EXHIBIT 10.1*
* 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.
JOINT DEVELOPMENT AND LICENSE AGREEMENT
This Agreement with the attached Appendices "A" through "E" (collectively
referred to as the "Agreement") is made effective as of August 14, 2001
("Effective Date") between Texas Instruments Incorporated, a Delaware
corporation with a principal place of business at 00000 XX Xxxxxxxxx, Xxxxxx,
XX 00000 ("TI") and Ramtron International Corporation, a Delaware corporation
with a principal place of business at 0000 Xxxxxxx Xxxxx, Xxxxxxxx Xxxxxxx,
XX 00000 ("Ramtron").
In consideration of the mutual promises contained herein, the parties agree as
follows:
1. DEFINITIONS
1.1 "Confidential Information" shall mean any information disclosed by
one party to another under this Agreement, (i) which information is
either disclosed in writing and marked as "proprietary",
"confidential" or with a similar legend, or (ii) which is disclosed
in any other manner and is identified as confidential at the time of
disclosure and is summarized in a written memorandum to the receiving
party within ten (10) days of the disclosure, or (iii) which is
obtained or observed by Ramtron employees while working in TI
facilities and which information was known or reasonably should have
been known by such employees to be the confidential information of
TI, its customers, contractors or others with whom TI has a business
relationship, or (iv) which is obtained or observed by TI employees
while working in Ramtron facilities and which information was known
or reasonably should have been known by such employees to be the
confidential information of Ramtron, its customers, contractors or
others with whom Ramtron has a business relationship. "Confidential
Information" includes the trade secrets of either party and the
Development Trade Secrets, so long as the party with ownership rights
in such trade secrets maintains them as confidential.
1.2 "Party(ies)" means TI and/or Ramtron, as the case may be.
1.3 "Subsidiary" of a Party means any corporation, company or other
entity in which fifty percent (50%) or more of the outstanding shares
of stock or ownership interest then entitled to vote for the election
of directors or managers is owned or controlled by such Party,
directly or indirectly, now or hereafter during the term of this
Agreement. Any corporation, company or other entity, which would at
any time be a Subsidiary of a Party, by reason of the foregoing,
shall be considered a Subsidiary of such Party for the purposes of
this Agreement only so long as the ownership or control, directly or
indirectly, by such Party, meets the conditions set forth above.
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1.4 "Ramtron Entity(ies)" means Ramtron and/or a Subsidiary of Ramtron.
1.5 "TI Entity(ies)" means TI and/or a Subsidiary of TI.
1.6 "Patents" means patents (including reissues and re-examination
certificates), utility models, and applications therefore, in all
countries of the world, which convey legally enforceable rights.
A. Patents includes any patent which expired prior to the Effective
Date but which, at any time during the term of this Agreement,
has legally enforceable rights applicable to acts performed prior
to the Effective Date.
B. Patents includes applications for patents and utility models
which have been published for opposition, such as a Japanese
"Kokouku".
1.7 "Ramtron Patents" means Patents (i) which, at any time during the
term of this Agreement, any Ramtron Entity owns or controls, and
(ii) under which any Ramtron Entity has the right to grant releases
or licenses, of the scope granted herein. Ramtron Patents are also
deemed to include any Patent (i) resulting from a patent application
filed, in any country in the world, prior to five (5) years after the
termination of this Agreement, and (ii) which includes one or more
claims that covers the layout of, structure of, process for making or
using, equipment for fabricating, package for, testing of, or
circuitry relating to, an FRAM.
1.8 "Ramtron-Participation Patents" means Patents covering inventions
developed or made by one or more employees, agents or independent
contractors of any Ramtron Entity (including employees of a Ramtron
Entity temporarily dispatched to, assigned to, or otherwise
participating in any project with, or placed on the payroll of, any
third party), singly, or jointly with a third party, in any case,
where approval or consent by an entity other than a Ramtron Entity is
required prior to granting a release or license hereunder.
Ramtron-Participation Patents shall not include any Patent whose
inclusion could result in the payment of royalties or other
consideration by any Ramtron Entity to third parties, unless such
payment is made to a Ramtron Entity or to a third party for
inventions made by such third party while employed by a Ramtron
Entity.
1.9 "Ramtron Know-How" means, except where precluded by a prior agreement
with a third party, all trade secrets and other information owned or
licensable by any Ramtron Entity relating to FRAM (i) design, (ii)
test, (iii) fabrication, (iv) circuit layout, (v) packaging, (vi)
assembly, (vii) operation, (viii) devices, (ix) structure, (x)
processing equipment, (xi) manufacturing equipment, (xii) test
equipment or (xiii) processing.
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1.10 "Ramtron IP" means Ramtron Patents, Ramtron-Participation Patents,
and Ramtron Know-How.
1.11 "TI Patents" means only the patents and patent applications listed in
Appendix E and any continuations, divisionals, reissues,
reexaminations, continuations-in-part, or any other patent or patent
application, filed anywhere in the world, which ultimately claims
priority to any of the patents or patent applications listed in
Appendix E. TI Patents also includes Development Patents.
1.12 "TI Know-How" means, except where precluded by a prior agreement with
a third party, all trade secrets and other information owned or
licensable during the term of this Agreement by any TI Entity
specifically relating only to FRAM (i) fabrication, (ii) packaging,
(iii) assembly, (iv) operation, (v) devices, (vi) structures, (vii)
processing equipment, or (viii) manufacturing equipment. TI Know-How
includes Development Trade Secrets.
1.13 "TI IP" means TI Patents and TI Know-How.
1.14 "Development IP" means any Patents ("Development Patent(s)"),
conceived and/or reduced to practice by employees and/or contractors
of any TI Entity and/or Ramtron Entity during the term of this
Agreement and in furtherance of the Statement of Work (Appendix A).
Development IP also includes any trade secrets and other information
("Development Trade Secrets") created by employees and/or contractors
of any TI Entity and/or Ramtron Entity during the term of this
Agreement and in furtherance of the Statement of Work (Appendix A).
1.15 "Ramtron Products" means only stand-alone FRAM memory, including
clock circuitry, circuitry consisting of no more than 30,000
transistors, and circuitry necessary for the reading from, writing
to, and erasing of bits from the FRAM memory. Ramtron Products do
not include FRAM devices formed on a semiconductor substrate common
with a digital signal processor, a microprocessor, a microcontroller,
or any other circuitry having more than 30,000 transistors. However,
after two (2) years following the Qualification Date, Ramtron
Products include FRAM memory, only for use in non-automotive
applications, formed on a semiconductor substrate common with a
microcontroller ** ,
the microcontroller is limited such that it:
1.15.1 utilizes a wordwidth of no more than 8-bits;
1.15.2 does not have a saturation arithmetic mode or instruction;
1.15.3 is not capable of completing the operation of accessing at
least two memory operands during a single processor clock
cycle;
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1.15.4 does not have a memory address generation unit that is
capable of performing circular addressing that supports more
than two buffer sizes or is capable of performing bit-reverse
addressing for a data array larger than eight (8), where a
data array larger than eight (8) is a list of at least eight
(8) values stored in at least eight (8) consecutive memory
locations; and
1.15.5 is not marketed using literature that characterizes it as a
digital signal processor or DSP or that is otherwise marketed
as such.
1.16 "TI Product(s)" means (i) semiconductor material (whether in
unprocessed form or including electrical circuitry as a part thereof)
for use in discrete semiconductor devices or integrated circuits
(whether in wafer form, as a hybrid integrated circuit, as a SIMM, or
in packaged form); (ii) discrete semiconductor devices such as a
transistor or diode implemented on a single piece of semiconductor
material, with or without packaging or housing; (iii) integrated
circuits (including, but not limited to, microcomponent integrated
circuits, digital logic integrated circuits, analog integrated
circuits, memory integrated circuits, digital signal processors, and
any combinations thereof on a single chip or multiple chips within a
single package) with or without packaging or housing; and (iv) any
product which includes a combination or aggregation of two or more of
the foregoing. TI Product(s) does not include stand-alone Dynamic
Random Access Memory Devices ("DRAM").
1.17 "Product(s)" means Ramtron Products with respect to Ramtron and TI
Products with respect to TI, as the case may be.
1.18 "Test Equipment and Systems" means any aggregate of instrumentalities
of a design primarily adapted for use in the examination, analysis,
measurement, detection, recording or indication of one or more
characteristics or properties of TI Products.
1.19 "Qualification" means the successful Product Qualification testing of
TI's driver product for embedded FRAM technology using the **
during the term of this Agreement. Product Qualification testing
includes operating life testing, temperature cycling, moisture
testing, write/erase endurance testing, and other standard tests
utilized in the semiconductor device manufacturing industry.
1.20 "Qualification Date" means the date on which Qualification is
successfully completed.
1.21 "Planned Qualification Date" means the date on which Qualification
is planned to be successfully completed. The Planned Qualification
date is December 31, 2003 but is subject to modification solely by TI
and with notification to Ramtron.
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1.22 "FRAM" means devices that utilize polarization states on the
hysteresis curve of ferroelectric material.
2. SCOPE OF AGREEMENT
The parties wish to work together to create, evaluate and demonstrate low-
voltage, non-volatile FRAM embedded within conventional silicon integrated
circuits, with the goal of developing and demonstrating a manufacturing-
compatible ferroelectric module using TI's technology platform. Ramtron has
done work on FRAM technology and owns certain ferroelectric patents. TI has
also done work on FRAM technology and owns certain patents needed to produce
the ferroelectric module to be developed under this agreement. The
development work to be performed under this Agreement is specifically
described in Appendix A and any future mutually agreed amendments or additions
thereto. Resource plans for achieving the work under this Agreement are set
forth in Appendix B and any future mutually agreed amendments or additions
thereto. Much of the work under this Agreement will be performed at TI's
facilities and Ramtron will provide engineers who will reside in Dallas during
the development project, as described in Appendix B. Such Ramtron employees
will abide by all TI policies and procedures that are applicable to them,
including all security and safety procedures as TI deems necessary. After the
first two six-month periods in which TI will pay Ramtron **
** for each period so as to utilize Ramtron
employees as specified in Appendix B, Ramtron may, at its own expense, retain
no more than five (5) of its employees at TI's facilities in Dallas, except as
otherwise specified in this Agreement. TI reserves the right to reasonably
deny access to any TI facility by one or more of these Ramtron employees.
Subject to the licenses granted herein and the confidentiality provisions of
Article 10 and to the extent that a Party is not precluded by agreements with
third parties, each party will convey to the other party all technical
information that is relevant to the development effort, as described in
Appendix A. Ramtron warrants that there are no third party agreements which
would prevent, or impede the purpose of this Agreement. Additionally, Ramtron
warrants that it has informed TI, in writing, of all third party agreements
which may prevent or impede the transfer of Ramtron Know-How to TI.
Ramtron recognizes the on-going joint development efforts, relating to FRAM,
of TI and Agilent Technologies ("Agilent"). Ramtron agrees to use reasonable
best efforts to enter into a license/joint development agreement under fair
and reasonable terms with Agilent upon Agilent's request.
3. PROGRAM MANAGERS
The parties designate the following persons as their respective "Program
Managers" for the purposes of administration of the development work to be
done under this Agreement:
TI: RAMTRON:
** **
FRAM Program Manager VP FRAM Technology Development
00000 X. Xxxxxxx Xxxx., XX 3737 0000 Xxxxxxx Xxxxx
Xxxxxx, XX 00000 Xxxxxxxx Xxxxxxx, XX 00000
** **
** **
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Program Managers shall not have the authority to modify or change the
requirements set forth in any Appendix hereto. Each party may re-designate
its Program Manager upon written notice to the other.
4. RELEASES
4.1 Each Ramtron Entity releases, acquits and forever discharges each TI
Entity from any and all claims or liability for infringement or
alleged infringement of any Ramtron Patents, with respect to
performance by such TI Entity, prior to the Effective Date of acts
which, if performed on or after the Effective Date, would be acts
licensed hereunder.
4.2 Each Ramtron Entity waives any and all claims, which it itself may
have against any TI Entity, based on infringement or alleged
infringement of any Ramtron-Participation Patent, due to performance,
by such TI Entity, prior to the Effective Date, of acts which, if
performed on or after the Effective Date, would be acts licensed
hereunder, and each Ramtron Entity agrees to release each TI Entity
from any and all such claims to the extent such Ramtron Entity has
the legal right.
4.3 Each TI Entity releases, acquits and forever discharges each Ramtron
Entity from any and all claims or liability for infringement or
alleged infringement of any TI Patents, with respect to performance
by such Ramtron Entity, prior to the Effective Date of acts which, if
performed on or after the Effective Date, would be acts licensed
hereunder.
5. PATENT AND TECHNOLOGY LICENSES
5.1 Each TI Entity grants and agrees to grant to each Ramtron Entity
non-exclusive licenses, under any TI Patents, to make Ramtron
Products. Each TI Entity further grants and agrees to grant to each
Ramtron Entity non-exclusive licenses, under any TI Patents, to use,
lease, sell, offer for sale, import, and otherwise dispose of Ramtron
Products made only by a Ramtron Entity. The licenses to make Ramtron
Products shall include the right, under any TI Patents, for any
Ramtron Entity to use manufacturing methods and processes, and
business methods and processes, and shall further include the right,
under any TI Patents, to use manufacturing equipment, business
equipment, and Test Equipment And Systems, made by any Ramtron Entity
or any other party.
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5.2 Each Ramtron Entity grants and agrees to grant to each TI Entity
non-exclusive licenses, under any Ramtron Patents, to make TI
Products. Each Ramtron Entity further grants and agrees to grant to
each TI Entity non-exclusive licenses, under any Ramtron Patents, to
use, lease, sell, offer for sale, import, and otherwise dispose of TI
Products made only by a TI Entity. The licenses to make TI Products
shall include the right, under any Ramtron Patents, for any TI Entity
to use manufacturing methods and processes, and business methods and
processes, and shall further include the right, under any Ramtron
Patents, to use manufacturing equipment, business equipment, and Test
Equipment And Systems, made by any TI Entity or any other party.
5.3 To the extent that each Ramtron Entity has the legal right (or can
obtain such right through the exertion of commercially reasonable
efforts), it hereby agrees to grant to each TI Entity non-exclusive
licenses, or sublicenses, under any Ramtron-Participation Patents, to
make TI Products, and to use, lease, sell, offer for sale, import,
and otherwise dispose of TI Products made only by a TI Entity. The
licenses and sublicenses to make TI Products shall include the right,
under any Ramtron-Participation Patents, for any TI Entity to use
manufacturing methods and processes, and business methods and
processes, and shall further include the right, under any
Ramtron-Participation Patents, to use manufacturing equipment,
business equipment, and Test Equipment And Systems, made by any TI
Entity or any other party.
5.4 The licenses provided in this Article 5 under TI Patents, Ramtron
Patents, and Ramtron-Participation Patents shall remain in full force
and effect, except as provided in Article 11 (Termination
Provisions), for the lives of the respective Patents.
5.5 Each Party shall ensure that each of its Subsidiaries ("Granting
Subsidiary"), ** except as otherwise may be
provided in this Agreement, grants to the other Party and its
Subsidiaries, the releases, waivers and licenses which the Granting
Subsidiary is required to provide herein. If a Party fails to so
ensure, that Party shall indemnify and hold harmless the other Party
and its Subsidiaries, and their customers, against any and all costs
or damages incurred as a result of, or in defending against, any
claim of patent infringement asserted by the Granting Subsidiary,
including, but not limited to, damages based on a reasonable royalty
or lost profits, consequential damages, and attorney's fees and
expenses.
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5.6 (a) With respect to the licenses granted hereunder, each such
license:
(i) does not include the right of a TI Entity or a Ramtron
Entity, as the case may be (a "Licensed Party"), to make or
have made TI Products or Ramtron Products (respectively),
either in finished or semifinished form (by way of example,
"semifinished form" includes (1) semiconductor wafers at
any stage of their manufacture, (2) foundry services and
(3) assembly services), for, or for sale to, any third
party to use, lease, sell, offer for sale, import, or
otherwise dispose of such Products under the trademark,
trade name, or other commercial indicia of such third
party, in any instance where the manufacturing drawings and
specifications are originated by or on behalf of such third
party. In the event of any such activity by a Licensed
Party, the exclusive remedy for the other Party, for any
claim of patent infringement, shall be against such third
party. The foregoing in this Article 5.6(a)(i)
notwithstanding, in any instance in which such Products are
application-specific or customer-specific integrated
circuits (ASICs or CSICs), which are substantially
comprised of the Licensed Party's ASIC or CSIC
preconfigured cells, whether macro or primitive,
characterized to the Licensed Party's process, the licenses
granted hereunder to the Licensed Party shall be extended
to such Products.
(ii) does include the right to have a third party make Products
either in finished or semifinished form (by way of example,
"semifinished form" includes (1) semiconductor wafers at
any stage of their manufacture, (2) foundry services and
(3) assembly services), for the sole account of a Licensed
Party, but only if (a) said Products are to be sold,
offered for sale, used, imported, leased or otherwise
disposed of by the Licensed Party under the trademark,
trade name, or other commercial indicia of the Licensed
Party, (b) the Licensed Party provides its standard patent
indemnities and product warranties (that it would provide
for the same or similar products manufactured in its own
facilities) for any of said Products sold, offered for
sale, imported, leased or otherwise disposed of by the
Licensed Party, and (c) said Products are made by the third
party using manufacturing drawings and specifications
(1) originated or owned by the Licensed Party, (2)
originated by any third party specifically and exclusively
for the Licensed Party, (3) licensed to the Licensed
Party, or (4) which the Licensed Party has the legal or
contractual right to so utilize; provided, however, that
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such right shall not extend to standard off-the-shelf
products of such third party, nor to products originally
designed or sold by such third party and to which only
minor revisions are made to conform to specifications of a
Licensed Party.
(b) Notwithstanding anything in Article 5.6(a)(ii) to the contrary,
the licenses granted hereunder to TI include the right of TI to
use, lease, sell, offer for sale, import, and otherwise dispose
of standard off-the-shelf products of any third party; provided
that: (1) such products are used, leased, sold, offered for
sale, imported, or otherwise disposed of under the trademark,
trade name, or other commercial indicia of the Licensed Party,
and (2) the provisions of Article 7 are complied with fully.
(c) Except as provided otherwise in Articles 5.6(a)(ii) and 5.6(b),
the licenses granted hereunder to a Licensed Party:
(i) do not include any right for the Licensed Party to act as a
sales agent, commission agent, broker or factor of products
made by third parties; and
(ii) do not include any right for a Licensed Party to act as a
distributor or reseller of products made by third parties.
5.7 To the extent contractually permitted, each Party ("Non-asserting
Party"), on behalf of itself and its Subsidiaries, agrees not to
consent, assent, or agree to any suit or assertion by any unrelated
third party against the other Party, or any of the other Party's
Subsidiaries, under any patent that is jointly owned by or controlled
by or commonly assigned to the Non-asserting Party and such third
party.
5.8 Unless specifically and unambiguously provided for in this Agreement,
this Agreement does not grant nor convey any licenses, direct or
implied, under any patents, copyrights, trademarks, service marks,
trade names, trade dress, or trade secrets.
5.9 If required by the law of any country to effectuate the terms of this
Agreement, each Party shall have the right to sublicense any of its
Subsidiaries.
5.10 Specifically excluded from the grants of licenses hereunder is the
right to grant sublicenses, other than to a Party's Subsidiary as
provided under Article 5.9.
5.11 Each Ramtron Entity hereby grants and agrees to grant to each TI
entity a non-exclusive license to use Ramtron Know-How to make and
have made TI Products.
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5.12 Each TI Entity hereby grants and agrees to grant to each Ramtron
Entity a non-exclusive license to use TI Know-How to make and have
made Ramtron Products.
5.13 The licenses provided in this Article 5 under TI Know-How and
Ramtron Know-How shall remain in full force and effect beyond the
expiration of this Agreement, except as provided in Article 11
(Termination Provisions).
5.14 Specifically excluded from the grants of licenses hereunder is any
license, direct or implied, under the U.S. Semiconductor Chip
Protection Xxx 0000 or other corresponding legislation of any other
country.
5.15 Each Party on behalf of itself and its Subsidiaries hereby grants an
individual immunity from litigation under any Patents owned or
controlled by such Party or any of its Subsidiaries, to each of the
other Party, its Subsidiaries, their customers and their vendors, for
inducement or contributory infringement.
6. OWNERSHIP
6.1 Ramtron hereby assigns all right, title and interest in and to any
Development IP to TI, and all Development IP shall be the exclusive
property of TI. Other than as specified herein, the Development IP
shall be deemed TI proprietary information and shall not be disclosed
to anyone outside of TI, or used by Ramtron or others without the
prior written consent of TI.
6.2 All right, title and interest, including any copyright, in any
article, paper, treatise, computer program or report prepared by
Ramtron pursuant to this Agreement, or which discusses the work
performed hereunder or the results thereof ("Written Data") shall be
deemed to have been automatically transferred to TI from the date of
inception thereof. Upon TI's request, Ramtron shall execute any
document and render such other assistance as reasonably necessary to
perfect the full right, title and interest worldwide in the Written
Data, including formal conveyance of copyright. Written Data shall
not be published or submitted for publication by Ramtron without the
prior written approval of TI.
6.3 During the period of this Agreement and thereafter at any reasonable
time when called upon to do so by TI, Ramtron shall execute patent
applications, patent assignments to TI, and other related papers, and
agrees to render such other assistance that TI believes necessary to
secure for TI the full protection and ownership of all rights
worldwide in and to Development IP developed pursuant to this
Agreement, including patent rights and copyrights by or for Ramtron
singly or jointly with TI. The filing of patent applications on
Development IP shall be decided by TI and shall be for such countries
as TI shall elect. TI shall bear all the expense in connection with
the preparation, filing and prosecution of applications for patents
related to Development IP.
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7. COMPENSATION, OBLIGATIONS, AND PAYMENT TERMS
7.1 Upon execution of this Agreement, TI shall pay Ramtron **
** in consideration of the licenses to Ramtron
IP granted hereunder, and **
** in consideration of the initial six month period of
this Agreement during which Ramtron engineers will provide services
in furtherance of the work set forth in Appendix A and supported by
the resources as set forth in Appendix B.
7.2 As further consideration for the licenses granted to TI hereunder, TI
shall elect one of the following options (the "Additional
Compensation"). TI shall provide notice of its election to Ramtron
on a date ("Notice Date") twelve (12) months prior to the Planned
Qualification Date, with the understanding that the Planned
Qualification Date is subject to change by TI. Therefore, TI will
provide notice when it expects no further changes to the Planned
Qualification Date, but Ramtron understands that further changes to
the Planned Qualification Date may occur.
7.2.1 At any time prior to or upon providing the notice described in
Article 7.2 above, or in accordance with the termination
provisions set forth in Article 11, TI shall pay to Ramtron
an additional sum of ** ; OR
7.2.2 On or about the Qualification Date, TI shall provide foundry
services, in accordance with the terms in Article 9 below, for
a period of no more than ** following the
Qualification Date. Following such ** period, TI will
transfer technology to Ramtron as described in Appendix D; OR
7.2.3 On or about the Qualification Date, TI shall provide foundry
services, in accordance with the terms in Article 9 below, for
a period of no more than ** and, following such
** period, shall pay to Ramtron an additional sum of
** ; OR
7.2.4 On or about the Qualification Date, TI shall provide foundry
services, in accordance with the terms in Article 9 below, for
a period of no more than ** and, following such **
period, TI shall have transferred technology to a foundry as
set forth in Appendix C such that the foundry is able to
provide foundry services for Ramtron. TI's obligations with
respect to this foundry transfer are subject to the terms set
forth in Article 9; OR
7.2.5 By the Qualification Date, TI shall transfer technology to a
foundry as set forth in Appendix C such that the foundry is
able to provide foundry services for Ramtron, TI's
obligations with respect to this foundry transfer are subject
to the terms set forth in Article 9; OR
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7.2.6 At any time following the Notice Date, where TI has provided
notice that it has elected one of the options described in
Articles 7.2.2, 7.2.3, 7.2.4 or 7.2.5, TI may pay to Ramtron
the ** payment described in Article 7.2.1 and
an additional sum of ** .
Performance of any one of these options will constitute full
compensation to Ramtron for the licenses granted to TI hereunder.
Following performance of any one of the above options, TI shall
have no further obligation to Ramtron or to work with or have
Ramtron employees resident at TI's facilities.
7.3 TI shall have no obligation to provide any of the Additional
Compensation described in Article 7.2 above and to deny access to any
TI facility to any Ramtron employee if:
7.3.1 Qualification is not achieved by December 31, 2005; OR
7.3.2 Ramtron terminates this Agreement for its convenience, as set
forth in Article 11; OR
7.3.3 Ramtron undergoes a change of control or is acquired by
another company or other entity (acquisition by another
company or entity of forty percent (40%) or more of the
outstanding shares of stock or ownership interest then
entitled to vote for the election of directors or managers is
deemed to be a change of ownership/control under this
Article); OR
7.3.4 TI terminates this Agreement for Ramtron's breach, as set
forth in Article 11; OR
7.3.5 TI terminates this Agreement for its convenience, as set forth
in Article 11, and chooses to forfeit its licenses to Ramtron
IP; OR
7.3.6 Ramtron elects to accept the technology as is and seek third
party foundry services on its own, as set forth in Article 8.
Except in the case of Article 7.3.5, TI's licenses to Ramtron IP
shall continue in full force and effect, as specified in Article 5.
7.4 In furtherance of the Statement of Work set forth in Appendix A and
the resources set forth in Appendix B during the second six month
period of this Agreement, TI shall pay Ramtron at the beginning of
such six month period, **
** . Prior to the expiration of the second six month
period, TI will evaluate development activity and the level of effort
needed to complete the work referenced in Appendix A and may request
that Ramtron have employees resident at TI for an additional period
of time. In such event, the parties will negotiate the appropriate
terms for such assistance, including additional payment amounts to
Ramtron, if any.
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7.5 In consideration of the licenses provided herein, Ramtron shall
perform the tasks specified in Appendix A and B within the periods
specified in Appendix A and B.
7.6 Payment terms for all payment obligations of TI under this Agreement
shall be net thirty (30) days from the date of invoice by Ramtron,
such invoice to issue on the date the payment obligation is due as
specified in this Agreement. Payment may be via check or wire
transfer.
7.7 The entire obligation of the TI Entities and the Ramtron Entities
in respect of royalty payments under this Agreement is as
explicitly set forth in the Agreement, and no other obligations for
any payment of royalties under this Agreement shall be implied.
7.8 All taxes imposed as a result of the existence of this Agreement or
the performance hereunder shall be paid by the party required to do
so by applicable law; provided, however, that if so required by
applicable law, TI (i) shall withhold the amount of any federal taxes
levied by the United States government on the payment to be made by
TI to Ramtron pursuant to this agreement; (ii) shall promptly effect
payment thereof to the appropriate tax authorities of the United
States government; and (iii) shall transmit to Ramtron official tax
receipts or other evidence issued by said appropriate tax authorities
sufficient to enable Ramtron to support a claim for the United States
income tax credit in respect of any such taxes so withheld and paid.
8. TERM
Unless earlier terminated as set forth below, this Agreement shall be
effective as of the Effective Date stated above and shall continue in effect
until Qualification is achieved and all ensuing obligations of the parties
have been completed. However, this Agreement shall not continue after
December 31, 2007. If Qualification is not achieved by December 31, 2005,
then this Agreement shall terminate in any event.
On or after January 1, 2004, if Qualification has not been achieved, Ramtron
may elect to accept the technology as it exists at the time and the licenses
provided hereunder become fully perfected. In such event, TI will transfer
technology to Ramtron or a foundry as set forth in Appendix D, TI shall have
no obligation to provide Additional Compensation to Ramtron and TI may deny
access to any TI facility to any Ramtron employee.
9. FOUNDRY SERVICES
If TI elects the options set forth in Article 7.2.2, 7.2.3, or 7.2.4 above,
then the following conditions shall apply.
Page-13
9.1 Where TI provides foundry services for Ramtron, TI will sell the
wafers to Ramtron **
** . TI is not obligated to provide tested wafers, but if it
does produce tested wafers, Ramtron will pay a test cost. Production
will be limited to a maximum of ** wafers per month (8 inch
equivalent) in the first six months, ** wafers per month in the
second six months and ** wafers per month in the second year (if
TI elects the option set forth in Article 7.2.2). TI will start
Ramtron Product wafers upon completion of Qualification on TI's **
technology. TI will be running Ramtron's masks and TI's only
responsibility is to start wafers for Ramtron. TI does not guarantee
yields and resolution of yield problems will be Ramtron's
responsibility.
9.2 Where TI helps to obtain third party foundry services for Ramtron,
then the foundry to be used will be determined by TI. TI will assist
Ramtron in negotiating favorable terms with the selected foundry, TI
will assist in transferring to the selected foundry the jointly
developed process, and, except as specifically provided herein, TI
will transfer technology to the selected foundry as described in
Appendix C. TI's obligations shall end on the completion of the
transfer of technology to the selected foundry as specified in
Appendix C or Appendix D, as applicable. Once the technology is
transferred, TI has no liability for the failure of the selected
foundry to produce wafers for Ramtron or for any quality problems
with such wafers.
Where TI is providing foundry services to Ramtron, TI shall not be in breach
of this Agreement if, during the applicable period in which TI is available to
provide foundry services, Ramtron does not request wafers from TI.
10. CONFIDENTIAL INFORMATION
10.1 A party receiving Confidential Information under this Agreement
shall use the same degree of care as it uses to protect its own
confidential information of like importance to limit disclosure of
the other party's Confidential Information to its employees with a
need to know the information for the purposes of this Agreement, to
avoid disclosure of the Confidential Information to any third party
and to limit use of the other party's Confidential Information to
the purposes of this Agreement.
10.2 The Agreement imposes no obligations upon a party receiving
Confidential Information which:
Page-14
10.2.1 Was known to the receiving party without a duty of
confidentiality prior to its receipt from the disclosing
party;
10.2.2 Is or becomes a matter of public knowledge through no fault
of the receiving party;
10.2.3 Is rightfully received by the receiving party from a third
party without duty of confidentiality;
10.2.4 Was previously independently developed by the receiving
party.
10.3 Ramtron employees who are located on TI's premises during the term
of this Agreement will be exposed to information that is
confidential to TI and which relates to topics other than FRAM
development. Such information may or may not be marked and
designated as described in this Agreement. Such employees will be
required to sign an individual nondisclosure agreement relating to
such general TI confidential information which will require that
they not disclose the information to other Ramtron employees.
Ramtron agrees that it shall not cause its employees to violate the
terms of such individual nondisclosure agreements and that it shall
not accept TI confidential information which does not relate to
this Agreement. If Ramtron receives TI confidential information
which does not relate to this Agreement, it shall immediately
notify TI of such receipt and return such information to TI and
provide certification that all such information has been returned
or destroyed.
10.4 The obligations of this Article 10 shall survive the expiration or
termination of this Agreement, except that the obligations in
Article 10.1 shall survive for a period of five years from the
receipt of the Confidential Information.
10.5 Confidential Information received from Ramtron may be disseminated
within TI without breaching this Agreement or the confidentiality
provisions of this Article 10, provided, however, that such
information is still held confidential by TI.
11. SUSPENSION AND TERMINATION OF THE AGREEMENT
11.1 Termination for Cause. Either party shall have the right to
terminate this Agreement by written notice if:
11.1.1 The other party is in breach of a material obligation of
this Agreement and such breach has not been cured within
sixty (60) days of receipt of written notice of such breach
from the nonbreaching party;
Page-15
11.1.2 The other party becomes involved in any voluntary or
involuntary bankruptcy proceeding or other insolvency
petition or proceeding for the benefit of its creditors and
such petition or proceeding is not dismissed within sixty
(60) days after it was filed; or
11.1.3 The other party ceases to be actively engaged in business
for a period of thirty (30) days.
11.2 Termination for Convenience. Either party may terminate this
Agreement for its convenience upon forty-five (45) days' written
notice to the other party.
11.3 Effects of Termination.
11.3.1 If Ramtron terminates this Agreement for its convenience,
or if TI terminates for cause, TI will receive the licenses
set forth above to Ramtron IP without obligation to provide
Additional Compensation and Ramtron will not receive any
licenses to TI IP.
11.3.2 If TI terminates this Agreement for its convenience or
Ramtron terminates for cause, then Ramtron will receive the
licenses set forth above to TI IP and TI may, at its
option, retain its licenses in Ramtron IP by promptly
paying the amount set forth in Article 7.2.1 or 7.2.6, as
applicable, and any amounts remaining due under Article
7.4. If TI does not pay such amounts within thirty (30)
days of notification of termination, then the licenses
granted to TI hereunder shall terminate.
11.4 Those provisions which, by their nature, would survive beyond
termination or expiration of this Agreement shall survive.
11.5 Suspension of the Agreement: Either party ("Suspending Party") may
suspend the Agreement for no more than two years from the
Suspension Date if the Suspending Party gives the other Party
written notice at least thirty days (30 days) before the Agreement
is to be suspended ("Suspension Date").
11.5.1 All licenses shall remain in full force and effect during
the period in which the Agreement is suspended ("Suspension
Period");
Page-16
11.5.2 If the Suspending Party has not reinitiated the program, by
providing notice to the other Party of such intention to
reinitiate work under the Agreement and starting such work
pursuant the Statement of Work with the staffing levels
specified in Appendix B, prior to the expiration of the two
year period, the Suspending Party shall be deemed to have
terminated the Agreement for convenience with the effects
of such termination being defined by Article 11.3.1 (if
Ramtron is the Suspending Party) and 11.3.2 (if TI is the
Suspending Party); and
11.5.3 If the Suspending Party reinitiates the program pursuant
Article 11.5.2, the Suspending Party shall retain its
license to the other Party's IP if:
11.5.3.1 in the case where TI is the Suspending Party, TI
fulfills Articles 7.1, 7.2 and 7.4 or TI pays
Ramtron ** before
the expiration of the two year period in addition
to any money owed to Ramtron under Articles 7.1
and 7.4;
11.5.3.2 in the case where Ramtron is the Suspending
Party, Ramtron fulfills Article 7.5.
11.5.4 If TI is the Suspending party, Ramtron may elect, at any
time during the Suspension Period, to accept the technology
as it exists at the time, in which case, TI will transfer
technology to Ramtron or a foundry as set forth in Appendix
D. In this event, TI shall retain its license to Ramtron
IP by paying ** to Ramtron,
in addition to any money owed to Ramtron under Articles 7.2
and 7.4, before the expiration of the two year period from
the Suspension Date.
11.5.5 If either Party suspends the Agreement as set forth in this
Article 11.5, all dates specified in the Agreement that
have not passed prior to the Suspension Date will be
extended for the duration of the Suspension Period unless
the Parties mutually agree not to extend such dates.
12. WARRANTIES AND REPRESENTATIONS
12.1 Each party represents to the other that, to the best of its
knowledge, it has the full right and authority to enter into this
Agreement and to grant the licenses granted hereunder, and that the
execution, delivery and performance of this Agreement will not
conflict with or result in the breach of any other agreement to
which it is a party.
Page-17
12.2 Each party represents that it has or will have, prior to
commencement of work under this Agreement, valid and sufficient
arrangements and agreements with its employees such that ownership
of any inventions or work related to this Agreement vests in the
employing company.
12.3 EXCEPT AS SPECIFICALLY PROVIDED ABOVE, THE PARTIES MAKE NO OTHER
WARRANTY, EXPRESS, IMPLIED OR STATUTORY, AND SPECIFICALLY DISCLAIM
ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE.
13. LIMITATION OF LIABILITY
IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INCIDENTAL,
CONSEQUENTIAL, INDIRECT OR SPECIAL DAMAGES, REGARDLESS OF THE CAUSE OF ACTION
AND EVEN IF THE PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
14. GENERAL
14.1 Independent Contractors. The relationship of the parties hereto is
that of independent contractors, and neither party is an employee,
agent, partner or joint venture of the other. An employee of one
party shall not be considered, for any purpose, an employee of the
other party. To the extent this Agreement involves work by one
party on the premises of the other party, each party shall instruct
and require its respective visiting employees to observe and obey
all rules, policies and procedures in effect at the facilities of
the other party.
14.2 Governing Law. This Agreement shall be governed by and construed
under the laws of the State of Texas without regard to conflict of
laws provisions.
14.3 Publicity. Initial publicity regarding the subject matter of this
Agreement shall be jointly agreed, planned and coordinated by the
parties. Neither party shall publicize or disclose the terms of
this Agreement without the prior written consent of the other
party, except as necessary to establish its rights under this
Agreement or as may be required by law.
14.4 Notices. Any notice required or permitted by this Agreement will
be in writing and will be sent by prepaid, registered or certified
mail, return receipt requested, or by facsimile with confirmation
of receipt, addressed to the other party at the address shown
below.
Page-18
For TI: For Ramtron:
0000 Xxxxxxxxx Xxx Xxxx X. Xxxxx, President
Post Office Box 655474 0000 Xxxxxxx Xx.
Mail Station 3999 Xxxxxxxx Xxxxxxx, Xxxxxxxx 00000
Xxxxxx, XX 00000
Attn: General Patent Counsel Copy to:
FAX: (000) 000-0000 Xxxxxxx Profession Corporation
Attorneys
0000 Xxxxxxx Xx., Xxxxx 0000
Xxxxxx, Xxxxxxxx 00000
14.5 Export Control. Each party understands and acknowledges that it is
subject to regulation by agencies of the U.S. government, including
the U.S. Department of Commerce, which prohibit export or diversion
of certain technology to certain countries. Any and all obligation
of each party to provide technology and technical assistance shall
be subject in all respects to such U.S. laws and regulations as
shall govern the license and delivery or technology abroad by
persons subject to the jurisdiction of the United States, including
the Export Administration Act of 1979, as amended, any successor
legislation, and the Export Administration Regulations issued by
the Commerce Department Bureau of Export Administration. Each
party warrants that it will comply with the Export Administration
Regulations or other United States laws and regulations in effect
from time to time.
14.6 Force Majeure. Nonperformance by either party will be excused to
the extent that performance is rendered impossible by strike, fire,
flood, earthquake, governmental acts or orders or restrictions,
injunction, or any other reason where failure to perform is beyond
the reasonable control and not caused by the negligence of the
non-performing party.
14.7 Non-Assignment. Except as specifically set forth herein, neither
party may transfer or assign its rights or obligations under this
Agreement without the prior written consent of the other party.
Subject to the foregoing, this Agreement will be binding upon and
inure to the benefit of the parties hereto, their permitted
successors and assigns. Any proposed assignment not permitted
hereunder shall be void.
14.8 No Waiver. The failure of either party to enforce at any time any
of the provisions of this Agreement, or the failure to require at
any time performance by the other party of any of the provisions of
this Agreement, will in no way be construed to be a waiver of such
provisions, nor in any way affect the ability of either party to
enforce such provisions thereafter.
Page-19
14.9 Entire Agreement. This Agreement sets forth the entire agreement
and understanding of the parties relating to the subject matter
hereof and merges all prior discussion between them. No
modification or amendment to this Agreement, nor any waiver of any
rights under this Agreement, will be effective unless set forth in
writing signed by authorized representatives of both parties.
14.10 Construction. Whenever the singular number is used in this
Agreement and when required by the context, the same shall include
the plural and vice versa, and the masculine gender shall include
the feminine and neuter genders and vice versa.
14.11 Headings. The headings in this Agreement are inserted for
convenience only and are in no way intended to describe, interpret,
define, or limit the scope, extent or intent of this Agreement or
any provision hereof.
14.12 Rights and Remedies Cumulative. The rights and remedies provided
by this Agreement are cumulative and the use of any one right or
remedy by any party shall not preclude or waive the right to use
any or all other remedies. Said rights and remedies are given in
addition to any other rights the parties may have by law, statute,
ordinance or otherwise.
14.13 Severability. If any provision of this Agreement or the
application thereof to any person or circumstance shall be invalid,
illegal or unenforceable to any extent, the remainder of this
Agreement and the application thereof shall not be affected and
shall be enforceable to the fullest extent permitted by law.
14.14 Counterparts. This Agreement may be executed in counterparts, each
of which shall be deemed an original but all of which shall
constitute one and the same instrument.
14.15 Facsimile Transmissions. Transmittal via facsimile of a copy of
this Agreement, or any corollary agreements, notices, addenda
and/or amendments pertaining to this Agreement, which have been
signed by either or both parties, shall be deemed admissible and
conclusive evidence of a party's intention to be bound to, and that
party's approval of, the terms and conditions of such signed
agreement. Subsequent to delivery via facsimile transmission, each
party agrees to deliver to the other party an originally signed
counterpart of any such instrument, which had been initially
delivered via facsimile transmission.
Page-20
Duly authorized representatives of the parties have executed this Agreement as
of the date first set forth above.
TEXAS INSTRUMENTS INCORPORATED RAMTRON
By: /S/ Xxxxxxx X. Xxxxxxxxx By: /S/ Xxxx Xxxxx
--------------------------- --------------------------
Name: Xxxxxxx X. Xxxxxxxxx Name: Xxxx Xxxxx
Title: Executive Vice President Title: President, Technology Group
Chief Operating Officer
Date: August 15, 2001 Date: August 11, 2001
LIST OF APPENDICES:
APPENDIX A -- Statement of Work
APPENDIX B -- Resource Plan
APPENDIX C -- Foundry Transfer List for Relief of Additional Compensation
APPENDIX D -- Foundry Transfer List
APPENDIX E -- TI Patents
Page-21
APPENDIX A
Statement of Work
TI-RAMTRON JOINT DEVELOPMENT PROGRAM
FOR EMBEDDED FRAM TECHNOLOGY
TI Contact: **
FeRAM Program Manager
Texas Instruments
00000 X. Xxxxxxx Xxxx., XX 0000
Xxxxxx, XX 00000
**
**
Ramtron Contact: **
Vice President-FRAM Development
Ramtron International Corporation
0000 Xxxxxxx Xxxxx
Xxxxxxxx Xxxxxxx, XX 00000
**
**
Table of Contents
Section Description Page #
------- ----------------------------- ------
1.0 Program Goals 2
2.0 Program Technical Overview 2
3.0 Program Timing and Milestones 6
4.0 Program Deliverables 8
Executive Summary
Low-voltage, non-volatile ferroelectric random-access memory (FRAM) embedded
within conventional silicon integrated circuits has the potential to be a
high-performance, low-cost alternative to conventional memory technology. To
create, evaluate and demonstrate FRAM technology in an efficient manner and
to take full advantage of the synergy associated with combining complementary
development teams, Texas Instruments and Ramtron International Corporation
will join forces in a joint-development program. The program goal is to
develop and demonstrate a manufacturing-compatible ferroelectric module
** .
Page-22
1.0 Program Goals and Key Milestones
The goal of the TI/Ramtron joint development program is the production
qualification of an FRAM module embedded within TI's advanced logic process.
A PZT-based capacitor will be used for the storage elements. The performance
and structural goals include:
- **
- **
- **
- **
- **
- **
- **
- **
2.0 Technical Overview and Background
TI and Ramtron shall work together to develop a manufacturing-worthy
ferroelectric module within an advanced logic process with a minimum of added
masks. This joint effort leverages TI's experience with low-voltage,
small-area ferroelectric capacitor fabrication and Ramtron's expertise in FRAM
manufacturing, design, and materials technology.
2.1 Company Backgrounds
2.1.a. Texas Instruments
In January 1999, Texas Instruments and Hewlett Packard
Corporation joined forces in a cooperative development
effort to demonstrate the feasibility of scaled
ferroelectric memory technology ** . This joint
program resulted in the fabrication of submicron
ferroelectric capacitor arrays within the **
** . In May 1999, Hewlett Packard Corporation
spun-off its electronic components business into a
new company named Agilent Technologies. TI and Agilent
Technologies continued development ** of scaled
FRAM technology and produced both short flow and full flow
test masks. To accelerate the development of a core FRAM
tool set, TI and Agilent also entered into a joint-
development agreement with Applied Materials that was
completed in January, 2001.
Page-23
As part of the joint development program with Agilent
Technologies, TI's Xxxxx cleanroom facility is currently
running **
** . TI and Agilent
Technologies are in the process of installing the core FRAM
module equipment set **
** within the Xxxxx Fab. TI has set in
place numerous safeguards **
** in
a state-of-the-art CMOS fabrication line. Agilent
Technologies shall perform both parametric and functional
test on these wafers as part of this existing program that
extends through December 31, 2001.
2.1.b. Ramtron International Corporation
Ramtron International Corp. has been engaged in
ferroelectric memory technology since its inception in 1984
through in-house R&D programs and with development partners.
Commercialization of the technology through productization
has always been the intent of the company. Commercial
product offerings began in 1992 with a 4K FRAM and have
evolved to the present day 256K along with embedded and
logic families of IC's. Ramtron's manufacturing model has
evolved from in-house fabrication to a fabless business
model with turnkey offshore activities extending from order
entry through customer drop-ship.
Ramtron has utilized a cooperative approach to
commercialization based on the requirement for industry
standard manufacturing and reliability models. The various
joint development programs have included product design,
fabrication equipment availability, raw materials
availability, manufacturing, measurement standards and
technology roadmaps, among others. The numerous joint
development partners include Rohm, Seiko, Epson, Hitachi,
Asahi, Kasei, Toshiba, Fujitsu, Samsung, Infineon, Applied
Materials, ATMI, Ulvac, Tegal, Mitsubishi Materials, MRC,
Xxxxxxx Xxxxxxx, Hyundai, Matsushita, Motorola, NIST and
Raytheon. The program outlined in this document is one that
will leverage the accumulated data base and knowledge
derived from the mentioned programs to the extent to which
such items can be introduced without restriction.
Page-24
2.2 Ferroelectric Capacitor Module
A schematic cross-section for FRAM technology embedded with CMOS is
displayed in Figure 1. The JDP goal is the production
qualification of a ferroelectric capacitor module embedded within
TI's logic process. To meet this goal, numerous process and
integration advancements, unknown in detail at this time, will be
required. In this section, we will describe, for illustration
purposes, one possible process flow for this demonstration. This
process flow has been developed by Texas Instruments prior to
discussion with Ramtron International Corporation.
** .
**
Figure 1: Schematic cross-section of embedded
ferroelectric RAM.
** .
** .
** .
**
Table 1: **
** .
3.0 Program Timing, Tasks, and Milestones
The estimated program learning cycle timing for production **
** is shown in Figure 2. By the end of the first
learning cycle, ** .
In the second learning cycle, **
** . The goal of
the third learning cycle is **
** . ** in the fourth learning
cycle and ** in the
fifth learning cycle. The sixth learning cycle is used **
** .
Page-25
** .
** .
**
Figure 2. Estimate program learning cycles for embedded
FRAM production ** .
Based upon the Xxxxx chart displayed in Figure 2, the following major program
milestones are tabulated in Table 2. ** will be determined as part
of the existing ** . The **
** will be used to evaluate and down select design options. **
** will be understood ** and this learning transferred to
the other notes.
Date Milestone Comment
----------- ---------------------- -----------------
** ** **
** ** **
** ** **
** ** **
** ** **
** ** **
** ** **
Table 2. Key Technical Milestones for qualification of
embedded FRAM technology.
In addition to the major program milestones shown in Table 2, we have also
identified milestones for the initial 12 months of the TI/Ramtron joint
development program. For the first six month interval, Ramtron engineers
assigned to the TI/Ramtron Joint-Development Program will complete the tasks
shown in Table 3.
Page-26
Area-TI Area-Ramtron Description
------------------ -------------------- -------------------
** ** **
** ** **
** ** **
** ** **
** ** **
** ** **
** ** **
** ** **
** ** **
** ** **
** ** **
** ** **
** ** **
** ** **
** ** **
** ** **
** ** **
** ** **
** ** **
** ** **
** ** **
** ** **
Table 3. Proposed task list for the firs
6 months of TI/Ramtron program.
The proposed milestones for the initial 12 month period are displayed in
Table 4. The specific milestone dates will be adjusted for the actual
program start date. Milestones for the second sixth month period will be
updated and modified at the end of the first 6 month period.
Date Milestone Comment
----------- ---------------------- -----------------
** ** **
** ** **
** ** **
** ** **
** ** **
** ** **
** ** **
** ** **
** ** **
Page-27
Table 4. Key Technical Milestones for the first
two 6 month intervals of TI-Ramtron FRAM JDP
In parallel with the TI-Ramtron effort, TI and Agilent technologies
will also be completing their existing joint-development agreement, which
includes the measurement of wafers currently in process within TI's
fab. With approval from Agilent Technologies, TI will share this data with
Ramtron to accelerate development learning. The major remaining milestones
for the TI-Agilent program are shown in Table 4.
Date Milestone Comment
----------- ---------------------- -----------------
** ** **
** ** **
** ** **
Table 5. Remaining high-level milestones
for **
4.0 Program Deliverables:
Within this program, TI and Ramtron will design, fabricate, and test **
** . All program deliverables will remain the property
of Texas Instruments. The program deliverables include:
- **
- **
- **
- **
- **
- **
- **
- Information will be shared in requested electronic format, if practical
Page-28
APPENDIX B
RESOURCE PLANS
Program Organization:
Ramtron staff will be assigned to Texas Instruments and based in Dallas, TX.
Some Ramtron staff may remain in Colorado Springs if the program depending
upon how the program is best served. The TI and Ramtron teams shall decide
development issues in an open, cooperative manner.
Program Support:
By evaluating the process flow and tools needs, we have estimated the support
levels needed from Ramtron to qualify an embedded FRAM memory module.
Ramtron will provide the following program support including, but not limited
to:
- ** engineers assigned full time to the TI/Ramtron program, for such
term as TI shall specify, but for no less than two six-month periods.
Following the expiration of the second six-month term, TI may, at its
option, request continued assignment of Ramtron engineers for additional
terms of six months each
- Documentation (electronic or hardcopy) from previous FRAM development
programs
- Access to equipment in Colorado Springs
- Access to existing databases
- **
TI will provide Ramtron-assignees the following:
- Office areas as needed
- Telecommunications - phone and data
Program Personnel:
Ramtron engineers assigned to TI-Dallas will be in residence in Dallas for
3 out of every 4 weeks and will start their assignment once the agreement has
been finalized or upon mutual agreement of both parties. The Ramtron Engineer
in Colorado will support the program on a part-time basis with occasional
trips to TI-Dallas. All information and work by the Ramtron Engineers working
on the TI-Ramtron is subject to the terms of the Agreement The number of
Ramtron assignees and their focus areas may change depending upon program
needs and by mutual agreement of the program managers.
Page-29
Description TI Lead Ramtron Ramtron Comment
Engineers in Engineer in
Dallas Colorado
------------------- ------------ ------------- ------------ -------
Program Mgr ** ** ** **
Design ** ** ** **
Process/Integration ** ** ** **
Product Engineering ** ** ** **
Reliability ** ** ** **
Packaging ** ** ** **
Page-30
APPENDIX C
FOUNDRY TRANSFER FOR RELIEF OF ADDITIONAL PAYMENT
1. Equipment List
2. Process recipes for FRAM Module
3. Process flow
4. ** of engineering support
5. ** of additional engineering support and
interaction until process qualifies at the selected foundry.
Page-31
APPENDIX D
FOUNDRY TRANSFER LIST B
(For circumstances in which transfer to foundry
is optional as provided in the Agreement.)
1. Equipment List
2. Process recipes for FRAM Module
3. Process flow
4. ** of engineering support
Page-32
APPENDIX E
TI PATENTS
Issued Patents (given as U.S. Patents Numbers)
5,508,953 5,811,851 5,781,404 5,656,852 5,612,574 6,150,183
5,840,615 5,554,866 5,471,364 5,489,548 5,520,992 6,171,970B1
5,851,896 5,554,564 5,622,893 5,626,906 5,776,788 6,090,697
5,679,980 5,665,628 5,729,054 5,972,722 6,211,034 6,238,932
5,504,041 5,585,300 5,696,018 5,589,284 6,153,490 6,211,035B1
Pending Patent Applications
Identification Number Serial No./Application No.
--------------------- --------------------------
** **
** **
** **
** **
** **
** **
** **
** **
** **
** **
** **
** **
** **
** **
** **
** **
** **
** **
** **
** **
** **
** **
** **
** **
** **
** **
** **
Page-33
Patent Disclosures not filed with USPTO
Identification No. Title Investor(s)
------------------ ---------------------- ----------------
** ** **
** ** **
** ** **
** ** **
** ** **
** ** **
** ** **
** ** **
** ** **
** ** **
** ** **
** ** **
** **
** **
** **
** **
** **
** **
** **
** **
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