Exhibit 10.27
CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED
AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT
HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.
AGREEMENT
THIS Agreement is entered into as of the Effective Date, between
National Semiconductor Corporation. with a principal place of business located
0000 Xxxxx Xxxx, Xxxxxxxxx, Xxxxxxxxxx ("NATIONAL"), and Silicon Storage
Technology, Inc. located at 0000 Xxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxxxx, X.X.X.
("SST"). NATIONAL and/or SST may hereinafter be referred to as a "party" or the
"parties" as the case may require.
WHEREAS, SST has designed and developed the SST Technology; and
WHEREAS, SST is the owner of the SST Intellectual Property Rights; and
WHEREAS, NATIONAL desires to obtain from SST a license to use, make,
sell, and distribute products containing or using SST Technology; and
WHEREAS, SST agrees to grant to NATIONAL such a license in accordance
with the terms and conditions set forth in this Agreement: and
WHEREAS, SST desires to obtain foundry capacity for SST Products and
NATIONAL desires to perform foundry services for SST.
NOW THEREFORE, in furtherance of the foregoing premises and in
consideration of the mutual covenants and obligations hereinafter set forth, the
parties intending to be legally bound hereby, do agree as follows:
ARTICLE I - DEFINITIONS
1. "SST Technology" shall mean SST's flash memory technology having geometry
features no smaller than 0.25um, including Flash Cell design and process,
with a minimum flash memory cell size of [ * ] , memory array architecture,
process design rules, testing example, circuit design examples and physical
layout. SST Technology shall not include designs relating to Subsystems or
Embedded Memory.
2. "Subsystem" shall mean a group of interconnected integrated circuit chips
forming a subsystem that performs well-defined transfer functions with
respect to interface signals (i.e. inputs and outputs) within a system.
3. "Embedded Memory" shall mean an ASIC or microcontroller type product that
includes a nonvolatile electrically programmable memory cell, or an array
of non-volatile electrically programmable memory cells, each capable of a
single bit of storage per cell, designed or manufactured using SST
Technology and embedded within other circuitry, other than circuitry whose
function is required for the operation of the memory cell or array, such as
row decoder, sense amplifier, charge pump or input/output buffers.
4. "Licensed Product" shall mean an Embedded Memory product, which was
designed by or for NATIONAL or according to NATIONAL's customer's
specification's, and which incorporates substantial elements of the SST
Technology. For the avoidance of doubt, Licensed Products shall not
include:
I) memory only products, i.e. the sole purpose or function of which is
for the storage and retrieval of data or information and used as
standalone memory products,
[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT
TO THE OMITTED PORTIONS.
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II) stand alone COMBO memory, i.e. flash memory combined with SRAM, DRAM,
EEPROM or ROM,
III) single chip mass storage products which consist substantially of flash
memory with logic interface,
IV) an embedded flash product in which the Flash Area relative to the
Licensed Product area [ * ], provided however, if requested by
NATIONAL, SST shall consider a higher percentage on a case by case
basis; or
V) any product using SST Technology, having a non-volatile cell storing
more than one bit per cell. A Licensed Product shall be an Embedded Memory
product made by NATIONAL which may use [ * ] with the exceptions noted
hereinabove. National may only present SST Technology to NATIONAL customers in
the form of the Licensed Product's specifications. GDSII layout data base tapes,
circuit designs, schematics and related data of SST Technology shall not be
disclosed by National to Licensed Product customers.
5. "SST Product" shall mean: a standalone memory, COMBO memory,
microcontroller with embedded flash, single chip mass storage product, or a
logic product with embedded SST Technology designed by or for SST, which
incorporates SST Technology, or a Licensed Product designed for SST by
NATIONAL.
6. "Flash Cell" shall mean a nonvolatile memory cell for storage of a single
bit based upon the split-gate, source side injection, SuperFlash-R-
technology used in SST Technology.
7. "Flash Area" shall mean the total area of the SST Technology portion of a
Licensed Product. The Flash Area shall include Flash Cell array,
addressing, decoding, sensing, charge pump, and all related circuits
required for the operation of the Flash Cell.
8. "SST Intellectual Property Rights" shall mean [ * ].
9. "Wafer Price" shall mean the foundry price of SST Products per wafer, or in
the case of die pricing shall be based on the number of yielding SST
Product dice multiplied by the price of each die.
10. "Proprietary Information" shall mean any information controlled by a party
hereto identified as proprietary and/or confidential and disclosed to the
other party according to this Agreement. Written Proprietary Information
shall be clearly marked "CONFIDENTIAL" or "PROPRIETARY". Oral
[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT
TO THE OMITTED PORTIONS.
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disclosures of Proprietary Information shall be identified as Proprietary
Information at the time of oral disclosure and confirmed in writing, or
email, by the disclosing party as such within thirty (30) days of the oral
disclosure. In case of disagreement, the receiving party must make a
written objection thereto within thirty (30) days after receipt of the
information. Proprietary Information shall not include information that:
I) is now in or subsequently enters the public domain or otherwise
becomes available to the public other than by breach of this
Agreement by the receiving party;
II) was rightfully in the receiving party's possession prior to receipt
from the disclosing party, with the receiving party having the
burden of proof;
III) is rightfully received by the receiving party from a third party;
or
IV) is independently developed by the receiving party without use of
any proprietary information or trade secrets of the disclosing
party, with the receiving party having the burden of proof.
11. "Effective Date" shall mean either the date when this Agreement is signed
by both parties, or the date when NATIONAL and SST receive all necessary
approvals for this Agreement from their respective governments, whichever
is later.
12. "Subsidiary(ies)" shall mean any corporation, company or other entity
controlled by, controlling, or under common control with, either party
hereto. As used herein, the term "control" means ownership or control,
direct or indirect, now or hereafter during the term of this Agreement, of
more than fifty percent (50%) of the outstanding shares of interest
entitled to vote for the election of directors (other than any shares or
stock whose voting rights are subject to restriction) of such corporation,
company or other entity. Any corporation, company or other entity which
would at any time be a Subsidiary of SST or NATIONAL, as the case may be,
by reason of the foregoing shall be considered a Subsidiary for the purpose
of this Agreement only so long as such control exists.
13. "NATIONAL Subcontractors" are work-for-hire design service providers who
are contracted with NATIONAL to design for NATIONAL Licensed Products and
who are bound by a non-disclosure agreement with NATIONAL to keep SST
Technology and SST Intellectual Property Rights confidential to at least
the same standard of confidence SST and NATIONAL have agreed to in this
Agreement. In the event NATIONAL does not enforce the non-disclosure
provisions of this Agreement to SST's reasonable satisfaction, such rights
to enforce the confidentiality provisions of such non-disclosure agreements
are assigned to SST.
14. "NATIONAL Improvements" shall mean improvements made by NATIONAL to the
Flash Cell and improvements to circuits related to such SST Technology. A
circuit shall be deemed related to such SST Technology if such circuit is
specific to such Flash Cell and would not function properly if such Flash
Cell were replaced with another memory cell not utilizing the SST
Technology. Improvements shall also include incremental improvements to the
Flash Cell or circuit designs included within the SST Technology and
provided in the deliverables or any SST confidential documents passed on to
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NATIONAL during the term of this Agreement. An improvement shall be deemed
incremental if it is based on the same underlying operating principle with
modification. If SST and NATIONAL disagree as whether an improvement made
by NATIONAL is a NATIONAL Improvement, the parties will in good faith
negotiate with each other to reach agreement as to the status of such
improvement.
15. "SST Improvements" shall mean improvements made by SST to the Flash Cell
and improvements to circuits related to such SST Technology. A circuit
shall be deemed related to such SST Technology if such circuit is specific
to such Flash Cell and would not function properly if such Flash Cell were
replaced with another memory cell not utilizing the SST Technology. An
improvement shall be deemed incremental if it is based on the same
underlying operating principle with modification. If SST and NATIONAL
disagree as whether an improvement made by SST is a SST Improvement, the
parties will in good faith negotiate with each other to reach agreement as
to the status of such improvement.
16. "Joint Invention" shall mean any idea, design, concept, technique,
discovery, or improvement, whether or not patentable, made jointly by one
or more employees of NATIONAL with one or more employees of SST, during the
term or renewed term of this Agreement and in the performance hereunder,
provided that either the conception or actual reduction to practice occurs
during the term or renewed term of this Agreement and in the performance
hereunder.
17. "Sole Invention" shall mean any idea, design, concept, technique,
discovery, or improvement, whether or not patentable, made by one or more
employees of NATIONAL, or made by one or more employees of SST, without
contribution from the other, during the term of this Agreement in the
performance hereunder, provided that either the conception or actual
reduction to practice occurs during the term of this Agreement and in the
performance hereunder.
18. "Qualified" and "Qualification" shall mean NATIONAL produced SST Products
that meet a mutually agreed upon criteria, which shall include acceptable
yield, reliability, and other test performances. NATIONAL shall conduct
such tests and notify SST of such milestone.
ARTICLE II - GRANT
19. Subject to the terms and conditions of this Agreement, , SST grants
NATIONAL and NATIONAL's Subsidiaries under SST Intellectual Property
Rights, a world wide, non-exclusive, personal, non-transferable, royalty
bearing license and right (without the right to sublicense): to design (for
itself or for its customers), and have designed by NATIONAL Subcontractors,
Licensed Products, to manufacture at NATIONAL owned wafer manufacturing
plants such Licensed Products, and to sell the manufactured Licensed
Products. Use of the license granted herein, shall not constitute a right
to sublicense the technology to any third party for manufacturing Licensed
Products or any other products using SST Technology. Notwithstanding the
foregoing, NATIONAL shall have the right to have Licensed Products made at
TSMC (Taiwan Semiconductor Manufacturing Corporation) foundry plants so
long as TSMC is licensed under SST Technology. Use of the license granted
herein, shall not constitute a right
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to incorporate SST's original product designs, design data bases or
substantially similar circuit designs into Licensed Products without prior
written consent from SST.
20. In consideration of the license set forth in Paragraph 19, NATIONAL shall
pay royalties to SST as described in Article III. In further consideration
of the licenses granted herein, NATIONAL agrees to provide foundry services
to SST as set forth in Article III.
21. [ * ]
22. [ * ]
23. The SST Technology covered in the Agreement is restricted to a 0.25um
generation . The term of this Agreement is perpetual unless otherwise
terminated by the provisions of Article VI, and so long as the
commercialization targets for Licensed Products are met by NATIONAL, which
targets are based on a reasonable number of wafers produced by NATIONAL for
Licensed Products.
24. Subject to the terms and conditions of this Agreement, SST grants NATIONAL
and NATIONAL's Subsidiaries under SST Improvements, a world wide,
non-exclusive, personal, non-transferable license and right (without the
right to sublicense): to design (for itself or for its customers), and have
designed by NATIONAL Subcontractors, Licensed Products, to manufacture at
NATIONAL owned wafer manufacturing plants such designed Licensed Products,
and to sell the manufactured Licensed Products without additional royalty.
25. In consideration of SST's grants of the licenses set forth in Paragraphs 19
and 24, NATIONAL grants to SST and its Subsidiaries under NATIONAL
Improvements, a world wide, non-exclusive, free, perpetual and
non-terminable (except for termination based upon breach of this Agreement
by SST) and unrestricted license with the right to sublicense such NATIONAL
Improvements.
26. Both parties agree that the objective of establishing SST Technology for
0.25um geometry is to yield similar design rules and device specifications
allowing SST to keep the same design (GDSII data base) for SST Products and
to allow such products to be manufactured at both NATIONAL and at SST's
other foundry, TSMC. If any incompatibility should develop in National's
manufacturing process that causes SST's original working design to require
modifications, NATIONAL and SST shall use commercially reasonable efforts,
at no additional cost to SST, to make necessary process changes so that the
same design manufacturable at TSMC can be manufactured at NATIONAL's South
Portland facility. In the event such modifications cannot be done to the
parties' mutual satisfaction, either party may terminate
[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT
TO THE OMITTED PORTIONS.
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this Agreement upon thirty (30) days' prior written notice to the other
party, without liability to the other party.
27. SST shall provide NATIONAL with the deliverables (the "Deliverables") and
technical assistance specified in Exhibit "A".
28. NATIONAL agrees that so long as this Agreement is in effect, the SST
Technology shall be the sole technology it uses for 0.25um non-volatile
memory foundry, flash embedded and Licensed Products in NATIONAL
facilities. In the event NATIONAL develops alternative third party flash
technology, SST reserves the right to terminate this Agreement. NATIONAL
shall inform SST of such development no later than beginning such a
development project.
ARTICLE III - ROYALTY
[ * ]
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[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT
TO THE OMITTED PORTIONS.
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ARTICLE IV - INTELLECTUAL PROPERTY RIGHTS
34. Title to all intellectual property rights relating to SST Improvements
under this Agreement shall be owned by SST, and all expenses incurred in
obtaining and maintaining such rights shall be borne by SST. In case SST
elects not to seek or maintain legal protection for any such invention or
improvement in any particular country or territory, upon SST's written
approval, NATIONAL shall have the right to seek protection at its sole
expense and for its sole benefit and shall have full control over the
prosecution and maintenance thereof, provided that NATIONAL shall grant to
SST a royalty free, non-exclusive, perpetual and non-terminable license to
use and to sublicense such invention(s) or improvement(s).
35. Title to all intellectual property rights relating to NATIONAL Improvements
under this Agreement shall be owned by NATIONAL, and all expenses incurred
in obtaining and maintaining such rights shall be borne by NATIONAL. In
case NATIONAL elects not to seek or maintain legal protection for any such
invention or improvement in any particular country or territory, upon
NATIONAL's written approval, SST shall have the right to seek protection at
its sole expense and for its sole benefit and shall have full control over
the prosecution and maintenance thereof, provided that SST shall grant to
NATIONAL a royalty free, non-exclusive, perpetual and non-terminable
license to use and to sublicense such invention(s) or improvement(s).
36. Each party shall have and retain the sole and exclusive ownership of their
respective Sole Inventions.
37. Joint Inventions shall be jointly owned; title to all patents issued
thereon shall be joint; all expenses incurred in obtaining and maintaining
such patents, except as provided herein, shall be jointly shared, and each
party shall have the unrestricted right to license third parties thereunder
without accounting. In the event that one party elects not to seek patent
protection for any Joint Invention in any particular country or not to
share equally in the expense thereof with the other party, the other party
shall have the right to
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seek or maintain such protection at its own expense in such a country and
shall have full control over the prosecution and maintenance thereof even
though title to any patent issuing therefrom shall be jointly owned.
Neither party shall be entitled to reimbursement from the other party for
expenses incurred more than one (1) year from the date the expense was
incurred.
38. Each party shall give the other party all reasonable assistance in
obtaining patent protection and in preparing and prosecuting any patent
application filed by the other party, and shall cause to be executed
assignments and all other instruments and documents as the other party may
consider necessary or appropriate to carry out the intent of this Paragraph
38.
ARTICLE V - WARRANTY/INDEMNIFICATION
39. SST warrants and represents that it has the right and authority to convey
and grant the licenses to National as set forth herein.
40. SST represents that the SST Technology including the deliverables provided
hereunder to NATIONAL is, and shall be kept accurate, updated technology
available to SST.
41. NATIONAL warrants and represents that it has the right and authority to
enter into this Agreement and uphold its obligations as set forth herein.
42. NATIONAL represents that it owns or has proper licenses to all intellectual
property needed to act as a foundry supplier to SST hereunder.
43. SST represents that to the best of its knowledge, except as described in
Exhibit "C" there are no actions for infringement against SST or, to SST's
knowledge, its licensees or their Subsidiaries, with respect to items it or
any of them makes or sells embodying SST Intellectual Property Rights
anywhere in the world.
44. SST agrees to indemnify, hold harmless and defend NATIONAL from and against
any and all equitable ACTIONS, damages, costs and expenses incurred by
NATIONAL in connection with a claim that alleges that the Flash Cell
portion of the SST Technology infringes any intellectual property right of
a third party , provided SST has been given prompt notification and
reasonable assistance from NATIONAL (at SST's expense up to the limit set
forth in Paragraph 47 hereof), and SST has sole control over legal action.
If it is determined by final adjudication, without further right of appeal
that the Flash Cell portion of the SST Technology, infringes third party
intellectual property rights under the laws of the United States or any
copyright, trade secret right of the United States or any other
jurisdiction, SST may, at its sole option and expense (up to the limit set
forth in Paragraph 47 hereof), procure for NATIONAL the right of continued
use of the SST Technology as provided hereunder, or modify the allegedly
infringing item such that it is no longer infringing, or replace the
allegedly infringing item, within sixty (60) days after adjudication.
45. NATIONAL agrees to indemnify, hold harmless and defend SST from and against
any and all equitable actions, damages, costs and expenses incurred by SST
in connection with a claim that alleges the design of a Licensed Product,
the manufacturing of a Licensed Product, and/or the sale of a Licensed
Product and the use thereof by a customer of NATIONAL, or the manufacturing
of an SST Product by
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NATIONAL infringes the intellectual property rights of any third party,
provided NATIONAL has been given prompt notification and reasonable
assistance from SST (at NATIONAL's expense up to the limit set forth in
Paragraph 47 hereof), and NATIONAL has sole control over the legal action.
This indemnity shall not apply to the extent any claim of infringement
arises out of the Flash Cell portion of the SST Technology and/or
NATIONAL's compliance with SST's specifications. If it is determined by
final adjudication, without further right of appeal that the manufacturing
of the SST Product by NATIONAL infringes third party intellectual property
rights under the laws of the United States or any copyright, trade secret
right of the United States or any other jurisdiction, NATIONAL may, at its
sole option and expense (up to the limit set forth in Paragraph 46 hereof),
procure the right to manufacture the SST Product, or modify the allegedly
infringing manufacturing process or method such that it is no longer
infringing, or replace the allegedly infringing manufacturing process or
method, within sixty (60) days after adjudication.
46. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INCIDENTAL, INDIRECT OR
CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT.
47. In no event shall either party be liable to the other for damages, in the
aggregate, greater than [ * ].
ARTICLE VI - TERM AND TERMINATION
48. This Agreement shall remain in full force and effect unless terminated as
provided elsewhere herein. Upon termination, all tangible Proprietary
Information and all documents and things, including all deliverables,
transferred pursuant to this Agreement shall be returned or destroyed
according to the instruction of the disclosing party.
49. This Agreement may be terminated by either party if the other party: (1)
breaches any material provision of this Agreement and does not cure or
remedy such breach within thirty (30) days after receipt of the notice of
breach from the other party; (2) becomes the subject of a voluntary or
involuntary petition in bankruptcy or any proceeding relating to
insolvency, receivership, liquidation, or composition for the benefit of
creditors if such petition or proceeding is not dismissed with prejudice
within sixty (60) days after filing. Termination of this Agreement shall be
effective immediately after issuance of a written notice of termination to
the other party by the non-defaulting party.
50. Should SST terminate this Agreement in accordance with Paragraph 48
NATIONAL shall cease and desist all use of the licenses granted herein,
except for the performance of its obligations to customers, which are
incurred before termination of this Agreement; provided, however, in the
event the termination was for non-payment, NATIONAL can satisfy its
obligation to its customers only after making payments to SST's reasonable
satisfaction. The obligation and duties of both parties under this
Agreement for existing products at the time of termination shall survive
the termination of this Agreement. Should NATIONAL terminate this Agreement
in accordance with Paragraph 49
[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT
TO THE OMITTED PORTIONS.
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NATIONAL shall have the right to maintain the rights and licenses provided
for herein, provided it continues to make the royalty payments provided for
herein.
51. Upon the breach by either party to this Agreement of any provision of this
Agreement, the non-breaching party shall have the right to pursue all
available remedies at law or in equity.
52. The termination of the licenses granted under this Agreement, shall not
release one party from any of its obligations or liabilities here or before
incurred, or rescind or give any rights to rescind, anything done or any
payment made or other consideration given theretofore to the other party
under this Agreement, provided that NATIONAL will have such rights, under
such licenses, after any such termination or expiration, as are necessary
for NATIONAL to (a) supply replacement products for any defective Licensed
Product units sold by NATIONAL on or prior to the date of such termination
or expiration, and (b) supply Licensed Products under, and pursuant to the
terms of, commitments of NATIONAL to third parties, for a period of one
year thereafter, and (c) dispose of inventory of Licensed Products under
NATIONAL's control as of the date of such termination or expiration. In no
event shall NATIONAL have the right to commit to supply Licensed Products
for new product designs. For the purpose of sub-paragraph(c) herein, "new
product designs" do not include products which have been taped out, masking
plates have been made, and such proof of existence is provided by NATIONAL
to SST no later than thirty (30) days after termination of the Licenses.
NATIONAL will provide SST a statement of inventory at this point in time,
as well as an estimate of time required to dispose of said inventory.
NATIONAL shall pay to SST the amount of royalty based upon the inventory.
NATIONAL will fulfill all royalty obligations for material described in
(a), (b) and (c). No failure or delay on the part of the non-breaching
party in exercising its right to terminate for any one or more default
shall be construed to prejudice its rights of termination for such or for
any other or subsequent default.
53. The provisions of Articles IV, V, and VIII and Paragraphs, 50, 52, 58, 66
of this Agreement shall survive any termination of this Agreement for any
reason.
54. All terms and conditions of this Agreement are considered strictly
confidential and shall not be disclosed by either party, in whole or in
part, directly or indirectly, unless required by rule of law or agreed to
in writing by the other party.
ARTICLE VII - MISCELLANEOUS
55. NATIONAL and SST shall schedule management review meetings twice a year to
access the progress of the relationship, deal with any unresolved problems,
and develop strategic plans for continued joint effort. Specific areas of
discussion are to include 1) process changes and Improvements; 2) Flash
Cell technology roadmap planning; 3) wafer pricing and capacity planning;
4) other topics as required and proposed by either party toward the
continued achievement of the business objectives represented by this
Agreement.
56. NATIONAL shall put a label or writing which reads "This product
incorporates SuperFlash-R- technology licensed from Silicon Storage
Technology, Inc. (SST)." for all Licensed Products sold by NATIONAL,
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having font, size and layout solely determined by NATIONAL, but which shall
be readable with a naked eye of a typical person, at a prominent location
on the data sheet, product brochure and promotion material of all Licensed
Products.
57. Neither party shall be responsible for any failure to perform under this
Agreement if such failure is caused by unforeseen circumstances or due to
causes beyond its control, including but not limited to acts of God, riot,
labor stoppages, acts of civil and military authorities, fire, floods or
accidents.
58. This Agreement shall be governed by and construed in accordance with the
laws of the state of California, without giving effect to its conflicts of
law provisions. Any litigation arising out of this Agreement shall be
brought within the state or federal courts located in Santa Xxxxx County,
California.
59. NO MODIFICATION, ALTERATION OR AMENDMENT OF THIS AGREEMENT SHALL BE
EFFECTIVE UNLESS IN WRITING AND DULY SIGNED BY BOTH PARTIES. THE TERMS AND
CONDITIONS OF THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT AND
UNDERSTANDING OF THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF, AND
SUPERSEDE ALL PREVIOUS COMMUNICATION, AGREEMENT, UNDERSTANDING, WHETHER
ORAL OR WRITTEN, BETWEEN THE PARTIES REGARDING THE SAME.
60. No waiver of any breach or failure by either party to enforce any provision
of this Agreement shall be deemed a waiver of any other or subsequent
breach, or a waiver of future enforcement of that or any other provision.
61. Neither party can assign this Agreement without the prior written consent
of the other party.
62. This Agreement shall not be construed as creating a partnership between the
parties hereto or to create any other form of legal association which would
impose liability upon one party for the act or failure to act of the other
party.
63. No remedy conferred by any of the specific provisions of this Agreement is
intended to be exclusive of any other remedy, and each and every remedy
shall be cumulative and shall be in addition to every other remedy given
hereunder or nor or hereafter existing at law or in equity or by statue or
otherwise. The election of one or more remedies by either party shall not
constitute a waiver of the right to pursue other available remedies.
64. If any clause or provision of this Agreement is declared illegal, invalid
or unenforceable under present or future laws effective during the term
hereof, it is the intention of the parties hereto that the remainder of
this Agreement shall not be affected hereby and shall remain in force and
effect.
65. The parties understand and acknowledge that the unauthorized disclosure or
use of confidential or proprietary information under this Agreement may
cause the other irreparable harm and damage, which may not be recovered by
law, and each agrees that the other's remedies for such breach hereof may
be in equity by way of injunctive relief, as well as for damages and any
other relief available to the non-breaching party, whether in law or in
equity.
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66. Each party agrees to comply with all laws relating to export control with
regard to all goods and information transferred by one party to the other
hereunder, including but not limited to the information transferred
pursuant to Exhibit "A" hereof, and agrees to hold the other party harmless
and indemnify it from any breach thereof.
67. Any notice between the parities shall be made, by fax or mail, to the
corespondent as follows:
to NATIONAL:
National Semiconductor Corporation
Attn: General Counsel
0000 Xxxxxxxxxxxxx Xxxxx
P.O. Box 58090
Mail Stop 00-000
Xxxxx Xxxxx, XX 00000-0000
Fax: 408733-0293
to SST
Director of technology licensing and business development
Address 0000 Xxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxxxx 00000
tel: (000) 000-0000
fax: (000) 000-0000
ARTICLE VIII - PROPRIETARY INFORMATION
68. Except as NATIONAL exercises its licenses and rights hereunder, both
parties agree to maintain Proprietary Information in confidence, not to
make use thereof other than for the performance of this Agreement, to
release it only to employees, subcontractors (to include National
Subcontractors) or NATIONAL customers who have a reasonable need to know
the same, and not to release or disclose it to any third party, without the
prior written consent of the disclosing party.
69. All Proprietary Information and any copies thereof shall remain the
property of the disclosing party. Upon expiration or termination of this
Agreement, the receiving party shall return or destroy the original and all
copies of tangible Proprietary Information at the direction of the
disclosing party.
70. The provisions of Article VIII, herein, shall survive any termination of
this Agreement and continue for a period of five (5) years from the time of
its initial disclosure.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
their respective duly authorized representatives as of the date and year
hereinbelow written.
Signed:
National Semiconductor Corporation CK Silicon Storage Technology, Inc.
By /s/ Xxxxx X. Xxxxx By /s/ Bing Yeh
----------------------- --------------------
Title President & CEO Title President & CEO
----------------------- --------------------
Date April 11, 2000 Date April 11, 2000
------------------------ --------------------
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Exhibit "A"
Deliverables:
[ * ]
[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT
TO THE OMITTED PORTIONS.
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Xxxxxxx "X"
[ * ]
[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT
TO THE OMITTED PORTIONS.
-16 of 18-
Exhibit "C"
[ * ]
[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT
TO THE OMITTED PORTIONS.
-17 of 18-
[ * ]
[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT
TO THE OMITTED PORTIONS.
-18 of 18-
