Rambus Inc Sample Contracts

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CONFIDENTIAL REDWOOD AND YELLOWSTONE SEMICONDUCTOR TECHNOLOGY LICENSE AGREEMENT BETWEEN SONY CORPORATION AND RAMBUS INC.
License Agreement • April 30th, 2003 • Rambus Inc • Semiconductors & related devices • California
RAMBUS INC.
Underwriting Agreement • April 30th, 1997 • Rambus Inc • Semiconductors & related devices • New York
RAMBUS INC. INDEMNIFICATION AGREEMENT
Indemnification Agreement • May 7th, 2021 • Rambus Inc • Semiconductors & related devices • Delaware

This Indemnification Agreement (this “Agreement”) is dated as of [insert date], and is between Rambus Inc., a Delaware corporation (the “Company”), and [insert name of indemnitee] (“Indemnitee”).

CONFIDENTIAL ------------
License Agreement • April 30th, 1997 • Rambus Inc • Semiconductors & related devices • New York
RAMBUS INC.
Rambus Inc • March 6th, 1997 • New York
CONFIDENTIAL DEVELOPMENT AGREEMENT BY AND AMONG
Development Agreement • April 30th, 2003 • Rambus Inc • Semiconductors & related devices • California
Dealer’s name and address]
Rambus Inc • November 17th, 2017 • Semiconductors & related devices
CONFIDENTIAL ------------
Technology License Agreement • April 30th, 1997 • Rambus Inc • Semiconductors & related devices • California
RAMBUS INC. and
Preferred Stock Rights Agreement • August 3rd, 2000 • Rambus Inc • Semiconductors & related devices • Delaware
RAMBUS INC.
Purchase Agreement • August 16th, 2013 • Rambus Inc • Semiconductors & related devices • New York

Rambus Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several initial purchasers listed in Schedule 1 hereto (the “Initial Purchasers”), for whom you are acting as representatives (the “Representatives”), $120,000,000 aggregate principal amount of its 1.125% Convertible Senior Notes due 2018 (the “Underwritten Securities”) and, at the option of the Initial Purchasers, up to an additional $18,000,000 aggregate principal amount of its 1.125% Convertible Senior Notes due 2018 (the “Option Securities”), solely to cover overallotments, if and to the extent that the Initial Purchasers shall have determined to exercise the option to purchase such Option Securities granted to the Initial Purchasers in Section 2 hereof. The Underwritten Securities and the Option Securities are herein referred to as the “Securities”. The Securities will be convertible into cash, and if designated by the Company, shares (the “Underlying Securities”) of common stock of the Company,

RAMBUS INC., as Issuer U.S. BANK NATIONAL ASSOCIATION, as Trustee 1.375% CONVERTIBLE SENIOR NOTES DUE 2023 INDENTURE DATED AS OF NOVEMBER 17, 2017
Rambus Inc • November 17th, 2017 • Semiconductors & related devices • New York

THIS INDENTURE, dated as of November 17, 2017, is between Rambus Inc., a Delaware corporation (the “Company”), and U.S. Bank National Association, a national banking association, as trustee (the “Trustee”).

TENANT
Lease • December 23rd, 1999 • Rambus Inc • Semiconductors & related devices • California
RAMBUS INC.
Information and Registration Rights Agreement • March 6th, 1997 • Rambus Inc • California
RAMBUS INC.
Restricted Stock Unit Agreement • August 28th, 2019 • Rambus Inc • Semiconductors & related devices • Delaware

Unless otherwise defined herein, the terms defined in the 2019 Inducement Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Unit Agreement including Exhibit A, which includes the special provisions for Participant’s country of residence, if any (collectively, the “Agreement”).

ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • July 22nd, 2016 • Rambus Inc • Semiconductors & related devices • California

THIS ASSET PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of June 29, 2016 by and among, on the one hand, Rambus, Inc., a Delaware corporation (“Buyer Parent”), and Bell ID Singapore Ptd Ltd (“Buyer,” and, together with Buyer Parent, the “Buyer Parties,” and each a “Buyer Party”), and, on the other hand, Inphi Corporation, a Delaware corporation (“Seller”) and Inphi International Pte. Ltd., a Singapore entity (“Seller Sub” and, together with Seller, the “Seller Parties”).

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RAMBUS INC. AMENDED AND RESTATED CHANGE OF CONTROL SEVERANCE AGREEMENT
Change of Control Severance Agreement • October 29th, 2018 • Rambus Inc • Semiconductors & related devices • California

This Amended and Restated Change of Control Severance Agreement (the “Agreement”) is made and entered into by and between Luc Seraphin (“Executive”) and Rambus Inc., a Delaware corporation (the “Company”), effective as of October 25, 2018 (the “Effective Date”).

Semiconductor Patent License Agreement Between Rambus Inc. and Samsung Electronics Co., Ltd.
Patent License Agreement • March 29th, 2021 • Rambus Inc • Semiconductors & related devices • California

This SEMICONDUCTOR PATENT LICENSE AGREEMENT (“Agreement”) is made and entered into on this 19th day of January, 2010 (“Effective Date”) by and between Rambus Inc., a corporation duly organized and existing under the laws of Delaware, U.S.A., having its principal place of business at 4440 El Camino Real, Los Altos, California 94022, U.S.A., (hereinafter “Rambus”) and Samsung Electronics Co., Ltd., a Korean corporation having its principal place of business at San # 16, Banwol-Dong, Hwasung-City, Gyeonggi-Do, Korea, 445-701 (hereinafter “Samsung”).

ZERO COUPON CONVERTIBLE SENIOR NOTES DUE FEBRUARY 1, 2010
Indenture • April 29th, 2005 • Rambus Inc • Semiconductors & related devices • New York

THIS INDENTURE, dated as of February 1, 2005, is between Rambus Inc., a Delaware corporation (the “Company”), and U.S. Bank National Association, a national banking association, as trustee (the “Trustee”).

RAMBUS INC.
Common Stock Equivalent Agreement • December 23rd, 1999 • Rambus Inc • Semiconductors & related devices • California
SETTLEMENT AGREEMENT
Settlement Agreement • March 29th, 2021 • Rambus Inc • Semiconductors & related devices • California

THIS SETTLEMENT AGREEMENT (the “Agreement”) is made by and among Rambus Inc., a Delaware corporation (“Rambus”), on the one hand, and Samsung Electronics Co., Ltd., a corporation organized under the laws of Korea (“Samsung Electronics”), Samsung Electronics America, Inc., a Delaware corporation, Samsung Semiconductor, Inc., a California corporation and Samsung Austin Semiconductor, L.P., a Texas limited partnership (collectively, “Samsung,” with Rambus and Samsung each being a “Party” and together the “Parties”), on the other hand, effective as of January 19, 2010 (the “Effective Date”).

AMENDMENT NUMBER 2 TO SEMICONDUCTOR PATENT LICENSE AGREEMENT
Semiconductor Patent License Agreement • March 29th, 2021 • Rambus Inc • Semiconductors & related devices

This Amendment Number 2 (“Amendment 2”) amends that certain Semiconductor Patent License Agreement between Rambus Inc., and Micron Technology, Inc. effective December 1, 2013, as amended on September 2, 2020 (collectively, the “Patent License Agreement”), and is effective as of December 1, 2020 (the “Amendment 2 Effective Date”). Rambus, on behalf of itself and all of its subsidiaries (collectively, “Rambus”) and Micron Technology, Inc., on behalf of itself and all of its subsidiaries (collectively, “Micron”) (Rambus and Micron together, the “Parties”), and in consideration of the covenants set forth below, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, hereby agree as follows:

RAMBUS INC., as Issuer U.S. BANK NATIONAL ASSOCIATION, as Trustee 5% CONVERTIBLE SENIOR NOTES DUE 2014 INDENTURE DATED AS OF JUNE 29, 2009
Rambus Inc • June 29th, 2009 • Semiconductors & related devices • New York

THIS INDENTURE, dated as of June 29, 2009, is between Rambus Inc., a Delaware corporation (the “Company”), and U.S. Bank National Association, a national banking association, as trustee (the “Trustee”).

SETTLEMENT AGREEMENT
Settlement Agreement • March 29th, 2021 • Rambus Inc • Semiconductors & related devices • California

THIS SETTLEMENT AGREEMENT (the “Agreement”) is made and entered into as of the July 1, 2013 by and among Rambus Inc., a Delaware corporation (“Rambus”), on the one hand, and SK hynix Inc., a corporation organized under the laws of Korea (“SK hynix”), SK hynix America Inc., a California corporation (“SK hynix U.S.”), Hynix Semiconductor Manufacturing America Inc., a California corporation, SK hynix U.K. Ltd., a corporation organized under the laws of the United Kingdom, and SK hynix Deutschland, GmbH, a corporation organized under the laws of Germany (collectively, “SK hynix,” with Rambus and SK hynix each being a “Party” and together the “Parties”), on the other hand.

RAMBUS INC. % Convertible Senior Notes Due 2014 UNDERWRITING AGREEMENT
Underwriting Agreement • June 22nd, 2009 • Rambus Inc • Semiconductors & related devices • New York

Credit Suisse Securities (USA) LLC J.P. Morgan Securities Inc. As Representatives of the Several Underwriters, c/o Credit Suisse Securities (USA) LLC, Eleven Madison Avenue, New York, N.Y. 10010-3629

SEMICONDUCTOR PATENT LICENSE AGREEMENT
Patent License Agreement • March 29th, 2021 • Rambus Inc • Semiconductors & related devices • California

This SEMICONDUCTOR PATENT LICENSE AGREEMENT (“Agreement”) is effective as of July 1, 2013 (the “Effective Date”) by and between Rambus Inc., a corporation duly organized and existing under the laws of Delaware, U.S.A., having its principal place of business at 1050 Enterprise Way, Suite #700, Sunnyvale, California 94089, U.S.A., (hereinafter “Rambus”) and SK hynix Inc., a corporation duly organized and existing under the laws of Korea., having its principal place of business at 2091, Gyeongchung-daero, Bubal-eub, Icheon-si, Gyeonggi-do, Korea (hereinafter “SK hynix ”).

RAMBUS INC.
Indemnification Agreement • March 6th, 1997 • Rambus Inc • Delaware
RAMBUS INC. EMPLOYMENT AGREEMENT
Employment Agreement • October 13th, 2021 • Rambus Inc • Semiconductors & related devices • California

This Employment Agreement (the “Agreement”) is made and entered into by and between Keith Jones (“Executive”) and Rambus Inc., a Delaware corporation (the “Company”), effective as of November 15, 2021 (the “Effective Date”).

SEMICONDUCTOR PATENT LICENSE AGREEMENT
Patent License Agreement • March 29th, 2021 • Rambus Inc • Semiconductors & related devices • Delaware

This SEMICONDUCTOR PATENT LICENSE AGREEMENT (“Agreement”) is effective as of December 1, 2013 (“Effective Date”) by and between Rambus Inc., a corporation duly organized and existing under the laws of Delaware, U.S.A., having its principal place of business at 1050 Enterprise Way, Suite #700, Sunnyvale, California 94089, U.S.A., (hereinafter “Rambus”) and Micron Technology, Inc., a corporation duly organized and existing under the laws of Delaware, U.S.A., having its principal place of business at 8000 S. Federal Way, Boise, Idaho 83716, U.S.A., (hereinafter “Micron”). Micron and Rambus shall be referred to herein individually as a Party, and collectively as the Parties.

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