AMENDMENT NO. 6 TO
SEMICONDUCTOR TECHNOLOGY AGREEMENT
This Amendment No. 6 the "Amendment") to the Parties' Semiconductor
Technology Agreement is entered into 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").
RECITALS
A. In 1994 the parties entered into a Semiconductor Technology
Agreement (as previously restated and amended, the "License Agreement");
B. In 1995 the parties made an amendment ("Amendment No. 1") to the
License Agreement to provide for the exercise by LGS of its Option Right under
the License Agreement for the license of Rambus Peripherals. The parties now
desire to further amend the License Agreement to allow LGS to design, with
Rambus' support, its own "LG RMC conforming to LGS's Requirement Specification
(as defined below on the terms and conditions set forth herein. LGS' VDC (as
defined below) will incorporate the LG RMC. LGS also intends to verify the
performance of the LG RMC and to have its engineers who participate in this
project be trained by Rambus on the RMC
NOW, THEREFORE, the parties agree that the License Agreement is further
amended to include the following:
1. Definitions and Related Matters
Capitalized terms used in this Amendment shall have the meaning
specified therefor in the License Agreement, and, in addition, the following
terms shall have the meaning set forth below:
1.1 "RMC" means the RCPU version of the Rambus Memory Controller.
1.2 "LG RMC" means a modified or redesigned RMC for LGS' own use which
shall be jointly developed and jointly owned by Rambus and LGS in accordance
with this Amendment.
1.3 "LGS' Requirement Specification" means a specification for the LG
RMC to meet LGS' requirement which as of July 28, 1997 has been discussed and
agreed in good faith between both parties.
1.4 "VDC" means the LGS video decoder chip which shall incorporate the
LG RMC.
1.5 "Rambus Channel" means the wires that connect compatible integrated
circuits that implement the Rambus interface specification.
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1.6 "Rambus Interface Technology" as defined in Section 1.1 of the
License Agreement, shall also include the Rambus Channel and RMC Deliverables
provided hereunder, as well as all information, invention, technology, technical
documentation, designs, materials and know-how which describe or enable the use
or implementation of the Rambus Channel and/or the RMC.
1.7 "Effective Date" means the date of last signature on this Amendment
or the date of approval for this Amendment from the Korean Government as
required, whichever comes later.
1.8 "LGE" refers to LG Electronics, Inc., a Korean corporation.
2. Rambus Engineering Responsibilities
2.1 Rambus shall use its commercially reasonable effort to deliver to
LGS the RMC Deliverables specified in Exhibit A pursuant to the timetable set
forth therein, subject to the timely performance by LGS of each of its
obligations set forth in Section 3 below.
2.2 Rambus shall use its commercially reasonable effort to provide LGS
with the following services to design the LG RMC in accordance with the LGS'
Requirement Specification:
i) Rambus will consult with LGS regarding substantive
performance, schedule and integration issues which may arise during this
undertaking by means of network communication or face-to-face meeting at Rambus'
facility or LGS' San Xxxx facility as needed at LGS' request.
ii) Rambus has delivered. and LGS has received and accepted, the
Architecture Design for the LG RMC as of July 28, 1997.
iii) Rambus shall support LGS in both it's logic design and
verification of the LG RMC, by LGS' August 21, 1997 schedule.
iv) Rambus shall provide at least five (5) man-days of support to
evaluate the test chip for LG RMC design after its fab-out around October at
Rambus' facility or LGS' San Xxxx facility.
2.3 On LGS' optional written request by January 31, 1998, the delivery
of LGS PCB Deliverables set forth in Exhibit B, and the payment set forth in
Section 4.2, Rambus shall use its reasonable effort to i) provide a PCB layout
of the Rambus Channel for LGS' HDTV board, Rambus PCB Deliverables, as set forth
in Exhibit A and ii) review the package electricals of the VDC with regard to
reliable operation at frequency.
2.4 Until the Logic Design is successfully completed, or until August
31st, 1997, whichever comes later, Rambus shall assign at least one of its
engineer to support, consult and train LGS Engineers, with regard to RMC and LGS
RMC design, on an almost full time (80% or above) basis at Rambus' facility or
LGS's San Xxxx facility.
2.5 Rambus shall use its commercially reasonable effort, as set forth
in Section 2, to
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support LGS in successful completion of this project. The success of this
project means completion of the LG RMC on schedule and LGE's adoption of Rambus
DRAM as their HDTV memory instead of Synchronous DRAM or other memories.
2.6 THE RMC, RAMBUS CHANNEL, TECHNICAL INFORMATION, SERVICES, AND ANY
CONFIDENTIAL INFORMATION PROVIDED BY RAMBUS TO LGS ARE PROVIDED "AS IS" WITHOUT
WARRANTY OF ANY KIND, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT
NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON INFRINGEMENT, OR
FITNESS FOR A PARTICULAR PURPOSE.
3. LGS Engineering Responsibilities
3.1 LGS will use its best efforts to deliver to Rambus the deliverables
set forth in Exhibit B pursuant to the timetable set forth therein. LGS
acknowledges that providing such deliverables is a critical part of
co-development of the RMC and that any delay in delivery to Rambus of the items
set forth in Exhibit B will impact Rambus' ability to meet the target dates for
delivery of the RMC Deliverables provided in Section 2.1 above.
3.2 LGS will use its reasonable effort to perform the following role in
this project:
i) LGS will perform the Logic Design and verification by August
21, 1997, with the Architecture Design delivered by Rambus in accordance with
the Section 2.2 ii) above, under Rambus' support. as set forth in Section 2.2,
iii)
ii) LGS will perform Logic Synthesis and Timing Verification for
the LG RMC and integrating the LG RMC with RAC in Seoul by October 15.
iii) Verification of data base, tape-out, and prototype
manufacture for the LG RMC test-chip will be performed by LGS in Seoul. The
evaluation of the LG RMC test-chip after its fab-out will be performed by LGS
under Rambus' support as set forth in Section 2.2 iv) above.
3.3 LGS and/or LGE will be responsible for PCB board layout. Upon LGS'
exercise of optional Section 2.3 above, Rambus will perform the engineering
services as set forth in Section 2.3.
4. Engineering Services Fees & Applicable Running Royalties for the VDC
Sale
4.1 In consideration for Rambus' engineering services in the design
support of the LG RMC hereunder, LGS will pay to Rambus an engineering services
fee of one hundred fifty thousand dollars (U.S.$150,000), as follows:
(a) fifty thousand dollars (U.S.$50,000) within twenty (20) days
of the Effective Date; and
(b) fifty thousand dollars (U.S.$50,000) on the delivery of
completed Architecture
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Design of LG RMC; and
(c) fifty thousand dollars (U.S.$50,000) on completion and
verification of the Logic Design, or by October 15, 1997, whichever comes first.
4.2 In consideration for Rambus' engineering services, on LGS' optional
request pursuant to Section 2.3, in performing the PCB layout LGS shall pay to
Rambus an engineering services fee of fifty thousand dollars (U.S.$50,000),
payable upon Rambus' completion of those tasks (deliverables listed under Rambus
PCB Deliverables, Exhibit A).
4.3 All payments by LGS to Rambus under the provisions of Sections 4.1
and 4.2 above will be nonrefundable and shall not be recoupable against any
royalty or other payment obligations of LGS under the License Agreement. The
parties understand that the engineering services fees to be paid to Rambus
represent partial reimbursement of the total cost incurred by Rambus for
engineering services to be performed hereunder.
4.4 If any of Rambus' obligations hereunder, including without
limitation any consultation or evaluation services Rambus may provide to LGS,
are performed in Korea by mutual agreement of Rambus and LGS, then LGS shall
reimburse all travel and related living expenses incurred by Rambus with respect
thereto within thirty (30) days after receipt of Rambus' invoice therefor.
4.5 All payments by LGS to Rambus under this Section 4 shall be made by
telegraphic wire transfer to Rambus' bank account designated by Rambus in
writing in advance.
4.6 For the avoidance of doubt, the VDC shall belong to Rambus
Peripherals, so LGS shall pay Rambus running royalties on sales of the VDC
incorporating Rambus RAC in accordance with the Amendment No. 1.
5. Ownership and License
5.1 Rambus shall own and retain all right, title, and interest in the
RMC, and all intellectual property rights with respect thereto. Rambus hereby
grants to LGS a limited license to use and modify (but not sell or externally
distribute) the RMC to allow - LGS to design the LG RMC hereunder. Nothing in
this Amendment shall prevent or restrict Rambus from developing similar RMC
integrations for or with third parties, including use by Rambus of information
developed or learned by Rambus in connection with the work performed hereunder,
except for Confidential Information of LGS provided to Rambus.
5.2 Rambus and LGS shall jointly own all right, title and interest in
the LG RMC as modified and designed in accordance with this Amendment, so LGS
shall have the right to use and modify the LG RMC to incorporate it into any
LGS' semiconductor products.
5.3 LGS shall retain all right, title and interest in LGS' technology
which may be used or contained in the VDC including, but not limited to, LGS
process technology.
6. Term and Termination
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6.1 This Amendment shall become effective on the "Effective Date", and
shall terminate upon any termination of the License Agreement. Termination of
this Amendment, however, for default hereof, shall be severable from termination
of the License Agreement and each prior amendment thereto. That is, this
Amendment shall be terminable for default, in accordance with the procedures
specified in Section 8.2(a) of the License Agreement, by either party with
respect to a default of either party's obligations hereunder, or with respect to
obligations pursuant to the License Agreement as applied to the design of the LG
RMC. Any such termination of this Amendment, however, shall not result in
termination of the License Agreement or any prior amendment thereto.
6.2 Upon termination of this Amendment by Rambus pursuant to Section
6.1 above, LGS' rights and licenses with respect to the RMC shall terminate.
Otherwise, such rights and licenses of LGS shall survive, conditioned on LGS'
continuing compliance with its obligations under the License Agreement and this
Amendment. The parties' rights and obligations pursuant to Section 5 shall
survive any termination or expiration of this Amendment.
7. Government Approvals
LGS shall be responsible for any required filings of this Amendment
with Korean government agencies.
8. License Agreement
Except as expressly provided in this Amendment, as previously amended,
shall remain unmodified and in full force and effect. In the event of any
inconsistency or conflict, the provisions of this Amendment shall control and
govern over the provisions of the License Agreement.
LG SEMICON CO., LTD. RAMBUS INC.
By:________________________________ By:_______________________________
Printed Name:______________________ Printed Name:_____________________
Title:_____________________________ Title:____________________________
Date:______________________________ Date:_____________________________
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EXHIBIT A
RMC DELIVERABLES
1. Verilog code of the RMC and documentation to be delivered within ten (10)
days from the date of signature on this Amendment.
2. Architectural specification of the LGS RMC by July 27, 1997.
RAMBUS PCB DELIVERABLES
1. Rambus Channel layout to be delivered within ten (10) days after receipt of
LGS' optional written request pursuant to optional Section 2.3 above.
2. Gerber file of reference Rambus Channel PCB layout to be delivered 10 days
after LGS' exercise of optional Section 2.3 above.
3. Complete review of proposed package electricals within 10 days of Rambus
receipt of package drawings and electrical specifications and after LGS'
exercise of optional Section 2.3 above.
4. Assist LGS and LGE with the debug of Rambus Interface portion of VDC chip.
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EXHIBIT B
LGS RMC DELIVERABLES
1. English specification of LG RMC with particular emphasis on timing
information of existing memory controller to be delivered within ten (10) days
from the date of signature on this Amendment.
2. Verilog code, and documentation, of final LG RMC by August 21, 1997
LGS PCB DELIVERABLES
1. LGE's PCB layout documentation.
2. Package mechanical drawings and electrical specifications.
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