RESEARCH AND DEVELOPMENT CONTRACT:
GIGABIT LINKS AND MULTIMEDIA INFORMATION DELIVERY SYSTEMS
This Research and Development Contract (the "AGREEMENT") is made this 1st day
of July, 1998 (the "EFFECTIVE DATE") between Silicon Image, Inc., a California
corporation with its principal place of business at 00000 Xxxx Xxxx,
Xxxxxxxxx, Xxxxxxxxxx 00000 ("SII") and the Inter-University Semiconductor
Research Center of Seoul National University, located in Seoul, Korea
("ISRC"). (As used herein, "PARTY" or "PARTIES" will refer to SiI, ISRC, or
both, as the case may be).
1. OBJECTIVE.
SiI requests ISRC to conduct research and development on "Gigabit Links
and Multimedia Information Delivery Systems." The specific objectives of
the research to be conducted are described in Exhibit A (the "PROJECT").
2. PERIOD OF THE RESEARCH. This Agreement will provide funding for research
activities for a period of eighteen (18) months, through December 31,
1999.
3. OBLIGATIONS BY ISRC.
3.1. USE OF RESEARCH FUNDS. The research funds provided by SiI to ISRC
may only be used to cover expenses directly or indirectly related
to the Project. A complete accounting of the use of the research
funds and expense reports with receipts for any equipment
purchased must be provided in the final report, described below.
3.2. PROJECT LEADER. ISRC will designate Xxxxxxxxx Xxxx-Xxxxx Xxxxx as
the faculty member in charge of this project. Xx. Xxxxx will be
the primary technical and university contact for SiI for all
technical and administrative issues related to the Project for the
Term of this Agreement ("PROJECT LEADER").
3.3. PROGRESS REPORTS AND SEMINARS
3.3.1. Progress Reports. Within thirty (30) days of the end of
each calendar quarter, ISRC will submit to SiI the status
and accomplishments of all research and development
activities related to the Project ongoing during the
quarter just ended. Within sixty (60) days after
termination of this Agreement, ISRC will submit a final
report to SiI detailing the overall project history,
accomplishments, success and failures of the Project.
3.3.2. Seminars. At most twice yearly, the Project Leader will
provide SiI with a technical seminar at SiI's headquarters
in California, USA, covering the research projects
undertaken as part of this Agreement, as well as other
research areas of interest to both Parties. SiI will cover
all travel expenses associated with the seminar for the
Project Leader and up to three (3) students, as identified
in Exhibit B, participating in the Project.
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3.4. PRODUCTIZATION COOPERATION. The Project Leader will support and
help SiI in SiI's efforts to productize the results of the
Project, if SiI chooses to do so. This includes traveling to SiI
to providing technical assistance to SiI's development programs.
SiI agrees to assume all travel expenses associated with such
cooperation and assistance.
4. OBLIGATIONS BY SII.
4.1. PROJECT FUNDING. SiI will provide a total of $120,000 to ISRC to
conduct the research and development associated with the Project.
The funding will be paid as follows:
- $20,000 within forty-five (45) days after the signing of this
Agreement;
- $20,000 by October 1, 1998;
- $40,000 by February 1, 1999;
- $40,000 by July 1, 1999.
5. INTELLECTUAL PROPERTY OWNERSHIP. All right, title and interest in and to
any and all designs, discoveries, inventions, products or product ideas,
research results, measurement data, computer programs, test or other
reports, patents and other intellectual property, and system, PCB or
semiconductor prototypes (collectively "Design Materials") conceived or
developed as part of the Project shall at all times be and remain with
SiI.
6. CONFIDENTIALITY
6.1. DEFINITION. SiI and ISRC acknowledge that, in the course of
performing their obligations hereunder, ISRC will obtain
information and materials from SiI and knowledge about the
business, products, programming techniques, experimental work,
customers, clients and suppliers of SiI and that all such
knowledge, information and materials acquired, the existence,
terms and conditions of this Agreement, and the Designs and
Materials, are and will be the trade secrets of SiI (collectively
"CONFIDENTIAL INFORMATION"). Such Confidential Information
includes without limitation any and all intermediate and final
results and materials from the Project.
6.2. OBLIGATION. ISRC agrees, for itself, its faculty (including the
Project Leader), students and employees that it will (a) use the
other SiI's Confidential Information only in connection with
fulfilling its obligations under this Agreement; (b) hold SiI's
Confidential Information in strict confidence and exercise due
care with respect to its handling and protection, consistent with
its own policies concerning protection of its own Confidential
Information of like importance; (c) not disclose, divulge or
publish SiI's Confidential Information except to such of its
responsible faculty, employees and students who have a bona fide
need to know to the extent necessary to fulfill ISRC's obligations
under this Agreement; and (d) instruct all such persons not to
disclose SiI's Confidential Information to any third parties,
without the prior written permission of SiI.
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6.3. EXCEPTIONS. The obligations set forth in Section 6.2 will not
apply to SiI's Confidential Information which (i) is or becomes
public knowledge without the fault or action of ISRC; (ii) is
received by ISRC from a third party, without restriction as to use
or disclosure; (iii) ISRC can document was independently developed
by it; (iv) is required to be disclosed pursuant to law, provided
ISRC uses reasonable efforts to give SiI reasonable notice of such
required disclosure; or (v) is or becomes available ISRC on an
unrestricted basis from SiI.
6.4. NON-DISCLOSURE AGREEMENTS. ISRC represents that to the best of its
knowledge, at the Effective Date, all ISRC faculty (including the
Project Leader), employees and students with access to the SiI
Confidential Information have executed ISRC non-disclosure
agreements or are otherwise under written obligation of
non-disclosure which, inter alia, require such persons to maintain
the confidentiality of Confidential Information of third parties
received by ISRC. ISRC agrees that during the Term of this
Agreement, it shall use reasonable efforts to assure that all
additional ISRC faculty, students and employees will execute ISRC
non-disclosure agreements prior to have access to the SiI
Confidential Information or working on the research covered by
this Agreement.
7. MODIFYING THE AGREEMENT.
The scope, nature, duration and funding of Project may be modified at any
time if agreed to in writing by both Parties.
8. TERM AND TERMINATION.
8.1. TERM. The Term of this Agreement is eighteen (18) months.
8.2. TERMINATION.
8.2.1. Material Breach. If either Party materially breaches any
term or condition of this Agreement and fails to cure that
breach within thirty (30) days after receiving written
notice of the breach, the other Party shall have the right
to terminate this Agreement any time after the end of such
thirty (30) day period.
8.3. EFFECTS OF TERMINATION.
8.3.1. Return of Silicon Image Confidential Information. ISRC
shall return or destroy all copies of the Silicon Image
Confidential Information of the SiI within thirty (30) days
after the effective date of the termination. At the request
of SiI, the Project Leader will certify in writing that
ISRC has complied with this obligation.
8.3.2. No Liability for Damages. Neither Party will be liable for
damages of any kind as a result of exercising its right to
terminate this Agreement according to its terms, and
termination will not affect any other right or remedy at
law or in equity of either Party.
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8.3.3. Survival. The rights and obligations of the parties under
Sections 5 (Intellectual Property Ownership) and 6
(Confidentiality), will survive the termination or
expiration of this Agreement.
EXHIBITS
Exhibit A - Research Project Proposal
Exhibit B - Project Participants
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
Effective Date.
SILICON IMAGE, INC. INTER-UNIVERSITY SEMICONDUCTOR
RESEARCH CENTER OF
SEOUL NATIONAL UNIVERSITY
By: /s/ Xxxxx X. Xxxxxxxx /s/ Hyeong Xxxx Xxx
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Name: Xxxxx X. Xxxxxxxx Xxxxxx Xxxx Xxx
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Title: President Director
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Date: 7/15/98 98.7.10
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EXHIBIT A
RESEARCH PROJECT PROPOSAL
The research project covered by this Agreement shall focus on the following
areas:
1. high-speed serial communications circuit and protocol technologies
and semiconductor implementations of such technologies;
2. implementation of the above technologies as semiconductor devices,
including the migration of such technologies to multiple
semiconductor processes and the testing of all devices;
3. applications of the above technologies as the physical layer of a
gigabit link and network interface;
4. applications of the above technologies as LCD flat-panel and CRT
interfaces;
5. multimedia applications of the above serial technologies.
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EXHIBIT B
PROJECT PARTICIPANTS
1. Project Leader:
Xxxx-Xxxxx Xxxxx, Associate Professor, Seoul National
University
2. Researchers:
i) Xxxxxxxx Xxx, Ph.D. Candidate, Seoul National
University
ii) Yongsam Moon, Ph.D. Candidate, Seoul National
University
iii) Yeshik Shin, Ph.D. Candidate, Seoul National
University
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