corrected within forty-
five (45) days after the defaulting party receives written notice thereof from
the non-defaulting party, then the non-defaulting party, at its option, may,
in addition to any other remedies it may have, terminate this Agreement.
(b) Either party may terminate this Agreement effective upon
written notice to the other party in the event that the other party becomes
the subject of a voluntary or involuntary petition in bankruptcy or any
proceeding relating to insolvency, or composition for the benefit of
creditors, if that petition or proceeding is not dismissed within sixty (60)
days after filing.
8.3. Survival. Upon any termination or expiration of this Agreement, all
--------
licenses and rights granted by Rambus shall terminate. In addition, all
amounts due to Rambus prior to the date of termination or expiration shall
remain due and payable. The provisions of Sections2.7, 3.8, 4.4, 4.5, 5, 6, 7,
and 9 shall survive any termination or expiration of this Agreement for any
reason.
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<PAGE>
SECTION 9
GOVERNING LAW; ARBITRATION
--------------------------
9.1. Governing Law. This Agreement shall be governed by andinterpreted in
-------------
accordance with the laws of the State of California, U.S.A., without reference
to conflict of laws principles.
9.2. Arbitration. All disputes and differences between Goldstar and Rambus
-----------
arising out of or in connection with this Agreement shall be settled amicably
through negotiations. In case such dispute or difference cannot be settled by
such means, it shall be finally settled by binding arbitration in English. If
action is initiated by Goldstar, such arbitration shall take place in San
Francisco, California under the Commercial Rules of Arbitration of the
American Arbitration Association by one arbitrator appointed in accordance
with said rules. If action is initiated by Rambus, such arbitration shall take
place in Seoul, Korea pursuant to the U.S.-Korean Commercial Arbitration
Agreement of December 1, 1974 by which each party is bound. The arbitrator
shall apply California law to the merits of any dispute or claim, without
reference to rules of conflicts of law or arbitration. Judgment on the award
rendered by the arbitrator may be entered in any court having jurisdiction
thereof. Notwithstanding the foregoing, the parties may apply to any court of
competent jurisdiction for injunctive relief without breach of this
arbitration provision.
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<PAGE>
SECTION 10
MISCELLANEOUS
-------------
10.1. Announcements.
-------------
(a) During the first calendar quarter of 1995 (or at such later
date as chosen by Rambus in coordination with Goldstar), Goldstar agrees to
publicly announce that it is in development of a 64 Megabit RDRAM. The wording
of such announcement shall be approved by the managements of Goldstar and
Rambus. At the same time, Goldstar will communicate the same information to
all of its marketing and sales personnel and its sales representatives.
(b) Within sixty (60) days of the delivery by Rambus of the [***]
including features and schedules.
10.2. Confidentiality of Agreement. Each party agrees that the terms and
----------------------------
conditions of this Agreement shall be treated as confidential information and
that neither party will disclose the terms or conditions to any third party
without the prior written consent of the other party, provided, however, that
each party may disclose the terms and conditions of this Agreement:
(i) as required by any court or other governmental body;
(ii) as otherwise required by law;
(iii) to legal counsel of the parties, accountants, and other
professional advisors;
[*] Confidential treatment requested.
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<PAGE>
(iv) in confidence, to banks, investors and other financing
sources and their advisors;
(v) in connection with the enforcement of this Agreement or
rights under this Agreement; or
(vi) in confidence, in connection with an actual or prospective
merger or acquisition or similar transaction.
10.3. Assignment. Neither party may assign or delegate this Agreement or
----------
any of its licenses, rights or duties under this Agreement without the prior
written consent of the other except either party may assign this Agreement to
a person or entity into which it has merged or which has otherwise succeeded
to all or substantially all of its business and assets, and which has assumed
in writing or by operation of law its obligations under this Agreement.
10.4. Authority. Each party represents that all corporate action necessary
---------
for the authorization, execution and delivery of this Agreement by such party
and the performance of its obligations hereunder has been taken.
10.5. Notices. All notices and other communications required or permitted
-------
hereunder shall be in writing and shall be mailed by first class airmail,
postage prepaid (registered or certified if available), or otherwise delivered
by hand, by messenger or by telecommunication, addressed to the addresses
first set forth above or at such other address furnished with a notice in the
manner set forth herein. Any notice for Goldstar shall be sent to the
attention of Dr. Min Sung Choi, Managing Director, Technology Officer &
Strategic Alliance; any notice for Rambus shall be sent to the attention of
Mr. Gary Harmon, Vice President. Such notices shall be deemed to have been
served
-35-
<PAGE>
when delivered or, if delivery is not accomplished by reason of some fault of
the addressee, when tendered.
10.6. Export Controls.
---------------
(a) United States Export Controls.
-----------------------------
(i) Goldstar understands and acknowledges that Rambus is
subject to regulation by agencies of the U.S. government, including the U.S.
Department of Commerce, which prohibit export or diversion of certain products
and technology to certain countries. Any and all obligations of Rambus to
provide Rambus Interface Technology, technical assistance, any media in which
any of the foregoing is contained, training, technical assistance, and related
technical data (collectively, "Data") shall be subject in all respects to such
United States laws and regulations as shall from time to time govern the
license and delivery of technology and products abroad by persons subject to
the jurisdiction of the United States, including the Export Administration Act
of 1979, as amended, any successor legislation, and the Export Administration
Regulations issued by the Department of Commerce, International Trade
Administration, Bureau of Export Administration. Goldstar agrees to cooperate
with Rambus, including, without limitation, providing required documentation,
in order to obtain export licenses or exemptions therefrom. Goldstar warrants
that it will comply in all respects with the export and reexport restrictions
set forth in the export license (if necessary) for every item shipped to
Goldstar and will otherwise comply with the Export Administration Regulations
or other United States laws and regulations in effect from time to time.
(ii) Without in any way limiting the provisions of this
Agreement, Goldstar agrees that unless prior written authorization is obtained
from the Bureau of Export Administration
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<PAGE>
or the Export Administration Regulations explicitly permit the reexport without
such written authorization, it will not export, reexport, or transship, directly
or indirectly, any Data disclosed or provided to Goldstar or the direct product
of such Data tocountry groups Q, S, W, Y or Z (as defined in the Export
Administration Regulations and which currently consist of Albania, Bulgaria,
Cambodia, Cuba, the Czech Republic, Estonia, Laos, Latvia, Libya, Lithuania,
Mongolian People's Republic, North Korea, Poland, Romania, the territory
comprising the former Union of Soviet Socialist Republics, the Slovak Republic,
and Vietnam), or to the People's Republic of China (excluding Taiwan) Haiti,
Iran, Iraq, Syria, Yugoslavia (Serbia and Montenegro), or to military or police
entities in South Africa, or to any other country as to which the U.S.
Government has placed an embargo against the shipment of products, which is in
effect during the term of this Agreement.
(b) COCOM Controls. Without in any way limiting the provisions of this
--------------
Agreement, Rambus agrees that no technical information disclosed by Goldstar
under this Agreement or any direct product of such technical information is
intended to or will be exported or reexported, directly or indirectly, to any
destination restricted or prohibited by COCOM without necessary authorization
by the appropriate government authorities.
10.7. Partial Invalidity. If any paragraph, provision, or clause thereof in
------------------
this Agreement shall be found or be held to be invalid or unenforceable in any
jurisdiction in which this Agreement is being performed, the remainder of this
Agreement shall be valid and enforceable and the parties shall negotiate, in
good faith, a substitute, valid and enforceable provision which most nearly
effects the parties' intent in entering into this Agreement.
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<PAGE>
10.8. Counterparts. This Agreement may be executed in two (2) or more
------------
counterparts, all of which, taken together, shall be regarded as one and the
same instrument.
10.9. Relationship of Parties. The parties hereto are independent
-----------------------
contractors. Nothing contained herein or done in pursuance of this Agreement
shall constitute either party the agent of the other party for any purpose or
in any sense whatsoever, or constitute the parties as partners or joint
venturers.
10.10. Modification. No alteration, amendment, waiver, cancellation or any
------------
other change in any term or condition of this Agreement shall be valid or
binding on either party unless the same shall have been mutually assented to
in writing by both parties.
10.11. Waiver. The failure of either party to enforce at any time the
------
provisions of this Agreement, or the failure to require atany time performance
by the other party of any of the provisions of this Agreement, shall in no way
be constituted to be a present or future waiver of such provisions, nor in any
way affect the validity of either party to enforce each and every such
provision thereafter. The express waiver by either party of any provision,
condition or requirement of this Agreement shall not constitute a waiver of
any future obligation to comply with such provision, condition or requirement.
10.12. Government Approvals. Goldstar represents and warrants that no consent
--------------------
or approval of any governmental authority in Korea is required in connection
with the valid execution and performance of this Agreement except as described
in Section1.32 or as may be required to transfer technical information to
Rambus under this Agreement. Goldstar shall be responsible for any required
filings of this Agreement with any Korean government agencies.
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<PAGE>
10.13. Entire Agreement; Prior Agreement. The terms and conditions herein
---------------------------------
contained along with the Prior Agreement constitute the entire agreement
between the parties and supersede all other agreements and understandings,
whether oral or written, between the parties hereto with respect to the
subject matter hereof and no agreement or understanding varying or extending
the same shall be binding upon either party hereto unless in a written
document signed by the party to be bound thereby. In the case of any
differences between this Agreement and the Prior Agreement, this Agreement
will apply.
10.14. Section Headings and Language. The section headings contained in this
-----------------------------
Agreement are for reference purposes only and shall not affect in any way the
meaning or interpretation of this Agreement. The English language shall govern
the meaning and interpretation of this Agreement.
10.15. Cooperation. Rambus and Goldstar agree to cooperate fully in the
-----------
performance of this Agreement. The parties agree to use best efforts to meet
together on a regular basis to further their mutual interests including, but
not limited to, discussions of future technology development, market strategy
and customer support.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed by duly authorized officers or representatives as of the date first
above written.
RAMBUS INC. GOLDSTAR ELECTRON CO., LTD.
By: /s/ Geoff Tate By: /s/ Min Sung Choi
______________________________ ______________________________
Name: GEOFF TATE Name: MIN SUNG CHOI
____________________________ ____________________________
Title: PRESIDENT & C.E.O. Title: MANAGING DIRECTOR
___________________________ ___________________________
Date: DECEMBER 9, 1994 Date: DECEMBER 9, 1994
____________________________ ____________________________
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<PAGE>
EXHIBIT A
RAMBUS INTERFACE TECHNOLOGY
---------------------------
The Rambus Interface Technology consists of a high speed bus connecting
dynamic random-access memories (DRAMs) to logic devices such as microprocessors
or graphics controller that need high bandwidth data transfers to and from
external memory. The Rambus Interface is implemented directly on DRAMs ("RDRAM")
and logic devices without making any fundamental process technology changes.
The Rambus Interface can deliver a byte of data every two (2)
nanoseconds. Thirteen (13) active small swing signals are used on the Rambus
Interface to carry all address, data, and control information to/from the
RDRAMs. The Rambus Interface includes a protocol for transferring blocks of
data to/from the RDRAMs. Advanced CMOS circuit design techniques are used in
the implementation of the driver/receiver and clock circuitry of the Rambus
Interface. Good parasitics in a low-cost package are obtained by reducing the
number of I/O pins to a number small enough to fit all pins on a single edge
of the RDRAM package.
A much more complete description of the Rambus Interface Technology at
its current state of development is contained in the public documents "Rambus
ASIC Cell User Guide and Specification" and "RDRAM Reference Manual" which are
currently at Version one. Rambus Inc. is in final stages of development of the
Rambus Interface Technology, so material changes in function or specification
are possible and Rambus Inc. makes no representation or warranty otherwise.
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<PAGE>
EXHIBIT B
TRADEMARKS
----------
Rambus, RDRAM, RModule, RSocket, and (Rambus Logo) are trademarks of
Rambus Inc.
The required marking on each Licensed Rambus IC is: (Rambus Logo)
When using the Rambus Inc. trademarks in documentation and
presentations, the Rambus Licensee must follow the guidelines below:
1. The first occurrence of each of the trademarks in text needs to
have the superscript TM to notify the reader of the trademark. Subsequent
occurrences in the same document do not require the TM. This must be done for
each trademark. An example is:
The Rambus(TM) DRAM is also referred to as an RDRAM
---------------------------------------------------
2. The Licensee must provide notice in each document of the Rambus
trademarks used and that they are trademarks of Rambus Inc. This notice would
typically accompany the LicenseeOs own trademark and copyright notices. If,
for example, the terms Rambus and RDRAM are used:
Rambus and RDRAM are trademarks of Rambus Inc.
----------------------------------------------
3. When referring to Rambus as a company, use Rambus Inc. This usage
does not need a TM symbol, even if it is the only usage of the term Rambus.
4. Rambus should never be used as a noun, only as an adjective
modifying a noun. Examples of acceptable usage are:
the Rambus Channel
------------------
the Rambus Interface
--------------------
the Rambus Standard
-------------------
-41-
<PAGE>
EXHIBIT C
OPTION ITEMS TO BE DELIVERED BY RAMBUS TO GOLDSTAR
--------------------------------------------------
1.0 Specifications
1.1 Rambus ASIC Reference Manual
----------------------------
This document explains the operation and functions of the Rambus
ASIC ("RAC").
1.2 Rambus ASIC Specification (0.5 micron or 0.8 micron, at
-------------------------------------------------------
Goldstar's option)
- ------------------
This document is the specification for the RAC. It contains the
definition of the logical functions and the electrical and mechanical
specifications of the RAC.
2.0 CAD Tools
2.1 Source code for RSIM simulator
------------------------------
RSIM is a switch-level simulator which Rambus has used for
development of the RAC interface. Rambus will provide the current version of
RSIM source code and the documentation we have available.
2.2 Source code for Verilog to RSIM vector converter
------------------------------------------------
Rambus will provide source code for the CAD tool necessary to
convert Verilog vectors to RSIM input. This provides the ability to develop test
vectors with Verilog and to test these on the switch-level model.
3.0 Simulation Vectors
3.1 Verilog logic simulation vectors
--------------------------------
These are logic verification vectors to insure that the RAC
interface is correct to the specification. The implementation package which
Rambus provides will pass these test vectors, but if it is necessary to make any
modifications to the interface logic, these simulation vectors will insure that
the interface is still correct to the specification.
3.2 RSIM timing vectors
-------------------
This consists of approximately 100,000 vectors. These vectors are
used to check critical paths in the RAC interface circuits.
4.0 Design Information
4.1 RAC logic schematics
--------------------
These schematics describe logic operation of the RAC interface.
Rambus will provide both hardcopy and Cadence format of these approximately 10
pages of schematics.
-42-
<PAGE>
4.2 RAC circuit schematics
----------------------
These schematics describe the transistor-level operation of the
Rambus Interface. Rambus will provide both hardcopy and Cadence format of these
approximately 50 pages of schematics. Approximately one of these pages describe
the standard cells used in the logic schematics and the remaining 49 pages
describe the DLL, I/O and current control circuits.
4.3 Floorplan
---------
Rambus will provide both hardcopy and GDSII layout showing the
block level placement of cells within the RAC interface.
4.4 Simulation condition information
--------------------------------
Rambus will provide information on the simulation conditions to
use in the design and transistor sizing for the RAC interface.
4.5 Test chip logic schematics
--------------------------
4.6 Verilog Simulation Model for RAC
--------------------------------
4.7 Package requirements and design guidelines
------------------------------------------
Documents electrical requirements/constraints that a logic device
package must satisfy to be a master of a slave.
4.8 Test strategies and guidelines
------------------------------
Since the RAC is just an element in a logic device, Rambus cannot
supply test vectors. However, Rambus will document suggested strategies and
guidelines for design-for-testability and how to test the Rambus interface on
production testers.
-43-
<PAGE>
EXHIBIT D
[***]
-44-
[*] Confidential treatment requested.
<PAGE>
[***]
-45-
[*] Confidential treatment requested.
<PAGE>
[***]
-46-
[*] Confidential treatment requested.
<PAGE>
[***]
-47-
[*] Confidential treatment requested.
<PAGE>
EXHIBIT E
RAMBUS RAC DELIVERABLES
-----------------------
1. One (1) copy of the RAC Interface Implementation Guide for a generic
0.5(mu) 3.3V process, including:
a. RAC specification
b. Floor plan information
c. Verilog model
d. Gate level Verilog netlist using Rambus primitives of a Test Chip
containing the RAC cell (TRAC)
e. Packaging requirements
f. Test strategies
2. Layout database of the RAC cell in Cadence Edge format or GDSII format. The
layout is based on a floorplan template which is optimized for pad pitches
between 112(mu) and 150(mu).
a. Rambus will ensure that the layout database is DRC clean according
to the DRC layout rules provided by Goldstar. Rambus will use
the Cadence Edge PDV tools.
b. Rambus will ensure that the database is LVS clean with the layout
database corresponding to the Cadence schematics.
c. Critical circuits will pass simulations to reasonable skew process
corners with voltages 3.3 +/- 10% and junction temperatures 25
degrees C to 110 degrees C.
3. Schematics of database in Cadence Edge format and printed on paper.
4. Characterization requirements:
a. Test vectors in HP83000 format for the TRAC for RAC characterization
purposes.
b. Characterization requirements document.
c. Description of cable, load board and probe station requirements
for the HP83000 and TRAC.
-48-
<PAGE>
EXHIBIT F
GOLDSTAR PROCESS DELIVERABLES
-----------------------------
1. HSpice models of transistors, resistors, diodes, and bipolar transistors in
paper and electronic formats. I.V. curve data simulated from the models
and from actual device measurements. The models should be of high enough
quality to enable high speed analog and digital designs. (Level 28 is
commonly used).
2. Cross section profile of transistors and interconnect structures including
materials, thicknesses and spacings.
3. Layout design rules and final on-wafer dimensions of all layers.
4. Other process data, e.g. resistivities, temperature coefficients,
electromigration rules, ESD and latch up rules, etc. and their variations.
-49-
<PAGE>
EXHIBIT G
GOLDSTAR RAC IMPLEMENTATION AND TEST OBLIGATIONS
------------------------------------------------
1. Place and route test RAC ("TRAC") design.
2. Fabricate and package TRAC design.
3. Verify and characterize the Modified RAC using the TRAC on the HP83000
tester.
4. Debug tester setup (using Rambus supplied TRAC and TRAC vectors if available)
prior to receipt of consulting or engineering assistance from Rambus.
-50-
<PAGE>
FIRST AMENDMENT TO
------------------
SEMICONDUCTOR TECHNOLOGY AGREEMENT
----------------------------------
BETWEEN GOLDSTAR ELECTRON CO., LTD.
-----------------------------------
AND RAMBUS, INC.
----------------
THIS FIRST AMENDMENT TO SEMICONDUCTOR TECHNOLOGY AGREEMENT (the
"Amendment") is made and entered into as of the 29th day of June, 1995, by and
between LG SEMICON CO., LTD. (formerly known as GoldStar Electron Co., Ltd.)
("LGS"), and RAMBUS, INC. ("RAMBUS"), and modifies and amends that certain
Semiconductor Technology Agreement between LGS and RAMBUS dated December 9, 1994
(the "Agreement").
RECITALS
--------
Pursuant to Section 2.6 of the Agreement, LGS was granted an Option
Right for the license of certain Option Products. Pursuant to Section 4.3(a) of
the Agreement, further, RAMBUS agreed to consider the possible reduction of the
royalty rates for the Option Products upon exercise by LGS of an Option Right.
LGS now wishes to exercise its Option Right for the license of Rambus
Peripherals. In connection therewith, the parties wish to enter into this
Amendment to acknowledge the exercise of the Option Right for Rambus Peripherals
and to reduce the royalty rates set forth in Section 4.3(a).
NOW, THEREFORE, in consideration of these premises, and the promises,
covenants, terms and conditions set forth below, the parties hereto agree as
follows:
1. Capitalized Terms. All capitalized terms used in this
-----------------
Agreement shall have the same meanings as set forth in the Agreement.
2. Exercise of Option Right; Additional License Fee. RAMBUS hereby
------------------------------------------------
acknowledges that, pursuant to Section 2.6 of the Agreement, LGS has exercised
its Option Right for the license of Rambus Peripherals, which exercise shall
become binding and effective upon the payment by LGS of that portion of the
additional license fee set forth in Section 4.1(b)(i) of the Agreement in the
amount of [***]; provided, however, that if such payment is not made within
sixty (60) days after the signing of this Amendment by the second party, the
first party's signature on this Amendment shall become void unless otherwise
agreed in writing and provided further that failure to make such payment and
voidance of the first party signature on this Amendment will not affect LGS's
right to exercise or reexercise it's Option Right pursuant to the Agreement.
Pursuant to Section 4.1(b)(ii) and (iii), further, LGS shall make the
following additional license fee payments:
a. [***] when LGS tapes out the first Option Product intended for
Sale, but in no event later than twelve (12) months after exercise of the
Option Right; and
[*] Confidential treatment requested.
<PAGE>
b. [***] upon the earlier of (A) when LGS has first working
silicon of the first Option Product intended for Sale, and (B) twenty-
four (24) months after the date of LGS's exercise of the Option Right.
The total additional license fee for the license of the Rambus Peripherals
shall be [***].
3. Royalty Rate Modifications. By the mutual agreement of the parties,
--------------------------
and pursuant to Section 4.3(a) of the Agreement, the royalty rates for the
Option Products as set forth in Section 4.3(a) of the Agreement are hereby
amended as follows:
- --------------------
Product Royalty Percentage
Rambus Processors [***]
Rambus Peripherals [***]
Rambus Customer Designed ASICs [***]
4. Term of Additional License. The term of the license for the Rambus
--------------------------
Peripherals shall be for a period of five (5) years from the effective date of
the exercise by LGS of the Option Right described in paragraph 2 of this
Amendment, which date shall be the date upon which RAMBUS receives the payment
set forth in Section 4.1(b)(i) of the Agreement. Thereafter the term of the
Rambus Peripherals license shall be subject to automatic renewals for
consecutive two (2) year periods as set forth in Section 8.1 of the Agreement.
5. Conflicting Provisions; Other Provisions. If any of the provisions
----------------------------------------
contained in this Amendment shall conflict with any of the provisions of the
Agreement, the provisions of this Amendment shall govern and be controlling.
Unless otherwise modified or amended as expressly set forth herein, all other
provisions of the Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their duly authorized representatives as of the date first above
written.
LG SEMICON CO., LTD. RAMBUS, INC.
By: /s/ Min Sung Choi By: /s/ Gary Harmon
------------------------------- -------------------------------
Name: Min Sun Choi Name: Gary Harmon
----------------------------- -----------------------------
Title: Managing Director Title: Vice President
---------------------------- ----------------------------
Date: June 29, 1995 Date: June 30, 1995
----------------------------- -----------------------------
-3-
[*] Confidential treatment requested.
<PAGE>
AMENDMENT NO. 2 TO
SEMICONDUCTOR TECHNOLOGY AGREEMENT
This Amendment No. 2 (the "Amendment") to the parties' Semiconductor
Technology Agreement is entered into as of March 20, 1996 by and between Rambus
Inc., a California corporation with principal offices at 2465 Latham Street,
Mountain View, California 94040, U.S.A. ("Rambus") and LG Semicon Co., Ltd.
(formerly known as GoldStar Electron Co., Ltd.), a Korean corporation with
principal offices at 1, Hyangjeong-dong, Hungduk-gu, Cheongju-si,
Chungcheongbuk-do, 361-480 Korea ("LGS").
WHEREAS, in 1994 the parties entered into a Semiconductor Technology
Agreement (as previously restated and amended, the "License Agreement"); and
WHEREAS the parties desire to further amend the License Agreement to
include the development by Rambus, and license to LGS, of the Implementation
Packages and the New RAC Deliverables, as defined hereinbelow, on the terms and
conditions set forth herein;
NOW, THEREFORE, the parties agree that the License Agreement is further
amended to include the following:
1. Definitions and Related Matters.
-------------------------------
Capitalized terms used in this Amendment shall have the meaning specified
therefor in the License Agreement, and, in addition, the following terms shall
have the meaning set forth below:
1.1 "16 Megabit Low Latency RDRAM" means a 16 megabit Rambus Memory Device
with the same feature set as the current version of the 16 megabit Rambus DRAM
but with lower latency.
1.2. "16 Megabit Concurrent RDRAM" means a 16 megabit DRAM Rambus Memory
Device with the same feature set as the 64 megabit Rambus Memory Device being
developed by the parties pursuant to the License Agreement (as such feature set
may change from time to time during such development), except that it will have
two (2) banks and 512 rows.
1.3. "Modified 16 Megabit RDRAMs" means the 16 Megabit Low Latency RDRAM
and the 16 Megabit Concurrent RDRAM.
1.4. "Rambus DRAM" as defined in Section 1.4 of the License Agreement shall
also include each of the Modified 16 Megabit RDRAMs and Compatible derivatives
thereof (i.e. 8 Megabit and 18 Megabit versions).
<PAGE>
1.5. "Low Latency Implementation Package" means an implementation package
for the 16 Megabit Low Latency RDRAM which has previously been delivered to LGS.
1.6. "Concurrent Implementation Package" means an implementation package
for the Rambus-specific interface portion of a 16 Megabit Concurrent RDRAM,
consisting of device and core interface specifications, I/O, DLL, and standard
cell reference design, and logic schematics and netlist as more fully described
in Exhibit A hereto. This excludes layout (including without limitation sized
transistor schematics, floor plan and process correct layout data base), and
also excludes DRAM core implementation.
1.7. "Implementation Packages" means the Low Latency Implementation Package
and the Concurrent Implementation Package.
1.8. "LGS Process Technology" means the 0.35 micron process technology
adopted by LGS.
1.9. "New RAC" means the ASIC cell based on the design of the RAC as
modified for the LGS Process Technology by Rambus in accordance with this
Agreement.
1.10. New RAC Deliverables means the items specified in Exhibit B
hereto.
1.11. "TRAC" means a prototype Rambus test ASIC device designed and
manufactured by or for LGS and incorporating the New RAC.
1.12. "Rambus Interface Technology," as defined in Section 1.1 of the
License Agreement, shall also include the Implementation Packages and the New
RAC deliverables developed hereunder, as well as all information, inventions,
technology. technical documentation, designs, materials and know-how which
describe or enable the use of an Implementation Package developed hereunder and
which Rambus provides LGS during the term of this Amendment.
2. Development of the 16 Megabit Concurrent RDRAM.
----------------------------------------------
2.1. Rambus agrees:
(a) Rambus will use its best efforts to provide to LGS, by March 31,
1996, a detailed device specification for implementation of the 16 Megabit
Concurrent RDRAM, which will include a complete feature description, full
register definition, and input/output characteristics.
<PAGE>
(b) Rambus will use its best efforts to provide to LGS, by June30,
1996, a core interface document for the 16 Megabit Concurrent RDRAM, which will
contain a description of core functions and core interface timing.
(c) Rambus will use its best efforts to provide to LGS, by September
30, 1996, I/O, DLL, and standard cell schematic reference design for the 16
Megabit Concurrent RDRAM.
(d) Rambus will use its best efforts to provide to LGS, by December31,
1996, logic schematics and a netlist for the 16 Megabit Concurrent RDRAM.
(e) From time to time Rambus will provide to LGS at no charge updates
to the specifications listed in Exhibit A, if required to enable LGS to maintain
Compatibility. In addition, Rambus will provide to LGS at no charge any
corrections or other modifications to the design information listed in Exhibit A
which are required to enable LGS to comply with the Modified 16 Megabit RDRAM
product specifications provided by Rambus. This does not include any
modifications pertaining to additional features or other modifications or
additions to the product specifications. However, Rambus will notify LGS of
such additional features and such modifications or additions.
2.2. LGS agrees to use its best efforts to develop and market the 16
Megabit Concurrent RDRAM. LGS is responsible for making the core modifications
for the 16 Megabit Concurrent RDRAM to Rambus' specification. LGS will assign
and maintain a design team for the 16 Megabit Concurrent RDRAM of appropriate
size and skills and starting at a time adequate to be reasonably sure of
completing the DRAM core modifications for the 16 Megabit Concurrent DRAM by the
time Rambus delivers the Concurrent Implementation Package. The LGS design
teams will also be responsible for developing the layout of the Rambus interface
portion of the 16 Megabit Concurrent RDRAM.
2.3. LGS agrees to use its best efforts to meet all applicable
specifications and develop, fully characterize, and ship production quantities
of full-specification 16 Megabit Concurrent RDRAMs in 1997.
2.4. Rambus will provide preliminary HP 83000 interface test vectors in
Verilog format for the 16 Megabit Concurrent RDRAM as part of the Concurrent
Implementation Package.
2.5. Upon completion of development, LGS will provide to Rambus, free of
charge, evaluation samples of the 16 Megabit Concurrent RDRAM in a quantity to
be mutually agreed upon. Rambus shall evaluate such samples in accordance with
mutually agreed verification procedures and shall notify LGS, in writing, within
thirty (30) days of delivery by LGS of the evaluation samples to Rambus, whether
an evaluation sample has been verified or has failed the
<PAGE>
verification process. In the event that any evaluation sample fails the
verification process, Rambus shall provide details of the errors which have
caused such failure to LGS, and LGS shall endeavor to correct the errors. The
parties shall repeat the above process until the date when both parties agree in
writing that the result of the evaluation of the sample of the 16 Megabit
Concurrent RDRAM is satisfactory for LGS and Rambus.
2.6. LGS may also develop Compatible derivatives of the Modified 16 Megabit
RDRAMs, (i.e. 8 Megabit and 18 Megabit versions).
2.7. At LGS's request, Rambus will provide LGS at no charge up to sixty
(60) person days of consulting with respect to LGS's development of the Modified
16 Megabit RDRAMs pursuant to this Amendment. Reasonable additional such
assistance will be available for one thousand five hundred U.S. dollars (U.S.
$1,500) per person day. It is understood that occasional project and design
reviews held in the USA shall be provided free of charge by Rambus.
3. Development of the New RAC.
--------------------------
3.1. Rambus shall, in accordance with the terms and conditions contained
hereinafter, (i) develop the New RAC and (ii) if so requested in writing by LGS,
perform characterization of a TRAC, as specified in Exhibit C hereto (the
"Characterization"). If LGS itself performs the characterization for the TRAC,
then Rambus will provide reasonable assistance at no charge (subject to Section
4.6 below).
3.2. Rambus shall use its best efforts to deliver to LGS the New RAC
Deliverables specified in Exhibit B by September 15, 1996, subject to the
signing of this Amendment by March 20, 1996 and the provisions of Section 3.5
below.
3.3. If Rambus performs the Characterization, it shall use its best efforts
to deliver to LGS the deliverables specified in Exhibit C in accordance with a
schedule to be agreed upon in writing by the parties.
3.4. LGS shall assign an English-speaking engineer or an engineer with
experience in communicating in English as liaison to Rambus on this project and
shall cooperate with Rambus to complete the development contemplated by this
Amendment to the extent LGS considers reasonably necessary including, without
limitation, performance of the obligations specified in Exhibit D and, if Rambus
performs the Characterization, Exhibit E.
3.5. LGS will use its best efforts to deliver to Rambus preliminary
versions of the items set forth in Exhibit D by April 30, 1996 and final
versions of all Exhibit D items by June 30, 1996. LGS ACKNOWLEDGES THAT
PROVIDING THE PROCESS DELIVERABLES SET FORTH IN EXHIBIT D IS A CRITICAL PART OF
DEVELOPING THE NEW RAC BY RAMBUS AND THAT ANY DELAY IN DELIVERY
<PAGE>
to Rambus of the items set forth in Exhibit D after June 30, 1996 will impact
Rambus ability to meet the target date for delivery of the New RAC Deliverables
provided in Section 3.2 above. However, to the extent LGS is able to deliver the
process deliverables to Rambus earlier than June 30, 1996, Rambus agrees to use
its best efforts to deliver the New RAC Deliverables to LGS earlier on a
day-for-day basis equal to the earlier LGS delivery of process deliverables to
Rambus.
3.6. Based on the delivery schedule for the New RAC Deliverables in Section
3.2 above, LGS will use its best efforts to complete the fabrication of a Rambus
TRAC by November 30, 1996.
3.7. At LGS's request, Rambus will provide LGS at no charge up to thirty
(30) person days of consulting in the San Francisco Bay Area with respect to
LGS's implementation of the New RAC Deliverables pursuant to this Amendment.
Reasonable additional such assistance, including any consulting performed at
LGS's request in Korea, will be available for [***] per person day. It is
understood that occasional project and design reviews held in the USA shall be
provided free of charge by Rambus.
4. Engineering Services Fee, Royalties. and Other Payments.
-------------------------------------------------------
4.1. In consideration for Rambus' engineering services in the development
of the 16 Megabit Concurrent RDRAM hereunder, LGS will pay to Rambus an
engineering services fee of [***], as follows:
(a) [***] by April 30, 1996 or within ten (10) days of Korean
government approval, whichever comes earlier;
(b) [***] by September 30, 1996; and
(c) [***] by November 30, 1996.
4.2. In consideration for Rambus' engineering services in the development
of the New RAC hereunder, LGS will pay to Rambus an engineering services fee of
[***], as follows:
(a) [***] by April 30, 1996 or within ten (10) days of Korean
government approval, whichever comes earlier; and
(b) [***] within fifteen (15) days after Rambus' delivery to LGS
of the New RAC Deliverables.
[*] Confidential treatment requested.
<PAGE>
4.3 If Rambus performs the Characterization pursuant to a request in
writing from LGS, LGS shall pay to Rambus an engineering services fee of one
hundred fifty thousand U.S. dollars (U.S.$150,000), payable within thirty (30)
days after delivery to LGS of all the deliverables set forth in Section 2 of
Exhibit C hereto.
4.4. All payments by LGS to Rambus under the provisions of Sections
4.1, 4.2 and 4.3 above will be nonrefundable and shall not be recoupable against
any royalty or other payment obligations of LGS under the License Agreement. The
parties understand that the engineering services fees to be paid to Rambus
represent partial reimbursement of the total cost incurred by Rambus for
engineering services to be performed hereunder.
4.5. The royalties applicable for Sales of Modified 16 Megabit RDRAMs
and derivatives thereof shall be paid to Rambus under the License Agreement for
Rambus DRAMs.
4.6. If any of Rambus' obligations hereunder, including without
limitation any consultation or evaluation services Rambus may provide to LGS,
are performed in Korea by mutual agreement of Rambus and LGS, then LGS shall
reimburse all travel and related living expenses incurred by Rambus with respect
thereto within thirty (30) days after receipt of Rambus' invoice therefor.
4.7 All payments by LGS to Rambus under this Section 4 shall be made by
telegraphic wire transfer to Rambus bank account designated by Rambus in
writing in advance.
5. Announcement; Marketing.
-----------------------
In April 1996, or at a later time at Rambus' option, LGS will publicly
announce its commitment to the development of a 16 Megabit Concurrent RDRAM for
production by 1997. At the same time, LGS will communicate the same information
to all of its marketing and sales personnel and to all of its sales
representatives, and LGS shall ensure that all customer presentations by its
marketing and sales personnel and sales representatives include the 16 Megabit
Concurrent RDRAM in every LGS memory "roadmap" or product plan summary for 1997
availability.
6. Ownership.
---------
6.1. Subject to the licenses granted to LGS pursuant to the License
Agreement and this Amendment, Rambus shall own and retain all right, title, and
interest in the Implementation Packages and the generic RAC designed by Rambus
hereunder, and all intellectual property rights with respect thereto, including
without limitation the unsized transistor netlist implementations. Without
limiting the foregoing, nothing in this Amendment shall prevent or restrict
Rambus from developing similar implementation packages and RACs for or with
third parties, including use by Rambus of information developed or learned by
Rambus in connection
<PAGE>
with the development of the Implementation Packages and the specific RAC
hereunder, except for Confidential Information of LGS provided to Rambus.
6.2. LGS shall own all right, title and interest in such portions of
the New RAC as are modified or developed by Rambus for LGS hereunder and shall
retain all right, title and interest in LGS's technology which may be used or
contained in the New RAC including, but not limited to, LGS Process Technology.
7. Term and Termination.
--------------------
7.1. This Amendment shall become effective on the date of signature by
the second party to sign below, and shall terminate upon any termination of the
License Agreement. Termination of this Amendment, however, for default hereof,
shall be severable from termination of the License Agreement and each prior
amendment thereto. That is, this Amendment shall be terminable for default, in
accordance with the procedures specified in Section 8.2(a) of the License
Agreement, by either party with respect to a default of either party's
obligations hereunder, or with respect to obligations pursuant to the License
Agreement as applied to the Implementation Packages and the New RAC or the
development thereof. Any such termination of this Amendment, however, shall not
result in termination of the License Agreement or any prior amendment thereto.
7.2. Upon termination of this Amendment by Rambus pursuant to Section
7.1 above, LGS's rights and licenses with respect to the Implementation Packages
and the New RAC shall terminate. Otherwise, such rights and licenses of LGS
shall survive, conditioned on LGS's continuing compliance with its obligations
under the License Agreement and this Amendment, including without limitation
Sections 2.2, 2.3, 3.5 and 4 hereof. The parties' rights and obligations
pursuant to Section 6 shall survive any termination or expiration of this
Amendment.
8. Government Approvals.
--------------------
LGS shall be responsible for any required filings of this Amendment
with Korean government agencies.
9. License Agreement.
-----------------
EXCEPT AS EXPRESSLY PROVIDED IN THIS AMENDMENT, the License Agreement,
as previously amended, shall remain unmodified and in full force and effect. In
the event of any inconsistency or conflict, the provisions of this Amendment
shall control and govern over the provisions of the License Agreement.
LGS CO., LTD. RAMBUS INC.
<PAGE>
By: /s/ Min Sung Choi By: /s/ Gary Harmon
--------------------------------- ---------------------------------
Print Name: Min Sung Choi Print Name: Gary Harmon
------------------------ ------------------------
Title: Managing Director Title: Vice President
----------------------------- -----------------------------
Date: March 20, 1996 Date: March 12, 1996
------------------------------ ------------------------------
<PAGE>
EXHIBIT A
16 MEGABIT CONCURRENT RDRAM IMPLEMENTATION PACKAGE
--------------------------------------------------
1. Design
------
1.1. Simulation environment for Verilog
- ----
1.2. Test vectors in Verilog
1.3. Schematic database in OPUS
1.4. Verilog models for reference Core, StdCell and Analog blocks
- ----
1.5. OPUS environment for reference design
1.6. 16 Megabit Concurrent RDRAM specification
1.7 16 Megabit Concurrent RDRAM core interface specification
2. Test
----
2.1. HP83000 vectors in Verilog form
<PAGE>
EXHIBIT B
NEW RAC DELIVERABLES
--------------------
1. One (1) copy of the RAC Interface Implementation Guide for a generic
0.35/micron 3.3V process, including:
a. RAC specification.
b. Floor plan information.
c. Verilog model.
d. Gate level Verilog netlist using Rambus primitives
of a TRAC.
e. Packaging requirements.
f. Test strategies.
2. Layout database of the RAC cell in Cadence Edge format or GDSII format. The
layout is based on a floorplan template which is optimized for pad pitches
between 90/microns and 115/microns/.
a. Rambus will ensure that the layout database is DRC clean according to
the DRC layout rules provided by LGS. Rambus will use the Cadence Edge PDV
tools.
b. Rambus will ensure that the database is LVS clean with the layout
database corresponding to the Cadence schematics.
c. Critical circuits will pass simulations to reasonable skew process
corners with voltages 3.3 +/- 10% and junction temperatures 25/degrees/ C
to 110/degrees/ C.
3. Schematics of database in Cadence Edge format and printed on paper.
4. Characterization requirements:
a. Test vectors in HP83000 format for the TRAC for RAC characterization
purposes.
b. Characterization requirements document.
c. Description of cable, load board and probe station requirements for
the HP83000 and TRAC.
<PAGE>
EXHIBIT C
CHARACTERIZATION
----------------
1. WORK.
----
a. Rambus shall characterize the New RAC on the TRAC using a customized
load board on its HP83000 tester.
b. The characterization shall be performed using three (3) devices for one
lot which have been fabricated using typical process parameters.
2. DELIVERABLES.
------------
a. Netlists and test patterns for the TRAC which provides a device to
characterize the PLL and the AC and DC parameters of the New RAC.
b. A characterization report of the New RAC on the TRAC and its data.
<PAGE>
EXHIBIT D
LGS PROCESS DELIVERABLES
------------------------
1. HSpice models of transistors, resistors, diodes, and bipolar transistors in
paper and electronic formats. I.V. curve data simulated from the models and from
actual device measurements. The models should be of high enough quality to
enable high speed analog and digital designs. (Level 28 is commonly used).
2. Cross section profile of transistors and interconnect structures including
materials, thicknesses and spacings.
3. Layout design rules and final on-wafer dimensions of all layers.
4. Other process data, e.g. resistivities, temperature coefficients,
electromigration rules, ESD and latch up rules, etc. and their variations.
<PAGE>
EXHIBIT E
LGS'S SUPPORT ON CHARACTERIZATION
---------------------------------
1. LGS will design an ASIC that includes the New RAC and incorporates the
netlists of the TRAC.
2. LGS will generate masks and manufacture engineering samples of the TRAC with
the New RAC.
3. LGS will provide package engineering samples of the TRAC with the New RAC to
Rambus.
<PAGE>
AMENDMENT NO. 3 TO
SEMICONDUCTOR TECHNOLOGY AGREEMENT
This Amendment No. 3 (the "Amendment") to the parties' Semiconductor
Technology Agreement is entered into as of June 12, 1996 by and between
Rambus Inc., a California corporation with principal offices at 2465 Latham
Street, Mountain View, California 94040, U.S.A. ("Rambus") and LG Semicon Co.,
Ltd. (formerly known as GoldStar Electron Co., Ltd.), a Korean corporation with
principal offices at 1, Hyangjeong-dong, Hungduk-gu, Cheongju-si,
Chungcheongbuk-do, 361-480 Korea ("LGS").
WHEREAS, in 1994 the parties entered into a Semiconductor Technology
Agreement (as previously restated and amended, the "License Agreement"); and
WHEREAS the parties desire to further amend the License Agreement to
include the development by Rambus, and license to LGS, of certain additional
"Rambus-2" interface technology, on the terms and conditions set forth herein;
NOW, THEREFORE, the parties agree that the License Agreement is further
amended to include the following:
1. Definitions and Related Matters.
-------------------------------
Capitalized terms used in this Amendment shall have the meaning
specified therefor in the License Agreement, and, in addition, the following
terms shall have the meaning set forth below:
1.1 "Rambus-2 RDRAM" means a Rambus DRAM which is Compatible with the
Rambus-2 Interface Specification.
1.2 "Rambus-2 Implementation Package" means an implementation package
for the Rambus-specific interface portion of a Rambus-2 DRAM, consisting of
final specifications, sized transistor schematics, floor plan, process-correct
layout data base tape, and preliminary test vectors; core implementation is not
included.
1.3 Section 1.1 of the License Agreement is amended so that the first
line of this section reads as follows: "1.1 Rambus-1 Interface Technology.
-----------------------------
'Rambus-1 Interface Technology' means the".
1.4 The License Agreement is amended by adding thereto the following
definition of "Rambus-2 Interface Technology": "Rambus-2 Interface Technology.
-----------------------------
'Rambus-2 Interface Technology' means the following items which are owned by
Rambus (or licensed by Rambus with the right to grant sublicenses of the scope
granted herein without payment of royalties):
(a) the bus interface technology described in Exhibit A-1
hereto; and
<PAGE>
(b) all information, inventions, technology, technical
documentation, designs (including circuit designs), materials and know-how which
describe use of such bus interface technology and which Rambus provides LGS
during the course of implementing this Agreement."
1.5 The License Agreement is amended by adding, as a new Exhibit A-1
thereto, Exhibit A-1 attached to this Amendment.
1.6 The License Agreement is amended by adding thereto the following
definition of "Rambus Interface Technology": "Rambus Interface Technology.
---------------------------
'Rambus Interface Technology' means Rambus-1 Interface Technology and Rambus-2
Interface Technology." "Rambus Interface Technology" shall include the Rambus-2
Implementation Package developed hereunder, as well as all information,
inventions, technology, technical documentation, designs, materials and know-how
which describe or enable the use of the Rambus-2 Implementation Package
developed hereunder and which Rambus provides LGS during the term of the License
Agreement.
1.7 Section 1.2 of the License Agreement is amended to read in its
entirety as follows: "1.2 Rambus-1 Interface Specification. 'Rambus-1
--------------------------------
Interface Specification' means, at any time, the then most current version of
the Rambus-1 Interface Technology interface specification finalized and released
by Rambus."
1.8 The License Agreement is amended by adding thereto the following
definition of "Rambus-2 Interface Specification": "Rambus-2 Interface
------------------
Specification. 'Rambus-2 Interface Specification' means , at any time, the then
- -------------
most current version of the Rambus-2 Interface Technology interface
specification finalized and released by Rambus."
1.9 Section 1.3 of the License Agreement is amended to read in its
entirety as follows: "1.3 Compatible. 'Compatible,' (including,
----------
'Compatibility' and other variants) as applied to an integrated circuit, means
that the integrated circuit is fully compatible with either the Rambus-1
Interface Specification or the Rambus-2 Interface Specification such that the
integrated circuit can communicate with other integrated circuits manufactured
by licensees of Rambus which comply with the Rambus-1 Interface Specification or
the Rambus-2 Interface Specification, as applicable, and shall include protocol,
pin function, pin sequencing, pin pitch and electrical specifications
compatibility."
1.10 Section 1.4 of the License Agreement is amended so that clause
(iii) reads in its entirety as follows: "(iii) is Compatible with either the
Rambus-1 Interface Specification or the Rambus-2 Interface Specification."
1.11 Section 1.5 of the License Agreement is amended so that clause
(iii) reads in its entirety as follows: "(iii) is Compatible with either the
Rambus-1 Interface Specification or the Rambus-2 Interface Specification."
<PAGE>
1.12 Section 1.7 of the License Agreement is amended so that clause
(iii) reads in its entirety as follows: "(iii) is Compatible with either the
Rambus-1 Interface Specification or the Rambus-2 Interface Specification."
1.13 Section 1.8 of the License Agreement is amended so that clause
(iii) reads in its entirety as follows: "(ii) is Compatible with either the
Rambus-1 Interface Specification or the Rambus-2 Interface Specification."
1.14 It is understood and agreed that the parties' obligations
pursuant to Sections 3.1 through 3.6 of the License Agreement, and any
obligations of the parties pursuant to Amendment No. 1 or Amendment No. 2 to the
License Agreement, pertain to Licensed Rambus ICs which are Compatible with the
Rambus-1 Interface Specification.
1.15 Section 6.3(b) of the License Agreement is amended so that, in
the third line thereof, "Rambus Interface Specification," is changed to "Rambus-
1 Interface Specification, Rambus-2 Interface Specification,".
2. Royalty Rates
-------------
Section 4.3(a) of the License Agreement is amended to read in its entirety
as follows:
"(a) In addition to the above fees, upon each Sale by LGS of Licensed
Rambus ICs, LGS shall pay to Rambus a royalty equal to the following percentage
of Net Sales:
Royalty
Product Percentage
Rambus-1 DRAMs--for Net Sales through December 31, 1995 [***]
Rambus-1 DRAMs--for Net Sales in calendar years 2000 and 2001 [***]
Rambus-1 DRAMs--for Net Sales in calendar years after 2001 [***]
Rambus-2 DRAMs--for Net Sales through December 31, 1999 [***]
Rambus-2 DRAMs--for Net Sales in calendar years after 1999 [***]
Rambus Processors [***]
Rambus Peripherals [***]
Rambus Customer Designed ASICs [***]
[*] Confidential treatment requested.
<PAGE>
For Sales of Rambus DRAMs in any calendar quarter in which such Sales
equal or exceed [***], the Rambus DRAM royalty shall be reduced by [***] of
Net Sales for that quarter.
Upon exercise by LGS of its Option Right pursuant to Section 2.6 above
with respect to any Option Product, Rambus agrees to discuss with LGS the
potential reduction of the royalty percentage applicable to such Option
Product."
It is understood and agreed that all Rambus DRAMs currently in joint
development by the parties hereto as of the date which is one day prior to the
effective date of this Amendment No. 3 (8M/9M/16M/18M/64M RDRAMs) are based on
Rambus-1 technology and will therefore be subject to the new royalty
provisions of the first section of the table in this Section 2.
3. Rambus-2 Development.
--------------------
3.1 Rambus agrees:
(a) Rambus will use its best efforts to finalize, by June 30,
1996, the concept for the Rambus-2 Interface Technology, such concept to
include the development of Exhibit A-1 hereto.
(b) Rambus will use its best efforts to provide to LGS, by
November 15, 1996, a preliminary Rambus-2 Interface Specification.
(c) Rambus will use its best efforts to provide to LGS, by
December 31, 1996, a core interface specification for the Rambus-2 Interface
Technology, which will contain a description of core functions, core interface
pin placement, and core interface timing.
(d) Rambus will use its best efforts to provide to LGS, by
March 31, 1998, a complete Rambus-2 Implementation Package.
3.2 LGS will use its best efforts to provide complete layout design
rules for the targeted production process, transistor spice models and process
characteristics by December 31, 1996; and to provide final versions by June
30, 1997. LGS acknowledges that any process modifications after that date may
delay the schedule specified in Section 3.1 above.
3.3 At Rambus' request, LGS will process with high priority, and at
its expense, up to two (2) manufacturing runs of test wafers of Rambus' design
for the purpose of Rambus' extraction of detailed transistor and process
characteristics. For this purpose, Rambus will provide the test structure
layout database; LGS will make the masks and fabricate a reasonable number of
test wafers for each test wafer run.
3.4 LGS agrees to use its best efforts to develop and market a
[***]. LGS is responsible for making the core modifications for the Rambus-2
DRAM to
[*] Confidential treatment requested.
<PAGE>
Rambus' specification. LGS will assign and maintain a design team of
appropriate size and skills starting at a time adequate to meet the schedule
target in Section 3.5 below.
3.5 LGS agrees to use its best efforts to meet all applicable
specifications and develop, fully characterize, and ship production quantities
of full-specification Rambus-2 DRAMs during 1998 or 1999. LGS's compliance
with its obligations pursuant to this section shall be a condition of its
rights pursuant to this Amendment.
3.6 LGS's rights include the right to do derivatives of the Rambus-2
interface design provided by Rambus, for implementation on smaller geometry
processes, with larger or smaller bit capacity, or to improve specifications
such as power, latency and bandwidth as long as derivatives are 100%
Compatible with the Rambus-2 Interface Specification.
3.7 LGS will use its best efforts to redesign the Rambus-2 DRAM for
improved LGS semiconductor manufacturing processes to reduce manufacturing
cost.
3.8 LGS agrees to support any necessary Rambus-2 Interface Technology
package investigation, design and standardization work.
3.9 To support the marketability of Rambus-2 Interface Technology
devices, Rambus will use its best efforts to develop, or have developed,
modules, sockets, clocks, board layout specifications, and similar items for the
Rambus-2 Interface Technology, for availability to system customers of Rambus-2
Interface Technology integrated circuits, similar to availability of such items
for Rambus-1 Interface Technology.
3.10 At LGS's option, Rambus will also design, simulate, and provide an
LGS process-specific layout of a Rambus ASIC cell for the Rambus-2 Interface
Technology, for an additional engineering services fee of [***] payable upon
delivery of the layout, and on such other terms and conditions as the parties
may agree.
3.11 At LGS's request, Rambus will provide to LGS at no charge up to sixty
(60) person days of consulting with respect to LGS's development of Rambus-2
DRAMs pursuant to this Amendment.
4. Development Fee, Royalties, and Other Payments.
----------------------------------------------
4.1 In consideration for Rambus' development services hereunder, LGS will
pay to Rambus a development fee of [***], as follows:
(i) [***] upon delivery of the preliminary Rambus-2 Interface
Specification pursuant to Section 3.1(b) above;
(ii) [***] by May 15, 1997;
[*] Confidential treatment requested.
<PAGE>
(iii) [***] upon delivery of the Rambus-2 Implementation
Package to LGS; and
(iv) [***] when LGS has first working silicon of
Rambus-2 DRAMs intended for Sale.
These payments (including any payment pursuant to Section 3.10) will be
nonrefundable and shall not be recoupable against any royalty or other payment
obligations of LGS under the License Agreement.
4.2 The royalties applicable for Sales of Rambus-2 DRAMs and derivatives
thereof shall be paid to Rambus under the License Agreement for Rambus DRAMs.
The royalties applicable for Sales of products incorporating the Rambus ASIC
cell with a Rambus-2 Interface Technology shall be paid to Rambus as provided
under the License Agreement.
4.3 If any of Rambus' obligation hereunder, including without limitation
any consultation or evaluation services Rambus may provide to LGS, are
performed in Korea by mutual agreement of Rambus and LGS, then LGS shall
reimburse all travel and related living expenses incurred by Rambus with
respect thereto within thirty (30) days after receipt of Rambus' invoice
therefor.
5. Announcement.
------------
In January 1997, or at a later time at Rambus' option, LGS will publicly
announce, jointly with other Rambus-2 Interface Technology licensees, that it
is in development of a Rambus-2 DRAM for production in 1998 or 1999. At the
same time, LGS will communicate the same information to all of its marketing
and sales personnel and to all of its sales representatives, and LGS shall
ensure that all customer presentations by its marketing and sales personnel
and sales representatives include the Rambus-2 DRAM in every LGS memory
"roadmap" or product plan summary for 1998 or 1999 availability. Prior to this
public announcement, Rambus shall be entitled to tell systems companies and
chipset companies using Rambus Interface Technology that LGSemicon is
committed to develop Rambus-2 DRAMs for production in 1998 or 1999.
6. Ownership.
---------
Subject to the licenses granted to LGS pursuant to the License Agreement
and this Amendment, Rambus shall own and retain all right, title, and interest
in the Rambus-2 Interface Technology, Rambus-2 Interface Specification, and
the Rambus-2 Implementation Package designed by Rambus hereunder, and all
intellectual property rights with respect thereto. Without limiting the
foregoing, nothing in this Amendment shall prevent or restrict Rambus from
developing similar implementation packages for or with third parties,
including use by Rambus of information developed or learned by Rambus in
connection with the development of the Rambus-2 Implementation Package
hereunder, except for Confidential Information of LGS provided to Rambus under
this Agreement.
7. Government Approvals.
--------------------
[*] Confidential treatment requested.
<PAGE>
LGS shall be responsible for obtaining all required approvals with
respect to this Amendment by the Korean government, and LGS agrees to use its
best efforts to obtain such approvals as soon as possible. If such approvals
are not obtained within sixty (60) days after the date of signing by the
second party to sign this Amendment, Rambus will have the right to terminate
this Amendment on notice to LGS.
<PAGE>
8. License Agreement.
-----------------
In all other respects, the License Agreement shall remain unmodified and in
full fource and effect. In the event of any inconsistency or conflict, the
provisions of this Amendment shall control and govern over the preexisting
provisions of the License Agreement.
LG SEMICON CO., LTD. RAMBUS INC.
By: /s/ Hyoung Joun Chun By: /s/ Gary Harmon
----------------------------- -------------------------------
Print Name: Hyoung Joun Chun Print Name: Gary Harmon
--------------------- -----------------------
Title: Director of Memory BU Title: Vice President
-------------------------- ----------------------------
Date: June 12, 1996 Date: March 29 ,1996
--------------------------- -----------------------------
<PAGE>
EXHIBIT A-1
RAMBUS-2 INTERFACE TECHNOLOGY
-----------------------------
(To be provided as part of the Rambus-2 Interface Technology per Section
3.1(a) herein.)
<PAGE>
Exhibit 10.4
CONFIDENTIAL
------------
----------------------------------
SEMICONDUCTOR TECHNOLOGY LICENSE AGREEMENT
BETWEEN
INTEL CORPORATION
AND
RAMBUS INC.
----------------------------------
*** Confidential treatment requested for portions of this exhibit.
<PAGE>
TABLE OF CONTENTS
SECTION 1 DEFINITIONS.......................................................1
1.1 Rambus-1 Interface Technology........................................1
1.2 Rambus-D Interface Technology........................................2
1.3 Rambus Interface Technology..........................................2
1.4 Rambus-1 Interface Specification.....................................2
1.5 Rambus-D Interface Specification.....................................2
1.6 Compatible...........................................................2
1.7 Rambus Memory........................................................2
1.8 Rambus DRAM..........................................................3
1.9 Rambus-D DRAM........................................................3
1.10 Rambus Logic Chip...................................................3
1.11 Rambus ICs..........................................................3
1.12 Cache Memory Interface..............................................3
1.13 Rambus Memory Interface.............................................3
1.14 Other Logic Chip....................................................3
1.15 Rambus Module.......................................................4
1.16 Rambus Board........................................................4
1.17 Rambus System.......................................................4
1.18 RD-AC...............................................................4
1.19 [***]
1.20 RD-MC...............................................................4
1.21 [***]
1.22 Rambus Intellectual Property Rights.................................4
1.24 Confidential Information............................................5
1.25 CNDA................................................................5
1.26 Intel Improvements..................................................5
1.27 Applicable Intel Intellectual Property Rights.......................5
1.28 Development.........................................................5
1.29 Joint Development...................................................5
1.30 Sell................................................................6
1.31 Most Favored Customer Price.........................................6
1.32 Net Sales...........................................................6
1.33 Success Determination Date..........................................6
1.34 Subsidiary..........................................................6
1.35 Effective Date......................................................6
1.36 Prior Agreement.....................................................6
SECTION 2 RAMBUS LICENSES TO INTEL..........................................7
2.1 Manufacturing and Distribution Rights................................7
2.2 Sublicense Rights....................................................8
2.3 Proprietary Markings.................................................8
2.4 Trademarks...........................................................8
2.5 Limitations..........................................................9
[*] Confidential treatment requested.
<PAGE>
TABLE OF CONTENTS
(continued)
SECTION 3 INTEL LICENSES TO RAMBUS.........................................10
3.1 Applicable Intel Intellectual Rights................................10
SECTION 4 ENGINEERING OBLIGATIONS AND COOPERATION..........................11
4.1 Engineering Obligations.............................................11
4.2 [***]
4.3 Continuing Obligations of Rambus....................................12
4.4 Liaison and Meetings................................................14
4.5 Meetings with DRAM Licensees........................................14
4.6 Future Memory Interface Cooperation.................................14
4.7 Rambus Warranty Disclaimer..........................................14
4.8 Intel Warranty Disclaimer...........................................15
SECTION 5 ENGINEERING FEE, ROYALTIES, AND WARRANT..........................15
5.1 Engineering Fee.....................................................15
5.2 Royalties to Rambus.................................................16
5.3 Payments and Accounting.............................................17
5.4 Royalties to Intel..................................................18
5.5 Warrant and Board Rights............................................20
5.6 Certain Transactions................................................20
SECTION 6 CONFIDENTIAL INFORMATION.........................................21
6.1 Confidential Information............................................21
6.2 Confidentiality.....................................................22
6.3 Disclosures to DRAM Companies.......................................22
6.4 Exceptions..........................................................23
6.5 CNDA................................................................24
6.6 Residuals...........................................................24
SECTION 7 INTELLECTUAL PROPERTY OWNERSHIP..................................24
7.1 Ownership...........................................................24
7.2 Rambus Indemnification Disclaimer...................................25
7.3 Intel Indemnification Disclaimer....................................25
SECTION 8 LIMITATION OF LIABILITY..........................................25
SECTION 9 TERM AND TERMINATION.............................................26
9.1 Term................................................................26
9.2 Termination.........................................................26
9.3 Survival............................................................27
SECTION 10 GOVERNING LAW AND ARBITRATION...................................28
10.1 Governing Law......................................................28
10.2 Arbitration........................................................28
10.3 Equitable Relief...................................................28
-ii-
[*] Confidential treatment requested.
<PAGE>
TABLE OF CONTENTS
(continued)
SECTION 11 MISCELLANEOUS...................................................29
11.1 Confidentiality of Agreement.......................................29
11.2 Assignment.........................................................30
11.3 Authority..........................................................30
11.4 Notices............................................................30
11.5 Intel Technical Contact............................................30
11.6 Export Controls....................................................30
11.7 Counterparts.......................................................30
11.8 Partial Invalidity.................................................30
11.9 Relationship of Parties............................................31
11.10 Modification......................................................31
11.11 Waiver............................................................31
11.12 Force Majeure.....................................................31
11.13 Section Headings..................................................31
11.14 Prior Agreement...................................................31
11.15 Entire Agreement..................................................32
-iii-
<PAGE>
SEMICONDUCTOR TECHNOLOGY LICENSE AGREEMENT
This Semiconductor Technology License Agreement (the "Agreement") is
entered into as of the Effective Date, by and between Rambus Inc., a California
corporation with principal offices at 2465 Latham Street, Mountain View,
California 94040 ("Rambus") and Intel Corporation, a Delaware corporation having
a place of business at 2200 Mission College Boulevard, Santa Clara, California
95052 ("Intel"). Rambus and Intel may hereafter be referred to individually as a
"Party" or collectively as the "Parties".
WHEREAS, Rambus has developed and is developing certain semiconductor
technology, including a dynamic random access memory interface,
microprocessor/peripheral interface, system bus technology, system bus protocol,
protocol digital logic and high speed signaling/clock circuitry;
WHEREAS, Rambus desires to license to Intel, and Intel desires to
license from Rambus, such technology for use in the manufacture of integrated
circuits proprietary to Intel;
WHEREAS, in connection with this license, the Parties desire that Intel
participates with Rambus in the development of a Rambus-D Interface
Specification (as such term is defined hereinbelow); and
WHEREAS, the Parties desire to terminate and supersede the Prior
Agreement (as such term is defined hereinbelow) pertaining to Rambus-1 Interface
Technology (as such term is defined hereinbelow);
NOW, THEREFORE, IN CONSIDERATION OF THE FOREGOING AND THE MUTUAL
COVENANTS CONTAINED HEREIN, THE PARTIES AGREE AS FOLLOWS:
SECTION 1
1. DEFINITIONS
For purposes of this Agreement the following terms shall have the
meanings set forth below:
1.1 Rambus-1 Interface Technology. "Rambus-1 Interface Technology"
means the following items which are owned by Rambus (or
licensed to Rambus with the right to grant sublicenses of the
scope granted herein without payment of consideration to third
parties):
(a) the bus interface technology described in Exhibit A
hereto, including the features and functions shown
within the dotted line blocked-in area of the diagram
in Exhibit A, but excluding all features and
functions outside such area; and
(b) all information, inventions, technology, technical
documentation, designs (including circuit designs),
materials and know-how which describe use
<PAGE>
of such bus interface technology and which Rambus
provides or provided Intel during the course of
implementing this Agreement or the Prior Agreement.
1.2 Rambus-D Interface Technology. "Rambus-D Interface Technology"
means the following items which are owned by Rambus (or
licensed to Rambus with the right to grant sublicenses of the
scope granted herein without payment of consideration to third
parties):
(a) the bus interface technology described in Exhibit B
hereto, including the features and functions shown
within the dotted line blocked-in area of the diagram
in Exhibit B, but excluding all features and
functions outside such area; and
(b) all information, inventions, technology, technical
documentation, designs (including circuit designs),
materials and know-how which describe use of such bus
interface technology and which Rambus provides Intel
during the course of implementing this Agreement.
1.3 Rambus Interface Technology. "Rambus Interface Technology"
means Rambus-1 Interface Technology and Rambus-D Interface
Technology.
1.4 Rambus-1 Interface Specification. "Rambus-1 Interface
Specification" means, at any time, the then most current
version of the interface specification for the Rambus-1
Interface Technology, as such interface specification is
finalized and released by Rambus.
1.5 Rambus-D Interface Specification. "Rambus-D Interface
Specification" means, at any time, the then most current
version of the interface specification for the Rambus-D
Interface Technology, as such interface specification is
issued and released by Rambus.
1.6 Compatible. "Compatible" (including "Compatibility" and other
variants), as applied to an integrated circuit, means that the
integrated circuit is fully compatible with either the
Rambus-1 Interface Specification or the Rambus-D Interface
Specification such that the integrated circuit can communicate
with other integrated circuits manufactured by licensees of
Rambus which comply with the Rambus-1 Interface Specification
or the Rambus-D Interface Specification, as applicable, and
shall include protocol, pin function, pin sequencing, pin
pitch and electrical specifications compatibility.
1.7 Rambus Memory. "Rambus Memory" means each integrated circuit
with a principal function of memory storage which (i)
incorporates all or part of the Rambus Interface Technology,
(ii) is defined and designed by or for Intel, (iii) is
Compatible, and (iv) except as set forth in Section 2.4 below,
bears only Intel's trademark and part number (except in the
case of samples, prototypes and other low volume
non-commercial products). An integrated circuit which contains
memory cells integrated with a RD-MC and RD-AC for controlling
Rambus-D DRAMs is not considered a Rambus Memory as long as it
has major
<PAGE>
functions other than memory storage, logic gate count exceeds
forty thousand (40,000) gates, and its memory cells are not
accessed via a RD-AC.
1.8 Rambus DRAM. "Rambus DRAM" means each Compatible integrated
circuit which is a dynamic random access memory (DRAM).
1.9 Rambus-D DRAM. "Rambus-D DRAM" means each Rambus DRAM which is
Compatible with the Rambus-D Interface Specification.
1.10 Rambus Logic Chip. "Rambus Logic Chip" means each integrated
circuit, other than a Rambus Memory, which (i) incorporates
all or part of the Rambus Interface Technology, (ii) is
defined and designed by or for Intel, (iii) is Compatible, and
(iv) except as set forth in Section 2.4 below, bears only
Intel's trademark and part number (except in the case of
samples, prototypes and other low volume non-commercial
products).
1.11 Rambus ICs. "Rambus ICs" means Rambus Memories and Rambus
Logic Chips.
1.12 Cache Memory Interface. "Cache Memory Interface" means the
memory interface that:
(a) the sole function of which is to connect directly to
local cache memory;
(b) is in addition to a clearly distinct separate main
memory interface; and
(c) connects, directly or indirectly, to less than ten
percent (10%) of the total number of bits of
semiconductor memory connected, directly or
indirectly, to the processor, with at least ninety
percent (90%) of the total number of bits of
semiconductor memory connected via the main memory
interface.
1.13 Rambus Memory Interface. "Rambus Memory Interface" means any
memory interface the manufacture, sale or use of which would,
unless licensed by Rambus, infringe any Rambus Intellectual
Property Right.
1.14 Other Logic Chip. "Other Logic Chip" means each integrated
circuit which (i) does not have a principal function of memory
storage, (ii) is defined and designed by or for Intel, (iii)
is not Compatible, (iv) does not include any Rambus Memory
Interface other than a Cache Memory Interface, and (v) bears
only Intel's trademark and part number (except in the case of
samples, prototypes and other low volume non-commercial
products). "Other Logic Chip" includes, without limitation,
integrated circuits complying with the foregoing that
integrate cache control logic and SRAM cache memory.
1.15 Rambus Module. "Rambus Module" means each product
incorporating any Rambus ICs on a substrate (such as silicon,
ceramic or a PC board) with multiple integrated circuits
attached which are not in their own packages.
<PAGE>
1.16 Rambus Board. "Rambus Board" means each product, other than
Rambus Modules, incorporating any Rambus ICs or Rambus Modules
in a card or other board product which adds material value to
the Rambus ICs or Rambus Modules.
1.17 Rambus System. "Rambus System" means each product
incorporating any Rambus ICs, Rambus Modules and/or Rambus
Boards in a system which adds material value to the Rambus ICs
or Rambus Modules.
1.18 RD-AC". "RD-AC" means the cell incorporating Rambus-D
Interface Technology on a Rambus Logic Chip which a controller
uses to convert the Rambus-D Interface Technology signals on
the Rambus-D Interface Technology channel to a lower
frequency, wider CMOS level internal bus to which the
controller CMOS logic can directly connect.
1.19 [***]
1.20 RD-MC". "RD-MC" means the memory controller logic on a Rambus
Logic Chip which converts from the RD-AC internal interface to
a more conventional interface.
1.21 [***]
1.22 Rambus Intellectual Property Rights. "Rambus Intellectual
Property Rights" means all patents, patent applications,
copyrights, trade secrets and other similar intellectual
property rights as known by other names in all countries of
the world which, during the term of this Agreement, are owned
by Rambus or licensed to Rambus with respect to which Rambus
has the right to grant sublicenses of the scope granted herein
without payment of consideration to third parties and which
are necessary to implement the Rambus Interface Technology,
including all patents , patent applications, copyrights, trade
secrets and other similar intellectual property rights as
known by other names in all countries of the world owned by
Rambus which are necessary to implement the [***] or
improvements thereto which Rambus has made generally available
to its Rambus-D Interface Technology licensees. Nothing in
this section shall obligate Rambus to develop or deliver to
Intel any technical information.
1.23 Additional Rambus Rights. "Additional Rambus Rights" means all
patents, patent applications, copyrights, trade secrets and
other similar intellectual property rights in all countries of
the world, other than Rambus Intellectual Property Rights,
which, during the term of this Agreement, are owned by Rambus
or licensed to Rambus with the right to grant sublicenses of
the scope granted herein without payment of royalties.
1.24 Confidential Information. "Confidential Information" has the
meaning set forth in Section 6.1 below.
[*] Confidential treatment requested.
<PAGE>
1.25 CNDA. "CNDA" means the Parties' March 12, 1993 "Corporate
Non-Disclosure Agreement" (CNDA #10742), and includes all
Confidential Information Transmittal Records (CITRs) pursuant
thereto.
1.26 Intel Improvements. "Intel Improvements" means all upgrades,
enhancements, improvements or other derivatives of Rambus
Interface Technology which are or have been made, acquired or
licensed by Intel or Intel Subsidiaries.
1.27 Applicable Intel Intellectual Property Rights. "Applicable
Intel Intellectual Property Rights" means all patents, patent
applications, copyrights, trade secrets, and other similar
intellectual property rights as known by other names (except
mask work rights and trademark rights) in all countries of the
world to the extent necessary to implement any Rambus
Interface Technology or Intel Improvements, in a memory
interface, and which, during the term of this Agreement, are
owned by Intel or Intel Subsidiaries (or licensed to Intel or
Intel Subsidiaries with respect to which Intel has the right
to grant sublicenses of the scope granted herein without
payment of consideration to third parties). "Applicable Intel
Intellectual Property Rights" does not include Intel
intellectual property rights relating to (i) architecture or
applications which are made possible by using the Rambus
Interface Technology but which do not constitute bus
architecture technology, or (ii) semiconductor manufacturing
technology, or (iii) any Intel Improvement to the [***];
unless necessary to ensure functionality of the
Rambus-D Interface Technology. "Necessary to ensure
functionality" means changes in the [***] which
necessitate changes in the Rambus-D DRAM. Nothing in this
section shall obligate Intel to develop or deliver to Rambus
any technical information.
1.28 Development. "Development" means any idea,
invention (whether or not patentable), copyrightable work, or
other technology conceived or developed in connection with the
development pursuant to Section 4 of this Agreement, or prior
activities relating to such development commencing November
29, 1995.
1.29 Joint Development. "Joint Development" means each Development
made jointly by the Parties. Whether a Development is joint
shall be determined with respect to the United States patent
law (whether or not the development is patentable) or, with
respect to original works of authorship, with respect to
United States copyright law.
1.30 Sell. To "Sell" a product or item means to sell, lease, or
otherwise transfer or dispose of the product or item, or to
commence internal productive use thereof. ("Sold," "Sale," and
other forms of "Sell" shall have the same meaning.)
1.31 Most Favored CustomerPrice". "Most Favored Customer Price"
means the lowest price offered by Rambus to its customers or
potential customers for the same or functionally similar goods
irrespective of volume or geography.
1.32 Net Sales. "Net Sales" of a company with respect to a product
means the gross sales amount invoiced or otherwise charged to
customers of that company or its Subsidiaries for all such
products, less amounts invoiced for returned goods for which a
refund is given, less separately stated charges for insurance,
handling,
[*] Confidential treatment requested.
<PAGE>
duty, freight and taxes where such items are included in the
invoiced price. In the case of products transferred by that
company to a Subsidiary for resale by such Subsidiary, only
the final Sale by the Subsidiary shall be included in the
Net Sales amount.
1.33 Success Determination Datebsidiary. "Success Determination
Date" means the date on which all of the following are
satisfied: (i) twelve (12) months after the sale in the normal
course of business, in aggregate by all manufacturers thereof,
of one million (1,000,000) Rambus-D DRAMs, (ii) twelve (12)
months after [***] (iii) a total of six (6) suppliers are able
to ship one million (1,000,000) units per month Rambus-D
DRAMs, and (iv) for at least three (3) of such six (6)
suppliers, the cost of Rambus-D DRAM is within five percent
(5%) of the cost of 100MHz 4Mbitx16 SDRAM manufactured on the
identical process.
1.34 Subsidiary. "Subsidiary" of a company means a corporation or
other entity of which more than fifty percent (50%) of the
stock or other equity interests entitled to vote for the
election of directors or equivalent governing body is owned by
that company , but such corporation or other entity shall be
deemed to be a Subsidiary only so long as such ownership
exists.
1.35 Effective Date. "Effective Date" means the date of signing by
the second Party to sign this Agreement, provided that if by
November 30, 1996 the other Party has not signed this
Agreement, the first Party's signature shall become void
unless otherwise agreed in writing.
1.36 Prior Agreement. "Prior Agreement" means the Parties'
Intel/Rambus Semiconductor Technology License Agreement,
effective March 22, 1993.
SECTION 2
2. RAMBUS LICENSES TO INTEL
2.1 Manufacturing and Distribution Rights2.1 Manufacturing and
Distribution Rights.
(a) Commencing on the Effective Date and subject to the terms
and conditions of this Agreement, Rambus hereby grants to
Intel a worldwide, nonexclusive, nontransferable license:
(i) under the Rambus Intellectual Property Rights to
design, make, have made (subject to Section 2.1(b)
below), use, import, offer to Sell, and Sell
Rambus ICs, alone or incorporated into Rambus
Modules, Rambus Boards, and Rambus Systems,
provided that, with respect to any intellectual
property rights of Rambus licensees which are
licensed to Rambus in connection with the
licensee's Rambus interface technology license
agreement with
[*] Confidential treatment requested.
<PAGE>
Rambus, Intel's license pursuant to this paragraph
(i) shall be limited to implementation of the
Rambus Interface Technology, and no license with
respect thereto is granted for use in any other
portion of any Rambus IC; and
(ii) under the Rambus Intellectual Property Rights and
the Additional Rambus Rights to design, make, have
made (subject to Section 2.1(b) below), use,
import, offer to Sell, and Sell Other Logic Chips,
alone or incorporated into modules, boards, and
systems, provided, however, that no license is
granted pursuant to this Section 2.1(a)(ii) with
respect to any intellectual property rights of
Rambus licensees which are licensed to Rambus in
connection with the licensee's Rambus interface
technology license agreement with Rambus, and no
license is granted with respect to any Rambus
Memory Interface other than Cache Memory
Interfaces.
(b) Intel shall have the right to subcontract manufacturing of
all or part of Rambus ICs and Other Logic Chips provided
that (i) subcontractors only receive mask sets or data
bases, and (ii) each subcontractor agrees in writing not to
use Rambus Interface Technology for any purpose other than
such subcontract manufacturing for Intel. Nothing herein
shall be deemed to grant Intel subcontractors any license
under the Rambus Interface Technology except for performing
subcontract manufacturing for Intel as provided herein.
(c) Rambus agrees not to seek royalties or other consideration
from any purchaser of Intel CPUs, with respect to use of any
Rambus Intellectual Property Rights by such Intel CPU
purchasers in packaging, connecting, clock sourcing, or
otherwise implementing, in a Rambus Board or Rambus System,
the combination of Intel CPUs and both Rambus ICs and Rambus
DRAMs manufactured and sold under license from Rambus. In
addition, Rambus agrees not to seek royalties or other
consideration for the use of any Rambus Intellectual
Property Rights by suppliers to the such purchaser of Intel
CPUs, for their manufacture and sales of packages,
connectors, PC boards, termination schemes, and clock
sources to such purchaser of Intel CPUs.
2.2 Sublicense Rights. Intel shall have the right to grant
-----------------
sublicenses of the rights granted in Section 2.1 above only to
Subsidiaries of Intel; provided, that (i) Intel shall cause each
Subsidiary to agree to be bound by the terms and conditions of
this Agreement, excluding the provisions of this paragraph and
the provisions for fees contained in Section 5.1 below, and (ii)
such sublicense will co-terminate upon termination of the
corresponding rights granted in Section 2.1, above. The services
specified in Section 4 are the services to be provided by Rambus,
in the aggregate, for Intel and its sublicensed Subsidiaries.
Intel shall itself pay royalties accrued by sublicensed
Subsidiaries. Rambus' audit rights pursuant to Section 5.3 below
shall apply to all sublicensed Subsidiaries. Intel shall be
responsible for the performance by each Subsidiary of all
obligations contained herein.
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<PAGE>
2.3 Proprietary Markings. To the extent that Intel generally marks
--------------------
its own packaging or documentation with its own patent numbers
covering the goods it manufactures, Intel shall likewise mark the
packaging or documentation of the Rambus ICs or Rambus Modules
manufactured by or for Intel with the Rambus patent numbers which
apply to such Rambus ICs and Rambus Modules. The Parties
acknowledge that Intel does not so mark its own packaging or
documentation as of the Effective Date of this Agreement.
2.4 Trademarks.
----------
(a) Rambus hereby grants to Intel a nonexclusive, royalty free,
paid-up, worldwide license under the Rambus trademarks
specified in Exhibit C, as amended by Rambus from time to
time ("Trademarks") to use, mark and Sell Rambus ICs in
accordance with this section. No rights are granted pursuant
to this section except with respect to Rambus Trademarks.
(b) To the extent that Intel uses the Trademarks in Intel
catalogues, brochures and other marketing material used for
Rambus ICs and Rambus Modules, Intel will appropriately
designate the Trademarks and their origin. All
representations of Rambus' Trademarks that Intel uses shall
first be reviewed with Rambus for design, color and other
details or shall be exact duplicates of those used by
Rambus.
(c) Intel [***] visibly mark each Rambus IC with the Trademarks.
(d) If marked by Intel: (i) Intel shall use the Trademarks in
accordance with the instructions from Rambus and agrees that
Rambus may from time to time revise these instructions for
the purpose of protecting the standards of performance
established for Rambus' goods and services sold under the
Trademarks, (ii) at Rambus' request from time to time, Intel
will provide to Rambus, at no charge, samples of Intel's
Rambus ICs to enable Rambus to ensure that such Rambus ICs
are of appropriate quality, and (iii) Intel will work with
Rambus to remedy any failure of its Rambus ICs to meet the
reasonable quality standards established by Rambus for goods
bearing the Trademarks.
2.5 Limitations. No license or other right is granted, by
-----------
implication, estoppel or otherwise, to Intel under any patents,
confidential information or other intellectual property rights
now or hereafter owned or controlled by Rambus except for the
licenses and rights expressly granted in this Agreement. In
addition, Intel shall have no right to manufacture or distribute
or authorize its customers to use or distribute integrated
circuits which incorporate all or part of Rambus Interface
Technology other than Rambus ICs and Other Logic Chips, even if
such integrated circuits are incorporated in Rambus Modules or
other modules, Rambus Boards or other boards, or Rambus Systems
or other systems. Nothing contained in this Agreement shall be
construed as:
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[*] Confidential treatment requested.
<PAGE>
(a) warranty or representation by Rambus as to the validity,
enforceability, and/or scope of any Rambus Intellectual
Property Right, except that Rambus hereby represents and
warrants that as of the Effective Date hereof, to the best
of Rambus' information and belief, there are no actual or
alleged claims against any of such Rights;
(b) imposing upon Rambus any obligation to institute any suit or
action for infringement of any Rambus Intellectual Property
Right, or to defend any suit or action brought by a third
party which challenges or concerns the validity,
enforceability, or scope of any Rambus Intellectual Property
Right, provided however, that Rambus shall cooperate with
Intel in the defense any such action brought against Intel;
(c) imposing on Rambus any obligation to file any patent
application or other intellectual property right application
or registration or to secure or maintain in force any patent
or other Rambus Intellectual Property Right; or
(d) a warranty or representation by Rambus as to the
performance, operation or maintenance of any product of
Intel manufactured, used or sold pursuant to this Agreement.
SECTION 3
3. INTEL LICENSES TO RAMBUS
3.1 Applicable Intel Intellectual Property Rights
---------------------------------------------
(a) Intel hereby grants Rambus a worldwide, royalty free and
fully paid (except for the royalty sharing set forth in
Section 5.4 below), nonexclusive license under Applicable
Intel Intellectual Property Rights to design, make, have
made, use, import, offer to Sell, and Sell any products
which incorporate all or part of Rambus Interface Technology
or any other Rambus interface technology, provided that
Rambus' rights with respect to the Applicable Intel
Intellectual Property Rights shall be limited to
implementation of the Rambus interface technology, and no
license with respect thereto is granted for use in any other
portion of any integrated circuit including the core of a
memory IC (i.e. that portion of a memory IC other than the
interface). Rambus shall have the right to sublicense its
rights under the Applicable Intel Intellectual Property
Rights to any or all of the other licensees of any Rambus
Interface Technology or any other Rambus interface
technology.
(b) No license or other right is granted, by implication,
estoppel or otherwise, to Rambus under any patents,
confidential information or other intellectual property
rights now or hereafter owned or controlled by Intel except
for the licenses and rights expressly granted in this
Agreement. Nothing contained in this Agreement shall be
construed as:
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<PAGE>
(i) a warranty or representation by Intel as to the
validity, enforceability, and/or scope of any
Applicable Intel Intellectual Property Right;
(ii) imposing upon Intel any obligation to institute any
suit or action for infringement of any Applicable Intel
Intellectual Property Right, or to defend any suit or
action brought by a third party which challenges or
concerns the validity, enforceability, or scope of any
Applicable Intel Intellectual Property Right;
(iii) imposing on Intel any obligation to file any patent
application or other intellectual property right
application or registration or to secure or maintain in
force any patent or other Applicable Intel Intellectual
Property Right; or
(iv) a warranty or representation by Intel as to the
performance, operation or maintenance of any product of
Rambus or its sublicensees manufactured, used or sold
pursuant to the license in Section 3.1(a) above.
SECTION 4
4. ENGINEERING OBLIGATIONS AND COOPERATION
4.1 Engineering Obligations.
-----------------------
(a) Rambus will use its reasonable best efforts to define,
design, develop and market the Rambus-D Interface
Specification for implementation in Rambus-D DRAMs and in
Intel's PC main memory control chipsets, working with Intel
and other Rambus-D DRAM licensees, as set forth in Exhibit
D. [***].
(b) Intel will use its reasonable best efforts to design,
develop, mass produce, market, and sell a commercially
attractive PC main memory control chipset which implements
the Rambus-D Interface Specification. Intel represents that,
as of the Effective Date, the activities pursuant to this
Section 4.1 are anticipated to be Intel's main effort to
develop a new interface for PC main memory for mass
production in the period 1999-2002.
(c) Intel and Rambus will each assign a team, appropriately
staffed for accelerated, high priority development, to
accelerate the above-referenced development according to the
timetable and tasks in Exhibit
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[*] Confidential treatment requested.
<PAGE>
D. As appropriate and agreed by the Parties, Rambus and
Intel will periodically revise the timetable and tasks in
Exhibit D.
(d) Rambus agrees to develop with Intel up to three (3) RD-ACs
(which three (3) RD-ACs shall include, and not be in
addition to, the RD-AC(s) specified in Exhibit D). The
responsibilities of the Parties with respect to such
development shall be as set forth in Exhibit D or as
otherwise agreed to by the Parties. Intel agrees that at
least one of these RD-ACs will be designed for use in a
commercial Intel product.
(e) Intel will use reasonable efforts to develop for itself
RD-ACs required by Intel in addition to the three (3) RD-ACs
specified in Section 4.1(d) above. If, however,
notwithstanding its reasonable efforts, Intel is unable to
develop a particular RD-AC, Rambus will agree to develop it
for Intel on Rambus' then current Most Favored Customer
Price, terms and conditions for RD-ACs of similar schedule
and complexity.
4.2 [***].
4.3 Continuing Obligations of Rambus
--------------------------------
(a) Rambus will promptly provide Intel updates to the Rambus
Interface Specifications provided to Intel, as required to
enable Intel to maintain Compatibility.
(b) For purposes of this Section, version 0.3 of the Rambus-D
Interface Specification shall mean the initial, preliminary
Rambus-D Interface Specification issued by Rambus, and
version 1.0 of the Rambus-D Interface Specification (or a
subspecification thereof as described below) shall mean the
version which Rambus then intends to be final for
implementation by Rambus-D Interface Technology licensees,
but is still subject to change as necessary to address
unforeseen implementation difficulties and/or tradeoffs. It
is understood that the Rambus-D Interface Specification,
over time, will be comprised of multiple subspecifications
which will not be mutually exclusive and may co-exist at any
time. For example, there may be a [***] that co-exists in
the market with a [***] and/or a subspecification
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[*] Confidential treatment requested.
<PAGE>
for a graphics optimized version of a [***] as well as a
subspecification for a PC main memory optimized version of a
[***].
(c) Prior to any material change by Rambus to any version of the
Rambus-D Interface Specification prior to version 1.0,
Rambus will provide to Intel reasonable notice and an
opportunity to confer with Rambus concerning the change.
Intel has designated to Rambus in Section 11.5, an Intel
representative authorized to receive this notice and to act
on Intel's behalf with respect thereto and with respect to
Section 4.3(e) below (the "Intel Technical Contact").
(d) For each version of the Rambus-D Interface Specification up
to version 1.0, except for version 0.3, Rambus agrees to
provide to Intel, for review by Intel, the initial draft
final version thereof at least seven (7) business days prior
to Rambus' release of that version. Rambus agrees to
consider in good faith any written comments or suggested
changes by Intel to that version. It is understood that
modifications to the version provided by Rambus to Intel
pursuant to this section, whether as a result of Intel's
comments or suggested changes, third party comments,
observations by Rambus, or otherwise, will not restart the
seven (7) day period, and that at any time at least seven
(7) business days after providing the draft final version to
Intel, Rambus will be entitled to release that version as
modified by Rambus. However, Rambus will use reasonable best
efforts to notify Intel, and to provide a copy of that
version, to Intel before such release.
(e) Rambus will provide to the Intel-designated Intel Technical
Contact, in writing, notice (the "Notice") of each proposed
modification ("Applicable Modification") to any version 1.0
or later version of any subspecification of the Rambus-D
Interface Specification for a Rambus-D DRAM ("Applicable
Version"). If at the time of any Notice both (i) Intel is
then in volume production on a Compatible main memory
controller based on that Applicable Version, or is using its
reasonable best efforts to develop such a controller, and
(ii) either (A) it is prior to twelve months after the
Success Determination Date, or (B) in any prior two (2)
consecutive calendar quarters at least twenty percent (20%)
of Intel's shipments, by unit volume, of integrated circuits
that control main memory were Compatible, then Rambus will
not implement the Applicable Modification if Intel objects
to the Applicable Modification as follows: Within seven (7)
business days after the Notice, the Intel Technical Contact
shall approve or disapprove the modification in writing.
Intel shall not unreasonably withhold its approval of any
proposed Applicable Modification that is necessary for
achievement of the target specification and schedules of the
applicable Rambus-D DRAM unless Intel can demonstrate that
the Applicable Modification would have substantial negative
consequences to Intel. Failure to respond or disapproval by
Intel of a proposed such modification shall be followed
within fourteen (14) business days by an oral discussion of
all relevant information explaining the basis for Intel's
position, including the negative consequences to Intel of
implementing
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[*] Confidential treatment requested.
<PAGE>
the Applicable Modification and a full explanation of the
reasons therefor. Such oral discussion shall be conducted
between respective executives of the Parties and, if not
resolved thereby, Rambus shall have no right to proceed with
including the Applicable Modification. Any such oral
discussion with Intel which does not contain this
information shall be ineffective and shall be deemed an
approval. With respect to any Applicable Modification
disapproved by Intel, Intel shall assist Rambus, and its
Rambus-D DRAM licensees, diligently and in good faith, to
develop alternative modifications that would be acceptable
to Intel and would achieve, to the extent possible, the
goals of the proposed Applicable Modification. Except for
Rambus' Notice obligation, Rambus shall have no obligations,
and Intel shall have no rights, pursuant to this Section
4.3(e) with respect to any Applicable Modification unless
clauses (i) and (ii) hereinabove are satisfied at the time
that Rambus provides the Notice thereof to the Intel
Technical Contact. In addition, Rambus shall have no
obligations, and Intel shall have no rights, pursuant to
this Section 4.3(e) at any time when Intel has not
designated an active Intel Technical Contact in accordance
with this section.
(f) [***]
4.4 Liaison and Meetings. Until completion of the tasks specified in
--------------------
Exhibit D, executives of the Parties will use reasonable best
efforts to meet quarterly, toward the end of each calendar
quarter, to review the status of the development project.
4.5 Meetings with DRAM Licensees. The Parties agree to use reasonable
----------------------------
best efforts to jointly meet quarterly with jointly selected
Rambus Interface Technology DRAM licensees to review progress in
achieving the goals of this Agreement.
4.6 Future Memory Interface Cooperation. If, when Rambus is first
-----------------------------------
ready to license any memory interface technology other than the
Rambus Interface Technology, during both that calendar quarter
and the immediately preceding calendar quarter greater than
twenty percent (20%) of Intel's shipments, by unit volume, of
integrated circuits that control main memory are Compatible, then
Rambus agrees to grant to Intel a license to such memory
interface technology, and to provide engineering support, under
terms and conditions substantially similar to the terms and
conditions of this Agreement. In addition, if Rambus is first
ready to license any memory interface technology other than the
Rambus Interface Technology prior to twelve (12) months after the
Success Determination Date, then Rambus shall grant to Intel a
license, and provide engineering support, under terms and
conditions of agreement substantially similar to the terms and
conditions of this Agreement, provided that the agreement for
such other memory interface technology in which the license and
engineering support are provided shall state that such agreement
shall terminate as of twelve (12)
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<PAGE>
months after the Success Determination Date, unless during any
two (2) consecutive calendar quarters prior to twelve (12) months
after the Success Determination Date greater than twenty percent
(20%) of Intel's shipments, by unit volume, of integrated
circuits that control main memory are Compatible.
4.7 Rambus Warranty Disclaimer. EXCEPT AS PROVIDED IN SECTION 2.5(a),
--------------------------
THE RAMBUS INTERFACE TECHNOLOGY, TECHNICAL INFORMATION, ITEMS IN
EXHIBIT D, AND CONFIDENTIAL INFORMATION PROVIDED BY RAMBUS TO
INTEL ARE PROVIDED AND LICENSED "AS IS" WITHOUT WARRANTY OF ANY
KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY
IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE.
4.8 Intel Warranty Disclaimer. THE TECHNICAL INFORMATION, ITEMS IN
-------------------------
EXHIBIT D, AND CONFIDENTIAL INFORMATION PROVIDED BY INTEL TO
RAMBUS ARE PROVIDED AND LICENSED "AS IS" WITHOUT WARRANTY OF ANY
KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY
IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE.
SECTION 5
5. ENGINEERING FEE, ROYALTIES, AND WARRANT
5.1 Engineering Fee. Intel shall pay Rambus an engineering fee in the
amount of [***], as follows:
(a) Rambus acknowledges receipt of [***] prior to the
Effective Date.
(b) Upon execution of this Agreement, Intel shall pay
to Rambus [***].
(c) Rambus acknowledges receipt of [***] prior to the
Effective Date in lieu of payment due on September
30, 1996. On or before the last business day of
each calendar quarter thereafter for each of the
[***] succeeding calendar quarters (i.e, until
[***], when a total of [***] has been paid to
Rambus pursuant to this section), Intel shall pay
to Rambus [***], unless Rambus has failed to meet
the Exhibit D milestones for which it was
responsible during that calendar quarter. If,
because of Rambus' failure to complete the
applicable milestone, Intel does not make a
payment pursuant to the preceding sentence on or
before the last business day of the calendar
quarter, Intel shall, within ten (10) business
days thereafter, in writing, either terminate this
Agreement or extend to Rambus an additional sixty
(60) days to cure such failure. If Intel extends
Rambus this additional sixty (60) days, then upon
expiration of this sixty (60) day
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<PAGE>
period, Intel shall either terminate this Agreement by
written notice to Rambus, or pay to Rambus the [***] payment
for that quarter, regardless of whether Rambus cured the
failure to achieve the milestones for that quarter.
Determination of whether Rambus has met such milestones will
be made in good faith by Intel management, including
evaluation of Intel's own performance, during the quarterly
executive review scheduled toward the end of each quarter.
5.2 Royalties to Rambus.
-------------------
(a) Rambus Logic Chip Royalty.
-------------------------
(i) Commencing [***] and on or before the first
calendar day of each calendar quarter thereafter, Intel
shall pay to Rambus [***]) in consideration of the
license granted to Intel in Section 2.1(a)(i) above
with respect to Rambus Logic Chips. This royalty shall
be [***]. Intel, however, shall be entitled to
terminate this royalty obligation upon written notice
from Intel to Rambus that Intel will immediately cease
manufacturing, or having manufactured, all Rambus Logic
Chips. Upon such notice, Intel's royalty obligation
pursuant to this Section 5.2(a) shall terminate, and
Intel's license, pursuant to Section 2.1(a)(i) above to
design, make, or have made Rambus Logic Chips, shall
permanently and irrevocably terminate, i.e., Intel
shall not be entitled to reinstate this license. Upon
such notice and termination, however, Intel shall
retain the right to Sell (but not to design, make, or
have made) Rambus Logic Chips made by or for Intel
prior to such notice. In addition, unless, as of the
effective date of such notice of termination by Intel,
in each of any two (2) prior consecutive calendar
quarters greater than twenty percent (20%) of Intel's
shipments, by unit volume, of integrated circuits that
control main memory were Compatible, Intel's license,
pursuant to Section 2.1(a)(ii) above, to design, make,
or have made Other Logic Chips shall also permanently
and irrevocably terminate. Upon such termination,
however, Intel shall retain the right to Sell (but not
to design, make, or have made) Other Logic Chips made
by or for Intel prior to such notice.
(ii) If after any [***] Intel shall have the option, on
written notice, [***] after the effective date of such
written notice, and, of the end of such [***] the
license granted in Section 2.1(a)(i) [***]
[*] Confidential treatment requested.
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<PAGE>
[***] Should Intel [***] Intel's right to nominate a
representative to the Rambus Board of Directors
pursuant to the Registration Rights Agreement attached
hereto as Exhibit F shall terminate.
(b) Rambus Memory Royalty Rate. In addition to the above, Intel
--------------------------
shall pay to Rambus a royalty equal to [***] of Intel's and
its Subsidiaries' Net Sales of Rambus Memories made by or
for Intel or its Subsidiaries, provided that for each
calendar quarter in which Intel ships at least five million
(5,000,000) Compatible integrated circuits that control PC
main memory, the royalty rate for that quarter shall be
reduced to [***] of Intel's and its Subsidiaries' Net Sales
of Rambus Memories made by or for Intel or its Subsidiaries.
(c) Modules, Boards, and Systems. During each quarter Net Sales
----------------------------
for each Rambus Memory incorporated into a Rambus Module,
Rambus Board, or Rambus System made by or for Intel shall be
calculated based on the average gross selling price earned
by Intel during such quarter on Sales of that Rambus Memory
made by or for Intel as components to unaffiliated customers
in arm's length sales. If there are no such Sales, then the
Parties shall use such average gross selling price of Rambus
Memories with similar functionality. Such royalties shall be
due upon the internal transfer of the Rambus Memory for such
incorporation.
(d) Nonmarket Dispositions. In the event that Rambus Memories
----------------------
made by or for Intel are Sold in circumstances in which the
selling price is established on other than an arms length
basis, Net Sales for each such Rambus Memory shall be
calculated based on the volume of such Rambus Memory
multiplied by the average gross selling price earned by
Intel during such quarter on Sales of that Rambus Memory to
unaffiliated customers in arm's length Sales. If there are
no such Sales, then the Parties shall use such average gross
selling price of Rambus Memories with similar functionality.
(e) Finished Products. Intel understands and agrees that
-----------------
royalties are to be paid hereunder for, and the royalty
rates specified herein are based upon, Net Sales of Rambus
Memories made by or for Intel in finished product form. If
Intel Sells Rambus Memories in unfinished form (e.g., as
processed wafers, unpackaged products, or otherwise
requiring additional work), then Net Sales for each such
Rambus Memory shall be calculated based on the volume of
such Rambus Memory multiplied by the average gross selling
price earned by Intel during such quarter on Sales of that
Rambus Memory, in finished product form, to unaffiliated
customers in arm's length Sales. If there are no such Sales,
then the Parties shall use the average selling price of
finished Rambus Memories with similar functionality.
5.3 Payments and Accounting.
-----------------------
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[*] Confidential treatment requested.
<PAGE>
(a) Records and Audits. The Parties agree that an independent
------------------
accounting firm designated by Rambus and approved by Intel
(such approval not to be unreasonably withheld or delayed)
shall have the right to conduct audits of Intel for the
purpose of determining the accuracy of royalty payments
hereunder. In this regard, Intel agrees to maintain
sufficient production and sales records for Rambus Memories
and Rambus Logic Chips and to provide Rambus' designated
independent accounting firm with reasonable access to such
records. This provision will survive the termination of this
Agreement for a period of two (2) years. Audits shall be
conducted not more than once a year unless the preceding
audit revealed a discrepancy, and in each case during normal
business hours. Prompt adjustment shall be made by Intel to
compensate for any errors and/or omissions disclosed by such
examination or audit which result in an underpayment of
royalties hereunder. Should the amount of any such error
and/or omission exceed five percent (5%) of the total
royalties due for the period under audit, then upon written
request by Rambus, Intel shall pay for the cost of the
audit.
(b) Reports and Payment Terms. Within sixty (60) days after the
-------------------------
end of each calendar quarter, Intel shall furnish to Rambus
a statement in suitable form showing all Rambus Memories, by
part number, subject to royalties which were sold, leased,
or otherwise disposed of during the preceding calendar
quarter, and the royalty rate and amount of royalty payable
thereon. If no Rambus Memories subject to royalty have been
sold, leased, or otherwise disposed of, that fact shall be
shown on such statement. Also within this sixty (60) day
period, Intel shall pay to Rambus the Rambus Memory
royalties payable hereunder for such quarter. All royalty
and other payments to Rambus hereunder shall be in United
States dollars. Royalties based on Rambus Memory sales in
other currencies shall be converted to United States dollars
according to the rate of exchange for that currency as
quoted by the Wall Street Journal on the last publication
day of the calendar month in which the royalty accrued.
5.4 Royalties to Intel.
------------------
(a) In consideration of the engineering contributions of Intel
pursuant to this Agreement and the license granted to Rambus
in Section 3.1 above, Rambus agrees that during the term of
this Agreement, commencing with the second calendar quarter
of 1998 and until termination of Intel's royalty obligation
pursuant to Section 5.2(a) above, if in any calendar quarter
greater than twenty percent (20%) of Intel's shipments, by
unit volume, of integrated circuits that control main memory
are Compatible, then for that calendar quarter, for each
Rambus DRAM licensee whose sales of Rambus DRAMs are greater
than twenty-five percent (25%) of such licensee's total DRAM
sales for that quarter, on a unit volume basis, Rambus will
pay to Intel a royalty share equal to all amounts received
by Rambus as royalties from that licensee for that quarter
in excess of two percent (2%) (the "Reference Rate") of that
licensee's Net Sales of Rambus DRAMs. These royalties shall
be payable, reported,
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<PAGE>
and subject to audit by Intel in accordance with the
procedures specified in Section 5.3 above, as applied to
Rambus as the payor and Intel as the payee, provided that
Rambus shall not be obligated to provide a royalty report
for any quarter if no royalty is payable for that quarter,
and provided further that it is understood that the
information permitting Rambus to determine whether a
particular licensee's sales of Rambus DRAMs exceed
twenty-five percent (25%) of such licensee's total sales of
DRAMs may not be available to Rambus until some time after
the end of the quarter, and Rambus shall not be obligated to
make any royalty payment until it is able to confirm this
information. In addition, Rambus' obligations pursuant to
this section shall be conditioned on Intel's having advised
Rambus, within thirty (30) days after the end of the
calendar quarter, that greater than twenty percent (20%) of
Intel's shipments of integrated circuits that control main
memory were Compatible. Rambus shall be entitled to audit
each such report in accordance with the procedures specified
in Section 5.3(a), provided that Rambus shall be limited to
one such audit per quarter.
(b) The Reference Rate of two percent (2%) specified in Section
5.4(a) above may be reduced only under the following
conditions: Intel shall meet annually with Rambus, during
which meeting Intel will provide its reasonable, good faith
projection of its requirements for system memory bandwidth
and memory size over the following three (3) to five (5)
years, and Rambus will provide its reasonable, good faith
projection of its memory subsystem interface bandwidth for
the same three (3) to five (5) years. Each Party will
provide to the other Party the underlying assumptions and
applicable data so that the other Party can independently
verify these projections. If, based upon the meeting, Intel
reasonably determines that its memory bandwidth requirements
for the next three (3) to five (5) years exceed what may be
reasonably expected from evolutionary improvements to the
Rambus-D Interface Technology, Intel shall so notify Rambus
in writing, including an explanation of the reason for
Intel's determination. If Intel does so notify Rambus in
writing, such notice shall include Intel's written
commitment to assign an appropriately staffed team of
engineers to work with Rambus to provide system architecture
tradeoff guidance to Rambus, then:
(i) If, within three (3) months after Intel's notification
and commitment of the above-referenced team of Intel
engineers, Rambus commences and continues to use its
reasonable best efforts to develop new, [***]
interface technology, reasonably designed to meet
Intel's specified future memory bandwidth requirements
with reasonable economics, then the Reference Rate
shall not be adjusted. For this purpose, "reasonable
best efforts" means Rambus' assignment of a development
team of appropriate size and skill reasonably designed
to achieve these objectives; or
(ii) If, within three (3) months after Intel's notification
and commitment of the above-referenced team of Intel
engineers,
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[*] Confidential treatment requested.
<PAGE>
Rambus has not commenced using its reasonable best efforts
as described in paragraph (i) above, then, commencing in the
following calendar quarter, the Reference Rate will diminish
by one eighth (1/8) of one percent (1%) each quarter for
eight (8) quarters, until the Reference Rate is reduced to
one percent (1%). If, however, at any time thereafter Rambus
commences reasonable best efforts to develop the [***]
interface technology, as described in paragraph (i) above,
then the Reference Rate reduction shall cease and,
commencing with the first calendar quarter thereafter, the
Reference Rate shall increase by one eighth (1/8) of one
percent (1%) per quarter until it is again two percent (2%).
If, after having commenced reasonable best efforts, Rambus
ceases such reasonable best efforts, then the Reference Rate
will diminish as set forth above. In no event shall the
Reference Rate be less than one percent (1%) or more than
two percent (2%).
5.5 Warrant and Board Rights.
------------------------
(a) Within sixty (60) days after the Effective Date, Rambus
agrees to issue to Intel a warrant in the form attached
hereto as Exhibit E.
(b) Within sixty (60) days after the Effective Date, Rambus
shall deliver to Intel for Intel's signature, a fully
executed (except for Intel's signature) "Rambus Inc. Amended
and Restated Information and Registration Rights Agreement"
in the form attached hereto as Exhibit F.
5.6 Certain Transactions.
--------------------
(a) For purposes of this section, the following terms shall have
the following meanings:
(i) "Applicable Transaction" means any transaction between
Rambus and a third party after which:
(A) the third party would own, directly or indirectly,
beneficially or of record, voting securities
representing more than fifty percent (50%) of the
total voting power (a "Majority Interest") of
Rambus, unless persons previously owning a Majority
Interest of Rambus continue to own a Majority
Interest of such third party;
(B) Rambus would become a Party to a merger with the
third party in which Rambus is not the surviving
corporation, unless persons previously owning a
Majority Interest of Rambus continue to own a
Majority Interest of such surviving corporation; or
(C) Rambus would transfer all or substantially all of
its business and assets to the third party, unless
persons
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[*] Confidential treatment requested.
<PAGE>
previously owning a Majority Interest of Rambus
continue to own a Majority Interest of such
transferee.
(ii) "Competitive" as applied to an Intel offer compared to
a third party offer means (A) the Intel offer includes
money and other consideration at least equal to the
money and other consideration included in the third
party offer, (B) the other terms and conditions of the
Intel offer are at least as favorable to Rambus as the
other terms and conditions of the third party offer,
and (C) the Intel offer is fully authorized by Intel
and shall constitute a binding agreement upon its
acceptance by Rambus.
(b) Rambus agrees to notify Intel in writing within five (5)
business days after Rambus commences negotiations to enter
into any Applicable Transaction with any third party. Intel
agrees to hold such information in strict confidence, to
refrain from trading in any publicly traded stock based on
such information, and to use such information solely for the
purpose of considering and making a competing offer to
Rambus. Rambus further agrees:
(i) to consider, in good faith, competing offers by Intel
to enter into an Applicable Transaction with Intel,
and
(ii) not to enter into any Applicable Transaction with any
third party until sixty (60) days after providing to
Intel the written notice required by this Section
5.6(b), but only if Intel has indicated to Rambus, in
writing within fifteen (15) days of such notice, that
it will be making a good faith effort to submit a
competing offer to enter into an Applicable
Transaction with Rambus.
(iii) If, prior to agreeing to enter into the Applicable
Transaction with the third party, Intel has made to
Rambus a Competitive bona fide offer to enter into an
Applicable Transaction with Intel, and,
notwithstanding such Competitive offer Rambus
consummates the Applicable Transaction with the third
party, then (A) Intel's royalty obligation pursuant to
Section 5.2(a)(i) shall cease as to Sales of Rambus
Logic Chips after the consummation of the Applicable
Transaction, (B) the license granted in Section 2
shall be fully paid, irrevocable, and survive
termination of this Agreement, and (C) Rambus shall
refund to Intel fifty percent (50%) of royalties paid
by Intel for Rambus Logic Chips pursuant to Section
5.2(a)(i) above, provided, however, such refund shall
be limited to a maximum of [***].
(c) After thirty (30) months after the Success Determination
Date, if less than twenty percent (20%) of Intel's
shipments, by unit volume, of integrated circuits that
control main memory are Compatible for any four (4)
consecutive calendar quarters, then the rights granted to
Intel under this Section 5.6 shall terminate.
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[*] Confidential treatment requested.
<PAGE>
SECTION 6
6. CONFIDENTIAL INFORMATION
------------------------
6.1 Confidential Information. The term "Confidential Information"
------------------------
shall mean any information disclosed by one Party to the other
during the term of this Agreement, with regard to this
Agreement or otherwise, which is in written, graphic, machine
readable or other tangible form and is marked "Confidential",
"Proprietary" or in some other manner to indicate its
confidential nature. Confidential Information may also include
oral information disclosed by one Party to the other pursuant
to this Agreement, provided that such information is
designated as confidential at the time of disclosure and
reduced to a written summary by the disclosing Party, within
thirty (30) days after its oral disclosure, which is marked in
a manner to indicate its confidential nature and delivered to
the receiving Party. Notwithstanding any failure to so
identify it, however, (i) the Rambus Interface Technology
shall be deemed Rambus "Confidential Information" hereunder,
and (ii) technical information disclosed by Intel to Rambus
during the activities specified in Section 4.1 above shall be
deemed Intel "Confidential Information" hereunder, provided,
however, that in the event of controversy the burden of
proving that such information is truly confidential shall be
on the Party failing to identify it as such.
6.2 Confidentiality. Each Party shall treat as
---------------
confidential all Confidential Information of the other Party,
shall not use such Confidential Information except as
expressly set forth herein or otherwise authorized in writing,
shall implement reasonable procedures to prohibit the
disclosure, unauthorized duplication, misuse or removal of the
other Party's Confidential Information and shall not disclose
such Confidential Information to any third party, except as
set forth in Section 6.3 below. With respect to disclosures to
mutually agreed-upon third parties, Intel and Rambus shall
agree on the content of such disclosures provided, however,
that such third parties are under obligations of
confidentiality to Intel and Rambus. Such obligations may
include joint non-disclosure agreements among Intel, Rambus
and the third parties. Without limiting the foregoing, each of
the Parties shall use at least the same procedures and degree
of care which it uses to prevent the disclosure of its own
Confidential Information of like importance to prevent the
disclosure of Confidential Information disclosed to it by the
other Party under this Agreement, but in no event less than
reasonable care.
6.3 Disclosures to DRAM Companies.
-----------------------------
Intel shall be entitled to disclose Rambus Confidential
Information to third party DRAM companies which are
considering using Rambus Interface Technology, or which are
commencing implementation of Rambus Interface Technology, only
to assist such companies to get to market quickly with Rambus
DRAMs, and only if all of the following conditions are
satisfied:
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<PAGE>
(a) The third party must be either (i) a company licensed by
Rambus to make and sell Rambus DRAMs pursuant to an
agreement which imposes upon the third party
confidentiality obligations with respect to Rambus
Confidential Information, or (ii) a DRAM company which
Intel believes, in good faith, intends to enter into a
license agreement with Rambus to make and sell Rambus
DRAMs, after evaluation of the Rambus technology, and
which is a party to a confidentiality agreement with
Rambus which, in Rambus' reasonable opinion, is adequate
to protect the type of Rambus Confidential Information
which Intel will disclose.
(b) Intel must be a party to a confidentiality agreement with
the third party pursuant to which disclosures by Intel of
Rambus Confidential Information are subject to the same
restrictions and obligations as are disclosures of Intel
Confidential Information.
(c) Rambus, Intel, and the third party must have entered into
a three-party confidentiality agreement that provides
that any Rambus Confidential Information disclosed to the
third party must be treated by the third party as if
Rambus had disclosed the Rambus Confidential Information
pursuant to Rambus' two-party confidentiality agreement
with the third party. Rambus will not unreasonably refuse
to enter into such a three-party agreement.
6.4 Exceptions. Notwithstanding the above, neither
----------
Party shall have liability to the other with regard to any
Confidential Information of the other which:
(a) was generally known and rightfully available at the time
it was disclosed or becomes generally known and
rightfully available through no fault of the receiver;
(b) was rightfully known to the receiver, without
restriction, at the time of disclosure as shown by the
files of the receiver in existence at the time of
disclosure;
(c) is disclosed with the prior written approval of the
discloser;
(d) was independently developed by the receiver without any
use of the Confidential Information by employees or other
agents of the receiver who have not been exposed to the
Confidential Information, provided that the receiver can
demonstrate such independent development by documented
evidence prepared contemporaneously with such independent
development; or
(e) becomes known to the receiver, without restriction, from
a source other than the discloser without breach of this
Agreement by the receiver and otherwise not in violation
of the discloser's rights.
(f) In addition, each Party shall be entitled to disclose the
other Party's Confidential Information to the extent such
disclosure is required by the
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<PAGE>
order or requirement of a court, administrative agency,
or other governmental body, provided that the Party
required to make the disclosure shall provide prompt,
advance notice thereof to enable the other Party to seek
a protective order or otherwise prevent such disclosure.
6.5 CNDA. The CNDA is hereby terminated and superseded by
----
this Agreement. All "Confidential Information" disclosed
pursuant to the CNDA shall be deemed Confidential Information
pursuant to this Section 6.
6.6 Residuals. Each Party may use Residuals for any
---------
purpose including, without limitation, use in development,
manufacture, promotion, sale and maintenance of its products
and services, provided that this right to Residuals does not
represent a license under any patents, copyrights, mask work
rights or other similar intellectual property rights of the
disclosing Party. The term "Residuals" means any information
that is retained in the unaided memories of the receiving
Party's employees who have had access to the disclosing
Party's Confidential Information pursuant to the terms of this
Agreement. An employee's memory is unaided if the employee has
not intentionally memorized the Confidential Information for
the purpose of retaining and subsequently using or disclosing
it.
SECTION 7
7. INTELLECTUAL PROPERTY OWNERSHIP, LICENSE TO RAMBUS AND
------------------------------------------------------
INDEMNIFICATION DISCLAIMER
--------------------------
7.1 Ownership.
---------
(a) Subject to the licenses granted to Intel herein, Rambus
shall own all right, title and interest in the Rambus
Interface Technology and all upgrades, enhancements and
improvements thereto made by Rambus. Subject to the
provisions of Section 4.3 above, Rambus shall own exclusive
distribution and content control of the Rambus-D Interface
Specification and may publish therein any contribution to
the Rambus-D Interface Technology by Intel consistent with
the licenses from Intel in Section 3 above, and Intel hereby
assigns, and agrees to assign, to Rambus the copyright in
any such Intel contribution. Except for Joint Developments,
each Party shall own the Developments that it solely makes.
(b) All Joint Developments shall be jointly and equally owned by
Intel and Rambus, and each Party shall be entitled to use
and exploit each such jointly owned Joint Development
without notice or accounting to the other Party. The Parties
shall confer and reasonably cooperate with respect to patent
and other intellectual property applications, filings and
registrations with respect to jointly owned Joint
Developments. For Joint Developments, patent expenses shall
be divided equally between the Parties provided that either
Party may elect not to share the expenses of
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<PAGE>
the patent application in any or all countries, in which
case the other Party may file at its own expense and shall
have sole control of prosecution thereof. For those Joint
Developments which principally read on general integrated
circuit structures and processes, Intel will have the first
option to control the application process. For those Joint
Developments which principally read on Rambus-D designs,
Rambus will have the first option to control the application
process.
(c) Both Parties agree that prior to July 1, 1996, there has
been no Joint Development in the Rambus-D Interface
Technology protocol area, and that prior to the Effective
Date, there has been no Joint Development in other areas of
Rambus-D Interface Technology.
7.2 Rambus Indemnification Disclaimer. Rambus disclaims and
---------------------------------
shall have no obligation of defense, contribution, or indemnity
with respect to any actual or alleged intellectual property
infringement with respect to the Rambus Interface Technology,
Rambus-1 Interface Specification, Rambus-D Interface
Specification, or otherwise arising out of this Agreement. Rambus
shall have no liability arising out of any such actual or alleged
intellectual property infringement. Intel, however, shall
promptly notify Rambus, in writing, of each such infringement
claim of which Intel becomes aware, and Intel shall cooperate
with Rambus if Rambus desires to intervene in any such
infringement action against Intel.
7.3 Intel Indemnification Disclaimer. Intel disclaims and shall
--------------------------------
have no obligation of defense, contribution, or indemnity with
respect to any actual or alleged intellectual property
infringement with respect to the Applicable Intel Intellectual
Property Rights or otherwise arising out of this Agreement. Intel
shall have no liability arising out of any such actual or alleged
intellectual property infringement. Rambus, however, shall
promptly notify Intel, in writing, of each such infringement
claim of which Rambus becomes aware, and Rambus shall cooperate
with Intel if Intel desires to intervene in any such infringement
action against Rambus.
SECTION 8
8. LIMITATION OF LIABILITY
-----------------------
IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL,
CONSEQUENTIAL, INDIRECT, OR INCIDENTAL DAMAGES, HOWEVER CAUSED, ON ANY
THEORY OF LIABILITY AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES, ARISING IN ANY WAY OUT OF THIS
AGREEMENT OR THE DESIGNS, TECHNOLOGY OR PRODUCTS LICENSED OR OTHERWISE
PROVIDED PURSUANT TO THIS AGREEMENT. IN NO EVENT WILL RAMBUS' LIABILITY
ARISING OUT OF THIS AGREEMENT EXCEED THE FEES, ROYALTIES, AND OTHER
AMOUNTS RECEIVED BY RAMBUS HEREUNDER. IN NO EVENT WILL INTEL'S
LIABILITY ARISING OUT OF THIS AGREEMENT EXCEED THE FEES, ROYALTIES, AND
OTHER AMOUNTS PAID OR
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<PAGE>
PAYABLE BY INTEL HEREUNDER, PROVIDED, HOWEVER, THAT THIS MAXIMUM
LIABILITY OF INTEL SHALL BE IN ADDITION TO INTEL'S OBLIGATION TO PAY
ALL FEES, ROYALTIES, AND OTHER AMOUNTS PAYABLE, BUT UNPAID, BY INTEL.
THESE LIMITATIONS, HOWEVER, SHALL NOT APPLY TO INFRINGEMENT OF THE
OTHER PARTY'S INTELLECTUAL PROPERTY RIGHTS OR BREACHES OF SECTION 6
HEREOF.
SECTION 9
9. TERM AND TERMINATION
--------------------
9.1 Term. The term of this Agreement shall commence as of
----
the Effective Date and, unless and until terminated hereunder,
shall continue until the expiration of the last to expire
Rambus patent within the Rambus Intellectual Property Rights.
9.2 Termination.
-----------
(a) Intel shall be entitled to terminate this Agreement, at any
time, on written notice to Rambus.
(b) Rambus, at its option, may, in addition to any other
remedies it may have, terminate this Agreement on written
notice to Intel if:
(i) Intel defaults in the performance of any payment
obligations hereunder and if any such default is not
corrected within forty-five (45) days after Intel
receives written notice thereof from Rambus;
(ii) Intel breaches Section 2.1 or Section 2.2 above;
(iii) At thirty (30) months after the Success Determination
Date unless in any two prior consecutive calendar
quarters, twenty percent (20%), by unit volume, of
integrated circuits shipped by Intel that directly
control main memory were Compatible;
(iv) at any time between January 15, 1997 and the Success
Determination Date, Intel communicates to any of the
then current top ten (10) DRAM manufacturers that Intel
has plans to support, as the primary DRAM for PC main
memory applications for the years 2000, 2001 and 2002,
any New Interface other than the Rambus-D Interface
Technology; or
(v) at any time between January 15, 1997 and the Success
Determination Date, the Intel senior member attending
the quarterly Rambus/Intel executive meeting, upon
Rambus' request, does not represent to the Rambus
officers attending such meeting that the Rambus-D DRAM
will be the primary DRAM for PC main memory
applications for the years 2000, 2001 and 2002.
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<PAGE>
(i) For purposes of this Subsection (b), "New Interface" means
any interface for PC main memory applications, other than
main memory interfaces on IntelOs chipsets shipped prior to
the second calendar quarter of 1998, and evolution of such
main memory interfaces extending therefrom. Any DRAM
interface which provides greater than one (1)
Gigabyte/second/device bandwidth is considered a New
Interface.
9.3 Survival.
--------
(a) Upon any termination or expiration of this Agreement, then,
except as set forth in Section 5.2(a)(ii) above and Section
9.3(b) below, all licenses and rights granted by Rambus shall
terminate, and except as required by Intel to exercise those
rights surviving pursuant to Section 9.3(b) below, Intel shall
promptly destroy or deliver to Rambus all materials comprising,
incorporating, or using any Rambus Interface Technology,
Confidential Information, or Rambus Intellectual Property Rights.
In addition, all amounts due or payable to Rambus or Intel as a
result of events prior to the effective date of termination or
expiration shall remain due and payable. The provisions of
Sections 2.1(c), 2.5, 3 (provided that Rambus' rights pursuant to
Section 3.1 shall be limited to those Intel patents and patent
applications entitled to a first effective filing date prior to
the effective date of termination of this Agreement, and to those
copyrights, trade secrets and other intellectual property rights
(other than mask work rights) in existence as of the effective
date of termination), 4.7, 4.8, 5.3, 5.4 (as to the Parties'
audit rights only), 6 (as to Confidential Information disclosed
prior to termination of this Agreement), 7, 8, 9.3, 10, and 11
(excluding paragraphs (f)(i) through (f)(iv) of Section 11.1)
shall survive any expiration or termination of this Agreement for
any reason.
(b) Upon termination of this Agreement by Intel pursuant to Section
9.2(a) above:
(i) Intel shall retain the right, pursuant to Section 2.1(a)(i)
above, to Sell (but not to design, make, or have made)
Rambus ICs made by or for Intel prior to the effective date
of termination of this Agreement. Sales of Rambus Memories
pursuant to this section shall be subject to Sections 5.2
(excluding Section 5.2(a)) and 5.3.
(ii) If by twelve months following the Success Determination Date
or, if earlier, by the effective date of termination of this
Agreement, for more than any two consecutive calendar
quarters more than twenty percent (20%) of Intel's sales, by
unit volume, of integrated circuits that directly control
main memory were Compatible, then Intel's license pursuant
to Section 2.1(a)(ii) shall survive at no charge to Intel,
provided that this license will be limited to those Rambus
patents and patent applications entitled to a first
effective filing date prior to the effective date of
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<PAGE>
termination of this Agreement, and shall be limited to those
copyrights, trade secrets, and other intellectual property
rights in existence as of the effective date of termination.
SECTION 10
10. GOVERNING LAW AND ARBITRATION
-----------------------------
10.1 Governing Law. This Agreement shall be governed by and interpreted in
-------------
accordance with the laws of the State of New York, without reference
to conflict of laws principles.
10.2 Arbitration. Any dispute or claim arising out of or in connection
-----------
with this Agreement shall be finally settled by binding arbitration in
Palo Alto, California under the Commercial Rules of Arbitration of the
American Arbitration Association by one arbitrator appointed in
accordance with said rules. The arbitrator shall apply New York law
to the merits of any dispute or claim, without reference to rules of
conflicts of law or arbitration. Judgment on the award rendered by
the arbitrator may be entered in any court having jurisdiction
thereof. Notwithstanding the foregoing, the Parties may apply to any
court of competent jurisdiction for injunctive relief without breach
of this arbitration provision. Prior to initiating arbitration or
litigation, however, senior executives of the Parties shall meet to
attempt to resolve the dispute or claim. If a Party requests such a
meeting but the other Party does not make a senior executive available
for the meeting within ten (10) days after the request, then the
requesting Party shall then be entitled to initiate arbitration (or,
as applicable, litigation). Prior to initiating a meeting, dispute,
claim or litigation, the initiating Party shall provide to the other
Party a written description of the points of dispute or claim arising
under the express terms of this Agreement.
10.3 Equitable Relief. Notwithstanding the provisions of Section 10.2
----------------
above, a Party shall have the right, without the requirement of first
seeking a remedy through arbitration, to seek temporary or preliminary
injunctive or other equitable relief in any proper court in the
event that Party determines that redress through arbitration will not
provide a sufficient temporary or preliminary remedy for any violation
by the other Party of its obligations regarding Confidential
Information of the Party bringing the equitable relief action under
this Agreement. Each Party agrees that such injunctive or other
equitable relief will be a necessary and proper remedy in the event of
misuse or disclosure by such Party of the other Party's Confidential
Information.
SECTION 11
11. MISCELLANEOUS
-------------
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<PAGE>
11.1 Confidentiality of Agreement. Each Party agrees that this Agreement
----------------------------
and the terms and conditions of this Agreement shall be treated as
Confidential Information and that neither Party will disclose this
information to any third party without the prior written consent of
the other Party, provided, however, that each Party may disclose this
information:
(a) as required by any court or other governmental body;
(b) as otherwise required by law;
(c) to legal counsel of the Parties, accountants, and other
professional advisors;
(d) in confidence, to banks, investors and other financing sources
and their advisors; and
(e) in confidence, in connection with an actual or prospective merger
or acquisition or similar transaction.
(f) In addition:
(i) Rambus shall be entitled to communicate to DRAM companies
that it is working with Intel to jointly define the Rambus-
D Interface Specification, which may include co-support for
the Rambus-1 Interface Specification and the Rambus-D
Interface Specification if this can be accomplished without
unreasonably compromising development of the Rambus-D
Interface Specification.
(ii) Intel may communicate to DRAM and memory component
companies (A) Intel's intention to produce PC main memory
control chipsets Compatible with the Rambus-D Interface
Specification and (B) details of Intel's rights pursuant to
Section 5.4 above.
(iii) Not later than early in the first calendar quarter of 1997,
Intel shall advise all DRAM suppliers with which Intel is
then currently working of Intel's intention to produce PC
main control chipsets Compatible with the Rambus-D
Interface Specification, with corresponding Compatible DRAM
mass production required starting in the [***].
(iv) In any initial public offering of Rambus' stock, Intel and
Rambus will agree upon a common message with respect to
this Agreement to analysts and investors that complies with
Securities and Exchange Commission requirements of public
disclosure of material information. Subject to the
foregoing, it is currently anticipated that the message to
analysts and investors will be that Intel has entered into
a strategic agreement with Rambus that is proceeding with
respect to development of the Rambus-D
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[*] Confidential treatment requested.
<PAGE>
Interface Specification [***].
11.2 Assignment. Neither Party may assign or delegate this Agreement or
----------
any of its licenses, rights or duties under this Agreement, by
operation of law or otherwise, without the prior written consent of
the other Party, except Rambus may assign this Agreement to a person
or entity into which it has merged or which has otherwise succeeded
to all or substantially all of its business and assets, and which has
assumed in writing or by operation of law its obligations under this
Agreement. Any assignment in violation of this section shall be void.
In the event of any such assignment or attempted assignment by Intel,
this Agreement and all rights and licenses granted to Intel shall
automatically terminate.
11.3 Authority. Each Party represents that all corporate action necessary
---------
for the authorization, execution and delivery of this Agreement by
such Party and the performance of its obligations hereunder has been
taken.
11.4 Notices. All notices required or permitted hereunder shall be in
-------
writing and shall be mailed by registered or certified mail, postage
prepaid, or otherwise delivered by hand, by messenger or by
telecommunication, addressed to the addresses first set forth above
or at such other address furnished with a notice in the manner set
forth herein. Such notices shall be deemed to have been served when
delivered or, if delivery is not accomplished by reason of some fault
of the addressee, when tendered.
11.5 Intel Technical Contact. Intel hereby designates [***] as the
-----------------------
Intel Technical Contact for this Agreement. Intel may change the
Intel Technical Contact by notice to Rambus as provided for In
Section 11.4, above.
11.6 Export Controls. Each Party agrees to comply with all U.S. export
---------------
regulations in connection with this Agreement.
11.7 Counterparts. This Agreement may be executed in two (2) or more
------------
counterparts, all of which, taken together, shall be regarded as one
and the same instrument.
11.8 Partial Invalidity. If any paragraph, provision, or clause thereof in
------------------
this Agreement shall be found or be held to be invalid or
unenforceable in any jurisdiction in which this Agreement is being
performed, the remainder of this Agreement shall be valid and
enforceable and the Parties shall negotiate, in good faith, a
substitute, valid and enforceable provision which most nearly effects
the Parties' intent in entering into this Agreement.
11.9 Relationship of Parties. The Parties hereto are independent
-----------------------
contractors. Nothing contained herein or done in pursuance of this
Agreement shall constitute either Party the agent of the other Party
for any purpose or in any sense whatsoever, or constitute the Parties
as partners or joint venturers.
11.10 Modification. No alteration, amendment, waiver, cancellation or any
------------
other change in any term or condition of this Agreement shall be
valid or binding on
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[*] Confidential treatment requested.
<PAGE>
either Party unless the same shall have been mutually assented to in
writing by both Parties.
11.11 Waiver. The failure of either Party to enforce at any time the
------
provisions of this Agreement, or the failure to require at any time
performance by the other Party of any of the provisions of this
Agreement, shall in no way be constituted to be a present or future
waiver of such provisions, nor in any way affect the right of either
Party to enforce each and every such provision thereafter. The
express waiver by either Party of any provision, condition or
requirement of this Agreement shall not constitute a waiver of any
future obligation to comply with such provision, condition or
requirement.
11.12 Force Majeure.
-------------
(a) If the performance of this Agreement or any obligations
hereunder, other than the payment of money, is prevented,
restricted or interfered with by reason of fire or other casualty
or accident, strikes or labor disputes, war or other violence,
any law, order, proclamation, regulations, ordinance, demand or
requirement of any government agency, or any similar act or
condition beyond the reasonable control of the Parties hereto
("Event of Force Majeure"), the Party so affected upon giving
prompt notice to the other Party shall be excused from such
performance to the extent of such prevention, restriction or
interference; provided that the Party so affected shall use its
reasonable best efforts to avoid or remove such causes of
nonperformance and shall continue performance hereunder with the
utmost dispatch whenever such causes are removed.
(b) The Party suffering an Event of Force Majeure shall notify the
other Party within fifteen (15) days of the occurrence of such
Events and within thirty (30) days shall furnish the other Party
with a recovery plan of action. Without limiting the foregoing, a
Party suffering an Event of Force Majeure shall use its
reasonable best efforts to limit the impact of the Event of Force
Majeure on such Party's performance of this Agreement.
11.13 Section Headings. The section headings contained in this
----------------
Agreement are for reference purposes only and shall not affect in
any way the meaning or interpretation of this Agreement.
11.14 Prior Agreement. The Prior Agreement is hereby terminated and
---------------
superseded by this Agreement. Except for liability for breach of the
Prior Agreement during its term, and notwithstanding Sections 9.3 and
11 of the Prior Agreement, the Parties shall have no rights,
obligations, or liability arising out of the Prior Agreement. As of
the Effective Date of this Agreement, Confidential Information
subject to Section 6 of the Prior Agreement shall be deemed
Confidential Information subject to Section 6 of this Agreement.
11.15 Entire Agreement. The terms and conditions herein contained
----------------
(including the exhibits attached hereto) constitute the entire
agreement between the Parties
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<PAGE>
and supersede all previous agreements and understandings, whether
oral or written, between the Parties hereto with respect to the
subject matter hereof.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be signed
by duly authorized officers or representatives as of the dates below written.
RAMBUS INC. INTEL CORPORATION
By: ____________________________ By: ______________________________
Name: __________________________ Name: ____________________________
Title: _________________________ Title: ___________________________
Date: __________________________ Date: ____________________________
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<PAGE>
EXHIBIT A
RAMBUS-1 INTERFACE TECHNOLOGY
-----------------------------
The Rambus-1 Interface Technology is a complete memory subsystem capable of
transferring data from 500 to 800 megabytes per second. The elements of the
Rambus-1 Interface Technology are shown within the dotted box in the following
diagram, and include the RMC, RAC, Channel, Sockets, Modules, the interface
portion of RDRAM, and associated clocking.
[DIAGRAM OF RAMBUS-1 INTERFACE APPEARS HERE]
-A-1-
<PAGE>
The logic device (processor, peripheral, ASIC, etc.) contains the storage and
processing functions needed by the application (Application Units). The
application can access further storage in external Rambus DRAM (RDRAM)
components using the 9-bit Rambus Channel.
The RDRAM is manufactured with standard sub-micron CMOS. The Rambus Interface is
either on the edge of the die or centered in the case of LOC. Good parasitics
are maintained by this pin placement and small number of I/O. Advanced CMOS
circuit design techniques are used in the implementation of the driver/receiver
and clock circuitry of the Rambus Interface.
RDRAMs can be packaged in either horizontal or vertical packages. Packaged
RDRAMs can be directly soldered to the system board or soldered to modules for
memory expansion via a socket. Other RDRAM expansion techniques are possible.
The Rambus Channel runs at a data transfer rate of from 500 to 800 megabytes per
second. These transfer rates are maintained through sockets and large memory
subsystems.
The Rambus ASIC Cell (RAC) is the Input/Output cell which resides on the edge of
the die of the logic device. The RAC provides the basic
multiplexing/demultiplexing functions for converting from the off-chip byte-
serial bus with a 500 to 800 MHz data rate (Channel) to a wider, and slower, on-
chip bus. The RAC manages the physical layer of the Rambus subsystem.
The RMC manages the logical layer of the Rambus subsystem. The RMC sits between
the RAC and the Application Unit and provides a simple intermediate protocol for
performing read and write transactions to RDRAMs. The RMC also supports
interleaved transactions, permitting a RAS access to be started in one RDRAM
while a CAS access is performed to another. The RMC serves as a reference design
and it may be used as-is, or it may be modified for a particular application.
A much more complete description of the Rambus-1 Interface Technology at its
current state of development is contained in the public documents: Concurrent
RDRAM data sheet, RAC Users Guide and Specification, Rambus Memory Controller
manual, and Rambus Product Guide. Rambus Inc. is in the final stages of
development of the Rambus-1 Interface Technology, so material changes in
function or specification are possible and Rambus Inc. makes no representation
or warranty otherwise. It is agreed that Rambus-1 Interface Technology includes
all Rambus interface technologies prior to Rambus-D Interface Technology.
-A-2-
<PAGE>
EXHIBIT B
RAMBUS-D INTERFACE TECHNOLOGY
------------------------------
The Rambus-D Interface Technology is a complete memory subsystem capable of
high speed memory transfer. The elements of the Rambus-D Interface Technology
are shown within the dotted box in the following diagram, and include the [***]
-B-1-
[*] Confidential treatment requested.
<PAGE>
[***].
[***] Confidential Treatment Requested.
-B-2-
<PAGE>
EXHIBIT C
TRADEMARKS
----------
Rambus, RDRAM, RModule, RSocket, and [R LOGO] are trademarks of Rambus Inc.
The required marking on each Licensed Rambus IC is: [R LOGO]
When using the Rambus Inc. trademarks in documentation and presentations, the
Rambus Licensee must follow the guidelines below:
1. The first occurrence of each of the trademarks in text needs to have the
superscript TM to notify the reader of the trademark. Subsequent occurrences in
the same document do not require the TM. This must be done for each trademark.
An example is:
The Rambus/(TM)/ DRAM is also referred to as an RDRAM
2. The Licensee must provide notice in each document of the Rambus trademarks
used and that they are trademarks of Rambus Inc. This notice would typically
accompany the Licensee's own trademark and copyright notices. If, for example,
the terms Rambus and RDRAM are used:
Rambus and RDRAM are trademarks of Rambus Inc.
3. When referring to Rambus as a company, use Rambus Inc. This usage does not
need a TM symbol, even if it is the only usage of the term Rambus.
4. Rambus should never be used as a noun, only as an adjective modifying a
noun. Examples of acceptable usage are:
the Rambus Channel
the Rambus Interface
the Rambus Standard
-C-1-
<PAGE>
EXHIBIT D
ENGINEERING MILESTONES AND APPROXIMATE TIMELINE
-----------------------------------------------
[***]
-D-1-
[*] Confidential treatment requested.
