TRAC ADDENDUM TO SUPPLEMENT NO. 11 TO
SEMICONDUCTOR TECHNOLOGY LICENSE AGREEMENT
This Addendum to Supplement No. 11 to the parties Semiconductor
Technology License Agreement (the "Addendum") is entered into as of the date
last entered below by and between Rambus Inc., a California corporation with a
principal place of business at 0000 Xxxxxx Xxxxxx, Xxxxxxxx Xxxx, Xxxxxxxxxx
00000 X.X.X. ("Rambus") and NEC Corporation, a Japanese corporation with a
principal place of business at 7-1, Shiba 5-chome, Xxxxxx-xx, Xxxxx 000-00,
Xxxxx ("NEC").
WHEREAS, in 1991 Rambus and NEC entered into a Semiconductor Technology
License Agreement (as previously supplemented and amended, including, without
limitation, by Supplement Xx. 00, "Xxxxxxxxxx Xx. 00", collectively referred to
herein from time to time as the "License Agreement"); and
WHEREAS, the parties desire to further amend the License Agreement to
include the characterization by Rambus of an NEC ASIC test chip (incorporating
the Modified RAC produced by Rambus for NEC pursuant to Supplement No. 11) as
more fully set forth below.
NOW, THEREFORE, the parties agree that the License Agreement is further
amended by this Addendum to include the following:
1. Definitions.
Capitalized terms used in this Addendum shall have the meaning
specified therefor in Supplement No.11 and/or the License Agreement, as
appropriate, and, in addition, the following term shall have the meaning set
forth below.
1.1 "TRAC" means an ASIC test chip designed and manufactured by or for
NEC, incorporating (i) schematics and netlists provided by Rambus pursuant to
Exhibit A hereto and (ii) the Modified RAC produced by Rambus pursuant to
Supplement No. 11.
2. Scope of the Work.
Rambus shall, in accordance with the terms and conditions contained
herein perform characterization of a TRAC as specified in Exhibit A hereto (the
"Characterization") and shall use its reasonable best efforts to deliver to NEC
the deliverables specified in Exhibit A within forty-five (45) days after
delivery of the TRAC from NEC per Section 3 below.
3. NEC's Assistance.
NEC shall perform the obligations specified in Exhibit B to enable
Rambus to perform the Characterization. Based on the delivery schedule for the
layout database and schematics committed to by Rambus herein, NEC will use its
reasonable best efforts to complete the fabrication of a TRAC within ninety (90)
days after receipt of the Modified RAC GDSII database from Rambus.
4. Payments.
4.1 In consideration of Rambus' engineering services hereunder, NEC
will pay to Rambus a development fee equal to one hundred fifty thousand dollars
(U.S.$150,000) as follows:
(i) seventy-five thousand dollars (U.S.$75,000) within thirty
(30) days after delivery by Rambus to NEC of the deliverables set forth in
Section 2(1) of Exhibit A; and
(ii) seventy-five thousand dollars (U.S.$75,000) within thirty
(30) days after delivery by Rambus to NEC and NEC's acceptance of the
deliverables set forth in Section 2(2) of Exhibit A.
These payments will be nonrefundable and shall not be recoupable against any
royalty or other payment obligations of NEC under Supplement No. 11 or the
LIcense Agreement. The parties understand that this development fee represents
partial reimbursement of the total cost incurred by Rambus for engineering
services to be performed hereunder, and, accordingly, shall not be subject to
Japanese withholding tax. However, if a Japanese tax authority does impose
Japanese withholding tax on this payment or any portion thereof, NEC will be
solely responsible for payment of, and shall pay, the tax, i.e., the engineering
services fee specified in this Addendum shall be the amounts actually received
by Rambus from NEC.
4.2 Sections 5.3 and 5.4 of Supplement No. 11 shall apply to payments
made hereunder.
5. Miscellaneous.
5.1 Sections 6, 7, 8, 9, 10.2, 10.3, 10.4, 10.5, 10.6, 11 and 13 of
Supplement No. 11 are incorporated herein by this reference.
5.2 This Addendum shall be effective as of the date last written below
and shall automatically expire when NEC receives all the deliverables hereunder
and Rambus receives all payments required hereunder, unless earlier terminated
pursuant to Section 10.2 or 10.5 of Supplement No. 11.
The parties hereto execute this Addendum in duplicate as of the dates set forth
below.
NEC CORPORATION RAMBUS INC.
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By:_____________________________ By: _______________________
Print Name:_____________________ Print Name:________________
Title:__________________________ Title:_____________________
Date:__________________________ Date:______________________
EXHIBIT A
CHARACTERIZATION
1. CHARACTERIZATION WORK
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(1) Rambus shall characterize the New RAC pursuant to Supplement No. 11
on the Rambus ASIC Test Chip using a customized load board on its
HP83000 tester.
(2) The Characterization shall be performed using devices for one lot
which have been fabricated using typical process parameters.
2. DELIVERABLES
(1) Netlists and test patterns for the Rambus ASIC Test Chip which
provides a device to characterize the PLL and the AC and DC parameters
of the NEW RAC.
(2) A Characterization report of the New RAC on the Rambus ASIC Test
Chip and its data.
EXHIBIT B
NEC'S SUPPORT ON CHARACTERIZATION
1. NEC will design an ASIC which includes the Modified RAC and incorporates the
netlists of the TRAC. At its option, Rambus may choose to provide to NEC a
completed EZTRAC circuit layout, designed for the NEC Process Technology, which
will incorporate the Rambus-designed Modified RAC.
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2. NEC will generate masks and manufacture engineering samples of the TRAC with
the Modified RAC.
3. NEC will provide package engineering samples of the TRAC with the Modified
RAC to Rambus.
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