AMENDMENT TO AGREEMENT
THIS AMENDMENT (the "Amendment") is entered into as of this 30th day of August
1996, by and between Ramtron International Corporation ("Ramtron"), a Delaware
corporation having its principal office at 0000 Xxxxxxx Xxxxx, Xxxxxxxx
Xxxxxxx, Xxxxxxxx 00000, XXX, and Fujitsu Limited ("Fujitsu"), a Japanese
corporation having its registered office at 1015 Kamikodanaka Nakahara-ku,
Kawaski-shi, Xxxxxxxxxxx 000, Xxxxx.
RECITALS
A. Ramtron and Fujitsu entered into that certain FRAM Technology License
Agreement executed by Ramtron on December 6, 1995 and by Fujitsu on December
19, 1995 (the "Agreement") pursuant to which Ramtron licensed to Fujitsu
certain of its proprietary ferroelectric technology for the design,
development, manufacture and sale of products based upon such ferroelectric
technology.
B. Ramtron and Fujitsu entered into a non-binding Memorandum of Understanding
dated December 19, 1995 (the "MOU"), wherein Ramtron and Fujitsu expressed
their mutual interest of cooperation concerning amending the Agreement to
provide Fujitsu the license to design, manufacture and sell products
containing embedded ferroelectric memory.
C. Ramtron and Fujitsu established the scope of work required to attain the
objectives of the MOU. This scope of work is set forth in Exhibit A-1, which
is attached hereto.
NOW, THEREFORE, Ramtron and Fujitsu agree as follows:
1. Definitions. Defined terms used herein shall have the meanings ascribed
to such terms in the Agreement, unless otherwise provided herein. In
addition, the following terms shall be defined as follows:
"Embedded FRAM Products" means standard nonvolatile ferroelectric
semiconductor memory monolithically combined with other control logic
or electronic functionality.
2. Section 1.6 (Definition of FRAM Product) is hereby amended to include the
following sentence:
FRAM Products include devices with only memory array and associated
memory array control logic.
3. Section 4.1.1 (Grant of License) of the Agreement is hereby amended to
include the following:
Subject to the terms and conditions set forth herein, Ramtron hereby
grants to Fujitsu a royalty-bearing, non-exclusive, non-transferable,
worldwide, perpetual license to use the Ramtron Technology, Ramtron
Intellectual Property Rights and/or Ramtron's Improvements to design,
develop, manufacture, make, sale, use, lease and transfer and other
disposition of Embedded FRAM Products. It is expressly agreed, however,
that Fujitsu is not granted a right to design, manufacture and/or sell
Embedded FRAM Products in any applications involving radio frequency
identification devices.
4. Section 5.1.1 (Lump Sum Payment) is hereby amended to include the
following:
(d) **
(e) **
(f) **
5. Section 5.2 (Royalty Payments) shall be amended to include the following:
5.2.4 Fujitsu shall pay Ramtron a royalty on all Embedded FRAM Products
based upon and/or which use the FRAM Technology, Ramtron's IPR, and
Ramtron Improvements made thereto and sold by Fujitsu **
upon the first sale by Fujitsu of Embedded FRAM Products in an (i) amount
equal to ** . Any
dispute regarding the application of the royalty formula above or the
classification of product according to FRAM Products or Embedded FRAM
Products shall be resolved by the parties on a product by product basis
by the parties in good faith.
6. Section 6.1 (OEM/Foundry Agreement) of the Agreement shall be amended to
include the following:
Ramtron shall have the capacity rights to all Embedded FRAM Products
based upon a Fujitsu design, joint design or Ramtron design. The parties
shall start to negotiate a definitive OEM/Foundry Agreement, which shall
be completed concurrent with Fujitsu's election rights as set forth in
Article III or prior to the availability of engineering samples of
Embedded FRAM Products, whichever comes first. The OEM/Foundry Agreement
shall contain the material terms and conditions set forth in this Section
6.1 and Section 6.2 below. Ramtron shall have the right to purchase
Embedded FRAM Products from Fujitsu in an amount equal to **
Fujitsu's monthly Embedded FRAM Products manufacturing capacity or **
wafers per month of Embedded FRAM Products, ** ,
once Fujitsu first achieves manufacturing output of at least **
wafers per month. However, Fujitsu shall have the option to reject
Ramtron's capacity rights for particular custom products (i.e., Fujitsu
design), provided that Fujitsu is required to manufacture no more than **
Ramtron designs to the extent the total quantities of Embedded
FRAM Products based upon Ramtron's design, Fujitsu's design or a joint
design do not exceed in any event Ramtron's total capacity rights
hereunder. Ramtron's capacity rights for such Embedded FRAM Products
shall ** .
Ramtron shall provide Fujitsu with a one (1) year advance, rolling
purchase forecast and a six (6) month advance, rolling purchase
commitment. Royalty payment shall not apply to the Embedded FRAM
Products sold by Fujitsu to Ramtron.
7. Section 6.2 (Sales Price to Ramtron) shall be amended to include the
following:
In addition, packaged Embedded FRAM Products shall be sold to Ramtron at
** .
** . The parties will periodically
review pricing of FRAM Products and Embedded FRAM Products, recognizing
the requirement of Ramtron and Fujitsu each to derive reasonable profit
margins from the sale of their products. However, if Fujitsu reasonably
requests to change the price of FRAM Products and Embedded FRAM Products
for the purpose of avoiding "dumping" under the anti-dumping laws, both
parties shall discuss such price change in good faith.
8. Sections 10.7, 10.8 and 10.9 replace all occurrences of "FRAM Products"
with "FRAM Products and/or Embedded FRAM Products."
9. MOU. Ramtron and Fujitsu signed an MOU dated December 19, 1995. The
parties agrees that this Amendment renders the MOU null and void.
10. No Other Changes. Except as expressly stated above, this Amendment does
not otherwise amend the Agreement, and the Agreement shall remain in full
force and effect, as amended hereby.
EXECUTED as of the day and year first above written.
RAMTRON INTERNATIONAL CORPORATION FUJITSU LIMITED
BY: /S/ Xxxx X. Xxxxx BY: /S/ Ryusuke Hoshikawa
NAME: Xxxx X. Xxxxx NAME: Ryusuke Hoshikawa
TITLE: President and COO TITLE: Member of the Board
and Group President
Logic LSI Group
EXHIBIT A-1 TO AMENDMENT TO AGREEMENT
**
**Confidential treatment requested under Rule 24-b with respect to
this material.
