EXHIBIT 10.12
CONFIDENTIAL TREATMENT REQUESTED
10/98 AMENDMENT TO THE
BUSINESS COOPERATION AGREEMENT
BETWEEN
SILICON IMAGE, INC AND INTEL CORPORATION
This Amendment to the BCA ("10/98 BCA Amendment") is entered into as of October
30, 1998 ("Effective Date") by and between Silicon Image, Inc. a California
corporation, having an office at ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, U.S.A,
("SiI") and Intel Corporation, a Delaware corporation, having an office at ▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇.▇.▇. ("Intel").
RECITALS
WHEREAS, obtaining, support and participation from other key companies
in the development of the digital display interface specification(s) may require
that Intel and SiI enter into one or more separate digital display interface
specification development agreement(s) that may materially conflict with one or
more terms of the existing BCA and/or Exhibit A therein and may provide a
materially different working group structure;
WHEREAS, Intel and SiI each desire that their rights and obligations
under the BCA shall apply, to the extent possible, to their respective
activities in the DDI Working Group and the [***] Digital Display Interface
Specifications developed by the DDI Working Group;
WHEREAS, Intel and SiI desire to modify the specification license
agreements provided in Exhibits B, C, D, and E of the BCA and also desire
that all the rights and obligations contained in the BCA regarding executing
the amended [***] Exhibits D and/or E herein, as applicable, shall apply to
the digital display interface specifications produced by the DDI Working
Group;
NOW THEREFORE, in consideration of the mutual covenants and promises
contained herein, the parties agree as follows:
AGREEMENT
1. ADDITIONAL DEFINITIONS
1.1. "BCA" shall mean the existing BUSINESS COOPERATION AGREEMENT
BETWEEN SILICON IMAGE, INC. AND INTEL CORPORATION.
1.2. "DDI Working Group" shall mean a group including Intel,
Silicon Image, and one or more other entities that enter into
a DDI [***] WG Agreement and/or DDI [***]
1 of 1
[***] Confidential Treatment has been requested for certain portions of
this document. Such portions have been filed separately with the
Securities and Exchange Commission.
WG Agreement in order to cooperate in developing the [***]
Digital Display Interface Specifications.
1.3. "DDI [***] WG Agreement" shall mean an agreement, other
than the BCA or Exhibit A therein, executed by the DDI
Working Group that provides for joint development of the
[***] Digital Display Interface Specification by the DDI
Working Group and that provides a working group structure
that materially differs from that provided by the existing
BCA and Exhibit A therein and/or includes terms that
materially differ from and conflict with one or more terms
of the BCA and/or Exhibit A therein.
1.4. "DDI [***] WG Agreement" shall mean an agreement, other
than the BCA or Exhibit A therein, executed by the DDI
Working Group that provides for joint development of the
[***] Digital Display Interface Specification by the DDI
Working Group and that provides a working group structure
that materially differs from that provided by the existing
BCA and Exhibit A therein and/or includes terms that
materially differ from and conflict with one or more terms
of the BCA and/or Exhibit A therein.
2. CHANGES TO EXHIBITS B AND C OF THE BCA. Intel and SiI each agree that
the Exhibit B and C amended industry specification license agreements
provided in this 10/98 BCA Amendment replace the BCA Exhibit B and C
industry specification license agreements, respectively.
3. [***]
4. CHANGES TO BCA SECTION 5.3 IF A DDI WORKING GROUP RELEASES A DIGITAL
DISPLAY INTERFACE SPECIFICATION. If Intel and SiI enter into a DDI
[***] WG Agreement and the DDI Working Group publicly releases a [***]
Digital Display Interface Specification, Intel and SiI each agree
that Section 5.3 of the BCA shall be amended as set forth below.
[***]
5. CHANGES TO BCA SECTION 5.4 IF A DDI WORKING GROUP RELEASES A DIGITAL
DISPLAY INTERFACE SPECIFICATION. If Intel and SiI enter into a DDI
[***] WG Agreement and the DDI Working Group publicly releases a [***]
Digital Display Interface Specification, Intel and SiI each agree
that Section 5.4 of the BCA shall be amended as set forth below.
1 of 1
[***] Confidential Treatment has been requested for certain portions of
this document. Such portions have been filed separately with the
Securities and Exchange Commission.
[***]
6. EFFECT OF INTEL/SII SPECIFICATION APPROVAL AS PART OF WG. In the
event that Intel and SiI enter into a DDI [***] WG Agreement and/or
DDI [***] WG Agreement and the agreement provides for individual
working group members to approve or disapprove the working group
digital display interface specifications, Intel and SiI each agree
that their respective approval of any such draft or final
specifications, whether under the BCA and/or under the DDI WG
Agreement, shall deem that specification an Approved Specification
for the purposes of the BCA and Section 4.2.2 therein.
7. APPLICABILITY OF BCA TO INTEL'S AND SII'S DDI WORKING GROUP
ACTIVITIES. If Intel and SiI enter into a DDI [***] WG Agreement
and/or a DDI [***] WG Agreement, Intel and SiI each agree that to
the extent that the BCA is not in direct conflict with the DDI [***]
WG Agreement and/or DDI [***] WG Agreement, the BCA shall apply to
their respective activities in the DDI Working Group and the [***]
Digital Display Interface Specifications developed by the DDI
Working Group.
8. POSSIBLE FUTURE AMENDMENTS TO THE BCA. If Intel and SiI enter into a
DDI [***] WG Agreement and/or a DDI [***] WG Agreement, Intel and
SiI each agree to negotiate in good faith to amend the BCA solely to
address any material conflicts between the DDI [***] WG Agreement
and the BCA and/or the DDI [***] WG Agreement and the BCA,
respectively. Intel and SiI each agree that any such amendment(s)
shall preserve to the extent possible their rights and obligations
under the BCA as applied to their respective activities in the DDI
Working Group and the [***] Digital Display Interface Specifications
developed by the DDI Working Group.
1 of 1
[***] Confidential Treatment has been requested for certain portions of
this document. Such portions have been filed separately with the
Securities and Exchange Commission.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by duly authorized officers or representatives on the date below
written.
INTEL CORPORATION Silicon Image, Inc.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇
------------------------ ----------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇
---------------------------- --------------------
Printed Name Printed Name
V.P., GENERAL MANAGER CEO
---------------------------- --------------------
Title Title
12-7-98
---------------------------- --------------------
Date Date
[SIGNATURE PAGE TO 10/98 AMENDMENT TO THE BUSINESS COOPERATION
AGREEMENT BETWEEN SILICON IMAGE, INC. AND INTEL CORPORATION]
1 of 1
Exhibit A
THIS 10/98 BCA AMENDMENT MAKES NO CHANGES TO EXHIBIT A OF THE BCA.
1 of 3
Amended Exhibit B of the BCA
AMENDED
DIGITAL DISPLAY INTERFACE SPECIFICATION, [***] AGREEMENT
for the Industry
1 of 3
[***] Confidential Treatment has been requested for certain portions of
this document. Such portions have been filed separately with the
Securities and Exchange Commission.
LICENSE AGREEMENT BETWEEN INTEL AND SILICON IMAGE FOR THE
DIGITAL DISPLAY INTERFACE SPECIFICATION, [***]
This is a royalty-free, reciprocal patent license provided by Intel and Silicon
Image for Adopters of the Digital Display Interface Specification, [***]
who wish to make use of the Digital Display Interfaces ("DDI") described in the
Digital Display Interface Specifications, in their DDI-compliant products. When
▇▇▇▇▇▇▇'s authorized representative during the Adoption Period signs this
Agreement and delivers it to Intel at the address below, this Agreement will be
legally binding and will extend to all Fellow Adopters.
--------------------------------------------------------------------------------
1. DEFINITIONS: As used in this Agreement,
- "Adoption Period" means any time prior to the later of (1) the date six
(6) months after [INSERT the public release date of the Digital Display
Interface Specification] or (2) the date six (6) months after Adopter
first sells a product that includes a Compliant Portion.
- "Adopter" is the party identified at the end of this Agreement.
- "Fellow Adopters" are Intel Corporation ("Intel"), Silicon Image, Inc.
("SiI"), and any other entity which during the Adoption Period executes
and delivers or has executed and delivered to Intel Corporation a
substantially identical counterpart of this Agreement, including any of
the party's Affiliates.
- "Affiliate" means any entity which directly or indirectly controls, is
controlled by, or is under common control with the subject party, so
long as such control exists.
- The "Digital Display Interface Specification" is the document entitled
DIGITAL INTERFACE SPECIFICATION, [***], published by Intel.
- The " Digital Display Interfaces" are the electrical interfaces,
mechanical interfaces, signals, signaling and coding protocols, and bus
protocols disclosed in, and required by, the Digital Display Interface
Specification, including described options in that specification.
- "Interface Claims" means claims of a patent or patent application,
which are owned or controlled by a party, that must be infringed in
order to comply with the Digital Display Interfaces. "Interface Claims"
does not include claims relating to manufacturing technology, claims
not required to be infringed in complying with the Digital Display
Interfaces (even if in the same patent as Interface Claims), or claims
which, if licensed, would require a payment of royalties to
unaffiliated third parties.
- "Compliant Portion" means portions of products (hardware, software or
combinations thereof) that implement and are compliant with the Digital
Display Interfaces.
2. RECIPROCAL LICENSE
- Each Fellow Adopter grants to each other Fellow Adopter a nonexclusive,
royalty-free, irrevocable, nontransferable, non-sublicenseable,
worldwide license under its Interface Claims to make, have made, use,
import, offer to sell and sell products which implement and comply with
the Digital Display Interfaces; provided that such license under
Interface Claims shall not extend to features of a product which are
not required to implement and comply with the Digital Display
Interfaces.
- Adopter hereby accepts the licenses granted by the Fellow Adopters.
3. GENERAL LEGAL POINTS
- NOT PARTNERS. The Parties are independent companies and are not
partners or joint venturers with each other. Intel is not acting on
behalf of any other entity including, but not limited to, other
adopters or promoters of the Digital Display Interface Specification.
2 of 3
[***] Confidential Treatment has been requested for certain portions of
this document. Such portions have been filed separately with the
Securities and Exchange Commission.
- NO WARRANTY. The Digital Display Interface Specification is provided
"AS IS" WITH NO WARRANTIES WHATSOEVER, WHETHER EXPRESS, IMPLIED OR
STATUTORY, INCLUDING, BUT NOT LIMITED TO ANY WARRANTY OF
MERCHANTABILITY, NONINFRINGEMENT OF THIRD-PARTY INTELLECTUAL PROPERTY,
FITNESS FOR ANY PARTICULAR PURPOSE, OR ANY WARRANTY OTHERWISE ARISING
OUT OF ANY PROPOSAL, SPECIFICATION, OR SAMPLE.
- DAMAGES. Neither Party will be liable to the other for any loss of
profits, loss of use, incidental, consequential, indirect, or special
damages arising out of this Agreement, whether or not such party had
advance notice of the possibility of such damages.
- GOVERNING LAW. This Agreement shall be construed and controlled by the
laws of Delaware. Any litigation arising out of this Agreement shall
take place in Delaware, and the Parties irrevocably consent to
jurisdiction of the state and Federal courts there.
- COMPLETE AGREEMENT, NO OTHER LICENSES. This Agreement sets forth the
Parties' entire agreement regarding its subject matter. Except for the
rights expressly provided by this Agreement, neither Party grants or
receives, by implication, or estoppel, or otherwise, any rights under
any patents or other intellectual property rights. No modifications or
additions to or deletions from this Agreement shall be binding unless
accepted in writing by an authorized representative of both Parties.
Silicon Image, Inc.
By:
----------------------------------
Vice-President
Date:
----------------------------------
INTEL CORPORATION ADOPTER
By:
---------------------------------- -----------------------------
Vice-President (Company Name)
Date: By:
---------------------------------- ------------------------
Address: Name:
Intel Corporation -----------------------
Digital Display Interface Office Title:
M/S: -----------------------
2200 Mission College Blvd. Date:
Santa Clara, CA 95052-8119 -----------------------
3 of 3
Amended Exhibit C of the BCA
Amended
DIGITAL DISPLAY INTERFACE SPECIFICATION, [***] AGREEMENT
for the Industry
1 of 3
[***] Confidential Treatment has been requested for certain portions of
this document. Such portions have been filed separately with the
Securities and Exchange Commission.
LICENSE AGREEMENT BETWEEN INTEL AND SILICON IMAGE FOR THE
DIGITAL DISPLAY INTERFACE SPECIFICATION, [***]
This is a royalty-free, reciprocal patent license provided by Intel and Silicon
Image for Adopters of the Digital Display Interface Specification, [***]
who wish to make use of the Digital Display Interfaces ("DDI") described in the
Digital Display Interface Specifications, in their DDI-compliant products. When
▇▇▇▇▇▇▇'s authorized representative during the Adoption Period signs this
Agreement and delivers it to Intel at the address below, this Agreement will be
legally binding and will extend to all Fellow Adopters.
-------------------------------------------------------------------------------
1. DEFINITIONS: As used in this Agreement,
- "Adoption Period" means any time prior to the later of (1) the date six
(6) months after [INSERT the public release date of the Digital Display
Interface Specification] or (2) the date six (6) months after Adopter
first sells a product that includes a Compliant Portion.
- "Adopter" is the party identified at the end of this Agreement.
- "Fellow Adopters" are Intel Corporation ("Intel"), Silicon Image, Inc.
("SiI"), and any other entity which during the Adoption Period executes
and delivers or has executed and delivered to Intel Corporation a
substantially identical counterpart of this Agreement, including any of
the party's Affiliates.
- "Affiliate" means any entity which directly or indirectly controls, is
controlled by, or is under common control with the subject party, so
long as such control exists.
- The "Digital Display Interface Specification" is the document entitled
DIGITAL INTERFACE SPECIFICATION, [***], published by Intel.
- The " Digital Display Interfaces" are the electrical interfaces,
mechanical interfaces, signals, signaling and coding protocols, and bus
protocols disclosed in, and required by, the Digital Display Interface
Specification, including described options in that specification.
- "Interface Claims" means claims of a patent or patent application,
which are owned or controlled by a party, that must be infringed in
order to comply with the Digital Display Interfaces. "Interface Claims"
does not include claims relating to manufacturing technology, claims
not required to be infringed in complying with the Digital Display
Interfaces (even if in the same patent as Interface Claims), or claims
which, if licensed, would require a payment of royalties to
unaffiliated third parties.
- "Compliant Portion" means portions of products (hardware, software or
combinations thereof) that implement and are compliant with the Digital
Display Interfaces.
2. RECIPROCAL LICENSE
- Each Fellow Adopter grants to each other Fellow Adopter a nonexclusive,
royalty-free, irrevocable, nontransferable, non-sublicenseable,
worldwide license under its Interface Claims to make, have made, use,
import, offer to sell and sell products which implement and comply with
the Digital Display Interfaces; provided that such license under
Interface Claims shall not extend to features of a product which are
not required to implement and comply with the Digital Display
Interfaces.
- Adopter hereby accepts the licenses granted by the Fellow Adopters.
3. GENERAL LEGAL POINTS
- NOT PARTNERS. The Parties are independent companies and are not
partners or joint venturers with each other. Intel is not acting on
behalf of any other entity including, but not limited to, other
adopters or promoters of the Digital Display Interface Specification.
2 of 3
[***] Confidential Treatment has been requested for certain portions of
this document. Such portions have been filed separately with the
Securities and Exchange Commission.
- NO WARRANTY. The Digital Display Interface Specification is provided
"AS IS" WITH NO WARRANTIES WHATSOEVER, WHETHER EXPRESS, IMPLIED OR
STATUTORY, INCLUDING, BUT NOT LIMITED TO ANY WARRANTY OF
MERCHANTABILITY, NONINFRINGEMENT OF THIRD-PARTY INTELLECTUAL PROPERTY,
FITNESS FOR ANY PARTICULAR PURPOSE, OR ANY WARRANTY OTHERWISE ARISING
OUT OF ANY PROPOSAL, SPECIFICATION, OR SAMPLE.
- DAMAGES. Neither Party will be liable to the other for any loss of
profits, loss of use, incidental, consequential, indirect, or special
damages arising out of this Agreement, whether or not such party had
advance notice of the possibility of such damages.
- GOVERNING LAW. This Agreement shall be construed and controlled by the
laws of Delaware. Any litigation arising out of this Agreement shall
take place in Delaware, and the Parties irrevocably consent to
jurisdiction of the state and Federal courts there.
- COMPLETE AGREEMENT, NO OTHER LICENSES. This Agreement sets forth the
Parties' entire agreement regarding its subject matter. Except for the
rights expressly provided by this Agreement, neither Party grants or
receives, by implication, or estoppel, or otherwise, any rights under
any patents or other intellectual property rights. No modifications or
additions to or deletions from this Agreement shall be binding unless
accepted in writing by an authorized representative of both Parties.
Silicon Image, Inc.
By:
----------------------------------
Vice-President
Date:
----------------------------------
INTEL CORPORATION ADOPTER
By:
---------------------------------- -----------------------------
Vice-President (Company Name)
Date: By:
---------------------------------- ------------------------
Address: Name:
Intel Corporation -----------------------
Digital Display Interface Office Title:
M/S: -----------------------
2200 Mission College Blvd. Date:
Santa Clara, CA 95052-8119 -----------------------
3 of 3
[***]
Amended Exhibit D of the BCA
[***]
1 of 3
[***] Confidential Treatment has been requested for certain portions of
this document. Such portions have been filed separately with the
Securities and Exchange Commission.
[***]
Amended Exhibit E of the BCA
[***]
1 of 3
[***] Confidential Treatment has been requested for certain portions of
this document. Such portions have been filed separately with the
Securities and Exchange Commission.
CONFIDENTIAL TREATMENT REQUESTED
INTEL AND SILICON IMAGE CONFIDENTIAL
BUSINESS COOPERATION AGREEMENT
BETWEEN
SILICON IMAGE, INC. AND INTEL CORPORATION
This Agreement ("Agreement") is entered into as of September 16, 1998
("Effective Date") by and between Silicon Image, Inc. a California
corporation, having an office at ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, U.S.A,
("SiI") and Intel Corporation, a Delaware corporation, having an office at
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, U.S.A. ("Intel").
RECITALS
WHEREAS, Intel and SiI desire to share certain design, technical
information, and know-how to further the development and industry adoption of
a complete digital display interface method between the PC system and digital
desktop displays;
WHEREAS, Intel and SiI desire to document the digital display
interfaces in specifications and publish the specifications to the PC
industry along with associated reciprocal patent licenses;
WHEREAS, Intel and SiI desire to promote the specifications and an
associated technology roadmap to encourage industry adoption of the digital
display interface specifications;
NOW THEREFORE, in consideration of the mutual covenants and promises
contained herein, the parties agree as follows:
AGREEMENT
1. DEFINITIONS
1.1. "Advanced Transmitter" shall mean the layout of the most recent
version of SiI's proprietary transmitter circuit and 1/O
circuit (which SiI makes generally available to SiI's
customers) which encodes, formats and transfers Video Data from
graphics controller circuitry to a Receiver in accordance with
the [***], such that the Advanced Transmitter can transmit to
and be understood by the then most recent version (at the time
Intel requests the Advanced Transmitter under the agreement of
Section 9.2) of the Receiver generally released by SiI. The
Advanced Transmitter shall not include any technology or
products that implement functionality not included within the
[***].
1.2. "Current Transmitter" shall mean the layout of the most recent
version of SiI's proprietary transmitter circuit and 1/O circuit
(which SiI makes generally available to SiI's customers) which
encodes, formats and transfers Video Data from graphics controller
circuitry to a Receiver in accordance with the TMDS protocol
specification as expressed or incorporated in the VESA Plug n
Display, Digital Flat Panel (DFP) group specifications or the
[***] Digital Display Interface Specification, such that the
1
[***] Confidential Treatment has been requested for certain portions of
this document. Such portions have been filed separately with the
Securities and Exchange Commission.
Current Transmitter can transmit to and be understood by the then
most recent (at the time Intel requests the Current Transmitter
under the agreement of Section 9.1) version of the Receiver
generally released by SiI. The Current Transmitter supports, at a
minimum, XGA resolution. The Current Transmitter shall not include
any technology or products that implement functionality not
included within the specification corresponding to the Current
Transmitter.
1.3. "Digital Display Interface Roadmap" shall mean a chart that sets
forth the key technology features for the [***] Digital Display
Interface Specifications.
1.4. "DDI Technical Information" shall mean design, technical
information, and know-how about the current TMDS interface that
is relevant to the [***] Digital Display Interface
Specifications and design, technical information, and know-how
about future enhancements to the TMDS interface relevant to the
[***] Digital Display Interface Specification, where such
design, technical information and know-how include, but are not
limited to, the bus protocols, coding and signaling protocols,
signal set, electricals (e.g., V-I curves, timings), mechanical
interfaces (e.g., cables, connectors), and the
architecture/environment in which interface compatible devices
operate.
1.5. "IDF" shall mean an Intel Developers Forum event.
1.6. "Receiver" shall mean integrated circuitry that is dedicated to
providing support logic for a display device and that receives
serial-form encoded digital graphic information from a Current
Transmitter or Advanced Transmitter and decodes and de-serializes
the digital graphic information for display on the display device.
1.7. "[***] Draft Digital Display Interface Specification" shall
mean a draft specification that documents the current TMDS
interface, including, but not limited to, the bus protocols,
coding and signaling protocols, signal set, electricals (e.g., V-1
curves, timings), mechanical interfaces (e.g., cables,
connectors), and the architecture/environment in which interface
compatible devices operate.
1.8. "[***] Digital Display Interface Specification" shall mean a
final-version specification that documents the current TMDS
interface, including, but not limited to, the bus protocols,
coding and signaling protocols, signal set, electricals (e.g., V-I
curves, timings), mechanical interfaces (e.g., cables,
connectors), and the architecture/environment in which interface
compatible devices operate.
1.9. [***]
2
[***] Confidential Treatment has been requested for certain portions of
this document. Such portions have been filed separately with the
Securities and Exchange Commission.
2. DIGITAL MONITOR INTERFACE SPECIFICATION DEVELOPMENT
2.1. Intel and SiI each agree to use reasonable and diligent efforts to
collaborate in the development of the [***] Digital Display
Interface Specifications [***]. Intel intends to [***]. However,
[***].
----------------------------------------------------------------
[***]
----------------------------------------------------------------
2.2. Intel and SiI each agree to use reasonable and diligent efforts to
identify enhancements to the current TMDS interface [***].
2.3. Between the Effective Date and the public release of the [***]
Digital Display Interface Specification, Intel and SiI each agree
to provide appropriate technical resources to develop, draft, and
review the [***].
2.4. [***], Intel and SiI each agree to provide appropriate
technical resources to develop, draft, and review the [***].
2.5. Intel and SiI each agree to use reasonable and good faith
efforts to agree on [***] development of the [***] Digital
Display Interface Specifications. [***]. In the event that
Intel and SiI cannot agree on [***], Intel and SiI each agree
that either party may exercise the termination provision of
Subsection 10.3.
2.6. TECHNICAL INFORMATION
2.6.1. Intel and SiI each agree to collaborate in good
faith on the identification and sharing of the DDI
Technical Information as needed for the development
of the [***] Digital Display Interface
Specifications.
3
[***] Confidential Treatment has been requested for certain portions of
this document. Such portions have been filed separately with the
Securities and Exchange Commission.
2.6.2. Intel and SiI each agree that the technical
information to be exchanged in accordance with
Sections 2.6.1 and 3.1 shall be provided under:
2.6.2.1. the current Corporate Non Disclosure
Agreement (CNDA), Number 94185 dated
September 24, 1997 (included in
Exhibit F), or
2.6.2.2. separate agreements mutually agreed
upon by the parties.
2.6.3. Intel and SiI each acknowledge that certain
technical information may have been obtained from
third parties with confidentiality obligations
thereby restricting disclosure without approval of
the appropriate third party. Intel and SiI each
agree to make a reasonable effort to obtain third
party approval for disclosure of such relevant DDI
Technical Information to the other party.
3. TECHNOLOGY ROADMAP DEVELOPMENT
3.1. Intel and SiI each agree to use reasonable and diligent efforts to
collaborate in the development of the Digital Display Interface
Roadmap.
3.2. Intel and SiI each agree to use reasonable and good faith
efforts to agree on [***] development of the Digital Display
Interface Roadmap. [***]. In the event that Intel and SiI
cannot agree on [***], Intel and SiI each agree that either
party may exercise the termination provision of Subsection 10.3.
4. CONTENT AND PUBLICATION OF THE ROADMAP AND SPECIFICATIONS
4.1. Providing that SiI substantially contributes to the development
of the respective [***] Digital Display Interface
Specifications, as provided in Section 2, Intel agrees to
include a statement in the respective [***] Digital Display
Interface Specifications recognizing SiI's technical
contribution to the respective specifications.
4.2. SPECIFICATION CONTENT AND APPROVAL.
4.2.1. Intel and SiI each agree to use reasonable and good
faith efforts to agree on the content of the Digital
Display Interface Roadmap and [***] Digital Display
Interface Specifications before their public release by
Intel. In the event that Intel and SiI cannot agree on
the content of the Digital Display Interface Roadmap, or
the [***] Digital Display Interface Specifications before
their public release, Intel and SiI each
4
[***] Confidential Treatment has been requested for certain portions of
this document. Such portions have been filed separately with the
Securities and Exchange Commission.
agree that either party may exercise the termination
provision of Subsection 10.3.
4.2.2. In preparing the [***] Digital Display Interface
Specifications for publication, Intel will provide SiI
(along with other specification developers) various
draft specifications for review and comment and approval
by Intel and SiI. Such draft specifications will be
marked with the header "DRAFT SPECIFICATION FOR REVIEW
AND COMMENT." Intel and SiI each agree that if within
fourteen (14) days after receiving a draft specification
they do not provide to the other party any written
objection to the content of the draft specification, the
draft specification shall be deemed an "Approved
Specification." If within the fourteen (14) days, any
written objections are provided to the other party, only
the content of the draft specification not specifically
objected to by either party shall be deemed "Approved
Content."
4.3. Intel and SiI agree that Intel will be responsible to publish
[***] Digital Display Interface Specifications to the industry.
4.4. After Intel has posted one of the [***] Digital Display
Interface Specifications on an Intel supported web site, SiI
shall have the right to provide a web link to the posted
specification(s), or reproduce and distribute exact electronic
copies of the posted specification(s), or reproduce and
distribute exact paper copies of the printed file(s) thereof.
4.5. SiI agrees not to assert any copyright claim with respect to
content of the Digital Display Interface Roadmap or the [***]
Digital Display Interface Specifications regarding SiI
contributions included in an Approved Specification or that are
Approved Content (see Subsection 4.2.2).
5. SEPARATE INTELLECTUAL PROPERTY AGREEMENTS
5.1. [***] SPECIFICATION LICENSE AGREEMENT FOR THE INDUSTRY. The
DIGITAL DISPLAY INTERFACE SPECIFICATION, [***] AGREEMENT in
Exhibit B is entirely separate from this Agreement. Intel and
SiI each agree to jointly make the agreement of Exhibit B, or a
substantially similar agreement, available, on a
non-discriminatory basis, to the industry coincident with the
public release of the Approved Specification, [***] Digital
Display Interface Specification. Intel and SiI each agree to
execute the Exhibit B agreements that are signed and returned
to Intel or SiI by third parties with regard to Approved
Specifications. Intel shall retain the executed original
agreements and promptly provide copies to SiI.
[***]
5
[***] Confidential Treatment has been requested for certain portions of
this document. Such portions have been filed separately with the
Securities and Exchange Commission.
6. PRODUCT ROADMAPS
6.1. Intel and SiI each agree to use reasonable and good faith efforts
to develop their respective product development plans in support
of the Approved Specifications in the Digital Display Interface
Roadmap, including the Approved Specification, [***] Digital
Display Interface Specification.
6.2. Intel and SiI each understand that rate of adoption of the
Digital Display Interface Roadmap, the [***] Digital Display
Interface Specifications, and their associated respective
product development is dependent to a large degree on the
relative prices and availability of flat panel displays, as
well as other market conditions, over which neither company has
any material control.
7. PROMOTION OF THE ROADMAP AND DIGITAL MONITOR INTERFACE SPECIFICATIONS
7.1. Intel and SiI each agree that any of their respective public
statements regarding support of digital display interfaces will
indicate complete support of the Digital Display Interface Roadmap
and the associated [***] Digital Display Interface Specifications.
7.2. Intel and SiI each agree that the other party may publicize their
respective contributions (including providing intellectual
property) to the development of the Digital Display Interface
Roadmap and the [***] Digital Display Interface Specifications.
7.3. Intel and SiI each agree to use reasonable and good faith efforts
to coordinate their respective public messages regarding the
Digital Display Interface Roadmap, the associated [***] Digital
Display Interface Specifications, and their products that are
compatible with the [***] Digital Display Interface
Specifications.
7.4. Intel agrees to disclose at an Intel sponsored or co-sponsored
event, the Digital Display Interface Roadmap and SiI's role as a
technical contributor. Intel intends to publicly
6
[***] Confidential Treatment has been requested for certain portions of
this document. Such portions have been filed separately with the
Securities and Exchange Commission.
disclose the Digital Display Interface Roadmap [***].
7.5. Intel and SiI each agree to support and promote a mutually
approved Digital Display Interface Roadmap in their respective
customer and industry digital desktop display interface initiative
efforts.
7.6. Upon public disclosure of the Approved Specification, [***]
Digital Display Interface Specification, Intel and SiI agree to
use reasonable and good faith efforts to support and promote
industry migration to the Approved Specification, [***] Digital
Display Interface Specification.
8. PROGRAM MANAGEMENT
8.1. Intel and SiI each agree to designate respective project managers
to coordinate their respective development efforts, and to hold
regular management review meetings to review the program's status,
progress and issues, as well as the exchange of DDI Technical
Information. Intel and SiI shall also attempt to identify and
agree on those additional elements to be included in the
development efforts under this Agreement.
8.2. Within ten (10) days after the Effective Date, and thereafter no
less than once a quarter during the term of the agreement, each
party will deliver copies of any items identified as being part of
the DDI Technical Information which have not already been
delivered to the other party.
8.3. It is understood by both parties that some elements of the
collaborative efforts may have been overlooked or that the
identified elements will evolve, be modified and/or enhanced
during the course of the parties' relationship. Both parties
agree to work together to ensure any omissions, modifications
and/or enhancements are quickly identified and raised for
reasonable resolution, with the intention of cooperating to ensure
timely completion of both parties' development efforts. In
addition, updates by either party to their respective development
efforts that could affect the other party's efforts will be
reasonably made available in a timely manner so as to help
facilitate the activities contemplated hereunder.
9. [***]
7
[***] Confidential Treatment has been requested for certain portions of
this document. Such portions have been filed separately with the
Securities and Exchange Commission.
10. EFFECTIVE DATE, TERM AND TERMINATION
10.1. TERM. This Agreement will become effective upon the Effective
Date, and shall continue in effect for a term of four (4) years,
unless otherwise terminated under the terms of this Agreement.
10.2. TERMINATION FOR CONVENIENCE. One (1) year after the public
release of the [***] Digital Display Interface Specification,
thereafter either party shall have the right to terminate this
Agreement for any reason or for no reason upon six (6) months
prior written notice to the other party.
10.2.1. In the event of termination under Subsection 10.2,
the terminating party agrees not to publish a
competing display interface specification or
publicly promote a competing display interface
initiative for a period of one (1) year after
termination; provided that the terminating and
non-terminating party are free to design and market
products that support another display interface.
10.2.2. Upon termination under Subsection 10.2, the
terminating party agrees not to assert any copyright
in the [***] Digital Display Interface
Specification with respect to material in any
Approved Specification or that is Approved Content
(as set forth in 4.2.2).
10.2.3. Upon termination under Subsection 10.2, the
terminating party agrees to execute the
respective Exhibit B and C specification license
agreements that are signed and returned to Intel
or SiI by third parties; provided that at the
time of termination, the respective [***] Digital
Display Interface Specification has been publicly
released and are respectively Approved
Specifications under Subsection 4.2.2. The
terminating party agrees to thereafter timely
provide the signed agreements to the
non-terminating party.
10.2.4. The terms defined in quotes (e.g., "ABC" means) in
this Subsection 10.2.4 apply only to this
Subsection 10.2.4 and not the rest of this
Agreement. Effective upon termination under
Subsection 10.2, the terminating party grants to the
non-terminating party a non-exclusive, royalty-free,
nontransferable, world-wide license, with rights to
sublicense under LICENSED CLAIMS, to make, have
made, use, sell, offer to sell, and import products
which implement and comply with the [***] Digital
Display Interface Specification, including described
options in that specification; provided that such
license under Interface Claims shall not extend to
features of a product which are not required to
implement and comply with the Digital Display
Interfaces; and provided that such license under
[***] shall not extend to features of a product
which are not used to implement and comply with the
Digital Display Interfaces. "LICENSED CLAIMS" means
Interface Claims,
8
[***] Confidential Treatment has been requested for certain portions of
this document. Such portions have been filed separately with the
Securities and Exchange Commission.
[***]. "INTERFACE CLAIMS" means claims of a
patent or patent application, which are owned or
controlled by a party, that must be infringed in
order to comply with the Digital Display
Interfaces. "Interface Claims" does not include
claims relating to manufacturing technology,
claims not required to be infringed in complying
with the Digital Display Interfaces (even if in
the same patent as Interface Claims), or claims
which, if licensed, would require a payment of
royalties to unaffiliated third parties. The
"DIGITAL DISPLAY INTERFACES" are the electrical
interfaces, mechanical interfaces, signals,
signaling and coding protocols, and bus protocols
disclosed in, and required by, the most recent
(at the time of termination under Subsection
10.2) Approved Specification (as provided in
Subsection 4.2.2) (hereinafter "Convenience
Specification"), including described options in
the Convenience Specification. [***] means
claims of a patent or patent application, which
are owned or controlled by a party, to the extent
that such claims read on [***] does not include
claims relating to manufacturing technology, or
claims which, if licensed, would require a
payment of royalties to unaffiliated third
parties. [***] means claims of a patent or
patent application, which are owned or controlled
by a party, to the extent that such claims read
on [***] does not include claims relating to
manufacturing technology, or claims which, if
licensed, would require a payment of royalties to
unaffiliated third parties. [***].
10.3. TERMINATION FOR DISAGREEMENT. [***], Intel and SiI shall
have the right to terminate this Agreement upon thirty (30) days
prior written notice to the other party.
10.3.1. Upon termination under Subsection 10.3, both
Intel and SiI shall have the right under each
party's copyrights to publish derivative
specifications based on the most recent (at the
time of termination under Subsection 10.3)
Approved Specification (as provided in Subsection
4.2.2) (hereinafter "Disagreement
Specification"). Intel and SiI each agree not to
assert any copyright claim in the Disagreement
Specification or derivative specifications
thereof.
10.3.2. Upon termination under Subsection 10.3, Intel and
SiI each agree to execute the Exhibit B and C
agreements that are signed and returned to Intel or
SiI by third
9
[***] Confidential Treatment has been requested for certain portions of
this document. Such portions have been filed separately with the
Securities and Exchange Commission.
parties provided that at the time of termination,
the respective [***] Digital Display Interface
Specification has been publicly released and are
respectively Approved Specifications under
Subsection 4.2.2. Intel and SiI each agree to
provide the other with copies of the fully
executed Exhibit B and C agreements.
10.3.3. The terms defined in quotes (e.g., "ABC" means)
in this Subsection 10.3.3 apply only to this
Subsection 10.3.3 and not the rest of this
Agreement. Effective upon termination under
Subsection 10.3, Intel and SiI each grant to the
other party a non-exclusive, royalty-free,
non-transferable, worldwide license, with rights
to sublicense under LICENSED CLAIMS, to make,
have made, use, sell, offer to sell, and import
products which implement and comply with each
party's next publicly released digital display
interface specification which is each party's
equivalent to the [***] Digital Interface
Specification, including described options in
their respective specification; provided that
such license under Interface Claims shall not
extend to features of a product which are not
required to implement and comply with the Digital
Display Interfaces; and provided that such
license under [***] shall not extend to features
of a product which are not used to implement and
comply with the Digital Display Interfaces.
"Licensed Claims" means Interface Claims, [***].
"INTERFACE CLAIMS" means claims of a patent or
patent application, which are owned or controlled
by a party, that must be infringed in order to
comply with the Digital Display Interfaces.
"Interface Claims" does not include claims
relating to manufacturing technology, claims not
required to be infringed in complying with the
Digital Display Interfaces (even if in the same
patent as Interface Claims), or claims which, if
licensed, would require a payment of royalties to
unaffiliated third parties. The "DIGITAL DISPLAY
INTERFACES" are the electrical interfaces,
mechanical interfaces, signals, signaling and
coding protocols, and bus protocols disclosed in,
and required by, the Disagreement Specification,
including described options in that
specification. [***] means claims of a patent or
patent application, which are owned or controlled
by a party, to the extent that such claims read
on [***] does not include claims relating to
manufacturing technology, or claims which, if
licensed, would require a payment of royalties to
unaffiliated third parties. [***] means claims of
a patent or patent application, which are owned
or controlled by a party, to the extent that such
claims read on [***] does not include claims
relating to manufacturing technology, or claims
which, if licensed, would require a payment of
royalties to unaffiliated third parties. [***]
10
[***] Confidential Treatment has been requested for certain portions of
this document. Such portions have been filed separately with the
Securities and Exchange Commission.
[***].
10.4. TERMINATION FOR BREACH. This Agreement may be terminated by either
party upon written notice to the other, if the other party
breaches any material term or condition of this Agreement and
fails to remedy the breach within sixty (60) days after being
given written notice thereof; provided however, that if such
breach cannot be cured within such sixty (60) day period, but
(x) the breach is capable of cure, (y) the breaching party
commences to effect a cure within such sixty (60) day period and
(z) the breaching party diligently pursues such cure, the
breaching party will have so much time as is reasonably necessary
to cure such default.
10.4.1. In the event of termination under Subsection 10.4,
the breaching party agrees not to publish a
competing display interface specification or
publicly promote a competing display interface
initiative for a period of one (1) year after
termination; provided that the breaching and
nonbreaching party are free to design and market
products that support another display interface.
10.4.2. Upon termination under Subsection 10.4, the
breaching party agrees not to assert any copyright
in the [***] Digital Display Interface
Specification with respect to material in any
Approved Specification or that is Approved Content
(as set forth in Subsection 4.2.2).
10.4.3. Upon termination under Subsection 10.4, the
breaching party agrees to execute the respective
Exhibit B and C specification license agreements
that are signed and returned to Intel or SiI by
third parties; provided that at the time of
termination, the respective [***] Digital Display
Interface Specification has been publicly
released and are respectively Approved
Specifications under Subsection 4.2.2. The
breaching party agrees to thereafter timely
provide the signed agreements to the
non-terminating party.
10.4.4. The terms defined in quotes (e.g., "ABC" means)
in this Subsection 10.4.4 apply only to this
Subsection 10.4.4 and not the rest of this
Agreement. Effective upon termination under
Subsection 10.4, the breaching party grants to
the non-breaching party a non-exclusive,
royalty-free, nontransferable, world-wide
license, with rights to sublicense under LICENSED
CLAIMS, to make, have made, use, sell, offer to
sell, and import products to the extent such
products incorporate circuitry which is used to
implement and comply with the [***] Digital
Display Interface Specification, including
described options in that specification.
"LICENSED CLAIMS" means Interface Claims, [***].
"INTERFACE CLAIMS" means claims of a patent or
patent application, which are owned or controlled
by a party, that must be infringed in order to
comply with the Digital Display Interfaces.
"Interface Claims" does not include claims
relating to manufacturing technology, claims not
required to be infringed in complying with the
Digital Display Interfaces (even if in the same
patent as Interface Claims), or claims which, if
licensed, would require a payment of royalties to
unaffiliated third parties. The "DIGITAL DISPLAY
INTERFACES" are the electrical interfaces,
mechanical interfaces, signals, signaling and
coding protocols, and bus protocols
11
[***] Confidential Treatment has been requested for certain portions of
this document. Such portions have been filed separately with the
Securities and Exchange Commission.
disclosed in, and required by, the most recent
(at the time of termination under Subsection
10.2) Approved Specification (as provided in
Subsection 4.2.2) (hereinafter "Convenience
Specification"), including described options in
the Convenience Specification. [***] means claims
of a patent or patent application, which are
owned or controlled by a party, to the extent
that such claims read on [***] does not include
claims relating to manufacturing technology, or
claims which, if licensed, would require a
payment of royalties to unaffiliated third
parties. [***] means claims of a patent or patent
application, which are owned or controlled by a
party, to the extent that such claims read on
[***] does not include claims relating to
manufacturing technology, or claims which, if
licensed, would require a payment of royalties to
unaffiliated third parties. [***].
10.5. EFFECT OF TERMINATION. The provisions of Sections 1, 4.1, 4.4,
4.5, 7.2, 9. 1, 10, 11, 12, 13, and 5.1 and 5.3 if the [***]
Digital Interface Specification has been publicly released and is
an Approved Specification, and 5.2 and 5.4 if the [***] Digital
Interface Specification has been publicly released and is an
Approved Specification will survive any termination or expiration
of this Agreement.
11. WARRANTY DISCLAIMER
Each party acknowledges that the development efforts to be taken
hereunder are speculative in nature and that there is no guarantee that the
materials contributed by either party will be error free or sufficient to
complete all of its development objectives. THEREFORE, EACH PARTY PROVIDES
TECHNICAL INFORMATION OR OTHER MATERIALS OR INFORMATION PROVIDED HEREUNDER TO
THE OTHER PARTY "AS IS," AND NEITHER PARTY MAKES ANY WARRANTIES, EXPRESS,
IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO TECHNICAL INFORMATION, AND
EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, NON
INFRINGEMENT OF THIRD PARTY RIGHTS, AND FITNESS FOR A PARTICULAR PURPOSE. In
the event that either party discovers defects or errors in the DDI Technical
Information or other materials or information delivered hereunder, that
party's sole and exclusive remedy will be for both parties to use their
reasonable efforts to cooperate to correct any such defects or errors.
12. LIMITATION OF LIABILITY
IN NO EVENT WILL EITHER PARTY BE LIABLE FOR LOST PROFITS, LOSS OF
DATA, OR FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT, OR INCIDENTAL DAMAGES,
HOWEVER CAUSED, ON ANY THEORY OF LIABILITY AND WHETHER OR NOT SUCH PARTY
12
[***] Confidential Treatment has been requested for certain portions of
this document. Such portions have been filed separately with the
Securities and Exchange Commission.
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING UNDER ANY CAUSE
OF ACTION AND IN ANY WAY OUT OF THIS AGREEMENT OR THE DESIGNS, PRODUCTS,
INFORMATION OR OTHER TECHNOLOGY PROVIDED PURSUANT TO THIS AGREEMENT. THE
PROVISIONS OF THIS SECTION 10 WILL APPLY NOTWITHSTANDING THE FAILURE OF ANY
LIMITED REMEDIES HEREUNDER.
13. MISCELLANEOUS PROVISIONS
13.1. NO ASSIGNMENT. This Agreement may not be assigned or otherwise
transferred, nor, except as expressly provided herein, may any
right or obligation hereunder be assigned or transferred, to a
third party by either party without the prior written consent of
the other party hereto. Notwithstanding the foregoing or anything
contained herein to the contrary, either party may transfer or
assign its licenses, rights and obligations under this Agreement
to (i) a wholly owned subsidiary who has sufficient resources and
rights to fulfill the terms of this Agreement or (ii) a successor
to all or substantially all of its business or assets relating to
this Agreement who has sufficient resources and rights to fulfill
the terms of this Agreement whether by sale, merger, operation of
law or otherwise.
13.2. NOTICE. All notices required or permitted to be given hereunder
shall be in writing and shall be delivered by hand, or if
dispatched by prepaid air courier or by registered or certified
airmail, postage prepaid, addressed as follows:
If to SiI: If to Intel:
President General Counsel
Silicon Image, Inc. Intel Corporation
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇.
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ of America
United States of America
Such notices shall be deemed to have been served when received by
addressee or, if delivery is not accomplished by reason of some
fault of the addressee, when tendered for delivery. Either party
may give written notice of a change of address and, after notice
of such change has been received, any notice or request shall
thereafter be given to such party as above provided at such
changed address.
13.3. NO RULE OF STRICT CONSTRUCTION. Regardless of which party may have
drafted this Agreement, no rule of strict construction shall be
applied against either party. If any provision of this Agreement
is determined by a court to be unenforceable, the parties shall
deem the provision to be modified to the extent necessary to allow
it to be enforced to the extent permitted by law, or if it cannot
be modified, the provision will be severed and deleted from this
Agreement, and the remainder of the Agreement will continue in
effect.
13.4. TAXES. Each party shall be responsible for the payment of its own
tax liability arising from this transaction.
13
13.5. ENTIRE AGREEMENT. This Agreement embodies the entire understanding
of the parties with respect to the subject matter hereof, and
merges all prior discussions between them, and neither of the
parties shall be bound by any conditions, definitions, warranties,
understandings, or representations with respect to the subject
matter hereof other than as expressly provided herein. No oral
explanation or oral information by either party hereto shall alter
the meaning or interpretation of this Agreement.
13.6. MODIFICATION; WAIVER. No modification or amendment to this
Agreement, nor any waiver of any rights, will be effective unless
assented to in writing by the party to be charged, and the waiver
of any breach or default will not constitute a waiver of any other
right hereunder or any subsequent breach or default.
13.7. GOVERNING LAW. This Agreement and matters connected with the
performance thereof shall be construed, interpreted, applied and
governed in all respects in accordance with the laws of the United
States of America and the State of California, without reference
to conflict of laws principles.
13.8. JURISDICTION. Intel and SiI agree that all disputes and litigation
regarding this Agreement and matters connected with its
performance shall be subject to the exclusive jurisdiction of the
courts of the State of California or of the Federal courts sitting
therein.
13.9. CONFIDENTIALITY OF TERMS. The parties hereto shall keep the terms
of this Agreement confidential and shall not now or hereafter
divulge these terms to any third party except:
13.9.1. with the prior written consent of the other party;
or
13.9.2. to any governmental body having jurisdiction to call
therefor; or
13.9.3. subject to 13.9.4 below, as otherwise may be
required by law or legal process, including to legal
and financial advisors in their capacity of advising
a party in such matters; or
13.9.4. during the course of litigation so long as the
disclosure of such terms and conditions are
restricted in the same manner as is the confidential
information of other litigating parties and so long
as (a) the restrictions are embodied in a
court-entered Protective Order and (b) the
disclosing party informs the other party in writing
at least ten (10) days in advance of the disclosure;
or
13.9.5. in confidence to legal counsel, accountants, banks
and financing sources and their advisors solely in
connection with complying with financial
transactions.
The parties shall cooperate in preparing and releasing an
announcement, if any, relating to this Agreement.
13.10. PRESS RELEASES.
13.10.1. No publicity or information regarding this Agreement
will be given or released by either party without
the express authorization of the other party, which
authorization shall not be unreasonable withheld.
14
13.10.2. Neither party shall make or authorize any news
release, advertisement, or other public disclosure
which shall deny or confirm the existence of this
Agreement, without the written consent of the other
party which consent shall not be unreasonably
withheld.
13.11. COMPLIANCE WITH LAWS. Anything contained in this Agreement to the
contrary notwithstanding, the obligations of the parties hereto
and of the Subsidiaries of the parties shall be subject to all
laws, present and future, of any government having jurisdiction
over the parties hereto or the Subsidiaries of the parties, and to
orders, regulations, directions or requests of any such
government.
13.12. EXPORT CONTROLS. Each party understands and acknowledges that DDI
Technical Information, software, and other information and
materials transferred hereunder are subject to the export
licensing requirements of the U.S. Government. If any of these are
to be exported by either party, it is that parties sole
responsibility to make timely application in its own name for any
export license required by U.S. export control laws and
regulations.
13.13. FORCE MAJEURE. The parties hereto shall be excused from any
failure to perform any obligation hereunder to the extent such
failure is caused by war, acts of public enemies, strikes or other
labor disturbances, fires, floods, acts of God, or any causes of
like or different kind beyond the control of the parties.
13.14. COUNTERPARTS. This Agreement may be executed in two (2) or more
counterparts, all of which, taken together, will be regarded as
one and the same instrument.
13.15. SECTION HEADINGS. The section headings contained in this Agreement
are for reference purposes only and will not affect in any way the
meaning or interpretation of this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by duly authorized officers or representatives on the date below
written.
INTEL CORPORATION Silicon Image, Inc.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇
------------------------------- -----------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇
---------------------------------- --------------------------------
Printed Name Printed Name
Vice President, General Manager CEO
---------------------------------- --------------------------------
Title Title
9-14-98 September 16, 1998
---------------------------------- --------------------------------
Date Date
[SIGNATURE PAGE TO BUSINESS COOPERATION AGREEMENT
BETWEEN SILICON IMAGE, INC. AND INTEL CORPORATION]
15
EXHIBIT A
DEVELOPMENT AGREEMENT FOR THE
DIGITAL DISPLAY INTERFACE SPECIFICATIONS
16
DEVELOPMENT AGREEMENT FOR THE DIGITAL DISPLAY INTERFACE SPECIFICATIONS
Intel and Silicon Image, Inc. are developing a digital display technology
roadmap and draft specifications which may become appropriate for publication
and industry-wide adoption and seeks the counsel, advice, and input of ABC
COMPANY ("ABC"). In order to facilitate consultations between ourselves and
with other industry participants, this Agreement sets out the legal terms
which will govern those consultations.
TERMS. "INTEL" refers to Intel Corporation. "SII" REFERS TO SILICON IMAGE,
INC. "PARTICIPANT" refers to the industry participant named above. "FELLOW
PARTICIPANTS" refers to other industry participants identified by Intel who
have executed appropriate confidentiality agreements. "DRAFT SPECIFICATIONS"
refers to the "PRELIMINARY VERSIONS OF EACH OF THE FOLLOWING SPECIFICATIONS:
THE DIGITAL DISPLAY INTERFACE SPECIFICATIONS, [***]" being prepared by Intel
and generally relating to the subject of an interface for integrating digital
display devices in a computer system environment.
CONSULTATION. Intel, SiI, and Participant may consult with each other on the
content, feasibility, and other aspects of one or more revisions of the Draft
Specifications. Intel shall be free to incorporate the suggestions of
Participant into the Draft Specifications, and also into the Digital Display
Interface Specifications, [***] and the digital display technology roadmap
which Intel intends to publicly release. Participant agrees not to assert any
copyright claim related to the Specifications.
IN CONFIDENCE. Participant will maintain the Draft Specifications in
confidence with at least the same degree of care that it uses to protect its
own confidential and proprietary information, but no less than a reasonable
degree of care under the circumstances and will neither disclose nor copy the
Draft Specifications except as necessary for its employees with a need to
know. Any copies which are made will be marked "confidential," "proprietary"
or with a similar legend. Unless the parties agree otherwise, this obligation
of confidentiality will expire on DECEMBER 31, 2003. A party will not be
liable for the disclosure of any information as required by law or which is:
included in the final, publicly released, version of one of
the Specifications, or rightfully in the public domain
other than by such party's breach of a duty; or rightfully
received from a third party without any obligation of
confidentiality; or independently developed by employees of
the receiving party.
FELLOW PARTICIPANTS. Intel may invite additional parties to become Fellow
Participants. When Intel identifies such a Fellow Participant, and such
Fellow Participant has executed a similar confidentiality agreement, the
Participant shall be free to exchange information relating to the Draft
Specification with such party, and such information shall be treated as
confidential as provided above.
EARLY TERMINATION. Any party may terminate this agreement at any time without
cause upon written notice to the other. All obligations of confidentiality,
rights to incorporate the suggestions of Participant into the Specifications,
and non-assertion of copyright claims will survive the termination of this
agreement.
GENERAL. This Agreement does not create a joint venture, partnership or other
form of business association between the parties, nor an obligation to buy or
sell products implementing the Specifications. This Agreement will be
governed by the laws of Delaware. All parties understand and acknowledge
that, except as expressly granted herein in writing, no other license under
any patent, copyrights, or other intellectual property right is granted to or
conferred upon either party in this
17
[***] Confidential Treatment has been requested for certain portions of
this document. Such portions have been filed separately with the
Securities and Exchange Commission.
Agreement or by the transfer of any information by one party to the other
party as contemplated hereunder, either by implication, inducement, estoppel
or otherwise.
AGREED:
INTEL CORPORATION PARTICIPANT
By: By:
----------------------------- ----------------------------
-------------------------------- -------------------------------
Printed Name Printed Name
-------------------------------- -------------------------------
Title Title
-------------------------------- -------------------------------
Date Date
SILICON IMAGE, INC.
By:
-----------------------------
--------------------------------
Printed Name
--------------------------------
Title
--------------------------------
Date
18
EXHIBIT B
DIGITAL DISPLAY INTERFACE SPECIFICATION [***] AGREEMENT
FOR THE INDUSTRY
[***] Confidential Treatment has been requested for certain portions of this
document. Such portions have been filed separately with the Securities
and Exchange Commission.
--------------------------------------------------------------------------------
THIS IS A ROYALTY-FREE, RECIPROCAL PATENT LICENSE PROVIDED BY INTEL AND
SILICON IMAGE FOR ADOPTERS OF THE DIGITAL DISPLAY INTERFACE SPECIFICATION,
[***] WHO WISH TO MAKE USE OF THE DIGITAL DISPLAY INTERFACES ("DDI")
DESCRIBED IN THE DIGITAL DISPLAY INTERFACE SPECIFICATIONS, IN THEIR
DDI-COMPLIANT PRODUCTS. WHEN ADOPTER'S AUTHORIZED REPRESENTATIVE DURING
THE ADOPTION PERIOD SIGNS THIS AGREEMENT AND DELIVERS IT TO INTEL AT THE
ADDRESS BELOW, THIS AGREEMENT WILL BE LEGALLY BINDING AND WILL EXTEND TO ALL
FELLOW ADOPTERS.
--------------------------------------------------------------------------------
1. Definitions: AS USED IN THIS AGREEMENT,
- "Adoption Period" means any time prior to the later of (1) the date six (6)
months after [INSERT the public release date of the Digital Display
Interface Specification] or (2) the date six (6) months after Adopter first
sells a product that includes a Compliant Portion.
- "Adopter" is the party identified at the end of this Agreement.
- "Fellow Adopters" are Intel Corporation ("Intel"), Silicon Image, Inc.
("SiI"), and any other entity which during the Adoption Period executes and
delivers or has executed and delivered to Intel Corporation a substantially
identical counterpart of this Agreement, including any of the party's
Affiliates.
- "Affiliate" means any entity which directly or indirectly controls, is
controlled by, or is under common control with the subject party, so long
as such control exists.
- The "Digital Display Interface Specification" is the document entitled
DIGITAL INTERFACE SPECIFICATION, [***], published by Intel.
- The "Digital Display Interfaces" are the electrical interfaces, mechanical
interfaces, signals, signaling and coding protocols, and bus protocols
disclosed in, and required by, the Digital Display Interface Specification,
including described options in that specification.
- "Interface Claims" means claims of a patent or patent application, which
are owned or controlled by a party, that must be infringed in order to
comply with the Digital Display Interfaces. "Interface Claims" does not
include claims relating to manufacturing technology, claims not required to
be infringed in complying with the Digital Display Interfaces (even if in
the same patent as Interface Claims), or claims which, if licensed, would
require a payment of royalties to unaffiliated third parties.
- "Compliant Portion" means portions of products (hardware, software or
combinations thereof) that implement and are compliant with the Digital
Display Interfaces.
2. Reciprocal License
- Each Fellow Adopter grants to each other Fellow Adopter a nonexclusive,
royalty-free, irrevocable, nontransferable, non-sublicenseable, worldwide
license under its Interface Claims to make, have made, use, import, offer
to sell and sell products which implement and comply with the Digital
Display Interfaces; provided that such license under Interface Claims shall
not extend to features of a product which are not required to implement and
comply with the Digital Display Interfaces.
- Adopter hereby accepts the licenses granted by the Fellow Adopters.
[***] Confidential Treatment has been requested for certain portions of this
document. Such portions have been filed separately with the Securities
and Exchange Commission.
3. General Legal Points
- NOT PARTNERS. The Parties are independent companies and are not partners or
joint venturers with each other. Intel is not acting on behalf of any other
entity including, but not limited to, other adopters or promoters of the
Digital Display Interface Specification.
- NO WARRANTY. The Digital Display Interface Specification is provided "AS
IS" WITH NO WARRANTIES WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY,
INCLUDING, BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY,
NONINFRINGEMENT OF THIRD-PARTY INTELLECTUAL PROPERTY, FITNESS FOR ANY
PARTICULAR PURPOSE, OR ANY WARRANTY OTHERWISE ARISING OUT OF ANY PROPOSAL,
SPECIFICATION, OR SAMPLE.
- DAMAGES. Neither Party will be liable to the other for any loss of profits,
loss of use, incidental, consequential, indirect, or special damages
arising out of this Agreement, whether or not such party had advance notice
of the possibility of such damages.
- GOVERNING LAW. This Agreement shall be construed and controlled by the laws
of Delaware. Any litigation arising out of this Agreement shall take place
in Delaware, and the Parties irrevocably consent to jurisdiction of the
state and Federal courts there.
- COMPLETE AGREEMENT, NO OTHER LICENSES. This Agreement sets forth the
Parties' entire agreement regarding its subject matter. Except for the
rights expressly provided by this Agreement, neither Party grants or
receives, by implication, or estoppel, or otherwise, any rights under any
patents or other intellectual property rights. No modifications or
additions to or deletions from this Agreement shall be binding unless
accepted in writing by an authorized representative of both Parties.
SILICON IMAGE, INC.
By:_________________________________
Vice-President
Date:_______________________________
INTEL CORPORATION ADOPTER
By:_________________________________ _____________________________________
Vice-President (Company Name)
Date:_______________________________ By:__________________________________
Address: Name:________________________________
Intel Corporation
Digital Display Interface Office Title: ______________________________
M/S:
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. Date:________________________________
Santa Clara, CA 95052-8119
EXHIBIT C
DIGITAL DISPLAY INTERFACE SPECIFICATION, [***] AGREEMENT
FOR THE INDUSTRY
[***] Confidential Treatment has been requested for certain portions of this
document. Such portions have been filed separately with the Securities
and Exchange Commission.
--------------------------------------------------------------------------------
THIS IS A ROYALTY-FREE, RECIPROCAL PATENT LICENSE PROVIDED BY INTEL AND
SILICON IMAGE FOR ADOPTERS OF THE DIGITAL DISPLAY INTERFACE SPECIFICATION,
[***] WHO WISH TO MAKE USE OF THE DIGITAL DISPLAY INTERFACES ("DDI")
DESCRIBED IN THE DIGITAL DISPLAY INTERFACE SPECIFICATIONS, IN THEIR
DDI-COMPLIANT PRODUCTS. WHEN ADOPTER'S AUTHORIZED REPRESENTATIVE DURING
THE ADOPTION PERIOD SIGNS THIS AGREEMENT AND DELIVERS IT TO INTEL AT THE
ADDRESS BELOW, THIS AGREEMENT WILL BE LEGALLY BINDING AND WILL EXTEND TO ALL
FELLOW ADOPTERS.
--------------------------------------------------------------------------------
1. Definitions: AS USED IN THIS AGREEMENT,
- "Adoption Period" means any time prior to the later of (1) the date
six (6) months after [INSERT the public release date of the Digital Display
Interface Specification] or (2) the date six (6) months after Adopter first
sells a product that includes a Compliant Portion.
- "Adopter" is the party identified at the end of this Agreement.
- "Fellow Adopters" are Intel Corporation ("Intel"), Silicon Image, Inc.
("SiI"), and any other entity which during the Adoption Period executes and
delivers or has executed and delivered to Intel Corporation a substantially
identical counterpart of this Agreement, including any of the party's
Affiliates.
- "Affiliate" means any entity which directly or indirectly controls, is
controlled by, or is under common control with the subject party, so long
as such control exists.
- The "Digital Display Interface Specification" is the document entitled
DIGITAL INTERFACE SPECIFICATION, [***] published by Intel.
- The "Digital Display Interfaces" are the electrical interfaces, mechanical
interfaces, signals, signaling and coding protocols, and bus protocols
disclosed in, and required by, the Digital Display Interface Specification,
including described options in that specification.
- "Interface Claims" means claims of a patent or patent application, which
are owned or controlled by a party, that must be infringed in order to
comply with the Digital Display Interfaces. "Interface Claims" does not
include claims relating to manufacturing technology, claims not required to
be infringed in complying with the Digital Display Interfaces (even if in
the same patent as Interface Claims), or claims which, if licensed, would
require a payment of royalties to unaffiliated third parties.
- "Compliant Portion" means portions of products (hardware, software or
combinations thereof) that implement and are compliant with the Digital
Display Interfaces.
2. RECIPROCAL LICENSE
- Each Fellow Adopter grants to each other Fellow Adopter a nonexclusive,
royalty-free, irrevocable, nontransferable, non-sublicenseable, worldwide
license under its Interface Claims to make, have made, use, import, offer
to sell and sell products which implement and comply with the Digital
Display Interfaces; provided that such license under Interface Claims shall
not extend to features of a product which are not required to implement and
comply with the Digital Display Interfaces.
- Adopter hereby accepts the licenses granted by the Fellow Adopters.
[***] Confidential Treatment has been requested for certain portions of this
document. Such portions have been filed separately with the Securities
and Exchange Commission.
3. General Legal Points
- NOT PARTNERS. The Parties are independent companies and are not partners or
joint venturers with each other. Intel is not acting on behalf of any other
entity including, but not limited to, other adopters or promoters of the
Digital Display Interface Specification.
- NO WARRANTY. The Digital Display Interface Specification is provided "AS
IS" WITH NO WARRANTIES WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY,
INCLUDING, BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY,
NONINFRINGEMENT OF THIRD-PARTY INTELLECTUAL PROPERTY, FITNESS FOR ANY
PARTICULAR PURPOSE, OR ANY WARRANTY OTHERWISE ARISING OUT OF ANY PROPOSAL,
SPECIFICATION, OR SAMPLE.
- DAMAGES. Neither Party will be liable to the other for any loss of profits,
loss of use, incidental, consequential, indirect, or special damages
arising out of this Agreement, whether or not such party had advance notice
of the possibility of such damages.
- GOVERNING LAW. This Agreement shall be construed and controlled by the laws
of Delaware. Any litigation arising out of this Agreement shall take place
in Delaware, and the Parties irrevocably consent to jurisdiction of the
state and Federal courts there.
- COMPLETE AGREEMENT, NO OTHER LICENSES. This Agreement sets forth the
Parties' entire agreement regarding its subject matter. Except for the
rights expressly provided by this Agreement, neither Party grants or
receives, by implication, or estoppel, or otherwise, any rights under any
patents or other intellectual property rights. No modifications or
additions to or deletions from this Agreement shall be binding unless
accepted in writing by an authorized representative of both Parties.
SILICON IMAGE, INC.
By:_________________________________
Vice-President
Date:_______________________________
INTEL CORPORATION ADOPTER
By:_________________________________ _____________________________________
Vice-President (Company Name)
Date:_______________________________ By:__________________________________
Address: Name:________________________________
Intel Corporation
Digital Display Interface Office Title: ______________________________
M/S:
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. Date:________________________________
Santa Clara, CA 95052-8119
EXHIBIT D
[***]
[***] Confidential Treatment has been requested for certain portions of this
document. Such portions have been filed separately with the Securities
and Exchange Commission.
EXHIBIT E
[***]
[***] Confidential Treatment has been requested for certain portions of this
document. Such portions have been filed separately with the Securities
and Exchange Commission.
EXHIBIT F
COPY OF CORPORATE NON DISCLOSURE AGREEMENT (CNDA), NUMBER 94185
BETWEEN INTEL AND SII
20
AGREEMENT DATE: , 199 CNDA# 94185
--------------- -- --------------------------
CORPORATE NON-DISCLOSURE AGREEMENT
This Corporate Non-Disclosure Agreement ("Agreement") is entered into and
made effective as of the date set forth above, by and between Intel
Corporation ("Intel"), and the Participant identified below ("Participant").
Unless the Participant indicates that this Agreement will apply only to a
specific division or location, this Agreement will apply to the Participant's
entire company.
THE PARTIES AGREE AS FOLLOWS:
1. CONFIDENTIAL INFORMATION TRANSMITTAL FORM. This confidential
proprietary and trade secret information of the disclosing party
("Confidential Information") to be disclosed hereunder is that
information which (i) is described in the Confidential Information
Transmittal Record ("CITR") excluded from time to time hereinafter
and (ii) is marked with "confidential", "proprietary", or similar
legend. CITRs are subject to the terms of this Agreement. CITRs
will be executed by the parties prior to the disclosure of
Confidential Information. All Confidential Information received
from the disclosing party will be in tangible form. To be
considered Confidential Information, non-tangible disclosures must
be identified as confidential prior and [reduced in writing],
marked as provided above and delivered to the receiving party
within thirty (30) days of the original date of disclosure. The
CITR will indicate the disclosing party, a description of the
Confidential Information disclosed, the names of the
representatives of the parties and the date when the disclosure
covered by the CITR commenced.
2. OBLIGATIONS OF RECEIVING PARTY. The receiving party will maintain
the confidentiality of the Confidential Information of the
disclosing party with at least the same degree of care that it uses
to protect its own confidential and proprietary information, but no
less than a reasonable degree of care under the circumstances. The
receiving party will not disclose any of the disclosing party's
confidential information to any employees or to any third parties
except the receiving party's employees, parent company and
majority-owned subsidiaries who have a need to know and who agree
to abide by non-disclosure terms at least as comprehensive as those
set forth herein provided that the receiving party will be liable
for breach by any such entity. The receiving party will not make
any copies of the Confidential Information received from the
disclosing party except as necessary for employees, parent company
and majority-owned subsidiaries with a need to know. Any copies
which are made will be identified as belonging to the disclosing
party and marked "confidential", "proprietary", or with a similar
legend.
3. PERIOD OF NON-ASSERTION. Unless a shorter period is indicated in
the applicable CITR, the disclosing party will not assert any
claims of breach of this Agreement or misappropriation of trade
secrets against the receiving party arising from the receiving
party's disclosure or the disclosing party's Confidential
Information made more than five (5) years from the date of the CITR
under which such Confidential Information was disclosed. However,
unless at least one of the exceptions set forth in Section 4 below
has occurred, the receiving party will continue to treat such
Confidential Information as the confidential information of the
disclosing party and only disclose any such Confidential
Information to third parties under the terms of a non-disclosure
agreement.
4. TERMINATION OF OBLIGATION OF CONFIDENTIALITY. The receiving party
will not be liable for the disclosure of any Confidential
Information which is
(a) rightfully in the public domain other than by a breach of a duty
in the disclosing party;
(b) rightfully received from third party without any obligation of
confidentiality;
(c) rightfully known to the receiving party without any limitation on
use or disclosure prior to its receipt from the disclosing party;
(d) independently developed by employees of the receiving party; or
(e) generally made available to third parties by the disclosing
party without restriction on disclosure.
5. TITLE. Title or the right to possess Confidential Information as
between the parties will remain in the disclosing party.
6. NO OBLIGATION OF DISCLOSURE, TERMINATION. Neither party has any
obligation to disclose Confidential Information to the other.
Either party may terminate this Agreement at any time without cause
upon written notice to the other party; provided that each party's
obligations with respect to Confidential Information disclosed
during the term of this Agreement will survive any such
termination. Either party may, at any time, (a) cease giving
Confidential Information to the other party without any liability;
and/or (b) request in writing the return or destruction of all or
part of its Confidential Information previously disclosed, and all
copies thereof, and the receiving party will promptly comply with
such request and certify in writing its compliance.
7. RESIDUALS. Notwithstanding anything herein to the contrary, either
party may use the Residuals for any purpose, including without
limitation, use in development, manufacture, promotion, sale and
maintenance of its products and services; provided that this right
in Residuals does not represent a license under any patents,
copyrights or other intellectual property rights of the disclosing
party. The term "Residual" means any information 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.
8. GENERAL.
(a) This Agreement is neither intended to nor will it be construed
as creating a joint venture, partnership or other form of
business association between the parties nor an obligation
to buy or sell products using or incorporating the Confidential
Information.
(b) Both parties understand and acknowledge that no license under
any patent, copyright, trade secret or other intellectual
property right is granted to or conferred upon either party
in this Agreement or by the disclosure of any Confidential
Information by one party to the other party as contemplated
hereunder, either expressly, by implication, inducement,
estoppel or otherwise, and that an license under such
intellectual property rights must be express and in writing.
(c) The failure of either party to enforce any right resulting
from breach of any provision of this Agreement by the other
party will not be deemed a waiver of any right relating to
a subsequent breach of such provision or any other right
hereunder.
(d) This Agreement will be governed by the laws of the State
of Delaware without reference to conflict of law principles.
(e) This Agreement, any accompanying CITR and CITRs executed from
time to time hereafter which incorporate the terms of this
Agreement, constitutes the entire agreement between the
parties with respect to the disclosure(s) of Confidential
Information described in each CITR, and may not be amended
except in a writing signed by a duly authorized representative
of the respective parties. Any other agreement between the
parties, including non-disclosure agreements, will not be
affected by this Agreement.
INTEL CONTACT: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ M/S: TEL. NO.
------------------- ------------------------------- ------------------------
AGREED: PARTICIPANT AND INTEL AGREE THAT PARTICIPANT: SILICON IMAGE
INTEL CORPORATION THIS AGREEMENT SHALL SUPERCEDE ▇▇▇▇▇ ▇▇▇▇ ▇▇.
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. SECTION 1.2 OF PARTICIPANT'S THIRD Address
Santa Clara, CA 95052-8119 AMENDED AND RESTATED INVESTORS CUPERTINO CA 95014
RIGHTS AGREEMENT DATED JULY 29, 1998. (city) (state) (zip)
--------------------------
Intel
/s/ [Illegible] /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------------------------------------------- --------------------------------------
Signature (V.P.) Signature of Authorized Representative
(e.g, President or Vice President)
Vice President Director of Sales ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------------------------------------------- --------------------------------------
Printed Name Printed Name
President
--------------------------------------------------------- --------------------------------------
Title Title
PARTICIPANT