SUPPLEMENT NO. 12 TO
SEMICONDUCTOR TECHNOLOGY LICENSE AGREEMENT
This Supplement No. 12 (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 Delaware corporation with principal offices at
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇.▇.▇. ("Rambus") and NEC
Corporation, a Japanese corporation with a principal place of business at 7-1,
Shiba 5-chome, ▇▇▇▇▇▇-▇▇, ▇▇▇▇▇ ▇▇▇-▇▇, ▇▇▇▇▇ ("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
provide for a license from NEC to Rambus to certain rights under NEC patents,
for the benefit of Rambus and its licensees and to enable NEC to enjoy a
reciprocal benefit under patents of certain Rambus licensees;
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
term shall have the meaning set forth below:
1.1. "Applicable NEC Patents" means all patents, patent applications,
and other patent rights (including utility models but excluding those
on semiconductor process technology) in all countries of the world to
the extent necessary to implement Rambus Technology, any other Rambus
technology which has been licensed to NEC by Rambus or NEC Improvements
and which, during the term of the License Agreement, are owned by NEC
or NEC Subsidiaries (or licensed to NEC or NEC Subsidiaries with
respect to which NEC has the right to grant sublicenses of the scope
granted herein without the payment of consideration to third parties).
2 NEC Licenses to Rambus.
2.1. NEC hereby grants Rambus a worldwide, royalty-free, fully paid,
nonexclusive, nontransferable (except as set forth herein) license
under Applicable NEC Patents to design, make, have made, use, import,
offer to sell, and sell or otherwise transfer any products which
incorporate all or part of Rambus Technology or any other Rambus
technology which has been licensed to NEC by Rambus, provided that
Rambus' rights with respect to the Applicable NEC Patents shall be
limited to implementation of the Rambus Technology or other Rambus
technology which has been licensed to NEC by
Rambus and no license with respect thereto is granted for use in any
other portion of any integrated circuit including, without limitation,
the core of a memory integrated circuit (i.e., that portion of a memory
integrated circuit other than the interface). Rambus shall have the
right to sublicense its rights under the Applicable NEC Patents to any
or all of the other licensees of any Rambus Technology or any other
Rambus technology to the same extent that NEC is licensed by such
licensee through Rambus under Section 2.1 of the License Agreement or
under other relevant license agreements between Rambus and NEC for such
other Rambus technology.
2.2 NEC makes no warranty or representation with respect to, or in
connection with the grant of licenses under such Applicable NEC Patents. No
license is granted, either expressly or impliedly, by NEC other than the license
expressly granted in Section 2.1 above.
2.3 The parties agree that, except as otherwise provided in the License
Agreement, neither party shall be required to provide the other party with any
technical information hereunder.
3 Term and Termination.
3.1. This Supplement shall be effective as of the date last written
below.
3.2. This Supplement shall survive any termination of the License
Agreement and remain in force after any such termination thereof.
4 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
▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇
General Manager
System ASIC Division
NEC Corporation
1753, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇-▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇
If sent to Rambus: President
Rambus Inc.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇.▇.▇.
-2-
5 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. NEC shall be responsible for any
required filings of this Supplement with Japanese government agencies.
6 License Agreement.
6.1. Other than expressly set forth herein, the terms and conditions of
the License Agreement, including, but not limited to, Sections 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.
6.2. 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:_____________________________ By:______________________________
Print Name:_____________________ Print Name:______________________
Title:__________________________ Title:___________________________
Date:___________________________ Date:____________________________
By:_____________________________
Print Name:_____________________
Title:__________________________
Date:___________________________
- 3 -