License Payments. As described more fully in the License Agreement and as an integral part of the overall consideration received by Rambus in respect of its releases and covenants not to xxx under Article 4, and its other obligations under the Comprehensive Resolution Agreements, over the next five (5) years SK hynix will pay Rambus aggregate license fees of Two Hundred Forty Million dollars (US $240,000,000.00), subject to certain adjustments and conditions as described in the License Agreement (the “License Payments”). In the event that SK hynix fails to pay any License Payment (and fails to cure such failure within the time period provided for in Section 6.2 of the License Agreement), Rambus shall have the option, at its sole discretion, to either: (a) exercise its option to terminate the License Agreement in accordance with Section 6.2 therein; or, (b) upon providing written notice to SK hynix, exercise its option to have SK hynix pay to Rambus, within one-hundred and eighty (180) days of the date of such notice, one-hundred and ten percent (110%) of the Remaining Balance (where the term “Remaining Balance” means the total amounts other than Quarterly Acquisition Adjustment Payments remaining unpaid, if any, under the License Agreement or the Substitute Agreement (as such term is defined in the License Agreement)) as part of the overall consideration received by Rambus under the Comprehensive Resolution Agreements, in order for Rambus to receive the full amount of the overall consideration intended to be received in respect of its releases, covenants not to xxx, and other obligations under the Comprehensive Resolution Agreements, in which case (i.e., Rambus’ exercise of the option set forth in this subsection (b)): (i) SK hynix will continue to be obligated, to pay any amounts that become due under Section 3.3 of the License Agreement prior to the Expiration Date of the License Agreement until terminated; (ii) Rambus and SK hynix agree that it would be impractical and extremely difficult to fix the damages which Rambus may suffer if SK hynix fails to make the License Payments; and, (iii) that such amount is a reasonable estimate under the circumstances existing as of the date hereof of the total net detriment Rambus would suffer in the event SK hynix fails to make such payments. Rambus will apply such amounts to any subsequent License Payments due under the License Agreement.
Appears in 2 contracts
Samples: Settlement Agreement (Rambus Inc), Settlement Agreement (Rambus Inc)
License Payments. As described more fully in the License Agreement and as an integral part of the overall consideration received by Rambus in respect of its releases and covenants not to xxx under Article 4, and its other obligations under the Comprehensive Resolution Agreements, over the next five (5) years SK hynix [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. will pay Rambus aggregate license fees of Two Hundred Forty Million dollars (US $240,000,000.00), subject to certain adjustments and conditions as described in the License Agreement (the “License Payments”). In the event that SK hynix fails to pay any License Payment (and fails to cure such failure within the time period provided for in Section 6.2 of the License Agreement), Rambus shall have the option, at its sole discretion, to either:
(a) exercise its option to terminate the License Agreement in accordance with Section 6.2 therein; or,
(b) upon providing written notice to SK hynix, exercise its option to have SK hynix pay to Rambus, within one-hundred and eighty (180) days of the date of such notice, one-hundred and ten percent (110%) of the Remaining Balance (where the term “Remaining Balance” means the total amounts other than Quarterly Acquisition Adjustment Payments remaining unpaid, if any, under the License Agreement or the Substitute Agreement (as such term is defined in the License Agreement)) as part of the overall consideration received by Rambus under the Comprehensive Resolution Agreements, in order for Rambus to receive the full amount of the overall consideration intended to be received in respect of its releases, covenants not to xxx, and other obligations under the Comprehensive Resolution Agreements, in which case (i.e., Rambus’ exercise of the option set forth in this subsection (b)):
(i) SK hynix will continue to be obligated, to pay any amounts that become due under Section 3.3 of the License Agreement prior to the Expiration Date of the License Agreement until terminated;
(ii) Rambus and SK hynix agree that it would be impractical and extremely difficult to fix the damages which Rambus may suffer if SK hynix fails to make the License Payments; and,
(iii) that such amount is a reasonable estimate under the circumstances existing as of the date hereof of the total net detriment Rambus would suffer in the event SK hynix fails to make such payments. Rambus will apply such amounts to any subsequent License Payments due under the License Agreement.
Appears in 2 contracts
Samples: Settlement Agreement, Settlement Agreement (Rambus Inc)
License Payments. As described more fully in the License Agreement and as an integral part of the overall consideration received by Rambus in respect of its releases and covenants not to xxx under Article 4, and its other obligations under the Comprehensive Resolution Agreements, over the next five (5) years SK hynix will pay Rambus aggregate license fees of Two Hundred Forty Million dollars (US $240,000,000.00), subject to certain adjustments and conditions as described in the License Agreement (the “License Payments”). In the event that SK hynix fails to pay any License Payment (and fails to cure such failure within the time period provided for in Section 6.2 of the License Agreement), Rambus shall have the option, at its sole discretion, to either:
(a) exercise its option to terminate the License Agreement in accordance with Section 6.2 therein; or,
(b) upon providing written notice to SK hynix, exercise its option to have SK hynix pay to Rambus, within one-hundred and eighty (180) days of the date of such notice, one-hundred and ten percent (110%) of the Remaining Balance (where the term “Remaining Balance” means the total amounts other than Quarterly Acquisition Adjustment Payments remaining unpaid, if any, under the License Agreement or the Substitute Agreement (as such term is defined in the License Agreement)) as part of the overall consideration received by Rambus under the Comprehensive Resolution Agreements, in order for Rambus to receive the full amount of the overall consideration intended to be received in respect of its releases, covenants not to xxx, and other obligations under the Comprehensive Resolution Agreements, in which case (i.e., Rambus’ ' exercise of the option set forth in this subsection (b)):
(i) SK hynix will continue to be obligated, to pay any amounts that become due under Section 3.3 of the License Agreement prior to the Expiration Date of the License Agreement until terminated;
(ii) Rambus and SK hynix agree that it would be impractical and extremely difficult to fix the damages which Rambus may suffer if SK hynix fails to make the License Payments; and,
(iii) that such amount is a reasonable estimate under the circumstances existing as of the date hereof of the total net detriment Rambus would suffer in the event SK hynix fails to make such payments. ______________ [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. Rambus will apply such amounts to any subsequent License Payments due under the License Agreement.
Appears in 1 contract
Samples: Settlement Agreement (Rambus Inc)