CONFIDENTIAL
Exhibit 10.22
August 26, 1999
Silicon Image, Inc.
00000 Xxxx Xxxx
Xxxxxxxxx, XX 00000
RE: LETTER OF INTENT
This Letter of Intent ("Letter") sets forth in general terms the basic
conditions which Intel Corporation ("Intel") anticipates would be
specifically addressed in a definitive license agreement ("Agreement") with
Silicon Image, Inc. ("Sil"). The Agreement will address the license of
certain Sil intellectual property rights to Intel Corporation, for Intel's
use in content protection specifications and Intel products.
It is anticipated that, as the parties have discussed, the consummation of
this transaction will occur on or before September 30, 1999.
While we understand that the specifics of the Agreement must be negotiated,
we anticipate this Agreement will address, but not be limited to, the
following points.
AGREEMENT:
- For purposes of this Agreement, the parties agree to the following
definitions:
"Intel Products" mean any software, hardware of software/hardware
product manufactured and sold by Intel or a third party on behalf of
Intel.
"Intel Specifications" means any specification used or provided by Intel
that incorporates Sil's intellectual property.
"Intellectual Property" means, patent, patent applications, copyrights,
mask works and trade secret rights owned by or licensed to Sil.
"Technology" means techniques for modifying TMDS encoding/decoding
process under the control of a cryptographic key in order to protect the
exchange of data over TMDS-based interconnects.
- Intellectual Property License. Sil grants to Intel a non-exclusive,
world-wide, irrevocable, transferable, fully paid up, royalty free,
perpetual license (with the right to sublicense) under Sil's
Intellectual Property rights in the Technology, now or later owned or
controlled by Sil, to reproduce, modify, perform, display, make,
CONFIDENTIAL
have made, use, sell, distribute, offer for sale, and import the
Technology and derivative works thereof in connection with Intel
Products and Intel Specifications.
- The agreement is conditioned on Intel's incorporating the Technology in
a DVI content protection specification for monitors (the
"Specification"). If Intel does not so incorporate the Technology, then
the agreement shall be of no effect.
- Intel would provide appropriate credit and recognition to Sil for the
Technology in the Specification such as:
"Intel [or insert name of licensing entity] acknowledges the
contributions of Sil to this Specification."
- The parties acknowledge that they have not set forth or agreed upon all
essential terms for the Agreement, including without limitation,
warranties and representations, conditions precedent, indemnities and
other anticipated terms, and that such essential terms will be the
subject of further negotiations.
- Following the execution of this Letter by both parties, the parties
agree to use commercially reasonable efforts to reach agreement on the
remaining issues which will undoubtedly arise during the negotiations,
to reduce these agreements into a formal Agreement acceptable to each in
their discretion, and to obtain the necessary internal approvals to
execution of such Agreement to create a binding contract.
- Neither of the parties to this Letter shall disclose to the public or to
any third party the existence of this Letter or relationship described
herein other than with the express prior written consent of the other
party, except as may be required by law. Each party will be responsible
for its own expenses in connection with all matters relating to the
transaction herein proposed. If this proposed transaction shall not be
consummated for any reason, neither of the parties will be responsible
for any of the other's expenses. In no event shall either party be
liable to the other for any indirect, speculative, special or
consequential damages, including but not limited to lost profits, in
connection with performance under this Letter. Neither party shall have
any liability to the other based on the failure to ultimately consummate
the transaction envisioned herein.
- Except for the matters set forth after the heading AGREEMENT, designated
by bullet points, including this paragraph, this Letter does not create
a legal, binding obligation on either party but merely represents the
present intentions of the parties. The performance of either party
prior to execution of formal Agreement of any of the obligations which
may be included in a contract between the parties when negotiations are
complete shall not be considered as evidence of intent by either party
to be bound by this Letter other than as set forth under the heading
AGREEMENT above.
2
CONFIDENTIAL
Your signature below shall indicate your agreement with the foregoing Letter.
We look forward to working with you in an effort to consummate the
envisioned transaction.
AGREED AND ACCEPTED this 26th day of August , 1999.
INTEL CORPORATION
/s/ Xxx Xxxxxxx
---------------------------------
Signature
/s/ Xxx Xxxxxxx
---------------------------------
Printed Name
Director, Platform Marketing, DPG
---------------------------------
Title
LEGAL OK
----------------
AKM | 8/27/99
SILICON IMAGE, INC.
/s/ Xxxxx X. Xxx
---------------------------------
Signature
Xxxxx X. Xxx
---------------------------------
Printed Name
CEO
---------------------------------
Title
3
