EXHIBIT 10.3.8
AMENDMENT NO. 8 TO
SEMICONDUCTOR TECHNOLOGY AGREEMENT
This Amendment No. 8 (the "Amendment") to the parties' Semiconductor
Technology Agreement is entered into as of the date last entered below by and
between Rambus Inc., a Delaware corporation with principal offices at 0000
Xxxxxx Xxxxxx, Xxxxxxxx Xxxx, Xxxxxxxxxx 00000, X.X.X. ("Rambus") and LG Semicon
Co., Ltd. (formerly known as Goldstar Electron Co., Ltd.), a Korean corporation
with principal offices at 0, Xxxxxxxxxx-xxxx, Xxxxxxx-xx, Xxxxxxxx-xx,
Xxxxxxxxxxxxxx-xx, 361-480 Korea ("LGS")
WHEREAS, in 1994 the parties entered into a Semiconductor Technology
Agreement (as previously restated and amended, the "License Agreement"); and
WHEREAS the parties desire to further amend the License Agreement as set
forth herein;
NOW, THEREFORE, the parties agree that the License Agreement is amended as
follows:
1. Capitalized terms used in this Amendment but not defined herein shall
have the meaning specified therefor in the License Agreement. In addition:
(a) "Warrant" shall mean a warrant for the purchase of shares of
common stock of Rambus (i) with a per share exercise price equal to the average
of the closing price of Rambus common stock on the Nasdaq National Market on
each of the ten trading days immediately preceding the issuance of the warrant,
(ii) with the exercise price payable upon exercise in cash in U.S. dollars,
(iii) with a term of seven years from the date of issuance, (iv) containing a
180-day lock-up provision in relation to any underwritten offering of Rambus
common stock and (v) with other customary terms and conditions.
(b) The following definitions are added to the License Agreement:
(i) "Rambus-1 DRAM" shall mean a Rambus DRAM which is Compatible
with the Rambus-1 Interface Specification and is not Compatible with the Rambus-
2 Interface Specification.
(ii) "Base Rambus-1 DRAM" shall mean a Rambus-1 DRAM which is
Compatible with Rambus' Base Rambus-1 Interface Specification.
(iii) "Concurrent Rambus-1 DRAM" shall mean a Rambus-1 DRAM which
is Compatible with Rambus' Concurrent Rambus-1 Interface Specification.
2. Subject to the remainder of this section:
(a) Rambus agrees to issue to LGS a Warrant to purchase twenty-five
thousand (25,000) shares of Rambus common stock if LGS is the first Rambus
licensee to sell one million Concurrent Rambus-1 DRAMs.
(b) Rambus further agrees to issue to LGS a Warrant to purchase thirty
thousand (30,000) shares of Rambus common stock if LGS is one of the first three
(3) Rambus licensees qualified by Rambus as having Rambus-2 DRAMs Compatible
with the Rambus-2 Interface Specification.
(c) Rambus further agrees to issue to LGS a Warrant to purchase seventy
thousand (70,000) shares of Rambus common stock if LGS is one of the first three
(3) Rambus licensees to sell ten (10) million Rambus-2 DRAMs.
Rambus shall determine, in its sole and absolute judgment, whether LGS has
satisfied any of the above conditions and is therefore entitled to any of the
above Warrants, and Rambus' determination shall be final, binding and not
subject to question or dispute. Further, LGS's eligibility for these Warrants
shall be conditioned on LGS's providing to Rambus all information, data, and
records as Rambus may require to facilitate Rambus' determination. Any Warrant
to which LGS is entitled pursuant to this section shall be granted at or near
the time of Rambus' determination of LGS' eligibility, as such time is
determined by Rambus in its sole and absolute discretion.
LGS's eligibility for these Warrants shall also be conditioned upon LGS
delivering an investment representation statement in a form acceptable to Rambus
containing such information as is necessary for Rambus to confirm compliance
with applicable securities laws, and certifying, among other things, that LGS is
acquiring the Warrant and the underlying shares of common stock for its own
account and not with a view to the distribution thereof and that any subsequent
resale of the underlying shares will be made only in accordance with an
exemption from the registration requirements of applicable securities laws.
3. Rambus agrees to consider reductions in LGS's royalty rate(s) for
Rambus DRAMs, to the extent both companies, in their discretion, determine that
such reductions would be mutually beneficial.
4. With respect to Section 4.3(b) of the License Agreement, LGS agrees to
include in its royalty reports the number and type of each Licensed Rambus IC
Sold, including without limitation an allocation of Rambus DRAMs by number of
each of Base Rambus-1 DRAMs, Concurrent Rambus-1 DRAMs, and Rambus-2 DRAMs Sold
by LGS in the quarter.
5. If Rambus Interface Technology licensed to and being used by LGS is
finally held to infringe any third party patent or other intellectual property
right, then, at LGS's request, Rambus will discuss with LGS mutually beneficial
solutions to the problem.
6. Except as set forth herein, the License Agreement shall remain
unmodified and in full force and effect in accordance with its terms.
RAMBUS INC. LG SEMICON CO., LTD.
By: /s/ Xxxxx Xxxx By: /s/ Xxxxx-Sun Xxxx
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Print Name: Xxxxx Xxxx Print Name: Xxxxx-Sun Xxxx
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Title: President & CEO Title: Executive Vice President
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Date: May 20, 1998 Date: May 20, 1998
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