EXHIBIT 10.18
Confidential treatment has been requested for portions of this exhibit. The copy
filed herewith omits the information subject to the confidentiality request.
Omissions are designated as [*]. A complete version of this exhibit has been
filed separately with the Securities and Exchange Commission.
License Agreement
January 6, 2003
CONFIDENTIAL
--------------------------------------------------------------------------------
REDWOOD AND YELLOWSTONE
SEMICONDUCTOR TECHNOLOGY
LICENSE AGREEMENT
BETWEEN
SONY CORPORATION
AND
RAMBUS INC.
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License Agreement
January 6, 2003
TABLE OF CONTENTS
PAGE
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SECTION 1. DEFINITIONS.........................................................2
1.1 Rambus Interface Technology........................................2
1.2 Redwood Rambus Interface Technology................................2
1.3 Yellowstone Rambus Interface Technology............................3
1.4 Technical Information..............................................3
1.5 Rambus Interface Specification.....................................3
1.6 Redwood Rambus Interface Specification.............................3
1.7 Yellowstone Rambus Interface Specification.........................3
1.8 Compatible.........................................................3
1.9 Redwood Rambus Processor...........................................4
1.10 Redwood Rambus Peripheral..........................................4
1.11 Yellowstone Rambus Processor.......................................5
1.12 Yellowstone Rambus Peripheral......................................5
1.13 [*] Product........................................................6
1.14 Broadband Engine...................................................6
1.15 Broadband Engine Derivative........................................6
1.16 Memory Hub.........................................................6
1.17 Associated Chip....................................................6
1.18 [*] Processor Chips................................................6
1.19 Compliant Portion..................................................6
1.20 Licensed Rambus ICs................................................7
1.21 Rambus Multichip Module............................................7
1.22 Rambus Board.......................................................7
1.23 Rambus System......................................................7
1.24 Rambus Intellectual Property Rights................................7
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TABLE OF CONTENTS
(continued)
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1.25 Confidential Information...........................................7
1.26 SONY Improvements..................................................7
1.27 SONY Patents.......................................................8
1.28 Applicable Licensed Product Under SONY Patents.....................8
1.29 Sell...............................................................9
1.30 Net Sales..........................................................9
1.31 Control............................................................9
1.32 Ultimate Parent Entity.............................................9
1.33 Subsidiary.........................................................9
1.34 Affiliate..........................................................9
1.35 Change of Control..................................................9
1.36 Potential Licensee................................................10
1.37 Applicable Patents................................................10
1.38 Applicable Other IP Rights........................................10
1.39 Effective Date....................................................10
SECTION 2. LICENSES...........................................................10
2.1 Manufacturing and Distribution Rights.............................10
2.2 Sublicense Rights.................................................13
2.3 Proprietary Markings..............................................15
2.4 Trademarks........................................................15
2.5 Limitations.......................................................16
2.6 SONY Patents......................................................17
2.7 Disclaimer........................................................18
2.8 Certain Obligations...............................................19
2.9 Patent License Registration.......................................19
2.10 Delivery of Technology............................................20
2.11 Covenant Not To ▇▇▇...............................................20
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TABLE OF CONTENTS
(continued)
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SECTION 3. LICENSE FEES AND ROYALTIES.........................................21
3.1 License Fee.......................................................21
3.2 Royalties.........................................................21
3.3 Payments and Accounting...........................................24
3.4 Withholding Taxes.................................................26
SECTION 4. CONFIDENTIAL INFORMATION...........................................26
4.1 Confidential Information..........................................26
4.2 Confidentiality...................................................28
4.3 Exceptions........................................................29
4.4 Additional Responsibilities.......................................30
4.5 Residuals.........................................................30
4.6 Subsidiaries......................................................30
SECTION 5. INTELLECTUAL PROPERTY OWNERSHIP AND INDEMNIFICATION................30
5.1 Ownership.........................................................30
5.2 Rambus Indemnification Disclaimer.................................31
5.3 SONY Indemnification Disclaimer...................................31
SECTION 6. LIMITATION OF LIABILITY............................................31
SECTION 7. TERM AND TERMINATION...............................................32
7.1 Term..............................................................32
7.2 Termination.......................................................32
7.3 Survival..........................................................34
SECTION 8. GOVERNING LAW, DISPUTE RESOLUTION..................................35
8.1 Governing Law.....................................................35
8.2 Dispute Resolution................................................35
SECTION 9. MISCELLANEOUS......................................................36
9.1 Announcement and Promotion........................................36
9.2 Confidentiality of Agreement......................................36
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(continued)
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9.3 Potential Licensees...............................................37
9.4 Assignment........................................................38
9.5 No Conflicts......................................................39
9.6 Authority.........................................................39
9.7 Notices...........................................................39
9.8 Electronic Transfers..............................................39
9.9 Export Controls...................................................40
9.10 Partial Invalidity................................................41
9.11 No Third Party Beneficiaries......................................41
9.12 Counterparts......................................................42
9.13 Relationship of Parties...........................................42
9.14 Modification......................................................42
9.15 Waiver............................................................42
9.16 Government Approvals..............................................42
9.17 Section Headings and Language.....................................43
9.18 Ambiguities.......................................................43
9.19 Currency..........................................................43
9.20 Entire Agreement..................................................43
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License Agreement
January 6, 2003
REDWOOD AND YELLOWSTONE
SEMICONDUCTOR TECHNOLOGY LICENSE AGREEMENT
This Redwood and Yellowstone Semiconductor Technology License Agreement
(the "Agreement") is entered into as of the Effective Date, by and between (i)
Rambus Inc., a Delaware corporation with principal offices at ▇▇▇▇ ▇▇ ▇▇▇▇▇▇
▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇.▇.▇. ("Rambus") and (ii) SONY Corporation,
a Japanese corporation with principal offices at 7-35, Kitashinagawa 6-chome,
▇▇▇▇▇▇▇▇▇-▇▇, ▇▇▇▇▇, ▇▇▇-▇▇▇▇ ▇▇▇▇▇ ("SONY") and its subsidiary Sony Computer
Entertainment Inc. a Japanese corporation with principal offices at ▇-▇ ▇▇▇▇▇▇▇
▇-▇▇▇▇▇, ▇▇▇▇▇▇-▇▇, ▇▇▇▇▇ ▇▇▇-▇▇▇▇, ▇▇▇▇▇ ("SCE").
WHEREAS, SCE has entered into a joint development agreement with [*] and
Toshiba Corporation ("Toshiba") (the "[*] Agreement"), to develop a broadband
microprocessor (designated as the "Broadband Engine") for a [*] product;
WHEREAS, Rambus has developed and is developing certain technology for the
interface between DRAMs and logic chips, designated by Rambus as "Yellowstone
Rambus Interface Technology," including memory interface, logic interface,
system expansion technology, system bus technology, bus architecture, bus
protocol, protocol digital logic and high speed signaling/clock circuitry;
WHEREAS, Rambus has developed and is developing certain technology for the
interface between logic integrated circuits, designated by Rambus as "Redwood
Rambus Interface Technology," including logic interface, system expansion
technology, system bus technology, bus architecture, and high speed
signaling/clock circuitry;
WHEREAS, together with this Agreement, Rambus, Toshiba, and SCE are
entering into a "Development Agreement" of even date herewith (the "Development
Agreement"), for Rambus' development and delivery of materials to facilitate
SCE's and Toshiba's implementation of the Redwood Rambus Interface Technology
and the Yellowstone Rambus Interface Technology;
WHEREAS, together with this Agreement, Rambus and Toshiba are entering into
a license agreement of even date herewith (the "Toshiba License Agreement") for
Rambus' license to Toshiba of portions of such Redwood technology and
Yellowstone technology for use in the manufacture and
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January 6, 2003
sale of certain logic integrated circuits proprietary to Toshiba, or proprietary
to Toshiba jointly with SCE and/or [*]; and
WHEREAS, Rambus desires to license to SONY and SCE, and SONY and SCE
desires to license from Rambus, portions of such Redwood technology and
Yellowstone technology for use in the manufacture and sale of certain logic
integrated circuits proprietary to SONY and/or SCE, or proprietary to SCE
jointly with [*] and/or Toshiba, on the terms and conditions set forth herein;
NOW, THEREFORE, IN CONSIDERATION OF THE FOREGOING AND THE MUTUAL COVENANTS
CONTAINED HEREIN, THE PARTIES AGREE AS FOLLOWS:
SECTION 1.
DEFINITIONS
For purposes of this Agreement the following terms shall have the meanings
set forth below:
1.1 Rambus Interface Technology. "Rambus Interface Technology" means all
interface technology which is owned by, developed by, used by, or licensed to
Rambus. "Rambus Interface Technology" includes all prior, current, and future
versions of this technology. As of the Effective Date, the versions of Rambus
Interface Technology include, without limitation, those designated by Rambus as
"Base," "Concurrent," "Direct," "Taos," "Yellowstone," and "Redwood."
1.2 Redwood Rambus Interface Technology. "Redwood Rambus Interface
Technology" means the following items which are owned by Rambus (or licensed to
Rambus with the right to grant sublicenses of the scope granted herein without
payment of royalties):
(a) the Rambus Interface Technology described in Exhibit A-1
hereto; and
(b) all information, inventions, technology, technical
documentation, designs (including circuit designs), materials, code, and
know-how which describe use of the Rambus Interface Technology described in
Exhibit A-1 and which Rambus provides SONY or SCE during the course of
implementing this Agreement or the Development Agreement (the "RW Technical
Information").
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January 6, 2003
1.3 Yellowstone Rambus Interface Technology. "Yellowstone Rambus Interface
Technology" means the following items which are owned by Rambus (or licensed to
Rambus with the right to grant sublicenses of the scope granted herein without
payment of royalties):
(a) the Rambus Interface Technology described in Exhibit A-2
hereto; and
(b) all information, inventions, technology, technical
documentation, designs (including circuit designs), materials, code, and
know-how which describe use of the Rambus Interface Technology described in
Exhibit A-2 and which Rambus provides SONY or SCE during the course of
implementing this Agreement or the Development Agreement (the "YS Technical
Information").
1.4 Technical Information. "Technical Information" means RW Technical
Information and/or YS Technical Information.
1.5 Rambus Interface Specification. For any version of Rambus Interface
Technology, "Rambus Interface Specification" means, at any time, the then most
current version of the interface specification for that version of Rambus
Interface Technology, as such interface specification is finalized and released
by Rambus.
1.6 Redwood Rambus Interface Specification. "Redwood Rambus Interface
Specification" means the Rambus Interface Specification for the Redwood Rambus
Interface Technology.
1.7 Yellowstone Rambus Interface Specification. "Yellowstone Rambus
Interface Specification" means the Rambus Interface Specification for the
Yellowstone Rambus Interface Technology.
1.8 Compatible. "Compatible," as applied to an integrated circuit or an
interface portion between integrated circuits, means that the integrated circuit
or interface portion both (i) is fully compliant with the applicable Rambus
Interface Specification such that the integrated circuit can communicate with
all other integrated circuits manufactured by licensees of Rambus which comply
with the same Rambus Interface Specification, and (ii) complies in all respects
with the protocol, pin function, pin sequencing, pin pitch, electrical
specifications, and mechanical specifications of the applicable Rambus Interface
Specification. A logic integrated circuit is Compatible with the Yellowstone
Rambus Interface Specification only if it satisfies the foregoing requirements
including,
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January 6, 2003
without limitation, being capable of communicating, through both the physical
layer and the logic layer, with DRAM integrated circuits Compatible with the
Yellowstone Rambus Interface Specification. In addition, notwithstanding the
foregoing, for purposes of Compatibility with the Redwood Rambus Interface
Specification under this Agreement, "protocol/logic layer" Compatibility shall
mean Compatibility with the logic layer developed by [*], Toshiba, and/or SCE.
1.9 Redwood Rambus Processor. "Redwood Rambus Processor" means each
processor having a program counter and capable of independently executing
instructions and which (i) incorporates all or part of the Redwood Rambus
Interface Technology, (ii) is defined and designed by SONY (or designed for SONY
pursuant to Section 2.1(c) below) or by Rambus for SONY, or by SCE in
conjunction with [*] and/or Toshiba, (iii) is Compatible with the Redwood Rambus
Interface Specification and is not Compatible with any later Rambus Interface
Specification (it being understood and agreed that, for this purpose, the
Yellowstone Rambus Interface Specification shall not be considered a later
Rambus Interface Specification), and (iv) except as set forth in Section 2.4
below, bears either no trademark or part number or only SONY's trademark and/or
part number. "Redwood Rambus Processor" includes, for example, microprocessors,
microcontrollers, and digital signal processors which meet the foregoing
requirements set forth in clauses (i) - (iv) above, but does not include
co-processors, graphics processors, image processors, or audio processors.
1.10 Redwood Rambus Peripheral. "Redwood Rambus Peripheral" means each
integrated circuit which does not have a principal function of memory storage,
other than a Redwood Rambus Processor, which (i) incorporates all or part of the
Redwood Rambus Interface Technology, (ii) is defined and designed by SONY (or
designed for SONY pursuant to Section 2.1(c) below) or by Rambus for SONY, or by
SCE in conjunction with [*] and/or Toshiba, (iii) is Compatible with the Redwood
Rambus Interface Specification and is not Compatible with any later Rambus
Interface Specification (it being understood and agreed that, for this purpose,
the Yellowstone Rambus Interface Specification shall not be considered a later
Rambus Interface Specification), and (iv) except as set forth in Section 2.4
below, bears either no trademark or part number or only SONY's trademark and/or
part number. "Redwood Rambus Peripheral" includes, for example, co-processors,
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January 6, 2003
graphics processors, image processors, audio processors, peripheral devices,
RAMDACs, and bus interface devices which meet the foregoing requirements set
forth in clauses (i) - (iv) above.
1.11 Yellowstone Rambus Processor. "Yellowstone Rambus Processor" means
each processor having a program counter and capable of independently executing
instructions and which (i) incorporates all or part of the Yellowstone Rambus
Interface Technology, (ii) is defined and designed by SONY (or designed for SONY
pursuant to Section 2.1(c) below) or by Rambus for SONY, or by SCE in
conjunction with [*] and/or Toshiba, (iii) is Compatible with the Yellowstone
Rambus Interface Specification and is not Compatible with any later Rambus
Interface Specification (it being understood and agreed that, for this purpose,
the Redwood Rambus Interface Specification shall not be considered a later
Rambus Interface Specification), and (iv) except as set forth in Section 2.4
below, bears either no trademark or part number or only SONY's trademark and/or
part number. "Yellowstone Rambus Processor" includes, for example,
microprocessors, microcontrollers, and digital signal processors which meet the
foregoing requirements set forth in clauses (i) - (iv) above, but does not
include co-processors, graphics processors, image processors, or audio
processors.
1.12 Yellowstone Rambus Peripheral. "Yellowstone Rambus Peripheral" means
each integrated circuit which does not have a principal function of memory
storage, other than a Yellowstone Rambus Processor, which (i) incorporates all
or part of the Yellowstone Rambus Interface Technology, (ii) is defined and
designed by SONY (or designed for SONY pursuant to Section 2.1(c) below) or by
Rambus for SONY, or by SCE in conjunction with [*] and/or Toshiba, (iii) is
Compatible with the Redwood Rambus Interface Specification and is not Compatible
with any later Rambus Interface Specification (it being understood and agreed
that, for this purpose, the Redwood Rambus Interface Specification shall not be
considered a later Rambus Interface Specification), and (iv) except as set forth
in Section 2.4 below, bears either no trademark or part number or only SONY's
trademark and/or part number. "Yellowstone Rambus Peripheral" includes, for
example, co-processors, graphics processors, image processors, audio processors,
peripheral devices, RAMDACs, and bus interface devices which meet the foregoing
requirements set forth in clauses (i) - (iv) above.
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January 6, 2003
1.13 [*] Product. "[*] Product" means a [*] product with [*] at least
similar to [*] product.
1.14 Broadband Engine. "Broadband Engine" means the [*] designed pursuant
to the [*] for use in, and which will be used in, [*] Product, but only if such
[*] is a [*] under [*] and a [*] under [*].
1.15 Broadband Engine Derivative. "Broadband Engine Derivative" means a [*]
derived from the [*] which is "[*]," i.e. is fully compliant with the [*] as
demonstrated by fully passing the [*] as set forth in [*] (for clarity, a [*] is
not [*]), but only if such [*] is a [*] under [*] and/or a [*] under [*].
1.16 Memory Hub. "Memory Hub" means a [*] the principal purpose of which is
[*], as set forth in [*], which is designed to be connected to the [*] or a [*]
and which actually can be demonstrated (e.g., demonstrated on a test board,
prototype, or actual product) to be capable of being connected to and
communicating with the [*] or a [*], and which (i) incorporates all or part of
[*], (ii) is defined and designed by [*] (or designed for [*] pursuant to [*])
or by [*] for [*], or by [*] in conjunction with [*] and/or [*], and (iii)
except as set forth in [*], bears either no [*] or [*]or [*].
1.17 Associated Chip. "Associated Chip" means [*], other than a [*] or an
[*] with a principal function of [*], which is designed to be connected to the
[*] or a [*] and which actually can be demonstrated (e.g., demonstrated on a
test board, prototype, or actual product) to be capable of being connected to
and communicating, through both the [*] (i.e., the [*] developed by [*] and/or
[*]) and the [*], with the [*] or a [*], but only if such [*] is a [*] under
[*], or a [*] under [*] and a [*] under [*] (i.e., each Associated Chip must be
a [*], but may be a [*] in addition).
1.18 [*] Processor Chips. "[*] Processor Chips" means (i) Broadband
Engines, (ii) Broadband Engine Derivatives, and (iii) Associated Chips.
1.19 Compliant Portion. "Compliant Portion" (i) for an integrated circuit
and interface portion between integrated circuits Compatible with the Redwood
Rambus Interface Specification, means and is limited to that portion of the
integrated circuit and the interface portion which provides Compatibility with
the Redwood Rambus Interface Specification, and (ii) for an integrated circuit
and interface portion between integrated circuits Compatible with the
Yellowstone Rambus Interface
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January 6, 2003
Specification, means and is limited to that portion of the integrated circuit
and the interface portion which provides Compatibility with the Yellowstone
Rambus Interface Specification.
1.20 Licensed Rambus ICs. "Licensed Rambus ICs" means and is limited to [*]
Processor Chips and Memory Hubs. It is understood and agreed that the only
portion of each Licensed Rambus IC that is licensed under this Agreement is the
Compliant Portion.
1.21 Rambus Multichip Module. "Rambus Multichip Module" means each product
incorporating any Licensed Rambus ICs on a substrate (such as silicon, ceramic
or a printed circuit board) with multiple integrated circuits attached which are
not in their own packages.
1.22 Rambus Board. "Rambus Board" means each product, other than Rambus
Multichip Modules, incorporating any Licensed Rambus ICs or Rambus Multichip
Modules in a card or other board product which adds material value to the
Licensed Rambus ICs or Rambus Multichip Modules.
1.23 Rambus System. "Rambus System" means each product incorporating any
Licensed Rambus ICs, Rambus Multichip Modules and/or Rambus Boards in a system
which adds material value to the Licensed Rambus ICs or Rambus Multichip
Modules.
1.24 Rambus Intellectual Property Rights. "Rambus Intellectual Property
Rights" means all patents, patent applications, copyrights, and other
intellectual property rights in all countries of the world which, during the
term of this Agreement, are owned by Rambus or licensed to Rambus with the right
to grant sublicenses of the scope granted herein without payment of royalties
and which are required for the implementation or use of the Redwood Rambus
Interface Technology or the Yellowstone Rambus Interface Technology for the
development, manufacture, use and/or Sale of Licensed Rambus ICs.
1.25 Confidential Information. "Confidential Information" has the meaning
set forth in Section 4.1 below.
1.26 SONY Improvements. "SONY Improvements" means all upgrades,
enhancements, improvements or other derivatives of Redwood Rambus Interface
Technology and/or Yellowstone Rambus Interface Technology which have been or are
made, acquired or licensed by SONY or SONY Subsidiaries.
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1.27 SONY Patents. "SONY Patents" means all patents, patent applications
and other patent rights (including utility models) in all countries of the world
issued or issuing on patent or utility model applications which are entitled to
an effective filing date on or before the date of termination of this Agreement
(i.e., prior to expiration of this Agreement or termination of this Agreement as
to both SONY and SCE) (and all foreign counterparts thereof), which at any time
during the term of this Agreement (i.e., prior to expiration of this Agreement
or termination of this Agreement as to both SONY and SCE), are or were owned
(solely, or jointly with third parties but subject to the consent of such third
party joint owners where such consent is required for SONY to grant the license
in Section 2.6 below) by SONY or SONY Subsidiaries (or are or were licensed to
SONY or SONY Subsidiaries with the right to grant sublicenses of the scope
granted herein without payment of royalties (except for payments between SONY
and Affiliates of SONY, and payments to third parties for inventions made by
said third parties while employed by SONY, or any of its Subsidiaries)).
1.28 Applicable Licensed Product Under SONY Patents. "Applicable Licensed
Product Under SONY Patents" means any product the manufacture, use, or sale of
which would, if not authorized, infringe a claim of a SONY Patent, which claim
is infringed by:
(i) the implementation or use of any Rambus Interface
Technology, any Rambus Interface Specification, or any SONY Improvement, or
(ii) any apparatus required by any Rambus Interface
Technology, any Rambus Interface Specification, or any SONY Improvement; where
such infringement would not have occurred but for the implementation or use of
such Rambus Interface Technology, Rambus Interface Specification, or SONY
Improvement, and where such infringement either:
(a) could not have been avoided by another commercially
reasonable implementation or use of such Rambus Interface Technology, Rambus
Interface Specification, or SONY Improvement, or
(b) resulted from implementation or use of an example included in
any Rambus Interface Technology, any Rambus Interface Specification, or any SONY
Improvement.
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1.29 Sell. To "Sell" a product or item means to sell, lease, or otherwise
transfer or dispose of the product or item, either to a third party or by
internal transfer of the product or item from a company to any other business
unit or division within such company, or to commence internal productive use
thereof ("Sold," "Sale," and other forms of "Sell" shall have the same meaning).
1.30 Net Sales. "Net Sales" means the gross sales amount invoiced or
otherwise charged to customers of SONY or its Subsidiaries for all Licensed
Rambus ICs, other than [*] Processor Chips subject to Section 3.2(a)(i)(A), less
amounts invoiced for returned goods for which a refund is given, less separately
stated charges for insurance, handling, duty, freight and taxes where such items
are included in the invoiced price.
1.31 Control. "Control" (including "Controlled" and other forms) of an
entity means (i) either (A) beneficial ownership (whether direct, or indirect
through controlled entities or other means) of more than fifty percent (50%) of
the outstanding voting securities of that entity or (B) in the case of an entity
that has no outstanding voting securities, having the right to more than fifty
percent (50%) of the profits of the entity, or having the right in the event of
dissolution to more than fifty percent (50%) of the assets of the entity; or
(ii) having the contractual power presently to designate more than fifty percent
(50%) of the directors of a corporation, or in the case of unincorporated
entities, of individuals exercising similar functions. (By way of example only,
a company has indirect Control of a Subsidiary of its Subsidiary).
1.32 Ultimate Parent Entity. "Ultimate Parent Entity" means an entity which
is not Controlled by any other entity. SONY represents and warrants that, as of
the Effective Date, it is an Ultimate Parent Entity.
1.33 Subsidiary. "Subsidiary" of an entity ("Parent") shall mean each
entity Controlled by the Parent, but only so long as such Control exists.
1.34 Affiliate. "Affiliate" of an entity means each entity which Controls,
is Controlled by, or is under common Control with that entity, but only so long
as such Control exists.
1.35 Change of Control. "Change of Control" of an entity means any
transaction or series of transactions in which that entity becomes a Subsidiary
of, or otherwise Controlled by, another entity.
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1.36 Potential Licensee. "Potential Licensee" means a company licensed by
SONY, Toshiba, or [*] to manufacture and sell Broadband Engines and/or Broadband
Engine Derivatives.
1.37 Applicable Patents. "Applicable Patents" means all patents, patent
applications and other patent rights (including utility models, and excluding
design patents or applications) in all countries of the world issued or issuing
on patent or utility model applications which are entitled to an effective
filing date on or before [*], which are owned by SONY or SONY Subsidiaries or
which SONY or SONY Subsidiaries otherwise have the right to enforce (and all
foreign counterparts of such patents, applications, and patent rights).
1.38 Applicable Other IP Rights. "Applicable Other IP Rights" means all
trade secret rights and other intellectual property or proprietary rights owned
by SONY or SCE or under which SONY or SCE has the right to grant licenses
without the payment of a royalty to a third party (other than payments to third
parties for inventions made while employees of SONY or SCE, or to Affiliates)
existing as of and after the Effective Date, and prior to the termination or
expiration of the Development Agreement (including any extension or renewal
thereof), but only to the extent that such rights cover information disclosed
and/or materials delivered to Rambus by SCE under the "MULTI-PARTY NONDISCLOSURE
AGREEMENT" among SCE, Toshiba and Rambus, dated May 6, 1998 and/or delivered or
disclosed to Rambus under the Development Agreement, provided that "Applicable
Other IP Rights" does not include (i) patents (and, for clarity, Applicable
Patents), or (ii) rights in trademarks, service marks, or other company,
product, or service identifiers. For purposes of this Section 1.38, "SONY and
SCE" also includes SONY's and SCE's Subsidiaries.
1.39 Effective Date. "Effective Date" means the date of signing by the
second party to sign this Agreement, provided that if within fifteen (15) days
after the first party signs this Agreement, the other party has not signed this
Agreement, the first party's signature shall become void unless otherwise agreed
in writing.
SECTION 2.
LICENSES
2.1 Manufacturing and Distribution Rights.
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January 6, 2003
(a) Commencing on the Effective Date and subject to the terms and
conditions of this Agreement, Rambus hereby grants to SONY a worldwide,
nonexclusive, nontransferable license, under the Rambus Intellectual Property
Rights, (i) to design, have designed (subject to Section 2.1(c) below), make,
have made (i.e., the Compliant Portion thereof, and subject to Section 2.1(b)
below), use, import, offer to Sell, and Sell Licensed Rambus ICs (i.e., the
Compliant Portion thereof, and subject to Sections 2.1(d) and 2.5 below), alone
or incorporated into Rambus Multichip Modules, Rambus Boards, and Rambus
Systems, and (ii) to reproduce and modify the Technical Information in
connection with the exercise of rights under the preceding clause (i), provided
that SONY is granted no right to, and SONY agrees that it shall not, Sell
Licensed Rambus ICs or Rambus Multichip Modules to any Semiconductor Company (as
defined hereinbelow) for reSale of the Licensed Rambus IC or Rambus Multichip
Module by the Semiconductor Company as an integrated circuit or Rambus Multichip
Module. For this purpose, a "Semiconductor Company" shall mean any company that
designs integrated circuits or sells integrated circuits under its own name,
▇▇▇▇, or part number (or a name or ▇▇▇▇ licensed to it), and its Affiliates,
other than any company licensed by Rambus, or properly sublicensed by a Rambus
licensee, to manufacture and sell the equivalent applicable type of integrated
circuit (i.e., processors or peripherals) Compatible with the Redwood Rambus
Interface Specification or Yellowstone Rambus Interface Specification, as
applicable. In the event that SONY wishes to Sell Licensed Rambus ICs to a
Semiconductor Company for reSale by the Semiconductor Company as a Rambus
Multichip Module, and only with substantial value added thereto (by
Semiconductor Company), then upon request of SONY, Rambus agrees to discuss in
good faith, on a case by case basis, the possible extension of the license
granted to SONY hereunder to include such Sales of that Rambus Multichip Module
to that Semiconductor Company.
(b) SONY shall have the right to subcontract manufacturing of all
or part of Licensed Rambus ICs provided that (i) subcontractors receive only
mask sets, data bases and any documents and data necessary to manufacture and/or
test integrated circuits, (ii) each subcontractor agrees in writing not to use
any Rambus Interface Technology received from SONY for any purpose other than
such subcontract manufacturing for SONY, and (iii) SONY shall be responsible for
any misuse of any Rambus Interface Technology by its subcontractors, unless
Rambus is a direct party or
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License Agreement
January 6, 2003
designated as an intended third party beneficiary to a nondisclosure agreement
with the subcontractor, entitled to enforce it against the subcontractor.
Nothing herein shall be deemed to grant SONY subcontractors any license under
any Rambus Interface Technology except for performing subcontract manufacturing
for SONY as provided herein.
(c) SONY shall have the right to subcontract the design of
Licensed Rambus ICs provided that (i) subcontractors receive no Technical
Information other than the Redwood RAC GDSII or the Yellowstone RAC GDSII, and
the associated timing model(s) for the RAC to core logic interface, (ii) the
subcontractor may not modify the Redwood RAC GDSII or the Yellowstone RAC GDSII,
(iii) SONY enters into a nondisclosure agreement with the subcontractor, at
least as protective as Section 4 below, (iv) each subcontractor agrees in
writing not to use any Rambus Interface Technology for any purpose other than
such subcontractor design for SONY, and (v) SONY shall be responsible for any
misuse of any Rambus Interface Technology by its subcontractors, unless Rambus
is a direct party to a nondisclosure agreement with the subcontractor or is
designated as an intended third party beneficiary to the nondisclosure agreement
with the subcontractor, entitled to enforce it against the subcontractor.
Nothing herein shall be deemed to grant SONY subcontractors any license under
any Rambus Interface Technology except for performing subcontract design for
SONY as provided herein.
(d) This license is limited to (i) implementation and use of the
Yellowstone Rambus Interface Technology, under the Rambus Intellectual Property
Rights required for the implementation or use of the Yellowstone Rambus
Interface Technology for the development, manufacture, use and/or Sale of
Licensed Rambus ICs Compatible with the Yellowstone Rambus Interface
Specification ("Yellowstone Rambus ICs"), in the Compliant portion of
Yellowstone Rambus ICs, and only to provide such Compatibility and for no other
function or interface protocol, and (ii) implementation and use of the Redwood
Rambus Interface Technology, under the Rambus Intellectual Property Rights
required for the implementation or use of the Redwood Rambus Interface
Technology for the development, manufacture, use and/or Sale of Licensed Rambus
ICs Compatible with the Redwood Rambus Interface Specification ("Redwood Rambus
ICs"), in the Compliant portion of Redwood Rambus ICs, and only to provide such
Compatibility and for no
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January 6, 2003
other function or interface protocol. Notwithstanding any other provision of
this Agreement, no license (express, implied, or otherwise) is granted for the
use of any Rambus intellectual property rights with respect to any other portion
(i.e., any portion other than the Compliant portion as set forth in the
preceding clauses (i) and (ii)), function, or interface protocol of any Licensed
Rambus IC or any other integrated circuit, module, board, or system. SONY agrees
not to use Rambus Interface Technology except as authorized in this Agreement or
in other agreements between Rambus and SONY.
(e) For the avoidance of doubt, this Agreement does not apply to
any interface (other than the Compliant Portion of a Redwood interface and a
Yellowstone interface) on a Licensed Rambus IC, including, without limitation,
any DDR interface or DDRII interface, provided however, that this Section 2.1(e)
shall not be read to imply whether such a license is or is not otherwise needed.
(f) The license granted to SONY pursuant to this Agreement to
make, to have made, and Sell Licensed Rambus ICs, shall not be effective until
Rambus has received all amounts payable under Section 3.1 of this Agreement.
2.2 Sublicense Rights.
(a) SONY and SCE shall have the right to grant sublicenses of the
rights granted in Section 2.1 above only to Subsidiaries of SONY or SCE,
respectively, provided that (i) SONY and SCE shall cause each respective
Subsidiary to agree to be bound by the terms and conditions of this Agreement,
excluding the provisions of this paragraph, and (ii) such sublicense will
terminate upon termination of this Agreement for any reason, or upon the
company's ceasing to be a SONY Subsidiary, whichever occurs first. The terms and
conditions of this Agreement shall apply to SCE as though "SCE" were substituted
for "SONY" in this Agreement. SONY shall itself pay royalties accrued by
sublicensed Subsidiaries other than SCE and its Subsidiaries; SCE shall pay its
own accrued royalties based on Sales by SCE and its Subsidiaries. SONY and SCE
shall be responsible for the performance by each respective Subsidiary of all
obligations contained herein. For the avoidance of doubt, SONY Corporation is
not responsible for the performance by SCE and its Subsidiaries, which is the
sole responsibility of SCE.
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January 6, 2003
(b) On written notice to Rambus, SCE shall be entitled to
sublicense to [*] the license to SCE in this Section 2, provided that such right
to sublicense shall be conditioned on SCE's entering into a written sublicense
agreement with [*] in exactly the form attached hereto as Exhibit H (the
"Sublicense Agreement"). SCE shall provide to Rambus any such proposed
Sublicense Agreement for Rambus' prior written approval before entering into
that agreement. SCE (and SONY)shall not modify, amend, or rescind the Sublicense
Agreement without Rambus' prior written approval in each case, and in each case
only pursuant to a written document signed by SCE and [*] and approved by
Rambus. For the avoidance of doubt, [*] and SCE (and SONY) may not modify,
amend, or rescind the Sublicense Agreement without the prior written approval of
Rambus of the exact text of the modification, amendment or rescission. SCE shall
pay to Rambus, in accordance with the terms and conditions of the Sublicense
Agreement, all royalties accrued by [*] under the Sublicense Agreement for Sales
by [*] to SCE and its Subsidiaries. SCE may disclose Rambus Confidential
Information to [*] as necessary to implement the Sublicense Agreement, provided
that all such information is designated "Rambus Confidential." SCE shall use its
best efforts to ensure [*]'s full compliance with the Sublicense Agreement.
Further, within sixty (60) days after notice from Rambus that [*] is in material
breach of [*]'s obligations under the Sublicense Agreement, SCE shall so notify
[*] in writing immediately and shall terminate the Sublicense Agreement unless
[*] cures the breach as set forth in the Sublicense Agreement. If [*] fails to
cure the breach and SCE fails to terminate this Sublicense Agreement within this
sixty (60) day period, then, as Rambus' sole remedy against SCE and SONY for
such failure, (i) SCE shall indemnify and hold Rambus harmless from all
liability, damages, and losses incurred by Rambus as a result of [*] breach,
and, (ii) upon written notice to SCE from Rambus, SCE's right to sublicense [*]
shall terminate. Rambus agrees to offer to enter into a license agreement (A)
with [*] to the extent required pursuant to Section 2.10 of the Sublicense
Agreement, and (B) with Potential Licensees to the extent required pursuant to
Section 10.2 of Sublicense Agreement. Except as set forth in this Section
2.2(b), SCE and SONY shall not have any responsibility or liability of any kind
to Rambus with respect to [*] performance or non-performance of the Sublicense
Agreement.
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License Agreement
January 6, 2003
2.3 Proprietary Markings. To the extent that SONY generally marks its
own packaging or documentation with its own patent numbers covering the goods it
manufactures, SONY shall likewise ▇▇▇▇ the packaging or documentation of each
Licensed Rambus IC and Rambus Multichip Module manufactured by or for SONY with
the Rambus patent numbers which Rambus notifies SONY in writing to apply to such
Licensed Rambus IC and Rambus Multichip Module.
2.4 Trademarks.
(a) SONY shall ▇▇▇▇ all catalogues, brochures and other marketing
material used for Licensed Rambus ICs and Rambus Multichip Modules with the
marking set forth in Exhibit C, as amended by Rambus from time to time
("Trademarks"). All representations of Rambus' Trademarks that SONY 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) SONY shall be entitled, at its option, to ▇▇▇▇ each Licensed
Rambus IC semiconductor package with the Trademarks.
(c) Any use of the Trademarks by SONY shall be in accordance with
the instructions from Rambus. SONY agrees that Rambus may from time to time
revise these instructions for the purpose of protecting the standards of
performance established for Rambus' goods and services sold under the
Trademarks. At Rambus' request from time to time, SONY will provide to Rambus,
at no charge, a reasonable number of samples of any of SONY's Licensed Rambus
ICs that bear the Trademarks to enable Rambus to ensure that such Licensed
Rambus ICs are of appropriate quality. SONY will promptly remedy any failure of
its Licensed Rambus ICs bearing any Trademarks to meet the reasonable quality
standards established by Rambus for goods bearing the Trademarks.
(d) SONY shall be entitled to Sell Licensed Rambus ICs and/or
Rambus Multichip Modules to any third party ("Customer") with the Customer's
name, ▇▇▇▇, and/or part number on the Licensed Rambus IC and/or Rambus Multichip
Module ("Customer Marked Products") if, and only if, all of the Customer's
reSales of such Customer Marked Products are only as incorporated into that
Customer's Rambus Boards and/or that Customer's Rambus Systems. For the
avoidance of doubt, the license to SONY does not include, and SONY agrees that
it shall not, Sell Customer
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License Agreement
January 6, 2003
Marked Products for reSale of any Customer Marked Products as integrated
circuits or as Rambus Multichip Modules.
2.5 Limitations.
(a) No license or other right is granted, by implication,
estoppel or otherwise, to SONY or any third party, under any patents,
confidential information or other intellectual property rights now or hereafter
owned or controlled by Rambus except for the licenses and rights expressly
granted in this Agreement. SONY and its Subsidiaries shall not utilize the
Redwood Rambus Interface Technology or the Yellowstone Rambus Interface
Technology except as expressly licensed to SONY under this Agreement. In
addition, SONY is granted no right pursuant to this Agreement to manufacture or
distribute or authorize its customers to use or distribute integrated circuits
which incorporate all or part of any Rambus Interface Technology other than
Licensed Rambus ICs (i.e., the Compliant Portion thereof, and subject to
Sections 2.1(d) and this 2.5), even if such integrated circuits are incorporated
in Rambus Multichip Modules, Rambus Boards, or Rambus Systems. Nothing contained
in this Agreement shall be construed as:
(i) a warranty or representation by Rambus as to the
validity, enforceability, and/or scope of any Rambus Intellectual Property
Right;
(ii) imposing upon Rambus any obligation to institute
any suit or action for infringement of any Rambus Intellectual Property Right,
or to defend any suit or action brought by a third party which challenges or
concerns the validity, enforceability, or scope of any Rambus Intellectual
Property Right;
(iii) imposing on Rambus any obligation to file any
patent application or other intellectual property right application or
registration or to secure or maintain in force any patent or other Rambus
Intellectual Property Right; or
(iv) a warranty or representation by Rambus as to the
performance, operation or maintenance of any product of SONY manufactured, used
or sold pursuant to this Agreement.
(b) It is understood and agreed that no license to SONY or any
third party is granted pursuant to this Agreement or implied:
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License Agreement
January 6, 2003
(i) with respect to the combination of a Licensed
Rambus IC with another item (unless the other item is an integrated circuit
which is Compatible with the Redwood Rambus Interface Specification or
Yellowstone Rambus Interface Specification, as applicable to that Licensed
Rambus IC, and is manufactured and Sold pursuant to a license from Rambus (or
pursuant to an authorized sublicense from a Rambus licensee) (a "Compatible
Licensed Chip"), and only as set forth hereinbelow), or
(ii) in any case, with respect to any item with which a
Licensed Rambus IC may be combined.
No license is granted pursuant to this Agreement, nor may any license be
implied, with respect to the combination (except as set forth hereinabove with
respect to Compatible Licensed Chips) or the other item, but the Licensed Rambus
IC itself (i.e., the Compliant Portion thereof, and subject to Sections 2.1(d)
and this 2.5) is licensed as set forth in this Agreement. Further, with respect
to the combination of a Licensed Rambus IC with a Compatible Licensed Chip, the
licenses granted herein extend only to the connection between the Compliant
Portion of the Licensed Rambus IC and that portion of the Compatible Licensed
Chip. Thus, for example, SONY is not prohibited from Selling Licensed Rambus ICs
incorporated into Rambus Multichip Modules, Rambus Boards, or Rambus Systems,
but the license granted to SONY under this Agreement applies only to Compliant
Portion of the Licensed Rambus IC (as set forth in Section 2.1(d) above and the
remainder of this Agreement), or its combination with the Compliant Portion of a
Compatible Licensed Chip, but not to any other integrated circuit or
combination. In the event that an unlicensed such combination is the result of
any act and/or event of a third party (i.e., not the result of any act and/or
event of SONY or a Subsidiary of SONY), Rambus agrees not to assert any claim
against SONY or its Subsidiary for infringement relating to such third party
combination, but expressly reserves all rights against all third parties. The
foregoing agreement not to assert any claim is personal and limited to SONY and
its Subsidiaries.
2.6 SONY Patents. SONY hereby grants to Rambus a worldwide, royalty-free,
fully paid, nonexclusive license under SONY Patents to make, have made, use,
import, offer to sell, and sell or otherwise transfer Applicable Licensed
Products Under SONY Patents, provided that this license
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January 6, 2003
shall be limited to implementation or use of Rambus Interface Technology for the
interface between a logic chip and a memory chip (i.e., the interface portion
on, as well as between, such chips). Rambus shall have the right to sublicense
its rights under the SONY Patents to any or all of the other licensees of any
Rambus Interface Technology for the interface between a logic chip and a memory
chip (i.e., the interface portion on, as well as between, such chips) to the
extent such licensee has provided similar rights to Rambus with a right to
sublicense to SONY, provided that such sublicensed rights will be limited to
implementation or use of Rambus Interface Technology for such interface between
a logic chip and a memory chip. Nothing contained in this Section shall be
construed as imposing upon SONY any obligation to institute any suit or action
for infringement of any SONY Patents and/or SONY Improvement, or to defend any
suit or action brought by a third party which challenges or concerns the
validity, enforceability, or scope of any SONY intellectual property right.
In further explanation of the second sentence of this Section, SONY shall
have rights (under this Agreement) under patents of those Rambus licensees who
have granted patent sublicense rights to Rambus to the same extent SONY has
provided such rights under SONY Patents to Rambus hereunder, provided that
SONY's rights hereunder shall be limited to implementation and use as part of
Rambus Interface Technology as licensed to SONY by Rambus and no sublicense is
granted for use of such rights with respect to (i) semiconductor manufacturing
technology, and (ii) any other portion of any integrated circuit including,
without limitation, the core of a memory integrated circuit (that portion of a
memory integrated circuit other than the interfaces as detailed in Exhibit A-2
hereto).
2.7 Disclaimer. THE RAMBUS INTERFACE TECHNOLOGY, ANY DELIVERABLES, ANY
TECHNICAL INFORMATION AND ANY CONFIDENTIAL INFORMATION PROVIDED BY RAMBUS TO
SONY ARE PROVIDED AND LICENSED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS,
IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE LICENSE
GRANTED BY SONY IN SECTION 2.6 ABOVE IS GRANTED "AS IS" WITHOUT WARRANTY OF ANY
KIND, EXPRESS, IMPLIED,
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January 6, 2003
STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
2.8 Certain Obligations. SCE shall, pursuant to the Development Agreement,
incorporate the Redwood Rambus Interface Technology and Yellowstone Rambus
Interface Technology into the first processor developed pursuant to the [*]
Agreement for use in [*] Product, such that this processor is Compatible with
the Redwood Rambus Interface Specification and is Compatible with the
Yellowstone Rambus Interface Specification. SCE will use its continuous diligent
efforts to manufacture (or have manufactured), and Sell and ship, or purchase,
[*] and [*] for use, with DRAM integrated circuits Compatible with the
Yellowstone Rambus Interface Specification, in [*] Product, until at least three
(3) years after first shipment of an engineering sample of the first [*].
Rambus' exclusive remedy under this Agreement for SCE's breach of this section
shall be termination of this Agreement under Section 7.2(a) below.
2.9 Patent License Registration.
(a) SONY shall have the right, during the term of each applicable
Rambus patent licensed to SONY under Section 2.1 herein ("Licensed Patents"), to
register such license to the applicable authorities (such as the Patent and
Trademark Office) of the country where such Licensed Patent is issued, but only
if registration is reasonably desirable, by outside local counsel's opinion
retained by SONY, for securing the license granted to SONY hereunder against the
successors, assignees or other licensees of such Licensed Patent. At SONY's
request, Rambus shall provide necessary assistance to SONY, at SONY's expense,
to effect such registration.
(b) For the purpose of such registration of SONY's non-exclusive
license under Licensed Patents to the Japanese Patent Office, Rambus represents
and warrants that, as of the date of Rambus' execution of this Agreement,
Exhibit F is the exclusive list of the Japanese patents and publicly available
Japanese patent applications owned by Rambus which are the subject of Rambus
Intellectual Property Rights licensed to SONY hereunder. Rambus shall,
approximately every six (6) months, update the list in Exhibit F and so notify
SONY so that the above representation and warranty will be satisfied as of the
date of such notice. Unless and until Rambus transfers or assigns a Licensed
Patent to a third party, however, Rambus' exclusive liability and obligation,
and SONY's
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January 6, 2003
sole remedy, arising out of this representation, warranty, and update obligation
shall be to correct Exhibit F. At the request of SONY, Rambus shall execute
necessary documents supplied by SONY (together with English translations
thereof) for SONY to register in Japan the non-exclusive license granted to SONY
under this Agreement, in accordance with the then most updated Exhibit F.
2.10 Delivery of Technology. Within thirty (30) days after the Effective
Date, Rambus shall provide to SCE the Redwood Rambus Interface Technology and
Yellowstone Rambus Interface Technology specified in Exhibit G hereto.
2.11 Covenant Not To ▇▇▇.
(a) On its own behalf, and on behalf of its Subsidiaries, SONY
covenants and agrees that neither SONY nor its Subsidiaries will ▇▇▇ ▇▇▇▇▇▇ or
its Subsidiaries for:
(i) inducing infringement of and/or contributorily
infringing, or similar acts with respect to, one or more claims of any
Applicable Patents where such infringement results from the development,
delivery, license, use, or implementation of Redwood Rambus Interface Technology
(including improvements and successors) or Yellowstone Rambus Interface
Technology (including improvements and successors) by Rambus or its
Subsidiaries, or any Rambus licensee or other third party, but, for clarity, not
including the manufacture or Sale of integrated circuits by Rambus or its
Subsidiaries; and/or
(ii) directly infringing or misappropriating any
Applicable Other IP Rights, where such infringement or misappropriation results
from the development, delivery, license, use, implementation, or other
exploitation Redwood Rambus Interface Technology (including improvements and
successors) or Yellowstone Rambus Interface Technology (including improvements
and successors) by Rambus, its Subsidiaries, or any Rambus licensee or other
third party, but, for clarity, not including the manufacture or Sale of
integrated circuits by Rambus or its Subsidiaries.
(b) SONY, on behalf of itself and its Subsidiaries, represents
and warrants that any sale of, assignment of or other transfer of rights which
would enable a third party to enforce any Applicable Patent (or portion thereof)
or any Applicable Other IP Right (or portion thereof) shall be effected subject
to Rambus' rights under this Section 2.11.
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January 6, 2003
(c) Nothing in this Section 2.11 shall affect SONY's or its
Subsidiaries' rights against any person or entity other than Rambus or its
Subsidiaries.
SECTION 3.
LICENSE FEES AND ROYALTIES
3.1 License Fee. Within thirty (30) days after the Effective Date, SCE
shall pay to Rambus by electronic transfer a nonrefundable Redwood Rambus
Interface Technology/ Yellowstone Rambus Interface Technology license fee of [*]
dollars (U.S. $[*]). This license fee shall not be recoupable against any
royalty or other payment owed by SCE or SONY.
3.2 Royalties.
(a) Royalty Rate.
(i) (A) Except as set forth in Section 3.2(a)(i)(B) below,
the following royalty shall apply to Sales of [*] Processor Chips: Upon each
Sale by SONY or its Subsidiaries (except for SCE, which shall itself pay
royalties as set forth herein with respect to SCE and its Subsidiaries' Sales)
of [*] Processor Chips other than to Rambus and/or its Subsidiaries, for the
Compliant Portion thereof SONY shall pay to Rambus, by electronic transfer, the
following royalty:
Total [*] Processor Chip Units Sold Royalty Per [*] Processor Chip
-------------------------------------------------- ------------------------------
First [*] units (as set forth below) US $[*]
All additional units (as set forth below) US $[*]
provided that SONY's and SCE's [*] Processor Chip Sales volume will be
aggregated with Toshiba's and, if applicable, SCE's sublicensee's, Sales volume
of equivalent integrated circuits Sold pursuant to a Yellowstone Rambus
Interface Technology or Redwood Rambus Interface Technology license from Rambus,
as determined by Rambus using SONY's, SCE's, Toshiba's, and, if applicable,
SCE's sublicensee's, royalty reports, such that this royalty will reduce from
$[*] per unit to $[*] per unit for Sales in the first calendar quarter after the
calendar quarter in which such companies' aggregate such Sales volume reaches
[*] units. For the avoidance of doubt, it is understood and agreed that only one
such [*] or [*] (as applicable) royalty as provided hereunder is
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January 6, 2003
payable (under this Agreement, the Toshiba License Agreement, and any sublicense
properly granted by SCE under this Agreement) by SONY, SCE's sublicensee, SCE,
or Toshiba, as applicable, for the Compliant Portion(s) of each [*] Processor
Chip unit and that no additional royalty is due or payable by SONY under this
Agreement for the use of the Compliant Portion(s) of such [*] Processor Chip
unit to implement the Redwood interface and/or the Yellowstone interface.
(B) If by [*] SCE has not yet [*] Product [*], then for
Sales during each calendar quarter commencing with the second calendar quarter
of [*] and until the calendar quarter immediately following the calendar quarter
in which [*] Product [*], then, in lieu of the [*] which was granted in
expectation of [*] Product, the following royalty shall apply to Sales of [*]
Processor Chips: Upon each Sale by SONY or its Subsidiaries (except for SCE,
which shall itself pay royalties as set forth herein with respect to SCE and its
Subsidiaries' Sales) of [*] Processor Chips other than to Rambus and/or its
Subsidiaries, for the Compliant Portion thereof SONY shall pay to Rambus, by
electronic transfer, (I) for Sales of [*] Processor Chips Compatible with the
Redwood Rambus Interface Specification, a royalty equal to [*] percent ([*]%) of
Net Sales, and (II) for Sales of [*] Processor Chips Compatible with the
Yellowstone Rambus Interface Specification, a royalty equal to [*] percent
([*]%) of Net Sales. For the avoidance of doubt, it is understood and agreed
that only one such [*]% or [*]% royalty (as applicable) as provided hereunder is
payable (under this Agreement, the Toshiba License Agreement, and any sublicense
properly granted by SCE under this Agreement) by SONY, SCE, SCE's sublicensee,
or Toshiba, as applicable, for the Compliant Portion(s) of each [*] Processor
Chip unit and that no additional royalty is due or payable by SONY under this
Agreement for the use of the Compliant Portion(s) of such [*] Processor Chip
unit to implement the Redwood interface and/or the Yellowstone interface.
(ii) Upon each Sale by SONY or its Subsidiaries (except
for SCE, which shall itself pay royalties as set forth herein with respect to
SCE and its Subsidiaries' Sales) of Memory Hubs, for the Compliant Portion
thereof SONY shall pay to Rambus, by electronic transfer, a royalty equal to [*]
percent ([*]%) of Net Sales, provided that for each Memory Hub unit such royalty
under this Agreement shall be no less than [*] (U.S.$ [*]) ("Floor"), and no
more than [*]
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January 6, 2003
(U.S.$ [*]) ("Ceiling"). For the avoidance of doubt, it is understood and agreed
that only one such [*]% royalty (subject to the above Floor and Ceiling) as
provided hereunder is payable (under this Agreement, the Toshiba License
Agreement, and any sublicense properly granted by SCE under this Agreement) by
SONY, SCE, SCE's sublicensee, or Toshiba, as applicable, for the Compliant
Portion(s) of each Memory Hub unit and that no additional royalty is due or
payable by SONY under this Agreement for the use of the Compliant Portion(s) of
such Memory Hub unit to implement the Redwood interface and/or the Yellowstone
interface.
(iii) Notwithstanding any other provision of this
Agreement, at any time, for Sales of Licensed Rambus ICs that include more than
one interface, technology, or rights otherwise licensed to SONY or SCE by Rambus
under this Agreement and any then existing other agreement(s) between SONY or
SCE and Rambus, the royalty payable to Rambus by SONY and SCE for such Licensed
Rambus ICs shall be the highest royalty payable under this Agreement and any
such other agreements, but shall not be the sum of all such applicable
royalties, provided that the royalty under this Agreement for a Memory Hub that
is also a Yellowstone Rambus Peripheral shall be the royalty specified in
Section 3.2(a)(ii) above (and, if subject to Section 3.2(a)(i)(B) above, not
[*]% of Net Sales, nor [*]% of Net Sales plus the royalty specified in Section
3.2(a)(ii) above).
Sections 3.2(b), 3.2(c) and 3.2(d) below shall apply only to Memory Hubs,
and to [*] Processor Chips, if any, subject to Section 3.2(a)(i)(B) above.
(b) Modules, Boards, and Systems. During each quarter "Net Sales"
for each Licensed Rambus IC incorporated into an Rambus Multichip Module, Rambus
Board, or Rambus System by or for SONY shall be calculated based on the average
gross selling price earned by SONY during such quarter on Sales of that Licensed
Rambus IC as components to unaffiliated customers in arms length sales. If there
are no such Sales, then the parties shall use such average gross selling price
of Compatible (with the Redwood Rambus Interface Specification or Yellowstone
Rambus Interface Specification, as applicable) integrated circuits with similar
functionality as shown in the Rambus royalty report for the most recent
preceding quarter in which there were such Sales. If there are no such similar
Sales of Compatible integrated circuits, then as a condition of SONY's continued
Sales of such Licensed Rambus ICs, the parties shall negotiate an appropriate
royalty base
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for those Licensed Rambus ICs. Such royalties shall be due upon the internal
transfer of the Licensed Rambus IC for such incorporation.
(c) Nonmarket Disposition. In the event that Licensed Rambus ICs
are Sold in circumstances in which the selling price is established on other
than an arms length basis, "Net Sales" for each such Licensed Rambus IC shall be
calculated based on the volume of such Licensed Rambus IC multiplied by the
average gross selling price earned by SONY during such quarter on Sales of that
Licensed Rambus IC to unaffiliated customers in arms length Sales. If there are
no such Sales, then the parties shall use such average gross selling price of
Compatible (with the Redwood Rambus Interface Specification or Yellowstone
Rambus Interface Specification, as applicable) integrated circuits with similar
functionality as shown in the Rambus royalty report for the most recent
preceding quarter in which there were such Sales. If there are no such similar
Sales of Compatible integrated circuits, then as a condition of SONY's continued
Sales of such Licensed Rambus ICs, the parties shall negotiate an appropriate
royalty base for those Licensed Rambus ICs.
(d) Finished Products. SONY understands and agrees that royalties
are to be paid hereunder for, and the royalty rates specified herein are based
upon, Net Sales of Licensed Rambus ICs in finished product form. If SONY Sells
Licensed Rambus ICs in unfinished form (e.g., as processed wafers, unpackaged
products, or otherwise requiring additional work), then "Net Sales" for each
such Licensed Rambus IC shall be calculated based on the volume of such Licensed
Rambus IC multiplied by the average gross selling price earned by SONY during
such quarter on Sales of that Licensed Rambus IC, in finished product form, to
unaffiliated customers in arms length Sales. If there are no such Sales, then
the parties shall use the average gross selling price of finished Compatible
(with the Redwood Rambus Interface Specification or Yellowstone Rambus Interface
Specification, as applicable) integrated circuits with similar functionality as
shown in the Rambus royalty report for the most recent preceding quarter in
which there were such Sales. If there are no such similar Sales of Compatible
integrated circuits, then as a condition of SONY's continued Sales of such
Licensed Rambus ICs, the parties shall negotiate an appropriate royalty base for
those Licensed Rambus ICs.
3.3 Payments and Accounting.
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(a) Records and Audits. With respect to the royalties set forth
herein, SONY shall keep complete and accurate records as necessary to support
the information required by the statement referenced in Section 3.3(b) below.
These records shall be retained for a period of at least three (3) years from
the date of payment, notwithstanding the expiration or other termination of this
Agreement. Rambus shall be entitled to have a recognized independent accounting
firm (subject to SONY's prior written approval, which shall not be unreasonably
withheld or delayed, provided that each of the "Big Four" accounting firms (and
their successors) shall be deemed approved) examine and audit, not more than
once in any calendar year except as set forth below, and during normal business
hours, all such records and such other records and accounts as may contain,
under recognized accounting practices, information bearing upon the amount of
royalties payable to Rambus under this Agreement, provided that (i) such audit
shall be conducted following reasonable prior written notice (at least
forty-five (45) business days in advance), and (ii) such accounting firm shall
not be hired on a contingent fee basis and shall have confidentiality agreements
in place sufficient to protect SONY's Confidential Information. Prompt
adjustment shall be made by SONY to compensate for any errors and/or omissions
disclosed by such examination or audit which result in an underpayment of
royalties hereunder, together with interest thereon from the date the payment
was due at the annual rate of the then current prime rate plus two percent (2%)
(or, if less, the maximum allowed by applicable law). Should the amount of any
such error and/or omission exceed five percent (5%) of the total royalties due
for the period under audit, then upon request by Rambus, SONY shall pay for the
cost of the audit. Otherwise, Rambus is solely responsible for the costs of any
audit. In the event an examination or audit reveals such an error/omission, of
greater than five percent (5%) of the total royalties due for the period under
audit, then Rambus shall be entitled to one additional audit, pursuant to the
terms of this provision, during that same calendar year. In the event an audit
reveals an overpayment by SONY, then said amount shall be credited against the
next royalty payment to be made by SONY. Rambus shall provide SONY with a copy
of any report prepared by the accounting firm within five (5) days of receipt of
the same.
(b) Reports and Payment Terms. (i) Within sixty (60) days after
the end of each calendar quarter, SONY shall furnish to Rambus a statement, in
the form attached as Exhibit D
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hereto, showing Sales and the number of units Sold for each product subject to
royalties which were Sold during such quarter, and the amount of royalty payable
thereon. If no products subject to royalty have been Sold, that fact shall be
shown on such statement. Also, within such sixty (60) day period SONY shall pay
to Rambus by electronic transfer to the bank account specified in Section 9.8 or
otherwise designated by Rambus in writing the royalties payable hereunder for
such quarter. All royalty and other payments to Rambus hereunder shall be in
United States dollars. Royalties based on Sales in other currencies shall be
converted to United States dollars according to the exchange rate published by
the Bank of Tokyo Mitsubishi prevailing on the date of payment.
(ii) In addition, SONY shall designate an appropriate
SONY contact person, to whom Rambus shall have reasonable access, on a quarterly
basis, to discuss SONY's expected Licensed Rambus IC Sales for each of the
following four (4) quarters. Any such information provided to Rambus shall be
nonbinding, shall be SONY Confidential Information, and shall be used by Rambus
only for its internal use.
3.4 Withholding Taxes. In the event the Japanese government imposes any
withholding tax upon any payment due to Rambus hereunder, such tax shall be
borne by Rambus. SONY agrees to assist Rambus in any intervention necessary to
exempt payments such as development fees from tax, and SONY agrees to make all
necessary filings, and take such other actions, as are necessary to minimize the
tax rate. SONY shall withhold the amount of any such taxes levied on such
payments by the Japanese government, shall promptly effect payment of the taxes
so withheld to the Japanese tax office, and promptly send to Rambus the official
certificate of such payment to enable Rambus to support a claim for a foreign
tax credit with respect to any such taxes so withheld and paid against income
taxes which may be levied by the United States government. SONY shall promptly
provide Rambus with copies of tax receipts showing that any such required
payments have been made.
SECTION 4.
CONFIDENTIAL INFORMATION
4.1 Confidential Information. The term "Confidential Information" shall
mean any information disclosed by one party to the other, pursuant to this
Agreement or otherwise, which is in
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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 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. In addition:
(i) SONY acknowledges that it may receive, from SCE,
Toshiba or [*], Rambus information similarly identified as confidential to
Rambus, and SONY agrees to treat all such information as Rambus Confidential
Information in compliance with this Section 4.
(ii) SCE acknowledges that it may receive, from SONY,
Toshiba or [*], Rambus information similarly identified as confidential to
Rambus, and SCE agrees to treat all such information as Rambus Confidential
Information in compliance with this Section 4.
(iii) SCE acknowledges that it may receive, from Rambus
or from SONY, Toshiba information similarly identified as confidential to
Toshiba, and SCE agrees to treat all such information as Toshiba confidential
information in compliance with the [*] Agreement.
(iv) SONY acknowledges that it may receive, from Rambus
or from SCE, Toshiba information similarly identified as confidential to
Toshiba, and SONY agrees to treat all such information as Toshiba confidential
information in compliance with this Section 4.
(v) SCE acknowledges that it may receive, from Rambus
or from SONY, [*] information similarly identified as confidential to [*], and
SCE agrees to treat all such information as [*] confidential information in
compliance with the [*] Agreement.
(vi) SONY acknowledges that it may receive, from Rambus
or from SCE, [*] information similarly identified as confidential to [*], and
SONY agrees to treat all such information as [*] confidential information in
compliance with this Section 4.
(vii) Rambus acknowledges that it may receive, from SCE,
Toshiba or [*], SONY information similarly identified as confidential to SONY,
and Rambus agrees to treat all such information as SONY Confidential Information
in compliance with this Section 4.
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(viii) Rambus acknowledges that it may receive, from
SONY, Toshiba or [*], SCE information similarly identified as confidential to
SCE, and Rambus agrees to treat all such information as SCE Confidential
Information in compliance with this Section 4.
(ix) Rambus acknowledges that it may receive, from SONY
or from SCE, Toshiba information similarly identified as confidential to
Toshiba, and Rambus agrees to treat all such information as Toshiba confidential
information in compliance with the Toshiba License Agreement.
(x) Rambus acknowledges that it may receive, from SONY
or from SCE, [*] information similarly identified as confidential to [*], and
Rambus agrees to treat all such information as [*] confidential information in
compliance with the November 18, 2002 "CONFIDENTIAL NONDISCLOSURE AGREEMENT"
between Rambus and [*].
4.2 Confidentiality. Each party shall treat as confidential all
Confidential Information of the other parties, shall not use such Confidential
Information except as expressly set forth herein or otherwise authorized in
writing, shall disclose Confidential Information only to those of its employees
with a need to know for the purposes of this Agreement, shall implement
reasonable procedures to prohibit the disclosure, unauthorized duplication,
misuse or removal of the other parties' Confidential Information and shall not
disclose such Confidential Information to any third party except to its properly
sublicensed sublicensees, or to Toshiba or [*] in connection with the [*]
Agreement or the Development Agreement, in each case only for the purposes of
this Agreement. Without limiting the foregoing, each of the parties shall use at
least the same procedures and degree of care which it uses to prevent the
disclosure of its own confidential information of like importance to prevent the
disclosure of Confidential Information disclosed to it by the other party under
this Agreement, but in no event less than reasonable care. Each party's
obligations pursuant to this section with respect to any particular Confidential
Information shall expire five (5) years after the first commercial availability
of a production version of the Broadband Engine ("BE FCA"), except for Rambus'
layout databases and schematics for Redwood Rambus Interface Technology and
Yellowstone Rambus Interface Technology and for SONY's and SCE's process
information, design rules, spice models, design guidelines, DRC, LVS rule files,
and layout databases and schematics for
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Licensed Rambus ICs (i.e., that portion of such layout databases and schematics
owned by SONY or SCE and excluding that portion provided by Rambus), which shall
be kept in confidence until ten (10) years after such BE FCA. SONY or SCE will
provide to Rambus prompt written notice of such BE FCA.
4.3 Exceptions. Notwithstanding the above, neither party shall have
liability to the other with regard to any Confidential Information of the other
which:
(i) was generally known and available at the time it
was disclosed or becomes generally known and available through no fault of the
receiver;
(ii) was known to the receiver, without restriction, at
the time of disclosure as shown by the files of the receiver in existence at the
time of disclosure;
(iii) is disclosed with the prior written approval of
the discloser;
(iv) was independently developed by the receiver
without any use of the Confidential Information and by employees or other agents
of the receiver who have not been exposed to the Confidential Information,
provided that the receiver can demonstrate such independent development by
documented evidence prepared contemporaneously with such independent
development;
(v) becomes known to the receiver, without
restriction, from a source other than the discloser without breach of this
Agreement by the receiver and otherwise not in violation of the discloser's
rights; or
(vi) is inherently disclosed in the use, lease, sale or
other distribution of any available product by the receiving party or any of its
Subsidiaries.
In addition, each party shall be entitled to disclose the other party's
Confidential Information to the extent such disclosure is requested by the order
or requirement of a court, administrative agency, or other governmental body;
provided, that the party required to make the disclosure shall provide prompt,
advance notice thereof to the disclosing party to enable the disclosing party to
seek a protective order or otherwise prevent such disclosure. Further, with the
prior written consent of the disclosing party, which shall not be unreasonably
withheld, each party shall have the right at any time to disclose portions of
the disclosing party's Confidential Information to its customers and
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distributors on a need-to-know basis only to the extent deemed
necessary by such party to market and sell products to such customers and
distributors, it being understood that any such consent by the disclosing party
may be limited to such disclosure under a confidentiality agreement.
4.4 Additional Responsibilities. Prior to disclosure of any Confidential
Information to each party's Subsidiaries, employees, agents and consultants,
such party must have an appropriate agreement with any such entity or person
sufficient to require the entity or person to treat Confidential Information of
the other party in accordance with this Agreement.
4.5 Residuals. Notwithstanding anything else in this Agreement, however,
each party's employees shall be entitled to use, without restriction (subject to
the above nondisclosure obligations, but not subject to the above use
restriction) or royalty and for any purpose, the other parties' Confidential
Information retained in such employees' unaided memory as a result of rightful
access to another party's Confidential Information pursuant to this Agreement,
subject only to the other parties' patents, copyrights, or mask work rights. An
employee's memory will be considered to be unaided if the employee has not
intentionally memorized the Confidential Information for the purposes of
retaining it and subsequently using or disclosing it. Nothing in this Agreement
will restrict any party's right to assign or reassign its employees, including
without limitation those who have had access to the other parties' Confidential
Information, to any project in its discretion.
4.6 Subsidiaries. "SONY", "Toshiba," "SCE" or "[*]" in Section 4.1 and 4.2
above shall include such company's Subsidiaries properly licensed under such
company's license agreement with Rambus (or, as to [*], under its sublicense
agreement with SCE) for the applicable Rambus Interface Technology.
SECTION 5.
INTELLECTUAL PROPERTY OWNERSHIP AND INDEMNIFICATION
5.1 Ownership. Subject to the licenses granted to SONY herein, Rambus
shall own all right, title and interest in the Redwood Rambus Interface
Technology and Yellowstone Rambus Interface Technology and all upgrades,
enhancements and improvements thereto made by Rambus. Subject to Rambus' right
to such underlying Rambus Interface Technology and all upgrades, enhancements
and
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improvements thereto made by Rambus, SONY shall own all right, title and
interest in SONY Improvements and all other technical information which are
provided by SONY to Rambus hereunder. The parties acknowledge and agree that (i)
there have been no joint developments with Rambus or joint inventions with
Rambus (collectively, "Joint Developments") prior to the date of this Agreement,
and (ii) the parties do not anticipate any Joint Developments pursuant to this
Agreement, and there shall be no such Joint Developments unless so agreed in
writing by the parties.
5.2 Rambus Indemnification Disclaimer. Rambus disclaims and shall have no
obligation of defense, contribution, or indemnity with respect to any actual or
alleged intellectual property infringement with respect to any Rambus Interface
Technology, Rambus Interface Specification, or arising out of this Agreement.
Rambus shall have no liability arising out of any such actual or alleged
intellectual property infringement. SONY, however, shall promptly notify Rambus,
in writing, of each such infringement claim of which SONY becomes aware, and
SONY shall cooperate with Rambus if Rambus desires to intervene in any such
infringement action against SONY.
5.3 SONY Indemnification Disclaimer. SONY disclaims and shall have no
obligation of defense, contribution, or indemnity with respect to any actual or
alleged intellectual property infringement with respect to any SONY
Improvements, or arising out of this Agreement. SONY shall have no liability
arising out of any such actual or alleged intellectual property infringement.
SECTION 6.
LIMITATION OF LIABILITY
IN NO EVENT WILL RAMBUS' LIABILITY ARISING OUT OF THIS AGREEMENT (EXCEPT
FOR BREACHES OF SECTION 4) EXCEED THE FEES AND ROYALTIES RECEIVED BY RAMBUS
HEREUNDER. EXCEPT FOR INFRINGEMENT OF THE OTHER PARTY'S INTELLECTUAL PROPERTY
RIGHTS, BREACHES BY SONY OF SECTION 2 HEREOF, OR BREACHES OF SECTION 4 HEREOF,
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
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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 7.
TERM AND TERMINATION
7.1 Term. The term of this Agreement shall commence as of the Effective
Date and, unless and until terminated hereunder, shall continue until the
expiration of the last to expire Rambus patent within the Rambus Intellectual
Property Rights.
7.2 Termination.
(a) If SCE defaults in the performance of any material obligation
hereunder, or under the Development Agreement, and if any such default is not
corrected within forty-five (45) days after SCE receives written notice thereof
from Rambus, then Rambus, at its option, may, in addition to any other remedies
it may have, terminate this Agreement as to SCE only, i.e., if this Agreement is
still in effect as to SONY, it shall continue in effect as to Rambus and SONY
only. For purposes of this section, "material default" shall include, without
limitation, the falsity of any material representation or warranty. Upon such
termination as to SCE only, all licenses granted to SCE shall terminate, and,
notwithstanding Section 2.2 or any other provision of this Agreement, SONY shall
not be permitted to sublicense any rights or licenses to SCE or SCE's
Subsidiaries (or any successor Subsidiary thereto), and any such sublicenses
previously granted by SONY, as well as any sublicenses granted by SCE, shall
terminate.
(b) If SONY defaults in the performance of any material
obligation hereunder, or under the Development Agreement, and if any such
default is not corrected within forty-five (45) days after SONY receives written
notice thereof from Rambus, then Rambus, at its option, may, in addition to any
other remedies it may have, terminate this Agreement as to SONY only, i.e., if
this Agreement is still in effect as to SCE, it shall continue in effect as to
Rambus and SCE only. For purposes of this section, "material default" shall
include, without limitation, the falsity of any material representation or
warranty. Upon such termination as to SONY only, all licenses granted to
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SONY shall terminate, and any sublicenses previously granted by SONY to its
Subsidiaries shall terminate.
(c) If Rambus defaults in the performance of any material
obligation hereunder, or under the Development Agreement, and if any such
default is not corrected within forty-five (45) days after Rambus receives
written joint written notice thereof from both of SCE and SONY, then SCE and
SONY, if they both so agree, at their option, may, in addition to any other
remedies they may have, jointly terminate this Agreement.
(d) Rambus may terminate this Agreement as to SCE only (i.e., if
this Agreement is still in effect as to SONY, it shall continue in effect as to
Rambus and SONY only) forthwith effective upon written notice to SCE in the
event that (i) SCE files a petition in bankruptcy or insolvency or becomes the
subject of any voluntary proceeding relating to bankruptcy or insolvency, or
makes a general assignment for the benefit of creditors, (ii) a receiver or
bankruptcy trustee for all or substantially all of the property of SCE has been
appointed, (iii) any voluntary proceedings for the liquidation or winding up of
SCE's business or for the termination of its corporate charter have been
instituted by SCE, (iv) SCE's board of directors passes a resolution to
dissolve, liquidate or wind up SCE's business, or (v) a third party files a
petition in bankruptcy or insolvency against SCE and that petition is not
dismissed within sixty (60) days after service of the petition on SCE. Upon such
termination as to SCE only, all licenses granted to SCE shall terminate, and,
notwithstanding Section 2.2 or any other provision of this Agreement, SONY shall
not be permitted to sublicense any rights or licenses to SCE or SCE's
Subsidiaries (or any successor Subsidiary thereto), and any such sublicenses
previously granted by SONY, as well as any sublicenses granted by SCE, shall
terminate.
(e) Rambus may terminate this Agreement as to SONY only (i.e., if
this Agreement is still in effect as to SCE, it shall continue in effect as to
Rambus and SCE only) forthwith effective upon written notice to SONY in the
event that (i) SONY files a petition in bankruptcy or insolvency or becomes the
subject of any voluntary proceeding relating to bankruptcy or insolvency, or
makes a general assignment for the benefit of creditors, (ii) a receiver or
bankruptcy trustee for all or substantially all of the property of SONY has been
appointed, (iii) any voluntary proceedings for the
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liquidation or winding up of SONY's business or for the termination of its
corporate charter have been instituted by SONY, (iv) SONY's board of directors
passes a resolution to dissolve, liquidate or wind up SONY's business, or (v) a
third party files a petition in bankruptcy or insolvency against SONY and that
petition is not dismissed within sixty (60) days after service of the petition
on SONY. Upon such termination as to SONY only, all licenses granted to SONY
shall terminate, and any sublicenses previously granted by SONY to its
Subsidiaries shall terminate.
(f) SCE and SONY, if they both so agree, may jointly terminate
this Agreement forthwith effective upon written notice to Rambus in the event
that (i) Rambus files a petition in bankruptcy or insolvency or becomes the
subject of any voluntary proceeding relating to bankruptcy or insolvency, or
makes a general assignment for the benefit of creditors, (ii) a receiver or
bankruptcy trustee for all or substantially all of the property of Rambus has
been appointed, (iii) any voluntary proceedings for the liquidation or winding
up of Rambus' business or for the termination of its corporate charter have been
instituted by Rambus (unless in connection with the sale or other transfer of
all or substantially all of Rambus' business or assets), (iv) Rambus' board of
directors passes a resolution to dissolve, liquidate or wind up Rambus' business
(unless in connection with the sale or other transfer of all or substantially
all of Rambus' business or assets), or (v) a third party files a petition in
bankruptcy or insolvency against Rambus and that petition is not dismissed
within sixty (60) days after service of the petition on Rambus.
(g) For the avoidance of doubt, neither SONY nor SCE alone may
terminate this Agreement under paragraphs (c) or (f) hereinabove.
(h) Commencing five (5) years after the Effective Date, SONY and
SCE shall be entitled to terminate this Agreement, for their convenience by
joint written notice to Rambus, on at least twelve (12) months prior written
notice to Rambus.
7.3 Survival. Except as set forth in the last sentence of this Section 7.3
with respect to expiration, upon any termination of this Agreement all licenses
and rights granted to SONY shall terminate, and SONY shall promptly destroy or
return to Rambus all of Rambus' Confidential Information and technology. In
addition, all amounts due or payable to Rambus as a result of events prior to
the date of termination or expiration of this Agreement shall remain due and
payable. The
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provisions of Sections 2.5(a), 2.5(b) (as to Licensed Rambus ICs
Sold prior to termination or expiration), 2.6 (SONY Patents), 2.7 (Disclaimer),
2.11 (Covenant Not To ▇▇▇), 3.2 (Payments and Accounting), 3.3 (Withholding
Taxes), 4 (Confidential Information), 5 (Intellectual Property Ownership and
Indemnification), 6 (Limitation of Liability), 8 (Governing Law; Dispute
Resolution), and 9 (Miscellaneous) shall survive any expiration or termination
of this Agreement for any reason. Upon expiration (but not upon any other
termination) of this Agreement, the licenses granted to SONY under Section 2
above shall survive and shall become irrevocable (except for breach of Section 2
or Section 4 above), fully paid, and royalty free. Upon termination of this
Agreement as to SONY or SCE only, this Section 7.3 shall then apply to such
party only.
SECTION 8.
GOVERNING LAW, DISPUTE RESOLUTION
8.1 Governing Law. This Agreement shall be governed by and interpreted in
accordance with the substantive laws of the State of California, U.S.A., with
the exclusion of laws on punitive, exemplary or similar damages unless a statute
requires that compensatory damages be increased in a specific manner, and
without reference to conflict of laws principles.
8.2 Dispute Resolution.
(a) Except for U.S. International Trade Commission proceedings,
all disputes and claims arising out of this Agreement shall be subject to the
exclusive jurisdiction and venue of the California state courts and the United
States District Court for the Northern District of California, and SONY agrees
and consents to the personal and exclusive jurisdiction of these courts. The
parties hereto expressly waive any right they may have to a jury trial hereunder
and agree that any proceeding under this Agreement shall be tried by a judge
without a jury.
(b) To the extent permissible under Japanese law, any judgment of
any United States court shall entitle Rambus to a corresponding Japanese
judgment and shall be enforceable against SONY in Japan with the same force and
effect as a judgment of any Japanese court of competent jurisdiction.
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SECTION 9.
MISCELLANEOUS
9.1 Announcement and Promotion. SONY and Rambus shall participate in the
following public announcements and activities, provided that the contents,
manner and timing of such public announcement shall be mutually agreed upon in
advance between both parties:
(i) SCE and Rambus will jointly issue a press release,
in the form attached hereto as Exhibit E, announcing the existence of their
relationship and this Agreement, within forty-eight (48) hours after the
Effective Date of this Agreement.
(ii) SCE will make a keynote address at each of the
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇ Rambus Developer Forums regarding SONY's
licensing of the Redwood Rambus Interface Technology and Yellowstone Rambus
Interface Technology and future plans for Licensed Rambus ICs.
(iii) SCE will participate in the first Rambus Redwood
Rambus Interface Technology product announcement in each of the following major
geographic regions: United States, Japan, and Europe; and will participate in
the first Rambus Yellowstone Rambus Interface Technology product announcement in
each of such major geographic region.
(iv) Rambus will be given, on a timely basis, the
opportunity to participate in any Broadband Engine media event or press
conference, where appropriate, as a technology partner with a speaking role at
the event/press conference, provided that the following media events and press
conferences shall be deemed so appropriate for purposes of this Section 9.1
(iv): those media events and press conferences at which system architectures or
capabilities will be discussed.
(v) If Rambus [*] and/or [*], SCE will [*] so long as
[*].
9.2 Confidentiality of Agreement. Each party agrees that, after the
announcement referenced in Section 9.1 above, each party shall be entitled to
disclose the general nature of this Agreement but that the terms and conditions
of this Agreement shall be treated as confidential information and that neither
party will disclose the terms or conditions to any third party without the prior
written consent of the other party, provided, however, that each party may
disclose the terms and conditions of this Agreement:
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(i) as required by any court or other governmental
body;
(ii) as otherwise required by law;
(iii) as otherwise may be required by applicable
securities and other law and regulation, including to legal and financial
advisors in their capacity of advising a party in such matters, provided that
Rambus will provide notice to SONY prior to any such disclosure required by the
U.S. Securities and Exchange Commission, such notice to include a copy of the
proposed disclosure, and Rambus will consider SONY's timely input with respect
to the disclosure;
(iv) in confidence, to legal counsel of the parties,
accountants, and other professional advisors;
(v) in confidence, to banks, investors and other
financing sources and their advisors;
(vi) in connection with the enforcement of this
Agreement or rights under this Agreement; or
(vii) during the course of litigation so long as the
disclosure of such terms and conditions are restricted in the same manner as is
the confidential information of other litigating parties and so long as (A) the
restrictions are embodied in a court-entered protective order limiting
disclosure to outside counsel and (B) the disclosing party informs the other
party in writing at least ten (10) business days in advance of the disclosure
and shall discuss the nature and contents of the disclosure, in good faith, with
the other party; or
(viii) in confidence, in connection with an actual or
prospective merger or acquisition or similar transaction. Notwithstanding the
foregoing, Rambus shall be entitled to disclose to third parties the terms and
conditions of Sections 2.6 (SONY Patents) and 2.11 (Covenant Not To ▇▇▇) above
and the associated definitions in Section 1 and any related Exhibits.
9.3 Potential Licensees. At SONY's written request at any time until
January 1, 2011, Rambus agrees to negotiate in good faith with any Potential
Licensee(s) specified in the written request(s), under Rambus' then current
standard terms and conditions therefor, a license, with respect to the Redwood
Rambus Interface Technology and/or the Yellowstone Rambus Interface
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License Agreement
January 6, 2003
Technology, to manufacture and Sell Broadband Engines and/or Broadband Engine
Derivatives, provided that Rambus agrees that (i) with respect to the Broadband
Engine, (A) the license fee charged by Rambus to each Potential Licensee for
such license shall not exceed [*] dollars (US $[*]) and (B) the royalty rate
charged by Rambus to each Potential Licensee for such license shall not exceed
[*] (US $[*]) per unit; provided, however, that if by [*], SCE has not yet [*]
Product [*], then during each calendar quarter commencing with the second
calendar quarter of [*] and until the calendar quarter immediately following the
calendar quarter in which [*] Product [*], the royalty rate charged by Rambus to
each Potential Licensee for such license shall not exceed [*] percent ([*]%) of
sales, and (ii) with respect to Broadband Engine Derivatives, (A) the license
fee charged by Rambus to each Potential Licensee for such license shall not
exceed [*] dollars (US $[*]), and (B) the royalty rate charged by Rambus to each
Potential Licensee for such license shall not exceed [*] percent ([*]%) of sales
for Broadband Engine Derivatives Compatible with the Redwood Rambus Interface
Specification but not Compatible with the Yellowstone Rambus Interface
Specification, and [*] percent ([*] %) of sales for Broadband Engine Derivatives
Compatible with the Yellowstone Rambus Interface Specification. Nothing in this
section shall restrict Rambus charges for development, non-recurring
engineering, or services.
9.4 Assignment. (a) Neither party may transfer, assign or delegate this
Agreement or any of its licenses, rights or duties under this Agreement, by
operation of law or otherwise, without the prior written consent of the other
party, except that Rambus may transfer and assign this Agreement to any person
or entity into which it has merged or which has otherwise succeeded to all or
substantially all of its business and assets pertaining to the technology
licensed hereunder.
(b) In the event of any such transfer or assignment or attempted
transfer or assignment by either party except as otherwise expressly permitted
hereunder, this Agreement and all rights and licenses granted to such party
shall automatically terminate. Any attempted transfer or assignment in violation
of this Section shall be void. For purposes of this section, a merger of SONY
into any third party where SONY is not, or has no Control of, the surviving
entity after such merger, or a Change of Control of SONY, shall constitute an
assignment. Notwithstanding the foregoing, (i) if SONY [*] so as to [*], then
SONY shall be entitled to [*], but only if SONY agrees
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License Agreement
January 6, 2003
in a writing reasonably acceptable to Rambus that [*]. SONY shall be responsible
for the performance [*] of all obligations contained in this Agreement. Further,
SCE shall be entitled to assign this Agreement to SONY or to a Subsidiary of
SONY in connection with a transfer of all or substantially all of SCE's business
and assets to such assignee.
(c) This Agreement shall be binding on the parties hereto and any of
their permitted successors and assigns, including any successors and assigns of
Rambus Intellectual Property Rights that are subject to the licenses granted to
SONY hereunder.
9.5 No Conflicts. Each party represents and warrants, on a continuing
basis, to the other party that (i) the execution, delivery and performance by
such party of this Agreement and each other agreement, document, or instrument
now or hereafter executed and delivered by such party pursuant thereto or in
connection herewith will not conflict with or result in any breach of, or
constitute a default under, any commitment, contract or other agreement,
instrument or undertaking to which such party is a party or by which any of its
property is bound, and (ii) such party will not enter into any such commitment,
contract or other agreement, instrument or undertaking.
9.6 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.
9.7 Notices. All notices and other communications required or permitted
hereunder shall be in writing and shall be mailed by first class air mail
(registered or certified if available), postage prepaid, or otherwise delivered
by hand, by messenger or by telecommunication, addressed to the addresses first
set forth above or at such other address furnished with a notice in the manner
set forth herein. Such notices shall be deemed to have been served when
delivered or, if delivery is not accomplished by reason of some fault of the
addressee, when tendered. All notices shall be in English.
9.8 Electronic Transfers. All payments from SONY which are required herein
to be sent to Rambus via electronic transfer shall be made in U.S. dollars via
the Federal Reserve Bank of San Francisco for the credit of:
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License Agreement
January 6, 2003
Rambus Inc., Account #[*]
[*]
[*]
[*]
[*]
9.9 Export Controls.
(a) Each party understands and acknowledges that the other party
is subject to regulation by agencies of the U.S. and Japanese 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
the parties to provide Rambus Interface Technology, technical assistance, SONY's
technical information, Confidential Information and any media in which any of
the foregoing is contained, training, technical assistance, and related
technical data (collectively, "Data") shall be subject in all respects to such
United States and Japanese 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 and/or Japan as the case may
be, 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. Each party agrees to cooperate with the other party, including
without limitation, providing required documentation, in order to obtain export
licenses or exemptions therefrom. Each party warrants that it (i) will comply in
all respects with the export and reexport restrictions set forth in the export
license (if necessary) for every item shipped to the other party, (ii) will not
use any information furnished hereunder by the other party for any purpose to
develop and/or manufacture nuclear, chemical, biological weapons and/or
missiles, and (iii) will otherwise comply with the Export Administration
Regulations or other United States or Japanese, as applicable, laws and
regulations in effect from time to time.
(b) Without in any way limiting the provisions of this Agreement,
(i) SONY agrees that unless prior written authorization is obtained from the
Bureau of Export Administration or the
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License Agreement
January 6, 2003
Export Administration Regulations explicitly permit the reexport without such
written authorization, it will not export, reexport, or transship, directly or
indirectly, any Rambus Data disclosed or provided hereunder or the direct
product of such Data to country groups D-1 or E-2 (as defined in the Export
Administration Regulations and which currently consist of Albania, Armenia,
Azerbaijan, Belarus, Bulgaria, Cambodia, China (PRC), Cuba, Estonia, Georgia,
Kazakhstan, Kyrgyzstan, Laos, Latvia, Libya, Lithuania, Moldavia, Mongolia,
North Korea, Romania, Russia, Tajikistan, Turkmanistan, Ukraine, Uzbekistan, and
Vietnam, or to Iran, Iraq, Sudan, or Syria, and (ii) each of the parties agrees
that unless prior written authorization is obtained from, as applicable, the
Bureau of Export Administration or the applicable Japanese agency, or the Export
Administration Regulations or applicable Japanese regulations, as applicable,
explicitly permit the reexport without such written authorization, it will not
export, reexport, or transship, directly or indirectly, any Data disclosed or
provided to such company or the direct product of such Data or to any other
country as to which the U.S. or Japanese government, as applicable, has placed
an embargo against the shipment of products, software, or technology which is in
effect during the term of this Agreement.
(c) Without limiting the foregoing provisions of this section,
(i) Rambus agrees to comply with U.S. export laws and regulations with respect
to Data disclosed to Rambus by SONY but originating in the U.S., and (ii) SONY
agrees to comply with Japanese export laws and regulations with respect to Data
disclosed to SONY by Rambus but originating with SONY.
9.10 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.
9.11 No Third Party Beneficiaries. This Agreement has been made and is made
solely for the benefit of Rambus, SONY, and SCE and their respective permitted
successors and permitted assigns. Nothing in this Agreement is intended to
confer any rights or remedies under or by reason of this Agreement on any person
or entity (including without limitation Toshiba and [*]) other than the parties
to this Agreement and their respective successors and permitted assigns. Nothing
in this
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License Agreement
January 6, 2003
Agreement is intended to relieve or discharge the obligation or
liability of any third person or entity to any party to this Agreement.
9.12 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.
9.13 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.
9.14 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.
9.15 Waiver. The failure of either party to enforce at any time the
provisions of this Agreement, or the failure to require at any time performance
by the other party of any of the provisions of this Agreement, shall in no way
be construed to be a present or future waiver of such provisions, nor in any way
affect the right of either party to enforce each and every such provision
thereafter. The express waiver by either party of any provision, condition or
requirement of this Agreement shall not constitute a waiver of any future
obligation to comply with such provision, condition or requirement.
9.16 Government Approvals. SONY represents and warrants 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 may be required
to transfer technical information to Rambus under this Agreement. Rambus
represents and warrants that no consent or approval with any governmental
authority in the United States is required in connection with the valid
execution and performance of this Agreement except as may be required to
transfer technical information to SONY under this Agreement. Each party shall be
responsible for any required filings of this Agreement with the Japanese (as to
SONY) or United States (as to Rambus) government agencies.
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License Agreement
January 6, 2003
9.17 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.
9.18 Ambiguities. Any rule of construction to the effect that ambiguities
are to be resolved against the drafting party shall not apply in interpreting
this Agreement.
9.19 Currency. All dollar amounts specified herein are in U.S. dollars, and
all payments pursuant to this Agreement shall be in U.S. dollars.
9.20 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 matter hereof and no agreement or understanding varying
or extending the same shall be binding upon either party hereto unless in a
written document signed by the party to be bound thereby.
IN 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.
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License Agreement
January 6, 2003
RAMBUS INC. SONY CORPORATION
By: /s/ ▇▇▇▇▇ ▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------------- -----------------------------
Name: ▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
------------------------------- ---------------------------
Title: CEO Title: SSAC President
------------------------------ --------------------------
Date: Jan. 6, 2003 Date: Jan. 6, 2003
------------------------------- ---------------------------
SONY COMPUTER ENTERTAINMENT INC.
By: /s/ ▇▇▇ ▇▇▇▇▇▇▇▇
-----------------------------
Name: ▇▇▇ ▇▇▇▇▇▇▇▇
---------------------------
Title: CEO & President
-------------------------
Date: Jan. 6, 2003
---------------------------
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License Agreement
January 6, 2003
EXHIBIT A-1
REDWOOD RAMBUS INTERFACE TECHNOLOGY
The Redwood Rambus Interface Technology is a physical and logical layer
logic-to-logic subsystem capable of transferring data up to rates of up to 5.0
Gigabits-per-second (Gbps) per signal pair. The elements of the Redwood Rambus
Interface Technology include the Logic Layer ("Redwood RLC") (not to be provided
to SONY or SCE by Rambus), Rambus Access Cells ("Redwood RACs"), the Channel,
and associated clocking.
The logic device (processor, peripheral, ASIC, etc.) contains the storage and
processing functions needed by the application (Applications Units). The
application can transmit or receive data to or from another logic device using
up to a 5.0 Gbps Rambus Channel.
Small voltage swings and unidirectional differential signaling are used on the
Redwood Rambus interface to carry all data information to/from the Redwood RACs.
Advanced CMOS circuit design techniques are used in the implementation of the
driver/receiver and clock circuitry of the Redwood Rambus interface.
The Redwood RAC is the Input/Output cell which resides on the edge of the die of
the logic device. The Redwood RAC provides the basic multiplexing/demultiplexing
functions for converting the off-chip bus with up to 5.0 Gbps data rate -to a
wider, and slower, on-chip bus. The Redwood RAC manages the physical layer of
the Rambus subsystem.
The Redwood RLC manages the logical layer of the Rambus subsystem. The Redwood
RLC sits between the Redwood RAC and the Application Unit, and provides a simple
intermediate protocol for performing read and write transactions between two
logic devices using the Redwood Rambus Interface Technology. The Redwood RLC
serves as a reference design and it may be used as is, or it may be modified for
a particular application.
The Redwood Rambus Channel is the system level interconnect necessary to
communicate at up to a 5.0 Gbps data rate between two logic chips. This includes
packaging, system PCB, and may include connector technologies.
Rambus is in development of the Redwood Rambus Interface Technology, so material
change in function or specification are possible and Rambus makes no
representation or warranty otherwise.
License Agreement
January 6, 2003
EXHIBIT A-2
YELLOWSTONE RAMBUS INTERFACE TECHNOLOGY
The Yellowstone Rambus Interface Technology is a complete memory and
chip-to-chip subsystem capable of transferring data rates initially at 3.2
Gigabit-per-second (3.2 Gbps) per signal pair. The elements of the Yellowstone
Rambus Interface Technology include the Rambus Memory Controller ("Yellowstone
RMC"), Yellowstone RAC, Channel, expansion subsystem, the interface portion of
the Yellowstone DRAMs ("Yellowstone DRAMs"), and associated clocking.
The logic device (processor, peripheral, ASIC, etc.) contains the storage and
processing functions needed by the application (Applications Units). The
application can access further storage in external Yellowstone DRAMs using a 3.2
Gbps Rambus Channel.
The Yellowstone DRAM is manufactured with standard submicron CMOS. The
Yellowstone DRAM operates with a 400MHz clock, transferring address and control
information at 800 Mbps and data at 3.2 Gbps. Small voltage swings are used on
the Yellowstone Rambus interface to carry all address, data, and control
information to/from the Yellowstone DRAMs. Differential signals are used on the
Yellowstone Rambus interface to carry data information to/from the Yellowstone
DRAMs. Advanced CMOS circuit design techniques are used in the implementation of
the driver/receiver and clock circuitry of the Yellowstone Rambus interface.
Initial applications for the Yellowstone Rambus Interface Technology include
applications with the Yellowstone DRAMs soldered on the main board (no modules
or expansion capabilities).
The Yellowstone RAC is the Input/Output cell which resides on the edge of the
die of the logic device. The Yellowstone RAC provides the basic
multiplexing/demultiplexing functions for converting the off-chip bus with the
3.2 Gbps data rate (Channel) to a wider, and slower, on-chip bus. The
Yellowstone RAC manages the physical layer of the Rambus subsystem.
The Yellowstone RMC manages the logical layer of the Rambus subsystem. The
Yellowstone RMC sits between the Yellowstone RAC and the Application Unit, and
provides a simple intermediate protocol for performing read and write
transactions to the Yellowstone DRAMs. The Yellowstone RMC also supports
interleaved transactions. The Yellowstone RMC serves as a reference design and
it may be used as is, or it may be modified for a particular application.
Rambus is in development of the Yellowstone Rambus Interface Technology, so
material change in function or specification are possible and Rambus makes no
representation or warranty otherwise.
License Agreement
January 6, 2003
EXHIBIT B
MEMORY HUB
The "Memory Hub" is a [*] (but not a [*]) for [*], which uses [*] in the [*] for
[*], or a [*], where such [*] and [*] are through the [*] incorporated into such
[*] or [*] (i.e., the portion of such [*] which provide [*] with the [*]). For
purposes of this Agreement a [*] will be deemed to be a [*], and, for purposes
of [*], the above-described [*] shall be considered the portion of the [*] that
provides [*] with the [*], notwithstanding that such [*] may not exist. It is
understood and agreed that a [*] may also be a [*].
License Agreement
January 6, 2003
EXHIBIT C
TRADEMARKS
Rambus, RDRAM, and the Rambus Logo ([GRAPHIC APPEARS HERE] or [GRAPHIC APPEARS
HERE]) are trademarks and registered trademarks of Rambus Inc. in the United
States and other countries.
The marking to be used for Licensed Rambus ICs is: [GRAPHIC APPEARS HERE]
Original logo artwork is available from the Rambus trademark department.
When using the Rambus trademarks in documentation and presentations, SONY must
follow the guidelines below:
1. The first and most obvious occurrence of each of the trademarks in text
needs to have the superscript(TM)to notify the reader of the trademark.
Subsequent occurrences in the same document do not require the (TM) symbol. This
must be done for each trademark. An example is:
The Rambus (TM) DRAM is also referred to as an RDRAM (TM) device.
2. SONY must provide notice in each document of the Rambus trademarks used and
that they are registered trademarks of Rambus Inc. This notice would typically
accompany SONY's own trademark and copyright notices. If, for example, the terms
Rambus and RDRAM are used:
Rambus and RDRAM are trademarks and registered trademarks of Rambus Inc. in
the United States and other countries.
3. When referring to Rambus as a company, as in "Rambus Inc.", the TM symbol
should not be used. All other usage of the term "Rambus" should comply with
applicable trademark laws. For example, except when it is used to refer to
Rambus as a company, the term 'Rambus" should only be used as an adjective
modifying a noun. Examples of acceptable usage are:
the Rambus (TM) Channel
the Rambus (TM) Interface
the Rambus (TM) Technology
4. The term "RDRAM" should never be used as a noun, only as an adjective
modifying a noun. Examples of acceptable usage are:
RDRAM (TM) IC
License Agreement
January 6, 2003
RDRAM (TM) chip
RDRAM (TM) memory
RDRAM (TM) device
License Agreement
January 6, 2003
EXHIBIT D
FORM OF ROYALTY REPORT
[Attached]
License Agreement
January 6, 2003
Royalty Report: Licensed Logic Products
under the Redwood and Yellowstone Semiconductor Technology License Agreement
between SONY Corporation and Rambus Inc.
Period ______________________
Redwood or Yellowstone Logic Product Unit Sales Net Sales* Royalty
--------------------------------------------------------------------------------
Broadband Engines
Broadband Engine Derivatives
Associated Chips
Memory Hubs
Total royalty payable
Less-withholding tax
Amount to be remitted
================================================================================
Note: This report is due within 60 days after the end of each quarter
* Only for products with a percentage royalty.
License Agreement
January 6, 2003
EXHIBIT E
License Agreement
January 6, 2003
PRESS RELEASE
NEWS RELEASE
RAMBUS SIGNS TECHNOLOGY LICENSE AGREEMENTS WITH
SONY, SONY COMPUTER ENTERTAINMENT AND TOSHIBA
Two new interfaces selected for logic-to-memory and logic-to-logic connectivity
LOS ALTOS, CA - January 6, 2003 - Rambus Inc. (Nasdaq:RMBS), the leader in ultra
high-speed interface technology, today announced new agreements with Sony
Corporation (Sony), Sony Computer Entertainment Inc. (SCEI) and Toshiba
Corporation (Toshiba) for the license and utilization of two new high-speed
interfaces, codenamed 'Yellowstone' and 'Redwood.' Offering unparalleled
competitive advantages, these two interfaces are expected to be utilized for
future broadband applications with 'Cell.'
The impact on Rambus' financials will be discussed during a conference call on
January 6, 2003 at 2:00 p.m. Pacific Standard Time. The specific terms of the
agreements are confidential.
Currently at 3.2GHz data rates, with a roadmap to higher performance,
'Yellowstone' is much faster than the best available DDR memories. 'Yellowstone'
offers high performance in memory signaling while optimizing system cost through
pin-count reduction and support for high volume PCBs and packages.
'Redwood', the ultra high-speed parallel interface between multiple chips,
delivers a data rate about ten times faster than the latest processor busses. It
maintains lower latency and lower power consumption than current solutions,
while keeping high productivity and cost efficiency.
"The use of Direct Rambus technology in PlayStation(R)2 was essential for its
performance," said ▇▇▇ ▇▇▇▇▇▇▇▇, president and chief executive officer of Sony
Computer Entertainment Inc. "Rambus is and will be the key player in the ultra
high-speed interface technology. This enables us to create a wide range of
applications and platforms from high-end systems to digital consumer electronics
products within Sony Group."
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License Agreement
January 6, 2003
2-2-2-2 Rambus Signs Technology License Agreements with Sony, SCEI and
Toshiba
"We recognize Rambus as the premier provider of high speed interface technology.
We have already decided to integrate Rambus' interface technology into our
next-generation high-value added DRAM, and we have now extended our partnership
to the logic interface. These technologies will support us in delivering
effective solutions to next-generation systems that require high-speed
processing of large graphics and audio data," said ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, corporate
senior vice president of Toshiba Corporation and president and chief executive
officer of Toshiba Corporation Semiconductor Company.
"We have had long and mutually beneficial relationships with Sony, Sony Computer
Entertainment and Toshiba," said ▇▇▇▇▇ ▇▇▇▇, chief executive officer at Rambus.
"Rambus' objective is to produce innovative solutions that will benefit our
semiconductor and system partners. We are pleased that our ultra high-speed
logic-to-memory and logic-to-logic solutions are key technologies to produce a
wide range of future systems."
ABOUT RAMBUS INC.
Rambus is the leading developer and marketer of breakthrough chip-to-chip
interface technology, products and solutions to the electronics industry. The
company licenses its technology in the form of interface cells that are
incorporated into high-performance memory and logic chips by 25 of the world's
top semiconductor makers. The company's interface cells and system-level
solutions are incorporated into hundreds of OEM products.
ABOUT SONY COMPUTER ENTERTAINMENT INC.
Recognized as the global leader and company responsible for the progression of
consumer-based computer entertainment, Sony Computer Entertainment Inc. (SCEI)
manufacturers, distributes and markets the PlayStation(R) game console and
PlayStation(R)2 computer entertainment system. PlayStation has revolutionized
home entertainment by introducing advanced 3D graphic processing, and
PlayStation 2 further enhances the PlayStation legacy as the core of home
networked entertainment. SCEI, along with its subsidiary divisions Sony Computer
Entertainment America Inc., Sony Computer Entertainment Europe Ltd., and Sony
Computer Entertainment Korea Inc. develops, publishes, markets and distributes
software, and manages the third party licensing programs for these two platforms
in the respective markets worldwide. Headquartered in Tokyo, Japan, Sony
Computer Entertainment Inc. is an independent business unit of the Sony Group.
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License Agreement
January 6, 2003
3-3-3-2 Rambus Signs Technology License Agreements with Sony, SCEI and
Toshiba
ABOUT TOSHIBA CORPORATION
Toshiba Corporation is a leader in information and communications systems,
electronic components, consumer products, and power systems. The company's
integration of these wide-ranging capabilities assures its position as a leading
company in semiconductors, displays and other electronic devices. Toshiba has
176,000 employees worldwide and annual sales of over US$40 billion. Visit
Toshiba's website at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇.▇▇.▇▇/▇▇▇▇▇.▇▇▇.
PlayStation is a registered trademark of Sony Computer Entertainment Inc.
This press release contains forward-looking statements. These statements are
based on current expectations, estimates and projections about the Company's
industry, management's beliefs, and certain assumptions made by the Company's
management. You can identify these and other forward-looking statements by the
use of words such as "may," "will," "should," "expects," "plans," "anticipates,"
"believes," "estimates," "predicts," "intends," "potential," "continue" or the
negative of such terms, or other comparable terminology. Forward-looking
statements also include the assumptions underlying or relating to the foregoing
statements. Actual results could differ materially from those anticipated in
these forward-looking statements as a result of various factors, including those
identified in the Company's recent filings with the Securities and Exchange
Commission, including its recently filed Form 10-Q, and also including the
uncertainty of new technologies; and the uncertainty regarding the technical and
market demands for such technologies. All forward-looking statements included in
this press release are based on information available to Rambus on the date
hereof. Rambus assumes no obligation to update any forward-looking statements.
# # #
Press Contacts:
Rambus Inc.
▇▇▇▇▇ ▇▇▇▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇
License Agreement
January 6, 2003
EXHIBIT F
JAPANESE PATENTS
Matter Title Status ▇▇▇ No. Issue Date
[*] [*] [*] [*] [*]
[*] [*] [*]
[*] [*] [*]
[*] [*] [*]
[*] [*] [*]
[*] [*] [*]
[*] [*] [*]
[*] [*] [*]
[*] [*] [*]
[*] [*] [*]
[*] [*] [*]
[*] [*] [*]
License Agreement
January 6, 2003
EXHIBIT G
DELIVERABLES
[*]
[*]
[*]
[*]
These [*] include [*] and [*] (as appropriate) [*] of the [*]. In the [*],[*]
and [*] is included. In the case of the [*] of the applicable [*], full
description of the [*] is included in addition to [*]. In the case of [*] and
[*], the [*] which represent what have been [*] in [*] and [*] manufactured to
date by [*].
License Agreement
January 6, 2003
EXHIBIT H
FORM OF SUBLICENSE AGREEMENT
[Attached]
EXHIBIT H
BROADBAND ENGINE SUBLICENSE AGREEMENT
This Broadband Engine Sublicense Agreement (the "Agreement") is entered
into as of the Effective Date, by and between Sony Computer Entertainment, Inc.,
a Japanese corporation with principal offices at ▇-▇ ▇▇▇▇▇▇▇ ▇-▇▇▇▇▇, ▇▇▇▇▇▇-▇▇,
▇▇▇▇▇ ▇▇▇-▇▇▇▇, ▇▇▇▇▇ ("SCE") and [*], a [*] corporation with offices for
purposes of this Agreement at [*].
WHEREAS, SCE and [*] have entered into a joint development agreement (the
"[*] Agreement") with Toshiba Corporation ("Toshiba"), to develop a broadband
microprocessor (designated as the "Broadband Engine") for a [*] product;
WHEREAS, SCE and its parent company, SONY Corporation, and Rambus Inc.
("Rambus") have entered into a "Redwood and Yellowstone Semiconductor Technology
License Agreement" (the "License Agreement"), with respect to certain Rambus
"Redwood" technology for the interface between logic chips and with respect to
certain Rambus "Yellowstone" technology for the interface between DRAMs and
logic chips;
WHEREAS, Rambus, Toshiba, and SCE have entered into a "Development
Agreement" (the "Development Agreement"), for Rambus' development and delivery
of materials to facilitate SCE's and Toshiba's implementation of the Redwood
Rambus Interface Technology and the Yellowstone Rambus Interface Technology;
WHEREAS, [*] and SCE intend to incorporate both Rambus' Redwood technology
and Rambus' Yellowstone technology into the Broadband Engine (i.e., in two
separate interfaces); and
WHEREAS, SCE desires to sublicense to [*], and [*] desires to sublicense
from SCE, the right to use such Redwood technology and Yellowstone technology
for the manufacture and sale of Broadband Engines and certain related integrated
circuits, on the terms and conditions set forth herein;
NOW, THEREFORE, IN CONSIDERATION OF THE FOREGOING AND THE MUTUAL COVENANTS
CONTAINED HEREIN, THE PARTIES AGREE AS FOLLOWS:
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SECTION 1.
DEFINITIONS
For purposes of this Agreement the following terms shall have the meanings
set forth below:
1.1 Rambus Interface Technology. "Rambus Interface Technology" means all
interface technology which is owned by, developed by, used by, or licensed to
Rambus. "Rambus Interface Technology" includes all prior, current, and future
versions of this technology. As of the Effective Date, the versions of Rambus
Interface Technology include, without limitation, those designated by Rambus as
"Base," "Concurrent," "Direct," "Taos," "Yellowstone," and "Redwood."
1.2 Redwood Rambus Interface Technology. "Redwood Rambus Interface
Technology" means the Rambus Interface Technology described in Exhibit A hereto,
and includes, without limitation, all Rambus Confidential Information pertaining
to the Rambus Interface Technology described in Exhibit A hereto which is
provided to [*] by SCE or Toshiba, or directly by Rambus.
1.3 Yellowstone Rambus Interface Technology. "Yellowstone Rambus Interface
Technology" means the Rambus Interface Technology described in Exhibit B hereto,
and includes, without limitation, all Rambus Confidential Information pertaining
to the Rambus Interface Technology described in Exhibit B hereto which is
provided to [*] by SCE or Toshiba, or directly by Rambus.
1.4 Rambus Interface Specification. For any version of Rambus Interface
Technology, "Rambus Interface Specification" means, at any time, the then most
current version of the interface specification for that version of Rambus
Interface Technology, as such interface specification is finalized and released
by Rambus.
1.5 Redwood Rambus Interface Specification. "Redwood Rambus Interface
Specification" means the Rambus Interface Specification for the Redwood Rambus
Interface Technology.
1.6 Yellowstone Rambus Interface Specification. "Yellowstone Rambus
Interface Specification" means the Rambus Interface Specification for the
Yellowstone Rambus Interface Technology.
1.7 Compatible. "Compatible," as applied to an integrated circuit, means
that the integrated circuit both (i) is fully compliant with the applicable
Rambus Interface Specification such that the integrated circuit can communicate
with all other integrated circuits manufactured by licensees of Rambus which
comply with the same Rambus Interface Specification, and (ii) complies in all
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respects with the protocol, pin function, pin sequencing, pin pitch, electrical
specifications, and mechanical specifications of the applicable Rambus Interface
Specification. A logic integrated circuit is Compatible with the Yellowstone
Rambus Interface Specification only if it satisfies the foregoing requirements
including, without limitation, being capable of communicating, through both the
physical layer and the logic layer, with DRAM integrated circuits Compatible
with the Yellowstone Rambus Interface Specification. In addition,
notwithstanding the foregoing, for purposes of Compatibility with the Redwood
Rambus Interface Specification under this Agreement, "protocol/logic layer"
Compatibility shall mean Compatibility with the logic layer developed by [*],
Toshiba, and/or SCE.
1.8 Redwood Rambus Processor. "Redwood Rambus Processor" means each
processor having a program counter and capable of independently executing
instructions and which (i) incorporates all or part of the Redwood Rambus
Interface Technology, (ii) is defined and designed by [*] or by Rambus for [*],
or by [*] in conjunction with SCE and/or Toshiba, (iii) is Compatible with the
Redwood Rambus Interface Specification and is not Compatible with any later
Rambus Interface Specification (it being understood and agreed that, for this
purpose, during the term of the Yellowstone Agreement the Yellowstone Rambus
Interface Specification shall not be considered a later Rambus Interface
Specification), and (iv) except as set forth in Section 2.4 below, bears either
no trademark or part number or only [*]'s trademark and/or part number. "Redwood
Rambus Processor" includes, for example, microprocessors, microcontrollers, and
digital signal processors which meet the foregoing requirements set forth in
clauses (i) - (iv) above, but does not include co-processors, graphics
processors, image processors, or audio processors.
1.9 Redwood Rambus Peripheral. "Redwood Rambus Peripheral" means each
integrated circuit which does not have a principal function of memory storage,
other than a Redwood Rambus Processor, which (i) incorporates all or part of the
Redwood Rambus Interface Technology, (ii) is defined and designed by [*] or by
Rambus for [*], or by [*] in conjunction with SCE and/or Toshiba, (iii) is
Compatible with the Redwood Rambus Interface Specification and is not Compatible
with any later Rambus Interface Specification (it being understood and agreed
that, for this purpose, during the term of the Yellowstone Agreement the
Yellowstone Rambus Interface Specification shall not be considered a later
Rambus Interface Specification), and (iv) except as set forth in Section 2.4
below, bears either no trademark or part number or only [*]'s trademark and/or
part number.
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"Redwood Rambus Peripheral" includes, for example, co-processors, graphics
processors, image processors, audio processors, peripheral devices, RAMDACs, and
bus interface devices which meet the foregoing requirements set forth in clauses
(i) - (iv) above.
1.10 Yellowstone Rambus Processor. "Yellowstone Rambus Processor" means
each processor having a program counter and capable of independently executing
instructions and which (i) incorporates all or part of the Yellowstone Rambus
Interface Technology, (ii) is defined and designed by [*] or by Rambus for [*],
or by [*] in conjunction with SCE and/or Toshiba, (iii) is Compatible with the
Yellowstone Rambus Interface Specification and is not Compatible with any later
Rambus Interface Specification (it being understood and agreed that, for this
purpose, during the term of the Redwood Agreement the Redwood Rambus Interface
Specification shall not be considered a later Rambus Interface Specification),
and (iv) except as set forth in Section 2.4 below, bears either no trademark or
part number or only [*]'s trademark and/or part number. "Yellowstone Rambus
Processor" includes, for example, microprocessors, microcontrollers, and digital
signal processors which meet the foregoing requirements set forth in clauses (i)
- (iv) above, but does not include co-processors, graphics processors, image
processors, or audio processors.
1.11 Yellowstone Rambus Peripheral. "Yellowstone Rambus Peripheral" means
each integrated circuit which does not have a principal function of memory
storage, other than a Yellowstone Rambus Processor, which (i) incorporates all
or part of the Yellowstone Rambus Interface Technology, (ii) is defined and
designed by [*] or by Rambus for [*], or by [*] in conjunction with SCE and/or
Toshiba, (iii) is Compatible with the Yellowstone Rambus Interface Specification
and is not Compatible with any later Rambus Interface Specification (it being
understood and agreed that, for this purpose, during the term of the Redwood
Agreement the Redwood Rambus Interface Specification shall not be considered a
later Rambus Interface Specification), and (iv) except as set forth in Section
2.4 below, bears [*]'s, and only [*]'s, trademark and part number. "Yellowstone
Rambus Peripheral" includes, for example, co-processors, graphics processors,
image processors, audio processors, peripheral devices, RAMDACs, and bus
interface devices which meet the foregoing requirements set forth in clauses (i)
- (iv) above.
1.12 [*] Product. "[*] Product" means a [*] product with [*] at least
similar to [*]'s [*] product.
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1.13 Broadband Engine. "Broadband Engine" means the [*] designed pursuant
to the [*] for use in, and which will be used in, [*] Product, but only if such
[*] is a [*] under [*] and a [*] under [*].
1.14 Broadband Engine Derivative. "Broadband Engine Derivative" means a [*]
derived from the [*] which is "[*]," i.e. is fully compliant with the [*] as
demonstrated by fully passing the [*] as set forth in [*] (for clarity, a [*] is
not [*]), but only if such [*] is a [*] under [*] and/or a [*] under [*].
1.15 Memory Hub. "Memory Hub" means a [*] the principal purpose of which is
[*], as set forth in [*], which is designed to be connected to the [*] or a [*]
and which actually can be demonstrated (e.g., demonstrated on a test board,
prototype, or actual product) to be capable of being connected to and
communicating with the [*] or a [*], and which (i) incorporates all or part of
the [*], (ii) is defined and designed by [*] or by [*] for [*], or by [*] in
conjunction with [*] and/or [*], and (iii) except as set forth in [*], bears
either no [*] or [*] or [*].
1.16 Associated Chip. "Associated Chip" means each [*], other than a [*] or
an [*] with a principal function of [*], which is designed to be connected to
the [*] or a [*] and which actually can be demonstrated (e.g., demonstrated on a
test board, prototype, or actual product) to be capable of being connected to
and communicating, through both the [*] (i.e., the [*] developed by [*], and/or
[*]) and the [*], with the [*] or a [*], but only if such [*] is a [*] under
[*], or a [*] under [*] and a [*] under [*] (i.e., each Associated Chip must be
a [*], but may be a [*] in addition).
1.17 Compliant Portion. "Compliant Portion" (i) for an integrated circuit
Compatible with the Redwood Rambus Interface Specification, means and is limited
to that portion of the integrated circuit which provides Compatibility with the
Redwood Rambus Interface Specification, and (ii) for an integrated circuit
Compatible with the Yellowstone Rambus Interface Specification, means and is
limited to that portion of the integrated circuit which provides Compatibility
with the Yellowstone Rambus Interface Specification
1.18 [*] Processor Chips. "[*] Processor Chips" means Broadband Engines,
Broadband Engine Derivatives, and Associated Chips.
1.19 Licensed ICs. "Licensed ICs" means [*] Processor Chips and Memory
Hubs. It is understood and agreed that the only portion of each Licensed IC that
is licensed under this Agreement is the Compliant Portion.
-5-
1.20 Licensed Multichip Module. "Licensed Multichip Module" means each
product incorporating a Licensed IC on a substrate (such as silicon, ceramic or
a PC board) with multiple integrated circuits attached which are not in their
own packages.
1.21 Rambus Confidential Information. "Rambus Confidential Information" has
the meaning set forth in Section 4.2 below.
1.22 Applicable Patents. "Applicable Patents" means all patents, patent
applications and other patent rights (including utility models, and excluding
design patents or applications) in all countries of the world issued or issuing
on patent or utility model applications which are entitled to an effective
filing date on or before [*], which are owned by [*] or [*] Subsidiaries or
which [*] or [*] Subsidiaries otherwise have the right to enforce (and all
foreign counterparts of such patents, applications, and patent rights).
1.23 Applicable Other IP Rights. "Applicable Other IP Rights" means all
trade secret rights and other intellectual property or proprietary rights owned
by [*] or under which [*] has the right to grant licenses without the payment of
a royalty to a third party (other than payments to third parties for inventions
made while employees of [*], or to Affiliates), excluding patents (and, for
clarity, Applicable Patents) and further excluding rights in trademarks, service
marks, or other company, product, or service identifiers, existing as of and
after the Effective Date, and prior to the later of (i) [*], (ii) the date [*],
or (iii) the termination or expiration of the Development Agreement (including
any extension or renewal thereof), but only to the extent that such rights cover
information disclosed and/or materials delivered to Rambus by [*] under the
Confidential Disclosure Agreement between [*] and Rambus, dated November 18,
2002 and/or delivered or disclosed to Rambus under the Development Agreement.
For purposes of this Section 1.23, "[*]" also includes [*] Subsidiaries.
1.24 Control. "Control" (including "Controlled" and other forms) of an
entity means (i) either (A) beneficial ownership (whether direct, or indirect
through controlled entities or other means) of more than fifty percent (50%) of
the outstanding voting securities of that entity or (B) in the case of an entity
that has no outstanding voting securities, having the right to more than fifty
percent (50%) of the profits of the entity, or having the right in the event of
dissolution to more than fifty percent (50%) of the assets of the entity; or
(ii) having the contractual power presently to designate more than fifty percent
(50%) of the directors of a corporation, or in the case of
-6-
unincorporated entities, of individuals exercising similar functions. (By way of
example only, a company has indirect Control of a Subsidiary of its Subsidiary).
1.25 Ultimate Parent Entity. "Ultimate Parent Entity" means an entity which
is not Controlled by any other entity. [*] represents and warrants that, as of
the Effective Date, it is an Ultimate Parent Entity.
1.26 Subsidiary. "Subsidiary" of an entity ("Parent") shall mean each
entity Controlled by the Parent, but only so long as such Control exists.
1.27 Affiliate. "Affiliate" of an entity means each entity which Controls,
is Controlled by, or is under common Control with that entity, but only so long
as such Control exists.
1.28 Change of Control. "Change of Control" of an entity means any
transaction or series of transactions in which that entity becomes a Subsidiary
of, or otherwise Controlled by, another entity.
1.29 Potential Licensee. "Potential Licensee" means a company licensed by
SCE, Toshiba, or [*] to manufacture and sell Broadband Engines and/or Broadband
Engine Derivatives.
1.30 Effective Date. "Effective Date" means the date of signing by the
second party to sign this Agreement, provided that if within fifteen (15) days
after the first party signs this Agreement, the other party has not signed this
Agreement, the first party's signature shall become void unless otherwise agreed
in writing.
1.31 Sell. To "Sell" a product or item means to sell, lease or otherwise
transfer or dispose of the product or item, either to a third party or by
internal transfer of the product or item from a company to any other business
unit or division within such company, or to commence internal productive use
thereof. "Sell" shall not include consignment, bailment, or other temporary
transfer of possession in which title is retained by [*]. ("Sold", "Sale", and
other forms of "Sell" shall have the same meaning).
1.32 Net Sales. "Net Sales" means the gross sales amount invoiced or
otherwise charged to customers of [*] or its Subsidiaries for all Memory Hubs,
and for all Licensed ICs subject to Section 3.1(a)(i)(B) below, less amounts
invoiced for returned goods for which a refund is given, less separately stated
charges for insurance, handling, duty, freight and taxes where such items are
included in the invoiced price.
-7-
SECTION 2.
LICENSES
2.1 Manufacturing and Distribution Rights.
(a) Commencing on the Effective Date and subject to the terms and
conditions of this Agreement, SCE hereby grants to [*] a worldwide,
nonexclusive, nontransferable sublicense, under the intellectual property rights
licensed by Rambus to SCE under the License Agreement, (i) to design, make, have
made (subject to Section 2.1(b) below), use, import, offer to Sell, and Sell
Licensed ICs (i.e., the Compliant Portion thereof only, and subject to Sections
2.1(c) and 2.5 below), and (ii) to reproduce and modify the Redwood Rambus
Interface Technology and the Yellowstone Rambus Interface Technology provided to
[*] in tangible form, in connection with the exercise of rights under the
preceding clause (i), provided that [*] is granted no right to Sell Licensed ICs
or Licensed Multichip Modules to any Semiconductor Company (as defined
hereinbelow) for reSale of the Licensed IC or Licensed Multichip Module by the
Semiconductor Company as an integrated circuit or Licensed Multichip Module. For
this purpose, a "Semiconductor Company" shall mean any company that designs
integrated circuits or sells integrated circuits under its own name, ▇▇▇▇, or
part number (or a name or ▇▇▇▇ licensed to it), and its Affiliates, other than
any company licensed by Rambus, or properly sublicensed by a Rambus licensee, to
manufacture and sell the equivalent applicable type of integrated circuit (i.e.,
processors or peripherals) Compatible with the Redwood Rambus Interface
Specification or Yellowstone Rambus Interface Specification, as applicable. In
the event that [*] wishes to Sell a Licensed ICs to a Semiconductor Company for
resale by the Semiconductor Company as a Licensed Multichip Module, and only
with substantial value added thereto (by Semiconductor Company), then upon
request of [*], Rambus agrees to discuss in good faith, on a case by case basis,
the possible extension of the license granted to [*] hereunder to include such
Sales of that Licensed Multichip Module to that Semiconductor Company.
(b) [*] shall have the right to subcontract manufacturing of all
or part of Licensed ICs provided that (i) subcontractors receive only mask sets,
data bases, and/or documents and the data necessary to manufacture and test
integrated circuits, (ii) each subcontractor agrees in writing not to use any
Rambus Interface Technology received from [*] for any purpose other than such
subcontract manufacturing for [*], and (iii) each subcontractor agrees in
writing that Rambus is a direct and intended third party beneficiary of the
subcontract, entitled to enforce it directly against the
-8-
subcontractor with respect to the protection of Rambus' rights. Nothing herein
shall be deemed to grant [*] subcontractors any license under any Rambus
Interface Technology except for performing subcontract manufacturing for [*] as
provided herein.
(c) This license is limited to (i) implementation and use of the
Yellowstone Rambus Interface Technology, under the Rambus intellectual property
rights licensed to SCE and required for the implementation or use of the
Yellowstone Rambus Interface Technology for the development, manufacture, use
and/or Sale of Licensed ICs Compatible with the Yellowstone Rambus Interface
Specification ("Yellowstone ICs"), only in the Compliant Portion of Yellowstone
ICs, and only to provide such Compatibility and for no other function or
interface protocol, and (ii) implementation and use of the Redwood Rambus
Interface Technology, under the Rambus intellectual property rights licensed to
SCE and required for the implementation or use of the Redwood Rambus Interface
Technology for the development, manufacture, use and/or Sale of Licensed ICs
Compatible with the Redwood Rambus Interface Specification ("Redwood ICs"), only
in the Compliant Portion of Redwood Rambus ICs, and only to provide such
Compatibility and for no other function or interface protocol. Notwithstanding
any other provision of this Agreement, no license (express, implied, or
otherwise) is granted for the use of any Rambus intellectual property rights
with respect to any other portion (i.e., any portion other than the Compliant
Portion as set forth in the preceding clauses (i) and (ii)), function, or
interface protocol of any Licensed IC or any other integrated circuit, module,
board, or system. [*] agrees not to use Rambus Interface Technology except as
authorized in this Agreement or in other agreements between Rambus and [*].
(d) For the avoidance of doubt, this Agreement does not apply to
any other interface on a Licensed IC, including, without limitation, any Direct
Rambus interface, DDR interface, or DDRII interface.
2.2 Sublicense Rights. [*] shall have the right to grant sublicenses of
the rights granted in Section 2.1 above only to Subsidiaries of [*], provided
that (i) [*] shall cause each Subsidiary to agree to be bound by the terms and
conditions of this Agreement, excluding the provisions of this paragraph, and
(ii) such sublicense will terminate upon termination of this Agreement for any
reason, or upon the company's ceasing to be a Subsidiary of [*], whichever
occurs first. [*] shall itself pay royalties accrued by sublicensed
Subsidiaries. Rambus' audit rights pursuant to Section 3.2 below shall apply to
all sublicensed Subsidiaries. [*] shall cause each sublicensed
-9-
Subsidiary to agree that that Rambus is a direct and intended third party
beneficiary of the sublicense agreement, entitled to enforce it directly against
the sublicensed Subsidiary with respect to the protection of Rambus' rights.
2.3 Proprietary Markings. To the extent that [*] generally marks its own
packaging or documentation with its own patent numbers covering the goods it
manufactures, [*] shall likewise ▇▇▇▇ the packaging or documentation of the
Licensed ICs and Licensed Multichip Modules manufactured by or for [*] with the
Rambus patent numbers which Rambus notifies [*] in writing to apply to such
Licensed ICs and Licensed Multichip Modules.
2.4 Trademarks.
(a) At [*] sole discretion, [*] may ▇▇▇▇ catalogues, brochures
and other marketing material used for Licensed ICs and Licensed Multichip
Modules with the marking set forth in Exhibit D, as amended by Rambus from time
to time ("Trademarks"). All representations of Rambus' Trademarks that [*] 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) At [*] sole discretion, [*] may visibly ▇▇▇▇ each Licensed IC
semiconductor package with the Trademarks.
(c) To the extent [*] elects to use the Trademarks, [*] shall use
the Trademarks in accordance with the instructions from Rambus and agrees that
Rambus may from time to time revise these instructions for the purpose of
protecting the standards of performance established for Rambus' goods and
services sold under the Trademarks. At Rambus' request from time to time, [*]
will provide to Rambus, at no charge, a reasonable number of samples of [*]'s
Licensed ICs bearing the Trademarks to enable Rambus to ensure that such
Licensed ICs are of appropriate quality. [*] will promptly remedy any failure of
its Licensed ICs to meet the reasonable quality standards established by Rambus
for goods bearing the Trademarks.
2.5 Limitations.
(a) No license or other right is granted pursuant to this
Agreement to [*] or any third party, by implication, estoppel or otherwise,
under any patents, confidential information or other intellectual property
rights now or hereafter owned or controlled by SCE or Rambus except for the
licenses and rights expressly granted in this Agreement. [*] and its
Subsidiaries shall not utilize the Redwood Rambus Interface Technology or the
Yellowstone Rambus Interface Technology except as
-10-
expressly sublicensed to [*] under this Agreement. In addition, [*] is granted
no right pursuant to this Agreement to manufacture or distribute or authorize
its customers to use or distribute integrated circuits which incorporate all or
part of any Rambus Interface Technology other than Licensed ICs (i.e., the
Compliant Portion thereof, and subject to Sections 2.1(c) and this 2.5), even if
such integrated circuits are incorporated in Licensed Multichip Modules, boards,
or systems. Nothing contained in this Agreement shall be construed as:
(i) a warranty or representation by SCE or Rambus as
to the validity, enforceability, and/or scope of any intellectual property
right;
(ii) imposing upon SCE or Rambus any obligation to
institute any suit or action for infringement of any intellectual property
right, or to defend any suit or action brought by a third party which challenges
or concerns the validity, enforceability, or scope of any intellectual property
right;
(iii) imposing on SCE or Rambus any obligation to file
any patent application or other intellectual property right application or
registration or to secure or maintain in force any patent or other intellectual
property right; or
(iv) a warranty or representation by SCE or Rambus as
to the performance, operation or maintenance of any product of [*] manufactured,
used or sold pursuant to this Agreement.
(b) It is understood and agreed that no license to [*] or any
third party is granted pursuant to this Agreement or implied:
(i) with respect to the combination of a Licensed IC
with another item (unless the other item is an integrated circuit which is
Compatible with the Redwood Rambus Interface Specification or Yellowstone Rambus
Interface Specification, as applicable to that Licensed IC, and is manufactured
and Sold pursuant to a license from Rambus (or pursuant to an authorized
sublicense from a Rambus licensee) (a "Compatible Licensed Chip"), and in such
case only as set forth below in this Section 2.5(b)) or
(ii) in any case, with respect to any item with which a
Licensed IC may be combined;
i.e., no license is granted pursuant to this Agreement, nor may any license be
implied, with respect to the combination (except as set forth hereinabove with
respect to Compatible Licensed Chips) or the
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other item, but the Licensed IC itself (i.e., the Compliant Portion thereof, and
subject to Sections 2.1(c) and this 2.5) is licensed as set forth in this
Agreement. Further, with respect to the combination of a Licensed IC with a
Compatible Licensed Chip, the licenses granted herein extend only to the
connection between the Compliant Portion of the Licensed IC and the Compliant
Portion of the Compatible Licensed Chip. (Thus, for example, [*] is not
prohibited from Selling Licensed ICs incorporated into Licensed Multichip
Modules, boards, or systems, but the license granted to [*] under this Agreement
applies only to the Compliant Portion of the Licensed IC (as set forth in
Section 2.1(c) above and the remainder of this Agreement), or its combination
with the Compliant Portion of a Compatible Licensed Chip, but not to any other
integrated circuit or combination.) In the event that an unlicensed such
combination is the result of any act and/or event of a third party (i.e.,
neither [*] nor a Subsidiary of [*]), Rambus shall not to assert any claim
against [*] or its Subsidiary for infringement relating to such third party
combination, but expressly reserves all rights against all third parties. The
foregoing agreement not to assert any claim is personal and limited to [*] and
its Subsidiaries.
2.6 Covenant Not To ▇▇▇.
(a) On its own behalf, and on behalf of its Subsidiaries, [*]
covenants and agrees that neither [*] nor its Subsidiaries will ▇▇▇ ▇▇▇▇▇▇ or
its Subsidiaries for:
(i) inducing infringement of and/or contributorily
infringing, or similar acts with respect to, one or more claims of any
Applicable Patents where such infringement results from the development,
delivery, license, use, or implementation of Redwood Rambus Interface Technology
(including improvements and successors) or Yellowstone Rambus Interface
Technology (including improvements and successors) by Rambus, its Subsidiaries,
or any Rambus licensee or other third party, but, for clarity, not including the
manufacture or Sale of integrated circuits by Rambus or its Subsidiaries; and/or
(ii) directly infringing or misappropriating any
Applicable Other IP Rights, where such infringement or misappropriation results
from the development, delivery, license, use, implementation, or other
exploitation of Redwood Rambus Interface Technology (including improvements and
successors) or Yellowstone Rambus Interface Technology (including improvements
and successors) by Rambus, its Subsidiaries, or any Rambus licensee or other
third
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party, but, for clarity, not including the manufacture or Sale of integrated
circuits by Rambus or its Subsidiaries.
(b) [*], on behalf of itself and its Subsidiaries, represents and
warrants that any Sale of, assignment of or other transfer of rights which would
enable a third party to enforce any Applicable Patent (or portion thereof) or
any Applicable Other IP Right (or portion thereof) shall be effected subject to
all preexisting contractual rights.
(c) Nothing in this Section 2.6 shall affect [*]'s or its
Subsidiaries' rights against any person or entity other than Rambus or its
Subsidiaries.
2.7 Disclaimer. ANY RAMBUS INTERFACE TECHNOLOGY, DELIVERABLES, TECHNICAL
INFORMATION OR CONFIDENTIAL INFORMATION PROVIDED BY SCE OR RAMBUS TO [*] UNDER
OR IN CONNECTION WITH THIS AGREEMENT ARE PROVIDED AND LICENSED "AS IS" WITHOUT
WARRANTY OF ANY KIND, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT
NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE.
-13-
SECTION 3.
ROYALTIES
3.1 Royalties.
(a) Royalty Rate.
(i) (A) Upon each Sale by [*] or its Subsidiaries of
[*] Processor Chips, for the Compliant Portion thereof [*] shall pay, directly
to Rambus, by electronic transfer, the following royalty:
Total [*] Processor Chip Units Sold Royalty Per [*] Processor Chip
--------------------------------------------- ---------------------------------
First [*] units (as set forth below) US $[*]
All additional units (as set forth below) US $[*]
provided that [*] Processor Chip Sales volume will be aggregated with SONY's and
Toshiba's Sales volume of equivalent integrated circuits Sold pursuant to a
Yellowstone Rambus Interface Technology or Redwood Rambus Interface Technology
license from Rambus, as determined by Rambus using [*]'s, SONY's, and Toshiba's,
royalty reports, such that this royalty will reduce from $[*] per unit to $[*]
per unit for Sales in the first calendar quarter after the calendar quarter in
which such companies' aggregate such Sales volume reaches [*] units. For the
avoidance of doubt, it is understood and agreed that only one such [*] or [*]
(as applicable) royalty as provided hereunder is payable (under this Agreement,
the License Agreement, and the Rambus - Toshiba license agreement pertaining to
the Redwood Rambus Interface Technology and Yellowstone Rambus Interface
Technology (the "Toshiba License Agreement")) by SONY, Toshiba, or [*], as
applicable, for the Compliant Portion(s) of each [*] Processor Chip unit and
that no additional royalty is due or payable by [*] under this Agreement for the
use of the Compliant Portion(s) of such [*] Processor Chip unit to implement the
Redwood interface and/or the Yellowstone interface.
(B) If by [*] SCE has not yet [*] Product [*],
then for Sales during each calendar quarter commencing with the second calendar
quarter of [*] and until the calendar quarter immediately following the calendar
quarter in which [*] Product [*], in lieu of the [*] which was granted in
expectation of [*] Product, the following royalty shall apply to Sales of [*]
Processor Chips: Upon each Sale by [*] or its Subsidiaries of [*] Processor
Chips, for the Compliant Portion thereof [*] shall pay, directly to Rambus, by
electronic transfer, (I) for Sales of [*] Processor Chips
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Compatible with the Redwood Rambus Interface Specification, a royalty equal to
[*] percent ([*]%) of Net Sales, and (II) for Sales of [*] Processor Chips
Compatible with the Yellowstone Rambus Interface Specification, a royalty equal
to [*] percent ([*]%) of Net Sales. For the avoidance of doubt, it is understood
and agreed that only one such [*]% or [*]% royalty (as applicable) as provided
hereunder is payable (under this Agreement, the License Agreement, and Toshiba
License Agreement) by SONY, Toshiba, or [*], as applicable, for the Compliant
Portion(s) of each [*] Processor Chip unit and that no additional royalty is due
or payable by [*] under this Agreement for the use of the Compliant Portion(s)
of such [*] Processor Chip unit to implement the Redwood interface and/or the
Yellowstone interface.
(ii) Upon each Sale by [*] or its Subsidiaries of
Memory Hubs, for the Compliant Portion thereof [*] shall pay, directly to
Rambus, by electronic transfer, a royalty equal to [*] percent ([*]%) of Net
Sales, provided that for each Memory Hub unit such royalty under this Agreement
shall be no less than [*] (U.S.$ [*]) ("Floor"), and no more than [*] (U.S.$
[*]) ("Ceiling"). For the avoidance of doubt, it is understood and agreed that
only one such [*]% royalty (subject to the above Floor and Ceiling) as provided
hereunder is payable (under this Agreement, the License Agreement, and Toshiba
License Agreement) by SONY, Toshiba, or [*], as applicable, for the Compliant
Portion(s) of each Memory Hub unit and that no additional royalty is due or
payable by [*] under this Agreement for the use of the Compliant Portion(s) of
such Memory Hub unit to implement the Redwood interface and/or the Yellowstone
interface.
Sections 3.1(b), 3.1(c) and 3.1(d) below shall apply only to Memory Hubs, and to
Licensed ICs, if any, subject to Section 3.1(a)(i)(B) above.
(iii) SCE agrees to pay directly to Rambus, by
electronic transfer, on [*]'s behalf, all royalties payable by [*] to Rambus
pursuant to this Agreement based on Sales of Licensed ICs by [*] to SCE.
(iv) Notwithstanding any other provision of this
Agreement, at any time, for Sales of Licensed ICs that include more than one
interface, technology, or rights otherwise sublicensed to [*] under this
Agreement and licensed to [*] by Rambus under any then existing other
agreement(s) between [*] and Rambus, the royalty payable to Rambus by [*] for
such Licensed ICs shall be the highest royalty payable under this Agreement and
any such other agreements, but shall not be the sum of all such applicable
royalties. No license is granted pursuant to this Agreement
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with respect to, and the royalties in this Agreement do not cover, any portion
of any Licensed IC other than the Compliant Portion.
(b) Modules, Boards, and Systems. During each quarter "Net Sales"
for each Licensed IC incorporated into a Licensed Multichip Module, board, or
system by or for [*] shall be calculated based on the average gross selling
price earned by [*] during such quarter on Sales of that Licensed IC as
components to unaffiliated customers in arms length sales. If there are no such
Sales, then the parties shall use such average gross selling price of Compatible
(with the Redwood Rambus Interface Specification or Yellowstone Rambus Interface
Specification, as applicable) integrated circuits with similar functionality as
shown in the Rambus royalty report for the most recent preceding quarter in
which there were such Sales. If there are no such similar Sales of Compatible
integrated circuits, then as a condition of [*] continued Sales of such Licensed
ICs, the parties shall negotiate an appropriate royalty base for those Licensed
ICs. Such royalties shall be due upon the internal transfer of the Licensed IC
for such incorporation.
(c) Nonmarket Disposition. In the event that Licensed ICs are
Sold in circumstances in which the selling price is established on other than an
arms length basis, "Net Sales" for each such Licensed IC shall be calculated
based on the volume of such Licensed IC multiplied by the average gross selling
price earned by [*] during such quarter on Sales of that Licensed IC to
unaffiliated customers in arms length Sales. If there are no such Sales, then
the parties shall use such average gross selling price of Compatible (with the
Redwood Rambus Interface Specification or Yellowstone Rambus Interface
Specification, as applicable) integrated circuits with similar functionality as
shown in the Rambus royalty report for the most recent preceding quarter in
which there were such Sales. If there are no such similar Sales of Compatible
integrated circuits, then as a condition of [*]'s continued Sales of such
Licensed ICs, the parties shall negotiate an appropriate royalty base for those
Licensed ICs.
(d) Finished Products. [*] understands and agrees that royalties
are to be paid hereunder for, and the royalty rates specified herein are based
upon, Net Sales of Licensed ICs in finished product form. If [*] Sells Licensed
ICs in unfinished form (e.g., as processed wafers, unpackaged products, or
otherwise requiring additional work), then "Net Sales" for each such Licensed IC
shall be calculated based on the volume of such Licensed IC multiplied by the
average gross selling price earned by [*] during such quarter on Sales of that
Licensed IC, in finished product
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form, to unaffiliated customers in arms length Sales. If there are no such
Sales, then the parties shall use the average gross selling price of finished
Compatible (with the Redwood Rambus Interface Specification or Yellowstone
Rambus Interface Specification, as applicable) integrated circuits with similar
functionality as shown in the Rambus royalty report for the most recent
preceding quarter in which there were such Sales. If there are no such similar
Sales of Compatible integrated circuits, then as a condition of [*]'s continued
Sales of such Licensed ICs, the parties shall negotiate an appropriate royalty
base for those Licensed ICs.
3.2 Payments and Accounting.
(a) Records and Audits. With respect to the royalties set forth
herein, [*] shall keep complete and accurate records as necessary to support the
information required by the statement referenced in Section 3.2(b) below. These
records shall be retained for a period of at least three (3) years from the date
of payment, notwithstanding the expiration or other termination of this
Agreement. Rambus shall be entitled to have a recognized independent accounting
firm (subject to [*]'s prior written approval, which shall not be unreasonably
withheld or delayed, provided that each of the "Big Four" accounting firms (and
their successors) shall be deemed approved) examine and audit, not more than
once in any calendar year except as set forth below, and during normal business
hours, all such records and such other records and accounts as may contain,
under recognized accounting practices, information bearing upon the amount of
royalties payable to Rambus under this Agreement, provided that (i) such audit
shall be conducted following reasonable prior written notice (at least
forty-five (45) business days in advance), and (ii) such accounting firm shall
not be hired on a contingent fee basis and shall have confidentiality agreements
in place sufficient to protect [*]'s confidential information. Prompt adjustment
shall be made by [*] to compensate for any errors and/or omissions disclosed by
such examination or audit which result in an underpayment of royalties
hereunder, together with interest thereon from the date the payment was due at
the annual rate of the then current prime rate plus two percent (2%) (or, if
less, the maximum allowed by applicable law). Should the amount of any such
error and/or omission exceed five percent (5%) of the total royalties due for
the period under audit, then upon request by Rambus, [*] shall pay for the cost
of the audit. Otherwise, Rambus is solely responsible for the costs of any
audit. In the event an examination or audit reveals such an error/omission, of
greater than five percent (5%) of the total royalties due for the period under
audit, then Rambus shall be entitled to one additional audit,
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pursuant to the terms of this provision, during that same calendar year. In the
event an audit reveals an overpayment by [*], then said amount shall be credited
against the next royalty payment to be made by [*]. Rambus shall provide [*]
with a copy of any report prepared by the accounting firm within five (5) days
of receipt of the same.
(b) Reports and Payment Terms.
(i) Within sixty (60) days after the end of each
calendar quarter, [*] shall furnish to Rambus a statement, in the form attached
as Exhibit E hereto, showing Sales and the number of units Sold for each product
subject to royalties which were Sold during such quarter, and the amount of
royalty payable thereon. If no products subject to royalty have been Sold, that
fact shall be shown on such statement. Also, within such sixty (60) day period
[*] shall pay to Rambus by electronic transfer to the bank account specified in
Section 10.5 or otherwise designated by Rambus in writing the royalties payable
hereunder for such quarter. All royalty and other payments to Rambus hereunder
shall be in United States dollars. Royalties based on Sales in other currencies
shall be converted to United States dollars according to the exchange rate
published by the Bank of Tokyo Mitsubishi prevailing on the date of payment.
(ii) In addition, [*] shall designate an appropriate
[*] contact person, to whom Rambus shall have reasonable access, on a quarterly
basis, to discuss [*]'s expected Licensed Rambus IC Sales for each of the
following four (4) quarters. Any such information provided to Rambus shall be
nonbinding, shall be [*] Confidential Information, and shall be used by Rambus
only for its internal use.
SECTION 4.
CONFIDENTIAL INFORMATION
4.1 Confidential Information. Exchanges of SCE or [*] confidential
information between SCE and [*] shall be governed by the [*] Agreement. Direct
exchanges of confidential information between Rambus and [*] shall be governed
by the November 18, 2002 "CONFIDENTIAL DISCLOSURE AGREEMENT" entered into by
Rambus and [*].
4.2 Rambus Confidential Information. The term "Rambus Confidential
Information" shall mean any information disclosed to [*] by SCE or Toshiba,
pursuant to or in connection with this Agreement, which is in written, graphic,
machine readable or other tangible form and is marked
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"Rambus Confidential", "Rambus Proprietary" or in some other manner to indicate
its nature as confidential information of Rambus. Rambus Confidential
Information may also include oral information disclosed to [*] by SCE or Toshiba
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 [*].
4.3 Confidentiality. [*] shall treat all Rambus Confidential Information
as confidential under the November 18, 2002 "CONFIDENTIAL DISCLOSURE AGREEMENT"
entered into by Rambus and [*].
SECTION 5.
INTELLECTUAL PROPERTY OWNERSHIP AND INDEMNIFICATION
5.1 Ownership. Subject to the sublicenses granted to [*] herein, Rambus
shall own all right, title and interest in the Redwood Rambus Interface
Technology and the Yellowstone Rambus Interface Technology and all upgrades,
enhancements and improvements thereto made by Rambus. Subject to Rambus' right
to such underlying Rambus Interface Technology and all upgrades, enhancements
and improvements thereto made by Rambus, [*] shall own all right, title and
interest in upgrades, enhancements and improvements to Rambus Interface
Technology made by [*]. The parties acknowledge and agree that (i) there have
been no joint developments with Rambus or joint inventions with Rambus
(collectively, "Joint Developments") prior to the date of this Agreement, and
(ii) the parties do not anticipate any Joint Developments with Rambus pursuant
to this Agreement or the Development Agreement, and there shall be no such Joint
Developments unless so agreed in writing by Rambus.
5.2 SCE Indemnification Disclaimer. SCE disclaims and shall have no
obligation of defense, contribution, or indemnity with respect to any actual or
alleged intellectual property infringement with respect to any Rambus Interface
Technology, Rambus Interface Specification, or arising out of this Agreement.
SCE shall have no liability arising out of any such actual or alleged
intellectual property infringement. [*], however, shall promptly notify SCE and
Rambus, in writing, of each such infringement claim of which [*] becomes aware,
and [*] shall cooperate with Rambus if Rambus desires to intervene in any such
infringement action against [*].
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5.3 [*] Indemnification Disclaimer. [*] disclaims and shall have no
obligation of defense, contribution, or indemnity with respect to any actual or
alleged intellectual property infringement arising out of this Agreement. [*]
shall have no liability arising out of any such actual or alleged intellectual
property infringement.
SECTION 6.
LIMITATION OF LIABILITY
6.1 IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER 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. THESE LIMITATIONS IN THIS SECTION 6.1, HOWEVER, SHALL NOT APPLY TO
(i) BREACH OF SECTION 4 HEREOF BY OR WITH THE KNOWLEDGE, CONSENT, OR APPROVAL OF
A RESPONSIBLE MANAGER OF THE BREACHING PARTY, OR (ii) INFRINGEMENT OF THE OTHER
PARTY'S OR RAMBUS' INTELLECTUAL PROPERTY RIGHTS.
6.2 IN NO EVENT WILL EITHER PARTY'S LIABILITY ARISING OUT OF THIS
AGREEMENT EXCEED THE AMOUNT OF FEES, ROYALTIES AND OTHER AMOUNTS PAID OR PAYABLE
BY [*] HEREUNDER, AT THE TIME THE CAUSE OF ACTION ARISES, WHICHEVER AMOUNT IS
LARGER AT THE TIME THE CAUSE OF ACTION ARISES, PROVIDED, HOWEVER, THAT THIS
MAXIMUM LIABILITY OF [*] SHALL BE IN ADDITION TO [*]'S OBLIGATION TO PAY ALL
ROYALTIES AND OTHER AMOUNTS PAYABLE, BUT UNPAID BY [*]. THE LIMITATIONS IN THIS
SECTION 6.2, HOWEVER, SHALL NOT APPLY TO (i) BREACHES OF SECTION 4 HEREOF BY OR
WITH THE KNOWLEDGE, CONSENT, OR APPROVAL OF A RESPONSIBLE MANAGER OF THE
BREACHING PARTY, OR (ii) INFRINGEMENT OF THE OTHER PARTY'S OR RAMBUS'
INTELLECTUAL PROPERTY RIGHTS. The maximum liability of each party pursuant to
this Section 6.2 shall apply in the aggregate to all claims of the other party
and not singularly to each claim. Any recovery by one party against the other
shall not reduce the recovering party's potential
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maximum liability to the other party pursuant to this Section 6.2, but shall
reduce the potential maximum liability of the party paying the claim, on other
claims, by the amount of recovery.
SECTION 7.
TERM AND TERMINATION
7.1 Term. The term of this Agreement shall commence as of the Effective
Date and, unless and until terminated hereunder, shall continue until the
expiration of the last to expire Rambus patent applicable to the Redwood Rambus
Interface Technology or the Yellowstone Rambus Interface Technology.
7.2 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 in addition to any other remedies the terminating
party may have, this Agreement shall automatically terminate at the end of the
forty-five (45) day period. In addition, [*] and SCE authorize Rambus and agree
that, with respect to such a default by [*], Rambus shall be entitled to provide
such notice of default (on behalf of SCE and of Rambus) directly to [*] (with a
copy to SCE).
(b) Either party may terminate this Agreement forthwith effective
upon written notice to the other party in the event that (i) the other party
files a petition in bankruptcy or insolvency or becomes the subject of any
voluntary proceeding relating to bankruptcy or insolvency, or makes a general
assignment for the benefit of creditors, (ii) a receiver or bankruptcy trustee
for all or substantially all of the property of the other party has been
appointed, (iii) any voluntary proceedings for the liquidation or winding up of
the other party's business or for the termination of its corporate charter have
been instituted by the other, (iv) the other party's board of directors passes a
resolution to dissolve, liquidate or wind up such other party's business, or (v)
a third party files a petition in bankruptcy or insolvency against such other
party and that petition is not dismissed within sixty (60) days after service of
the petition on the other party.
(c) Commencing five (5) years after the Effective Date, [*] shall
be entitled to terminate this Agreement, for its convenience, on at least twelve
(12) months prior written notice to both SCE and Rambus.
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(d) This Agreement shall terminate automatically upon any
termination or expiration of the License Agreement, or upon termination of the
License Agreement as to SCE. Upon written request of [*] to Rambus within
forty-five (45) days after termination of the License Agreement, SCE agrees to
cause Rambus to grant to [*] directly the licenses granted herein by SCE under
the same terms and conditions of this Agreement, provided that SCE shall not be
obligated to cause Rambus to grant these licenses to [*] (i) if this Agreement
is terminated for [*]'s default, or (ii) if [*] is in material default of this
Agreement at the time of termination of the License Agreement (or, as
applicable, upon termination of the License Agreement as to SCE).
7.3 Survival. Upon any termination of this Agreement, all licenses and
rights granted by SCE shall terminate, and [*] shall promptly destroy or deliver
to SCE (but to Rambus if termination is under Section 7.2 (a) or (d) above) all
materials comprising, incorporating, or using any Redwood Rambus Interface
Technology, Yellowstone Rambus Interface Technology, or Rambus Confidential
Information. In addition, all amounts due or payable to Rambus as a result of
events prior to the date of termination or expiration shall remain due and
payable. The provisions of Sections 2.5 (a), 2.5 (b) (as to Licensed ICs Sold
prior to termination or expiration), 2.6 (Covenant Not To ▇▇▇), 2.7
(Disclaimer), 3.2 (Payments and Accounting), 4 (Confidential Information), 5
(Intellectual Property Ownership and Indemnification), 6 (Limitation of
Liability), 8 (Governing Law), 9 (Rambus Third Party Beneficiary), and 10
(Miscellaneous) shall survive any expiration or termination of this Agreement
for any reason. Upon expiration of this Agreement all license rights granted by
SCE shall become royalty-free, fully paid-up, irrevocable (except for [*]'s
breach of Section 2 or Section 4 above) and perpetual.
SECTION 8.
GOVERNING LAW; DISPUTE RESOLUTION
8.1 Governing Law. This Agreement shall be governed by and interpreted in
accordance with the laws of the State of California, U.S.A. without reference to
conflict of laws principles.
8.2 Dispute Resolution. The parties hereto expressly waive any right they
may have to a jury trial hereunder and agree that any proceeding under this
Agreement shall be tried by a judge without a jury.
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SECTION 9.
RAMBUS THIRD PARTY BENEFICIARY
9.1 Third Party Beneficiary. It is expressly understood and agreed that
Rambus is a direct and intended third party beneficiary of this Agreement, and
that Rambus' rights include, without limitation, the right to enforce this
Agreement directly against [*] (including without limitation as to protection of
Rambus Confidential Information and payments to Rambus) and to recover any
available damages for [*]'s breach of this Agreement, and obtain any other
available remedy for [*]'s breach of this Agreement, from [*] directly.
9.2 No Liability of Rambus. [*] and SCE agree that Rambus shall have no
liability or obligation whatsoever arising out of this Agreement.
SECTION 10.
MISCELLANEOUS
10.1 Confidentiality of Agreement. Each party agrees that the terms and
conditions of this Agreement shall be treated as confidential information and
that neither party will disclose the terms or conditions to any third party
without the prior written consent of the other party, provided, however, that
each party may disclose the terms and conditions of this Agreement:
(i) as required by any court or other governmental
body;
(ii) as otherwise required by law;
(iii) as otherwise may be required by applicable
securities and other law and regulation, including to legal and financial
advisors in their capacity of advising a party in such matters, provided that
[*] will provide notice to SCE prior to any such disclosure required by the U.S.
Securities and Exchange Commission;
(iv) to legal counsel of the parties, accountants, and
other professional advisors;
(v) in confidence, to banks, investors and other
financing sources and their advisors;
(vi) in connection with the enforcement of this
Agreement or rights under this Agreement; or
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(vii) during the course of litigation so long as the
disclosure of such terms and conditions are restricted in the same manner as is
the confidential information of other litigating parties and so long as (A) the
restrictions are embodied in a court-entered protective order limiting
disclosure to counsel and (B) the disclosing party informs the other party in
writing at least ten (10) business days in advance of the disclosure and shall
discuss the nature of the disclosure, in good faith, with the other party; or
(viii) in confidence, in connection with an actual or
prospective merger or acquisition or similar transaction. Notwithstanding the
foregoing, SCE shall be entitled to disclose the terms and conditions of this
Agreement to Rambus, and Rambus shall be entitled to disclose to third parties
the terms and conditions of Section 2.6 (Covenant Not To ▇▇▇) above and the
associated definitions in Section 1 and any related Exhibits. Neither party
shall make any press release or similar public announcement relating to the
existence of this Agreement (subject to paragraphs (i), (ii), and (iii)
hereinabove of this section), or use or refer to this Agreement in any marketing
or advertising, in any media, without the other party's prior written consent.
10.2 Potential Licensees. At [*]'s written request at any time until
January 1, 2011, SCE agrees to cause Rambus to negotiate in good faith with any
Potential Licensee(s) specified in the written request(s), under Rambus' then
current standard terms and conditions therefor, a license, with respect to the
Redwood Rambus Interface Technology and/or the Yellowstone Rambus Interface
Technology, to manufacture and Sell Broadband Engines and/or Broadband Engine
Derivatives, provided that (i) with respect to the Broadband Engine, (A) the
license fee charged by Rambus to each Potential Licensee for such license shall
not exceed [*] dollars (US $[*]) and (B) the royalty rate charged by Rambus to
each Potential Licensee for such license shall not exceed [*] (US $[*]) per
unit; provided, however, that if by [*], SCE has not yet [*] Product [*], then
during each calendar quarter commencing with the second calendar quarter of [*]
and until the calendar quarter immediately following the calendar quarter in
which [*]Product [*], the royalty rate charged by Rambus to each Potential
Licensee for such license shall not exceed [*] percent ([*]%) of sales, and (ii)
with respect to Broadband Engine Derivatives, (A) the license fee charged by
Rambus to each Potential Licensee for such license shall not exceed [*] dollars
(US $[*]), and (B) the royalty rate charged by Rambus to each Potential Licensee
for such license shall not exceed [*] percent ([*]%) of
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sales for Broadband Engine Derivatives Compatible with the Redwood Rambus
Interface Specification but not Compatible with the Yellowstone Rambus Interface
Specification, and [*] percent ([*]%) of sales for Broadband Engine Derivatives
Compatible with the Yellowstone Rambus Interface Specification. Nothing in this
section shall restrict Rambus charges for development, non-recurring
engineering, or services.
10.3 Assignment. Neither party may transfer, assign or delegate this
Agreement or any of its licenses, rights or duties under this Agreement, by
operation of law or otherwise, without the prior written consent of the other
party. In the event of any such transfer or assignment or attempted transfer or
assignment by [*], this Agreement and all rights and licenses granted to [*]
shall automatically terminate. Any attempted transfer or assignment in violation
of this section shall be void. For purposes of this section, a merger of [*], or
a Change of Control of [*], shall constitute an assignment. Notwithstanding the
foregoing, [*] shall be entitled to assign this Agreement to a successor to all
or substantially all of [*]'s business and assets that utilize the Rambus
Interface Technology sublicensed under this Agreement, but only if (i) [*]
agrees in a writing reasonably acceptable to Rambus that Section 2.6 (and
associated definitions) shall continue to apply to [*], and (ii) the assignee
agrees, in a writing reasonably acceptable to Rambus, to grant to Rambus the
same patent rights, with respect to the assignee's patents, as are granted to
Rambus with respect to [*]'s patents in the Semiconductor Technology License
Agreement [*], between [*] and Rambus unless the assignee already has an
agreement with Rambus which grants Rambus equivalent (or greater) rights and, in
any case, the assignee agrees that such grant of rights to Rambus will not
terminate prior to termination of this Agreement.
10.4 No Conflicts. Each party represents and warrants, on a continuing
basis, to the other party that (i) the execution, delivery and performance by
such party of this Agreement and each other agreement, document, or instrument
now or hereafter executed and delivered by such party pursuant thereto or in
connection herewith will not conflict with or result in any breach of, or
constitute a default under, any commitment, contract or other agreement,
instrument or undertaking to which such party is a party or by which any of its
property is bound, and (ii) such party will not enter into any such commitment,
contract or other agreement, instrument or undertaking.
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10.5 Electronic Transfers. All payments from [*] or SCE which are required
herein to be sent to Rambus via electronic transfer shall be made in U.S.
dollars via the Federal Reserve Bank of San Francisco for the credit of:
Rambus Inc., Account #[*]
[*]
[*]
[*]
[*]
10.6 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.
10.7 Notices. All notices and other communications required or permitted
hereunder shall be in writing and shall be mailed by first class air mail
(registered or certified if available), postage prepaid, or otherwise delivered
by hand, by messenger or by telecommunication, addressed to the addresses first
set forth above or at such other address furnished with a notice in the manner
set forth herein. Such notices shall be deemed to have been served when
delivered or, if delivery is not accomplished by reason of some fault of the
addressee, when tendered. All notices shall be in English.
10.8 Export Controls. Each party agrees to comply with all applicable
expert control laws and regulations.
10.9 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.
10.10 No Third Party Beneficiaries Other than Rambus. This Agreement is
made solely for the benefit of [*], SCE, and Rambus and their respective
permitted successors and permitted assigns. Nothing in this Agreement is
intended to confer any rights or remedies under or by reason of this Agreement
on any person or entity (including without limitation Toshiba) other than the
parties to this Agreement and their respective successors and permitted assigns.
Nothing in this Agreement is
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intended to relieve or discharge the obligation or liability of any third person
or entity (except Rambus) to any party to this Agreement.
10.11 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.
10.12 Relationship of Parties. The parties hereto are independent
contractors. Nothing contained herein or done in pursuance of this Agreement
shall constitute either party the agent of the other party for any purpose or in
any sense whatsoever, or constitute the parties as partners or joint venturers.
10.13 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.
10.14 Waiver. The failure of either party to enforce at any time the
provisions of this Agreement, or the failure to require at any time performance
by the other party of any of the provisions of this Agreement, shall in no way
be construed to be a present or future waiver of such provisions, nor in any way
affect the right of either party to enforce each and every such provision
thereafter. The express waiver by either party of any provision, condition or
requirement of this Agreement shall not constitute a waiver of any future
obligation to comply with such provision, condition or requirement.
10.15 Government Approvals. SCE represents and warrants 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 may be required
to transfer technical information to [*] under this Agreement. SCE shall be
responsible for any required filings of this Agreement with the Japanese
government agencies.
10.16 Section Headings and Language. The section headings contained in this
Agreement are for reference purposes only and shall not affect in any way the
meaning or interpretation of this Agreement. The English language shall govern
the meaning and interpretation of this Agreement.
10.17 Ambiguities. Any rule of construction to the effect that ambiguities
are to be resolved against the drafting party shall not apply in interpreting
this Agreement.
10.18 Currency. All dollar amounts specified herein are in U.S. dollars,
and all payments pursuant to this Agreement shall be in U.S. dollars.
-27-
10.19 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 matter hereof and no agreement or
understanding varying, rescinding, or extending the same shall be binding upon
either party hereto unless in a written amendment or rescission signed by the
parties and approved by Rambus. For the avoidance of doubt, [*] and SCE may not
vary, amend, or rescind this Agreement without the prior written approval of
Rambus of the exact text of the amendment or rescission.
-28-
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.
[*] SONY COMPUTER ENTERTAINMENT,
[*] INC.
By: /s/ [*] By: /s/ ▇▇▇ ▇▇▇▇▇▇▇▇
------------------------------- ---------------------------------
Name: [*] Name: ▇▇▇ ▇▇▇▇▇▇▇▇
------------------------------- --------------------------------
Title: Vice President Title: CEO & President
------------------------------ -------------------------------
Date: Jan. 5, 2003 Date: Jan. 6, 2003
------------------------------- --------------------------------
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EXHIBIT A
REDWOOD RAMBUS INTERFACE TECHNOLOGY
The Redwood Rambus Interface Technology is a physical and logical layer
logic-to-logic subsystem capable of transferring data up to rates of up to 5.0
Gigabits-per-second (Gbps) per signal pair. The elements of the Redwood Rambus
Interface Technology include the Logic Layer ("Redwood RLC") (not to be provided
to [*] or SCE by Rambus), Rambus Access Cells ("Redwood RACs"), the Channel, and
associated clocking.
The logic device (processor, peripheral, ASIC, etc.) contains the storage
and processing functions needed by the application (Applications Units). The
application can transmit or receive data to or from another logic device using
up to a 5.0 Gbps Rambus Channel.
Small voltage swings and unidirectional differential signaling are used on
the Redwood Rambus interface to carry all data information to/from the Redwood
RACs. Advanced CMOS circuit design techniques are used in the implementation of
the driver/receiver and clock circuitry of the Redwood Rambus interface.
The Redwood RAC is the Input/Output cell which resides on the edge of the
die of the logic device. The Redwood RAC provides the basic
multiplexing/demultiplexing functions for converting the off-chip bus with up to
5.0 Gbps data rate -to a wider, and slower, on-chip bus. The Redwood RAC manages
the physical layer of the Rambus subsystem.
The Redwood RLC manages the logical layer of the Rambus subsystem. The
Redwood RLC sits between the Redwood RAC and the Application Unit, and provides
a simple intermediate protocol for performing read and write transactions
between two logic devices using the Redwood Rambus Interface Technology. The
Redwood RLC serves as a reference design and it may be used as is, or it may be
modified for a particular application.
The Redwood Rambus Channel is the system level interconnect necessary to
communicate at up to a 5.0 Gbps data rate between two logic chips. This includes
packaging, system PCB, and may include connector technologies.
Rambus is in development of the Redwood Rambus Interface Technology, so
material change in function or specification are possible and Rambus makes no
representation or warranty otherwise.
EXHIBIT B
YELLOWSTONE RAMBUS INTERFACE TECHNOLOGY
The Yellowstone Rambus Interface Technology is a complete memory and
chip-to-chip subsystem capable of transferring data rates initially at 3.2
Gigabit-per-second (3.2 Gbps) per signal pair. The elements of the Yellowstone
Rambus Interface Technology include the Rambus Memory Controller ("Yellowstone
RMC"), Yellowstone RAC, Channel, expansion subsystem, the interface portion of
the Yellowstone DRAMs ("Yellowstone DRAMs"), and associated clocking.
The logic device (processor, peripheral, ASIC, etc.) contains the storage and
processing functions needed by the application (Applications Units). The
application can access further storage in external Yellowstone DRAMs using a 3.2
Gbps Rambus Channel.
The Yellowstone DRAM is manufactured with standard submicron CMOS. The
Yellowstone DRAM operates with a 400MHz clock, transferring address and control
information at 800 Mbps and data at 3.2 Gbps. Small voltage swings are used on
the Yellowstone Rambus interface to carry all address, data, and control
information to/from the Yellowstone DRAMs. Differential signals are used on the
Yellowstone Rambus interface to carry data information to/from the Yellowstone
DRAMs. Advanced CMOS circuit design techniques are used in the implementation of
the driver/receiver and clock circuitry of the Yellowstone Rambus interface.
Initial applications for the Yellowstone Rambus Interface Technology include
applications with the Yellowstone DRAMs soldered on the main board (no modules
or expansion capabilities).
The Yellowstone RAC is the Input/Output cell which resides on the edge of the
die of the logic device. The Yellowstone RAC provides the basic
multiplexing/demultiplexing functions for converting the off-chip bus with the
3.2 Gbps data rate (Channel) to a wider, and slower, on-chip bus. The
Yellowstone RAC manages the physical layer of the Rambus subsystem.
The Yellowstone RMC manages the logical layer of the Rambus subsystem. The
Yellowstone RMC sits between the Yellowstone RAC and the Application Unit, and
provides a simple intermediate protocol for performing read and write
transactions to the Yellowstone DRAMs. The Yellowstone RMC also supports
interleaved transactions. The Yellowstone RMC serves as a reference design and
it may be used as is, or it may be modified for a particular application.
The Yellowstone Rambus Interface Technology pertains to or includes, without
limitation, the data path, interface logic, interface clock recovery, and I/O
portions of Yellowstone DRAMs, the Yellowstone RAC and Yellowstone RMC portions
of logic chips, the Rambus channel between such chips, and associated sockets
and modules. The Yellowstone interface portion of Yellowstone DRAMs includes,
without limitation, the following functional components and/or technology:
RAS state machine
CAS state machine
Input buffers/receivers
Output buggers/receivers
Clock recovery such as phase or delay lock loops
Mode control such as power
Protocol interface or interpreter
Direct access test mode
Slow mode test
Bias/Driver On test mode
Interface reference generators such as current or voltage references
Registers
Refresh control such as time base or address sequencing
Low power interface techniques such as signaling and clock power management
Rambus is in development of the Yellowstone Rambus Interface Technology, so
material change in function or specification is possible and Rambus makes no
representation or warranty otherwise.
EXHIBIT C
MEMORY HUB
The "Memory Hub" is a [*] (but not a [*]) for [*], which uses [*] in the
[*] for [*], or a [*], where such [*] and [*] are through the [*] incorporated
into such [*] or [*] (i.e., the portion of such [*] which provide [*] with the
[*]). For purposes of this Agreement a [*] will be deemed to be a [*], and, for
purposes of [*], the above-described [*] shall be considered the portion of the
[*] that provides [*] with the [*], notwithstanding that such [*] may not exist.
It is understood and agreed that a [*] may also be a [*].
EXHIBIT D
TRADEMARKS
Rambus, RDRAM, and the Rambus Logo ([GRAPHIC APPEARS HERE], or [GRAPHIC
APPEARS HERE]) are trademarks and registered trademarks of Rambus Inc. in the
United States and other countries.
The marking to be used for Licensed Rambus ICs is: [GRAPHIC APPEARS HERE]
Original logo artwork is available from the Rambus trademark department.
When using the Rambus trademarks in documentation and presentations, [*]
must follow the guidelines below:
1. The first and most obvious occurrence of each of the trademarks in text
needs to have the superscript (TM) to notify the reader of the trademark.
Subsequent occurrences in the same document do not require the (TM) symbol. This
must be done for each trademark. An example is:
The Rambus (TM) DRAM is also referred to as an RDRAM (TM) device.
2. [*] must provide notice in each document of the Rambus trademarks used and
that they are registered trademarks of Rambus Inc. This notice would typically
accompany [*]'s own trademark and copyright notices. If, for example, the terms
Rambus and RDRAM are used:
Rambus and RDRAM are trademarks and registered trademarks of Rambus
Inc. in the United States and other countries.
3. When referring to Rambus as a company, as in "Rambus Inc.", the TM symbol
should not be used. All other usage of the term "Rambus" should comply with
applicable trademark laws. For example, except when it is used to refer to
Rambus as a company, the term 'Rambus" should only be used as an adjective
modifying a noun. Examples of acceptable usage are:
the Rambus (TM) Channel
the Rambus (TM) Interface
the Rambus (TM) Technology
4. The term "RDRAM" should never be used as a noun, only as an adjective
modifying a noun. Examples of acceptable usage are:
RDRAM (TM) IC
RDRAM (TM) chip
RDRAM (TM) memory
RDRAM (TM) device
EXHIBIT E
FORM OF ROYALTY REPORT
[Attached]
ROYALTY REPORT: LICENSED ICS
UNDER THE BROADBAND ENGINE SUBLICENSE AGREEMENT
BETWEEN SCE CORPORATION AND [*]
PERIOD ______________________
PRODUCT UNITS SALES NET SALES* ROYALTY
--------------------------------------------------------------------------------
Broadband Engines Sold to SCE
Broadband Engines not Sold to SCE
Broadband Engine Derivatives Sold to SCE
Broadband Engine Derivatives not
Sold to SCE
Associated Chips Sold to SCE
Associated Chips not Sold to SCE
Memory Hubs Sold to SCE
Memory Hubs not Sold to SCE
Total royalty payable
Amount to be remitted
Note: This report is due within 60 days after the end of each quarter
* Only for percentage royalties.
