AGREEMENT
THIS AGREEMENT is entered into as of the Effective Date, between SAMSUNG
ELECTRONIC CO. LTD. with a principal place of business located at San #24
Nongseo-Ri, Kiheung-Eup Yongin-City, Kyungki-Do, KOREA 449-900 ("SEC"), and
SILICON STORAGE TECHNOLOGY, INC. located at 0000 Xxxxxx Xxxxx, Xxxxxxxxx,
Xxxxxxxxxx, X.X.X. ("SST").
WHEREAS, SST has designed and developed SST Technology (as defined hereinafter),
WHEREAS, SST is the owner of SST Intellectual Property Rights (as defined
hereinafter),
WHEREAS, SEC desires to obtain from SST a non-exclusive, personal,
non-transferable, world-wide license to use, make, sell, and distribute the
products containing SST Technology for design of Embedded Products (as
defined hereinafter); SST agrees to grant to SEC such nonexclusive,
world-wide license to SEC in accordance with the terms and conditions set
forth in this Agreement,
WHEREAS, SST's grant of right to use SST Technology by SEC's ASIC customers
shall be limited to design of the Embedded Product (as defined hereinafter)
by SEC for such ASIC customers for manufacture by SEC, and such right
prohibit transfer of technology, or any part of SST Intellectual Property
Rights to any third party,
WHEREAS, SST desires to purchase from SEC high density NAND flash memory IC
and SEC desires to supply SST with such products.
WHEREAS, SST desires to obtain foundry capacity for SST Products (as defined
hereinafter) and SEC agrees to provide such capacity to SST.
NOW THEREFORE, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
1.0 "SST Technology" shall mean [ * ], including but not limited
to [ * ],
-------------------
*Certain confidential information contained in this document, marked by
brackets, has been omitted and filed separately with the Securities Exchange
Commission pursuant to rule 24B-2 of the Securities Exchange Act of 1934, as
amended.
1.
[ * ].
1.1 In the evolution of the product designs and the manufacturing
process that incorporate elements of the SST Technology, there may
be modifications made, after the execution of this Agreement,
which are improvements of the original SST Technology. These
incremental improvements or modifications made to the SST
Technology by SEC, shall be known as "SEC Improvement."
1.2 In the evolution of the product designs and the manufacturing
process that incorporate elements of the SST Technology, there may
be modifications made, after the execution of this Agreement,
which are improvements of the original SST Technology. These
incremental improvements or modifications made to the SST
Technology by SST, shall be known as "SST Improvement."
1.3 SEC Improvement and SST Improvement shall be collectively called
"Improvements."
1.4 The "Embedded Product" shall mean a product having one or more
Flash Cells which was designed by SEC or its authorized
subcontractor under non-disclosure agreement with SEC to safeguard
SST, for SEC or according to the SEC's customer specification, and
incorporate substantial elements of the SST Technology and its
improvements. This product shall not include 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. Embedded Product shall be ASIC or
microcontroller type product with SST Technology presented to the
SEC customers only in a form of specifications. GDSII layout data
base, circuit designs, schematics and related data of SST
Technology shall not be disclosed to Embedded Product customers'
nor to SEC Subcontractors' SEC agrees to enter into a non-
disclosure agreement with ASIC customers, to maintain in
confidence the SST Intellectual Property Rights. The right to
enforce the non-disclosure agreement is assigned to SST. The
percentage of the Flash Area relative to Embedded Product area
shall not exceed [ * ]
-------------------
*Certain confidential information contained in this document, marked by
brackets, has been omitted and filed separately with the Securities Exchange
Commission pursuant to rule 24B-2 of the Securities Exchange Act of 1934, as
amended.
2.
[ * ].
1.5 The "SST Product" shall mean standalone memory products or a logic
product with embedded SST Technology designed by SST or for SST by
a third party incorporating SST Technology, or an Embedded Product
designed for SST by SEC.
1.6 "Flash Cell" shall mean a nonvolatile memory cell for storage of
single bit based upon the SST Technology.
1.7 "Flash Area" shall mean the total area of the embedded SST
Technology. The Flash Area shall include Flash Cell array,
addressing, decoding, sensing, charge pump, and all related
circuits required for the operation of the embedded block.
1.8 "SST Intellectual Property Rights" shall mean all patents,
copyrights, mask work rights, and trade secrets subsisting in or
covering the SST Technology, which are owned by SST or to which
SST has the right to grant the rights and license granted herein,
now or hereafter during the term of the Agreement. SST
Intellectual Property Rights include, but is not limited to,
patents covering Flash Cells and memory circuits, and methods of
operation and manufacturing thereof, mask work rights in the
layout of the Flash Cells and memory circuits, copyrights in the
net list, and confidential information in cell design layout,
design rules, and process flow architecture.
1.9 "Selling Price" shall mean actual price billed to end-user
customer by SEC for Embedded Product sold less amount for
authorized returned material. This price is different from list
price, marketing and sales quoted price, etc. which may not be the
actual price billed to the customer.
1.10 "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". All oral disclosures of Proprietary Information
shall be identified as such prior to disclosure and confirmed
-------------------
*Certain confidential information contained in this document, marked by
brackets, has been omitted and filed separately with the Securities Exchange
Commission pursuant to rule 24B-2 of the Securities Exchange Act of 1934, as
amended.
3.
in writing, or email, by the disclosing party 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. The
Proprietary Information shall not include information that: (1) is
now or subsequently in the public domain or otherwise becomes
available to the public other than by breach of this Agreement by
the receiving party; (2) has been rightfully in the receiving
party's possession prior to receipt from the disclosing party with
the receiving party having the burden of proof; (3) is rightfully
received by the receiving party from a third party; or (4) is
independently developed by the receiving party without use of any
proprietary information or trade secrets of disclosure with the
receiving party having the burden of proof.
1.11 "Effective Date" shall mean either the date when this Agreement is
signed by both parties, or the date when SEC and SST receive all
necessary approvals for this Agreement from their respective
governments, whichever is later.
1.12 "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 SEC, 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. A list of Subsidiary(ies) is attached in Exhibit "C"
hereto.
-------------------
*Certain confidential information contained in this document, marked by
brackets, has been omitted and filed separately with the Securities Exchange
Commission pursuant to rule 24B-2 of the Securities Exchange Act of 1934, as
amended.
4.
ARTICLE II
GRANT
2.0 Subject to the terms and conditions of this Agreement, and during
the term of such Agreement SST grants SEC and SEC's Subsidiary
under SST Intellectual Property Rights, 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 SEC Subcontractors Embedded
Products, manufacture at SEC owned wafer manufacturing plants such
designed Embedded Products, sell the manufactured Embedded
Products. Use of the license granted herein, shall not constitute
a right to sublicense the technology to any party for
manufacturing of Embedded Products, or any other products using
SST Technology outside of SEC's foundry sites.
2.1 In consideration of the license set forth in paragraph 2.0, SEC
shall pay license fee and royalty described in Article (III). In
further consideration of the license granted herewith, [ * ] as
described in paragraph 4.0 and [ * ] as described in
paragraph 4.1.
2.2 SEC shall not use a minimum Flash Cell size for its Embedded
Products less than the minimum Flash Cell size used in SST Product
manufactured at SEC. The number of Flash Cells in each Embedded
Product shall not exceed [ * ] unless a waiver letter is
obtained from SST. [ * ].
2.3 SEC further agrees to assume responsibility for material costs of
developing [ * ] SST Technologies, including [ * ].
2.4 This agreement is only for [ * ] generation of SST Technology.
For development and licensing of technology geometry below [ * ],
both parties shall negotiate in good faith to reach a separate
agreement.
2.5 SST and SEC shall negotiate in good faith the right
-------------------
*Certain confidential information contained in this document, marked by
brackets, has been omitted and filed separately with the Securities Exchange
Commission pursuant to rule 24B-2 of the Securities Exchange Act of 1934, as
amended.
5.
for SEC to provide foundry capacity for licensees of SST
Technology [ * ].
2.6 SEC shall [ * ] provide SST with layout design data base,
schematics of circuit designs, specifications of SST Technology
embedded ASIC blocks, and provide documentation relating to SEC
Improvements as soon as possible, in order to keep SST informed of
latest SST Technology based blocks for Embedded Products and to
allow SST to use such material in SST Products.
2.7 Both parties agree that the objective of establishing SST
Technology for both [ * ] geometry would be to yield similar
design rules and device specification to allow SST to keep the
same design (GDSII data base) manufactured at both SEC and SST's
other foundries. If any process incompatibility should develop
that would cause the original working design to require
modifications, SEC has agreed to make process changes necessary to
make the same design manufacturable at SEC, without any added cost
to SST.
2.8 Both Parties agree to negotiate, in good faith, extending the
relationship to include [ * ].
2.9 SST shall provide-SEC with the deliverables and technical
assistance as specified in Exhibits A and B.
ARTICLE III
LICENSE FEE AND ROYALTY
3.0 SEC shall pay SST a license fee of [ * ] total, net of taxes
from Korean government, in two equal payments of [ * ] each.
The first payment shall be due upon signing the Agreement and
clearance from Korean government, which is not expected to take
more than thirty (30) days. The second payment shall be due upon
meeting certain milestone described in Exhibit "A". Unless
otherwise specified, payment will be due and payable
-------------------
*Certain confidential information contained in this document, marked by
brackets, has been omitted and filed separately with the Securities Exchange
Commission pursuant to rule 24B-2 of the Securities Exchange Act of 1934, as
amended.
6.
by SEC within thirty (30) days after the satisfaction of the
applicable milestone and the receipt of the corresponding invoice
from SST.
3.1 SEC shall pay SST a royalty for the licenses granted herein, which
royalty shall be a certain percentage of Selling Price of any
Embedded Product sold by SEC, in accordance with the schedule
below;
A) [ * ]
B) [ * ]
3.2 In the event that as a result of embedding high density of SST
Technology in Embedded Products a significant direct competition
to SST's memory product business is created, both parties agree to
negotiate in good faith for reaching an equitable solution.
3.3 Royalty payments shall be made semi-annually within thirty (30)
days after close of each calendar six months, and shall be
accompanied by a report setting [ * ]. In connection with this
royalty, the sales records of SEC shall be available for
inspection by SST's internal or independent auditors during usual
business hours for the sole purpose of verifying said reports at
SST's expenses provided such audit takes place during normal
business hours. In the event any such audit shall disclose that
such-royalty has been underpaid by more than [ * ] SEC shall
bear the cost of that audit.
-------------------
*Certain confidential information contained in this document, marked by
brackets, has been omitted and filed separately with the Securities Exchange
Commission pursuant to rule 24B-2 of the Securities Exchange Act of 1934, as
amended.
7.
ARTICLE IV
FOUNDRY AND MASS STORAGE
In consideration of the license granted herein, the following relationships
shall be established between SST and SEC:
4.0 SEC shall provide guaranteed wafer foundry capacity for SST
Products in accordance with schedule below.
[ * ] [ * ] [ * ] [ * ] [ * ]
------------------------------------------------------------------
[ * ] [ * ] [ * ] [ * ] [ * ]
[ * ] [ * ] [ * ] [ * ] [ * ]
[ * ]
SEC further agrees to [ * ] .
[ * ].
4.1 [ * ].
ARTICLE V
CROSS LICENSE
5.0 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.
5.1 SEC will receive, as soon as possible, updated SST Improvement and
improvements that SST is entitled to grant from other licensing
agreements associated with the SST Technology without additional
fee or royalty. SST and SST's Subsidiaries will receive a paid
up, unrestricted license including the right to
-------------------
*Certain confidential information contained in this document, marked by
brackets, has been omitted and filed separately with the Securities Exchange
Commission pursuant to rule 24B-2 of the Securities Exchange Act of 1934, as
amended.
8.
grant sublicenses to all SEC Improvement.
5.2 Title to all intellectual property rights relating to SEC
Improvements under this Agreement shall be owned by SEC, and all
expenses incurred in obtaining and maintaining such rights shall
be borne by SEC. Subject to the limitation on SEC's sublicense
under the Agreement, either party has the right to license such
SEC Improvement to third parties. In case SEC elects not to seek
or maintain legal protection for any such invention or improvement
in any particular country or territory, SST shall have the right
to seek protection at its sole expenses and for its sole benefit
and shall have full control over the prosecution and maintenance
thereof, provided that SST shall grant to SEC [ * ].
ARTICLE VI
WARRANTY
6.0 SST warrants and represents that it has the right and authority to
convey and grant the license as set forth herein.
6.1 SST represents that the SST Technology including the deliverables
provided hereunder to SEC is, and shall be kept accurate, updated
technology available to SST.
6.2 SST represents that to the best of its knowledge the SST
Technology provided by SST under this Agreement does not infringe
upon any third party's patents, copyrights, or trade secrets and
that it has not been duly notified by any patent holders of any
assertion of patent infringement by using SST Technology, [ * ].
6.3 SST agrees to indemnify, hold harmless and defend SEC from and
against any and all equitable actions, damages, costs and expenses
incurred by SEC in connection with a claim which, if true, would
constitute a breach of SST's warranty set forth
-------------------
*Certain confidential information contained in this document, marked by
brackets, has been omitted and filed separately with the Securities Exchange
Commission pursuant to rule 24B-2 of the Securities Exchange Act of 1934, as
amended.
9.
under Sub-Section 6.0 hereof, provided SST has been given prompt
notification and reasonable assistance from SEC, and SST has sole
control over legal action. [ * ] under the law 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 6.4 hereof), procure for
SEC the right to continued use of 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, provided however, that
such equitable actions, damages, cost and expense is not incurred
by SEC Technology.
6.4 Neither party shall be liable to the other for any incidental,
indirect or consequential damages arising out of or in connection
with this Agreement. In no event shall either party be liable to
the other for damages, in the aggregate, greater than [ * ].
Furthermore, SEC agrees to hold SST harmless from any-cause of
action arising out of, as a result of, or in connection with, any
dispute between SEC and its customers, except to the extent such
dispute arises from a breach by SST of its contractual obligation
to SEC under this Agreement, including a breach by SST of its
warranty under Sub-Section 6.0, and provided that SST fulfills its
obligation under Sub-Section 6.3.
6.5 SEC shall provide SST with SEC's standard warranties on NAND flash
memory and Embedded Products sold to SST. Such warranties shall
include, warranty that the NAND product is free from infringement
of patents under the laws of the United States, or copyright,
trade secret right of any party in the United States or any other
jurisdiction. SEC further warrants that if any third party asks
SST for royalty for the compensation of using such third party's
patents alleging the infringement by the NAND flash memory
integrated circuits sold by SEC to SST, SEC shall be responsible
for such royalty.
-------------------
*Certain confidential information contained in this document, marked by
brackets, has been omitted and filed separately with the Securities Exchange
Commission pursuant to rule 24B-2 of the Securities Exchange Act of 1934, as
amended.
10.
Above warranty is limited to the NAND flash memory integrated
circuits only provided by SEC. In the event SEC flash memory
integrated circuits provided by SEC to SST are combined with other
products such as controller which is not provided by SEC, SEC is
not responsible for the patent claims or legal actions based on
patent infringement by any third party [ * ] relating to such
combination. In any event SEC's whole responsibility shall not
exceed prices of such NAND flash memory integrated circuits paid
by SST to SEC.
6.6 SEC 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 the design of the Embedded
Product, the manufacturing of the Embedded Product, the sale of
the Embedded Product and the use thereof by SEC customers,
provided however, that such equitable actions, damages, cost and
expense is not incurred by breach of SST Technology.
6.7 SEC 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 which, if true, would
constitute a breach of SEC's warranty set forth under
Sub-Sections 6.5 hereof, provided SEC has been given prompt
notification and reasonable assistance from SST, and SEC has sole
control over the legal action.
ARTICLE VII
TERM AND TERMINATION
7.0 This Agreement shall remain in full force and effect for [ * ]
years from the Effective Date, unless earlier terminated as
provided elsewhere herein. Both parties shall negotiate in good
faith for renewed terms and conditions at least six (6) months
prior to the expiration of this Agreement. If neither of the
parties hereto gives six (6) months prior notice before the
expiration date of this Agreement, then this Agreement shall be
extended for one (1) year each time. Upon termination, all
tangible Proprietary Information shall be returned
-------------------
*Certain confidential information contained in this document, marked by
brackets, has been omitted and filed separately with the Securities Exchange
Commission pursuant to rule 24B-2 of the Securities Exchange Act of 1934, as
amended.
11.
or destroyed according to the instruction of the disclosing party.
7.1 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 30 days after issuance of a written notice of
termination to the other party by the non-defaulting party. In
the event SST becomes bankrupt, or a trustee is otherwise
appointed for SST, SEC shall have the right to maintain the rights
and licenses provided for in this Agreement, provided it continues
to make the royalty payments provided for herein.
7.2 After effective termination of this Agreement by either party in
accordance with Section VII hereof, SEC shall cease and desist all
use of the license except for the performance of its obligations
to customers, which are incurred before termination of this
Agreement. 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.
7.3 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 it may elect, in
order to obtain the benefits provided pursuant to this Agreement,
or to obtain adequate resource or compensation.
7.4 The termination of the license granted under this Agreement, by
expiration or otherwise, shall not release one party from any of
its obligations or liabilities therefore incurred, or rescind or
give any rights to rescind, anything done or any payment
-------------------
*Certain confidential information contained in this document, marked by
brackets, has been omitted and filed separately with the Securities Exchange
Commission pursuant to rule 24B-2 of the Securities Exchange Act of 1934, as
amended.
12.
made or other consideration given theretofore to the other party
under this Agreement, provided that SEC will have such rights,
under such license, after any such termination or expiration, as
are necessary for SEC to (a) supply replacement products for any
defective Embedded Product units sold by SEC on or prior to the
date of such termination or expiration, and (b) supply Embedded
Products under, and pursuant to the terms of, commitments of SEC
to third parties, for a period of one year thereafter, and (c)
dispose of inventory of Embedded Products under SEC's control as
of the date of such termination or expiration. In no event shall
SEC have the right to commit to supply Embedded Products to new
product design, 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 for them, and such proof of
existence is provided by SEC to SST no later than thirty (30) days
after termination of the Agreement. SEC 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. SEC shall
cause to be issued an irrevocable letter of credit issued by a
commercial bank equal to the amount of royalty based upon the
inventory. SEC will fulfill all royalty obligations for material
described in (a), (b) and (c). No failure or delay on the part of
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.
7.5 The provisions of [ * ] shall survive any termination or
expiration of this Agreement for any reason.
ARTICLE VIII
MISCELLANEOUS
8.0 SEC and SST shall schedule management review meetings twice a year
to assess 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: [ * ]
-------------------
*Certain confidential information contained in this document, marked by
brackets, has been omitted and filed separately with the Securities Exchange
Commission pursuant to rule 24B-2 of the Securities Exchange Act of 1934, as
amended.
13.
[ * ]; 6) other topics as required and proposed by either party
toward the continued achievement of the business objectives
represented by this Agreement.
8.1 SEC shall put a label or writing which reads "This product
incorporates SuperFlash-Registered Trademark- technology licensed
from Silicon Storage Technology, Inc. (SST)," for all Embedded
Products sold by SEC, having font, size and layout solely
determined by SEC but 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 Embedded Products.
8.2 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.
8.3 This Agreement shall be governed by and construed in accordance
with the laws of the state of California. In the event of any
dispute arising out of or in connection with this Agreement which
cannot be amicably settled by the parties hereto, the parties
agree to submit any such dispute to binding arbitration to be
conducted in California in accordance with the then prevailing
rules for the commercial arbitration of American Arbitration
Association, and the decision of the arbitration panel shall be
final and binding and may be entered as a judgment by a court of
competent jurisdiction. All information relating to or disclosed
by any party in connection with the arbitration shall be treated
by the parties and the arbitration panel as confidential
information and no disclosure of such information shall be made by
either party or the arbitration panel without the prior written
consent of the disclosing party. Each party shall equally bear
the cost of the arbitration.
8.4 No modification, alteration or amendment of this Agreement shall
be effective unless in writing and duly signed by both parties.
The terms and
-------------------
*Certain confidential information contained in this document, marked by
brackets, has been omitted and filed separately with the Securities Exchange
Commission pursuant to rule 24B-2 of the Securities Exchange Act of 1934, as
amended.
14.
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.
8.5 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.
8.6 Neither party can assign this Agreement without the prior written
consent of the other party.
8.7 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.
8.8 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 now 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.
8.9 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.
8.10 The parties understand and acknowledge the violation of the
respective covenants and agreements contained herein may cause the
other irreparable harm and damage, which may not be recovered by
law, and each agrees that the other's remedies for a breach hereof
may be in equity by way of injunctive relief, as well as for
damages and any other relief available
-------------------
*Certain confidential information contained in this document, marked by
brackets, has been omitted and filed separately with the Securities Exchange
Commission pursuant to rule 24B-2 of the Securities Exchange Act of 1934, as
amended.
15.
to the non-breaching party, whether in law or in equity.
8.11 SEC agrees to comply with all laws relating to export control with
regard to all goods and information transferred by SST to SEC
hereunder, including but not limited to the information
transferred pursuant to Exhibit "A" hereof, and agrees to hold SST
harmless and indemnify it from any breach thereof. SST agrees to
comply with all laws relating to export control with regard to all
goods and information transferred by SEC to SST hereunder,
including but not limited to the information relating to the SEC
Improvement, and agrees to hold SEC harmless and indemnify it from
any breach thereof.
8.12 Any notice between the parities shall be made, by fax or mail, to
the correspondent as follows:
to SEC:
[ * ]
Address: [ * ]
[ * ]
Telephone: [ * ]
Fax: [ * ]
to SST:
[ * ]
Address: [ * ]
Telephone: [ * ]
Fax: [ * ]
ARTICLE IX
PROPRIETARY INFORMATION
9.0 Except that SEC exercises its license 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 or SEC 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.
9.1 All Proprietary Information and any copies thereof
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*Certain confidential information contained in this document, marked by
brackets, has been omitted and filed separately with the Securities Exchange
Commission pursuant to rule 24B-2 of the Securities Exchange Act of 1934, as
amended.
16.
shall remain the property of the disclosing party. Upon
expiration or termination of this Agreement, the receiving party
shall return the original and all copies of tangible Proprietary
Information at the request of the disclosing party.
9.2 This Section shall survive the termination or expiration of this
Agreement for a period of five (5) years.
9.3 The terms and conditions of the Non-disclosure Agreement dated
July 10, 1997 between the parties shall remain effective. In the
event the terms and conditions conflicts with this Agreement, this
Agreement shall prevail.
IN WITNESS WHEREOF, the parties have caused this Letter of Intent to be executed
by respective duly authorized representatives as the date and year hereinabove
written above.
Signed:
SAMSUNG ELECTRONIC CO. LTD. SILICON STORAGE TECHNOLOGY, INC.
By: /s/ illegible By: /s/ Bing Yeh
------------------------------------ ----------------------------------
Title: General Manager of Asia Business Title: President and CEO
--------------------------------- -------------------------------
Date: March 19, 1998 Date: March 19, 1998
---------------------------------- --------------------------------
-------------------
*Certain confidential information contained in this document, marked by
brackets, has been omitted and filed separately with the Securities Exchange
Commission pursuant to rule 24B-2 of the Securities Exchange Act of 1934, as
amended.
17.
EXHIBIT "A"
[ * ]
-------------------
*Certain confidential information contained in this document, marked by
brackets, has been omitted and filed separately with the Securities Exchange
Commission pursuant to rule 24B-2 of the Securities Exchange Act of 1934, as
amended.
EXHIBIT "B"
A) At SEC's request and subject to agreement of the parties on a mutually
convenient date, SST will provide an initial technical consultation to SEC at
SEC's facility, to be attended by appropriate engineering teams for each
company, and designed to provide an overview of the SST Technology. [ * ].
B) [ * ];
a. [ * ]
b. [ * ]
c. [ * ]
d. [ * ]
e. [ * ]
f. [ * ]
g. [ * ]
h. [ * ]
i. [ * ]
j. [ * ]
k. [ * ]
l. [ * ]
(c) Beginning with the manufacturing release for the Embedded Product, SST
shall provide [*] at SST or SEC (to be agreed by working groups) free of charge.
Additional consultation, if required, shall be billed by SST to SEC on the basis
of [ * ].
Each party will bear the expenses of its travel to the other's facility incurred
in the course of such additional technical supporting and training.
-------------------
*Certain confidential information contained in this document, marked by
brackets, has been omitted and filed separately with the Securities Exchange
Commission pursuant to rule 24B-2 of the Securities Exchange Act of 1934, as
amended.
EXHIBIT "C"
List of SEC Subsidiaries:
1. None Listed
2.
3.
4.
5.
List of SST Subsidiaries
1. None Listed
2.
3.
4.
5.
-------------------
*Certain confidential information contained in this document, marked by
brackets, has been omitted and filed separately with the Securities Exchange
Commission pursuant to rule 24B-2 of the Securities Exchange Act of 1934, as
amended.
