* Confidential treatment has been granted or requested with respect to
portions of this exhibit, and such confidential portions have been deleted and
separately filed with the Securities and Exchange Commission pursuant to Rule
24b-2 or Rule 406.
SECOND AMENDMENT TO
FRAM TECHNOLOGY LICENSE AGREEMENT
THIS SECOND AMENDMENT TO FRAM TECHNOLOGY LICENSE AGREEMENT (the "Amendment") is
entered into as of the 20th day of September, 1999, by and between RAMTRON
INTERNATIONAL CORPORATION ("Ramtron"), a Delaware corporation having its
principal office at 0000 Xxxxxxx Xxxxx, Xxxxxxxx Xxxxxxx, Xxxxxxxx 00000, XXX,
and FUJITSU LIMITED ("Fujitsu"), a Japanese corporation having its registered
office at 1-1, Xxxxxxxxxxxx 0-xxxxx, Xxxxxxxx-xx, Xxxxxxx-xxx, Xxxxxxxx-xxx
000-0000, Xxxxx.
R E C I T A L S:
A. Ramtron and Fujitsu entered into that certain FRAM Technology License
Agreement executed by Ramtron on December 6, 1995 and by Fujitsu on
December 19, 1995, as amended by that certain Amendment to Agreement
entered into between the parties as of August 30, 1996 (as amended the
"Agreement"), pursuant to which Ramtron licensed to Fujitsu certain of its
proprietary ferroelectric technology for the design, development,
manufacture and sale of products based upon such ferroelectric technology.
B. Ramtron and Fujitsu wish to expand the scope of the Agreement to include
use of the Licensed Technology in applications involving radio frequency
identification devices, as more fully described herein.
NOW, THEREFORE, Ramtron and Fujitsu agree as follows:
1. Definitions. Defined terms herein shall have the meanings ascribed to such
terms in the Agreement, unless otherwise provided herein.
2. Amendments. The Agreement shall be, and is hereby, amended in the
following respects:
a) Section 1.6 (definition of "FRAM Products") is hereby amended and
restated in its entirety to read as follows:
"FRAM Products" means standard, non-volatile ferroelectric semi-
conductor memory devices, including, specifically, devices with only
memory array and associated memory array control logic.
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b) Section 1.8 (definition of "Excluded FRAM Technology") is hereby
amended and restated in its entirety to read as follows:
"Excluded FRAM Technology" shall mean ** .
c) Section 4.1.1 (Grant of License) is hereby amended by deleting the
last sentence of the paragraph added to Section 4.1.1 by the Amendment
to Agreement dated August 30, 1996, and replacing it with the
following sentence:
Subject to the terms and conditions set forth herein, Ramtron hereby
grants to Fujitsu a royalty-bearing, non-exclusive, non-transferable,
worldwide, perpetual license to use the Ramtron Technology, Ramtron
Intellectual Property Rights and/or Ramtron's Improvements to design,
develop, manufacture, make, sell, use, lease, transfer and otherwise
dispose of Ferroelectric RF/ID Products, RF/ID IC cards and RF/ID IC
card systems and their components.
d) Section 5.1.1 (Lump Sum Payment) is hereby amended to include the
following new subparagraph (g):
(g) Prepaid RF/ID Royalties. On or before September 30, 1999,
Fujitsu shall pay Ramtron the amount of ** which
payment shall be a prepayment of certain of the royalties owed by
Fujitsu pursuant to Section 5.2.5 below. Accordingly, Fujitsu
shall be entitled to a credit against the first ** in
royalties otherwise due to Ramtron pursuant to Section 5.2.5
hereof. At such time as the royalties otherwise due to Ramtron
pursuant to Section 5.2.5 hereof equals ** Fujitsu
shall commence payment of such royalties to Ramtron in accordance
with this Agreement.
e) Section 5.2 (Royalty Payments) shall be amended to include the
following new subsection:
5.2.5 Fujitsu shall pay Ramtron a royalty on all Ferroelectric RF/ID
Products based upon and/or which use the FRAM Technology,
Ramtron IPR, and/or Ramtron's Improvements made thereto and
sold by Fujitsu for ** upon the first sale
by Fujitsu of Ferroelectric RF/ID Products in an amount equal
to ** . For purposes of the preceding sentence, the FRAM
memory area consists of the FRAM memory array and associated
control logic, and the die area excludes the bond pads.
Subject to Section 5.1.1(g) above, the obligation of Fujitsu to
pay royalties to Ramtron under this Section 5.2.5 shall
commence upon first sale by Fujitsu of Ferroelectric RF/ID
Products.
Section 5.2 (Royalty Payments) shall be further amended such
that the second to the last sentence thereof is amended and
restated in its entirety to read as follows: "All FRAM
Products, Embedded FRAM Products and/or Ferroelectric RF/ID
Products manufactured and/or sold by Fujitsu ** .
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f) Section 6.1 (OEM/Foundry Agreement) is hereby amended by modifying the
paragraph added to Section 6.1 by the Amendment to Agreement dated
August 30, 1996 such that each reference therein to "Embedded FRAM
Products" shall be amended to read "Embedded FRAM Products and/or
Ferroelectric RF/ID Products," and the reference therein to " **
Ramtron designs" shall be amended to read " ** Ramtron designs."
g) Section 6.2 (Sales Price to Ramtron) is hereby amended by modifying
the paragraph added to Section 6.2 by the Amendment to Agreement dated
August 30, 1996 such that each reference therein to "Embedded FRAM
Products" shall be amended to read "Embedded FRAM Products and/or
Ferroelectric RF/ID Products."
h) Sections 1.13 (definition of "Net Sales"), 4.1.2, 5.3 (Payment and
Certification of Royalties by Fujitsu) and 10.10 are hereby amended
such that each reference therein to "FRAM Products" shall be amended
to read "FRAM Products, Embedded FRAM Products and/or Ferroelectric
RF/ID Products."
i) Sections 10.7, 10.8 and 10.9, as amended by the Amendment to Agreement
dated August 30, 1996, are hereby amended such that each reference
therein to "FRAM Products and/or Embedded FRAM Products" shall be
amended to read "FRAM Products, Embedded FRAM Products and/or
Ferroelectric RF/ID Products."
3. No Other Changes. Except as expressly stated above, this Amendment does
not otherwise amend the Agreement, and the Agreement shall remain in full
force and effect, as amended hereby.
EXECUTED as of the day and year first written above.
FUJITSU LIMITED
By: /S/ Xxxxxxxxx Xxx
-------------------
Xxxxxxxxx Xxx
Group Senior Vice President
Semiconductor Group
RAMTRON INTERNATIONAL CORPORATION
By: /S/ Xxxx X. Xxxxx
-------------------
Xxxx X. Xxxxx
President and COO
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