EXHIBIT 10.2
CONFIDENTIAL
------------
--------------------------------------------
SEMICONDUCTOR TECHNOLOGY LICENSE AGREEMENT
BETWEEN
NEC CORPORATION
AND
RAMBUS INC.
--------------------------------------------
*** Confidential treatment requested for portions of this exhibit
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
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TABLE OF CONTENTS
(continued)
Page
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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
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TABLE OF CONTENTS
(continued)
Page
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10.13 Section Headings and Language....................... 37
Exhibit A - Rambus Technology
Exhibit B - Rambus Trademarks
-iii-
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 ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇
▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ("RAMBUS") and NEC CORPORATION, a Japanese
corporation with principal offices at ▇-▇ ▇▇▇▇▇ ▇-▇▇▇▇▇, ▇▇▇▇▇▇-▇▇, ▇▇▇▇▇ 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,
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.
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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
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[*] Confidential treatment requested.
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-
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
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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-
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,
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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-
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-
(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-
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.
(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 ▇▇▇▇ 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 [***] ▇▇▇▇ 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.
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-
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-
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
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[*] Confidential treatment requested.
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.
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.
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.
(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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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
-20-
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
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
ABA# ▇▇▇▇▇▇▇▇▇
via Federal Reserve Bank, San Francisco
for credit of: Rambus Inc., account # ▇▇▇▇▇▇▇▇-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
-21-
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
-22-
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
-23-
(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
-24-
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
-25-
[*] Confidential treatment requested.
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
-26-
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-
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,
-28-
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.
-29-
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.
-30-
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
-31-
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.
-32-
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.
▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
U.S.A.
Attention: President
For NEC: NEC Corporation
▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇
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
-33-
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
-34-
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.
-35-
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
-36-
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/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
---------------------------- ---------------------------
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
-------------------------- -------------------------
Title: President & C.E.O. Title: Senior Vice President
------------------------- ------------------------
Date: May 13, 1991 Date: July 4, 1991
-------------------------- -------------------------
-37-
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
RAMBUS INTERFACE SPECIFICATION
[***]
[*] Confidential treatment requested.
RAMBUS SYSTEM DESIGN SPECIFICATION
[***]
[*] Confidential treatment requested.
RAMBUS SLAVE IMPLEMENTATION SPECIFICATION
[***]
[*] Confidential treatment requested.
RAMBUS MASTER IMPLEMENTATION SPECIFICATION
[***]
[*] Confidential treatment requested.
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.
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 ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇.▇.▇. ("Rambus") and NEC Corporation,
a Japanese corporation with a principal place of business at 7-1, Shiba 5-chome,
▇▇▇▇▇▇-▇▇, ▇▇▇▇▇ ▇▇▇-▇▇, ▇▇▇▇▇ ("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/ ▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
------------------------------- -------------------------------
Title: Vice President Title: General Manager
--------------------------- ---------------------------
Date: April 28, 1995 Date: April 28, 1995
---------------------------- ----------------------------
-56-
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 ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇.▇.▇. ("Rambus"), and NEC Corporation, a Japanese
corporation with a principal place of business at 7-1, Shiba 5-chome, ▇▇▇▇▇▇-▇▇,
▇▇▇▇▇ ▇▇▇-▇▇, ▇▇▇▇▇ ("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-
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-
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.
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-
(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, ▇▇▇▇▇▇-▇▇
▇▇▇▇▇ ▇▇▇-▇▇, ▇▇▇▇▇
Tel:
Fax:
If sent to Rambus: President
Rambus Inc.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇.▇.▇.
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-
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, ▇▇▇▇▇▇▇▇ ▇, ▇, ▇ ▇▇▇ ▇▇,
▇▇▇▇▇ ▇▇ 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/ ▇▇▇▇▇ ▇▇▇▇ BY: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-------------------------------- --------------------------------
TITLE: President & CEO TITLE: Vice President, NEC Corp
----------------------------- -----------------------------
DATE: 2/25/93 DATE: February 19, 1993
----------------------------- -----------------------------
-6-
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-
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-
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-
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-
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 ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇.▇.▇. ("Rambus"), and NEC Corporation,
a Japanese corporation with a principal place of business at 7-1, Shiba 5-chome,
▇▇▇▇▇▇-▇▇, ▇▇▇▇▇ ▇▇▇-▇▇, ▇▇▇▇▇ ("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.
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-
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.
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-
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, ▇▇▇▇▇▇-▇▇
▇▇▇▇▇ ▇▇▇-▇▇, ▇▇▇▇▇
Tel: ▇▇-▇▇-▇▇▇-▇▇▇▇
Fax: ▇▇-▇▇-▇▇▇-▇▇▇▇
-5-
If sent to Rambus: President
Rambus Inc.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇.▇.▇.
Tel: ▇▇▇-▇▇▇-▇▇▇▇
Fax: ▇▇▇-▇▇▇-▇▇▇▇
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, ▇▇▇▇▇▇▇▇ ▇, ▇, ▇ ▇▇▇ ▇▇,
▇▇▇▇▇ ▇▇ 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-
The parties hereto execute this Supplement in duplicate as the dates below:
RAMBUS INC. NEC CORPORATION
BY: /s/ ▇▇▇▇ ▇▇▇▇▇▇ BY: /s/▇▇▇▇ ▇▇▇▇▇▇▇▇▇
------------------------------ -----------------------------------
TITLE: Vice President TITLE: General Manager ASIC
--------------------------- --------------------------------
DATE: 7/25/94 DATE: July 28, 1994
---------------------------- ---------------------------------
-7-
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-
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-
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-
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-
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 ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇.▇.▇.
("Rambus"), and NEC Corporation, a Japanese corporation with a principal place
of business at 7-1, Shiba 5-Chome, ▇▇▇▇▇▇-▇▇, ▇▇▇▇▇ ▇▇▇-▇▇, ▇▇▇▇▇ ("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.
4. In all other respects, the License Agreement shall remain unmodified
and in full force and effect.
RAMBUS INC. NEC CORPORATION
BY: /s/ ▇▇▇▇ ▇▇▇▇▇▇ BY: /s/▇▇▇▇ ▇▇▇▇▇▇▇▇▇
---------------------------- ----------------------------
TITLE: Vice President TITLE: General Manager
------------------------- -------------------------
DATE: 8/23/95 DATE: 8/31/95
-------------------------- --------------------------
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
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇.▇.▇. ("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 (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.
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.
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.
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.
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-
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
▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇
If sent to Rambus: President
Rambus Inc.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
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,
▇▇▇▇▇▇▇▇▇, ▇, ▇ ▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇ 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-
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/ ▇▇▇▇ ▇▇▇▇▇▇ BY: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
--------------------------- ------------------------------
TITLE: Vice President TITLE: General Manager
------------------------ ---------------------------
DATE: 11/9/94 DATE: 11/14/94
------------------------- ----------------------------
-7-
EXHIBIT A
RAMBUS TRANSCEIVER SPECIFICATION
(10 page document attached)
-8-
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-
[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]
-▇▇-
▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Diagram
[Diagram of RTranseiver]
-11-
42-Pin SVP
[Diagram of 42-Pin SVP]
Pin Descriptions
--------------------------------------------------------------------------------
SIGNAL/a/ I/O DESCRIPTION
================================================================================
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.
--------------------------------------------------------------------------------
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-
ABSOLUTE MAXIMUM RATINGS
The following table represents stress ratings only, and
functional operation at the maximums is not ▇▇▇▇▇▇-
▇▇▇▇. 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.
----------------------------------------------------------------------------------------------------------------------
SYMBOL PARAMETER MIN MAX UNIT
======================================================================================================================
\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
----------------------------------------------------------------------------------------------------------------------
CAPACITANCE
---------------------------------------------------------------------------------------------------------------------------
SYMBOL PARAMETER AND CONDITIONS MIN MAX UNIT
===========================================================================================================================
\C\I Low-swing input parasitic capacitance 3 pF
---------------------------------------------------------------------------------------------------------------------------
RECOMMENDED ELECTRICAL CONDITIONS
---------------------------------------------------------------------------------------------------------------------------
SYMBOL PARAMETER AND CONDITIONS MIN MAX UNIT
===========================================================================================================================
\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
---------------------------------------------------------------------------------------------------------------------------
a. Although the isolate pin follows these parameters, it is expected that users
will drive it with full rail CMOS levels.
ELECTRICAL CHARACTERISTICS
---------------------------------------------------------------------------------------------------------------------------
SYMBOL PARAMETER AND CONDITIONS MIN MAX UNIT
===========================================================================================================================
\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)
---------------------------------------------------------------------------------------------------------------------------
-13-
Recommended Timing Conditions
Symbol Parameter Min Max Unit
------------------------------------------------------------------------------------------------------------------------------------
/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)/
------------------------------------------------------------------------------------------------------------------------------------
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.
Symbol Parameter Min Max Unit
------------------------------------------------------------------------------------------------------------------------------------
/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
------------------------------------------------------------------------------------------------------------------------------------
-14-
Rise/Fall Timing
[DIAGRAM OF RISE/FALL TIMING]
Clock Timing
[DIAGRAM OF CLOCK TIMING]
Receive Data Timing
[DIAGRAM OF RECEIVE DATA TIMING]
-15-
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-
[WRITE HIT TO PRIMARY SLAVE TIMING DIAGRAM]
[WRITE HIT TO SECONDARY SLAVE TIMING DIAGRAM]
-17-
Surface Vertical Package (SVP42) Package Outline mm (mils)
[DIAGRAM OF SURFACE VERTICAL PACKAGE (SVP42) PACKAGE OUTLINE mm (mils)]
-18-
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
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 ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇.▇.▇.
("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 (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.
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-
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-
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.
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.
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-
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
▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇
If sent to Rambus: President
Rambus Inc.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇.▇.▇.
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-
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/ ▇▇▇▇ ▇▇▇▇▇▇ BY: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
----------------------------- -----------------------------
TITLE: Vice President TITLE: General Manager
-------------------------- --------------------------
DATE: 12/13/94 DATE: 12/27/94
--------------------------- ---------------------------
-8-
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
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇.▇.▇. ("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");
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
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
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.
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
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
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
▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇
If sent to Rambus: President
Rambus Inc.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇.▇.▇.
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/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
-------------------------------- --------------------------------
Print Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Print Name: ▇▇▇▇ ▇▇▇▇▇▇
------------------------- ------------------------
Title: General Manager Title: Vice President
------------------------------ -----------------------------
Date: September 27, 1996 Date: September 17, 1996
------------------------------- ------------------------------
-6-
112
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
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇.▇.▇. ("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
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
(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-
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.
[***]; 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.
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-
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.
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-
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-
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
▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇
If sent to Rambus: President
Rambus Inc.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇.▇.▇.
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-
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/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
----------------------------- -----------------------------
Print Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Print Name: ▇▇▇▇ ▇▇▇▇▇▇
--------------------- ---------------------
Title: General Manager Title: Vice President
-------------------------- --------------------------
Date: September 10, 1996 Date: August 26, 1996
--------------------------- --------------------------
-10-
[***]
-11-
[*] Confidential treatment requested.
[***]
-12-
[*] Confidential treatment requested.
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
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇.▇.▇. ("Rambus") and NEC
Corporation, a Japanese corporation with a principal place of business at ▇-▇,
▇▇▇▇▇ ▇- ▇▇▇▇▇, ▇▇▇▇▇▇-▇▇,▇▇▇▇▇ ▇▇▇-▇▇, ▇▇▇▇▇ ("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.
(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.
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.
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.
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
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 ▇▇▇
▇▇▇▇▇
If sent to Rambus: President
Rambus Inc.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇.▇.▇.
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
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/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇▇▇▇
------------------------------- -------------------------------
Print Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Print Name: ▇▇▇▇▇ ▇▇▇▇
---------------------- -----------------------
Title: General Manager of ASIC Title: President
--------------------------- ---------------------------
Date: February 20, 1997 Date: February 27, 1997
---------------------------- -----------------------------
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 ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇.▇.▇.
("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
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
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-
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-
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-
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, ▇▇▇▇▇▇-▇▇
▇▇▇▇▇ ▇▇▇-▇▇, ▇▇▇▇▇
If sent to Rambus: President
Rambus Inc.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇
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-
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/ ▇▇▇▇ ▇▇▇▇▇▇
---------------------------- ------------------------------------
Print Name: Kenji Kani Print Name: ▇▇▇▇ ▇▇▇▇▇▇
------------------------- -----------------------------
Title: Vice-President Title: Vice-President
------------------------------ ----------------------------------
Date: 3/4/97 Date: 2/24/97
------------------------------ -----------------------------------
-6-
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.
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.