EXHIBIT 10.2.13
SUPPLEMENT NO. 13 TO
SEMICONDUCTOR TECHNOLOGY
LICENSE AGREEMENT
This Supplement No. 13 (the "Amendment") to the parties' Semiconductor
Technology License Agreement is entered into as of the date last entered below
by and between Rambus Inc., a Delaware corporation with principal offices at
0000 Xxxxxx Xxxxxx, Xxxxxxxx Xxxx, Xxxxxxxxxx 00000, X.X.X. ("Rambus") and NEC
Corporation, a Japanese corporation with principal offices at 0-0, Xxxxx 0-
xxxxx, Xxxxxx-xx, Xxxxx 000-0000, Xxxxx ("NEC").
WHEREAS, in 1991 the parties entered into a Semiconductor Technology
License Agreement (as previously amended, the "License Agreement"); and
WHEREAS, the parties desire to further amend the License Agreement to,
among other things, provide for validation of NEC's Rambus-2 DRAMs, and memory
modules incorporating NEC Rambus-2 DRAMs, and to permit NEC to sell memory
modules bearing the Xxxxxx xxxx, on the terms and conditions set forth herein;
NOW, THEREFORE, the parties agree that the License Agreement is further
amended to include the following:
1. Capitalized terms used in this Amendment but not defined herein shall
have the meaning specified therefor in the License Agreement. In addition, the
following terms shall have the following meanings:
a. Memory Module. "Memory Module" means each Rambus Module or Rambus
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Board which i) contains one or more Rambus-2 DRAMs, and only Rambus-2 DRAMs, ii)
the principal function of which is memory storage, iii) is fully compliant with
a Direct Rambus Memory Module Specification in protocol, pin function, pin
sequencing, pin pitch, physical dimensions and electrical specifications. It is
expected there will be more than one different Direct Rambus Memory Module
Specifications, the first of which is the RIMM specification.
b. Direct Rambus Memory Module Specification. "Direct Rambus Memory
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Module Specification" means, at any time, the then most current version of a
Rambus specification for Memory Modules, as such specification is finalized and
released by Rambus.
x. Xxxxxx Validation Suite. "Rambus Validation Suite" means the then
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most current version of the Rambus validation suite provided by Rambus for
either Rambus-2 DRAM or Memory Modules. Rambus Validation Suite consists of
validation specification, procedures, required test environment and any
associated software programs.
d. Validation. "Validation" means a procedure to verify compliance of
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either the Rambus-2 DRAM or Memory Modules to the applicable Rambus Validation
Suite.
e. Validated. "Validated", as applied to a Rambus-2 DRAM or Memory
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Module, means that the Rambus-2 DRAM or Memory Module is fully compliant with
Rambus Validation
Suite.
2. It is understood and agreed that the Direct Rambus Memory Module
Specification, and Rambus technology pertaining to Memory Modules, shall be part
of the Rambus Technology.
3. Rambus shall provide a Rambus Validation Suite for Rambus-2 DRAMs and a
Rambus Validation Suite for Memory Modules to NEC. NEC may check compliance of
the Rambus-2 DRAM and Memory Module with the Rambus Validation Suite provided by
Rambus. NEC may use this Rambus Validation Suite to evaluate sample quantity of
Rambus-2 DRAMs and Memory Modules to determine if these Rambus-2 DRAMs and
Memory Modules can be represented as Validated. NEC may perform its own
Validation of NEC's Rambus-2 DRAMs or Memory Modules, or Validation may be
contracted to any third party test company ("Test Company") designated in
writing by Rambus as authorized to provide such Validation. In the event NEC or
Test Company check compliance of Rambus-2 DRAM and/or Memory Module under this
Agreement, NEC shall promptly provide to Rambus a written report of the results
of the Validation testing, including data required by the Rambus Validation
Suite. Rambus shall notify NEC of the result of the evaluation of the Rambus-2
DRAM and/or Memory Module based upon such written report under this Agreement
within seven (7) days after receipt by Rambus of such written report from NEC.
If NEC does not receive any such notification within above-mentioned seven-day
period and if the test results in such written report reflect that the Rambus-2
DRAMs and/or Memory Modules (as applicable) passed the Rambus Validation Suite,
NEC may deem such Rambus-2 DRAM and/or Memory Module as currently Validated. NEC
agrees that it will not represent any Rambus-2 DRAM or Memory Module as
Validated unless such Rambus-2 DRAM or Memory Module is currently Validated.
This Supplement shall not be construed as imposing NEC to check compliance of
the Rambus-2 DRAM and Memory Module with the Rambus Validation Suite. Once NEC
elects to check compliance of the Rambus-2 DRAM or Memory Module with any of
Rambus Validation Suite under this Agreement, each change to any previously
Validated Rambus-2 DRAM or Memory Module which requires NEC internal
requalification or re-characterization shall void any Validation thereof and
shall require re-Validation of such Rambus-2 DRAM or Memory Module. In such
event NEC shall promptly notify Rambus in writing of each such change.
4. At Rambus' or at NEC's request from time to time (but not more
frequently than once for each design), NEC will deliver to Rambus up to fifteen
(15) randomly chosen samples, for each design, of NEC's Validated Rambus-2 DRAMs
and up to ten (10) randomly chosen samples, for each design, of NEC's Validated
Memory Modules. Rambus shall notify NEC of the result of the evaluation of the
Rambus-2 DRAM and/or Memory Module based upon such delivered samples within
fifteen (15) days after receipt by Rambus of such samples from NEC. If NEC does
not receive any such notification within above-mentioned fifteen-day period, NEC
may deem such Rambus-2 DRAM and/or Memory Module as currently Validated. If an
evaluation reveals that any such Rambus-2 DRAMs or Memory Modules do not pass
Validation, then NEC shall not represent such Rambus-2 DRAMs or Memory Modules
as Validated until they are Validated.
5. NEC shall have a right to xxxx each Memory Module as specified in the
Direct Rambus Memory Module Specification, as amended by Rambus from time to
time. In the event the Memory Module fails Validation testing under this
Agreement, then Rambus may elect to prohibit NEC from using such marking with
respect to such Memory Module. In such case, Rambus will
notify NEC in writing and NEC shall have a reasonable time, but no longer than
ninety (90) days, to correct such failures of such Memory Modules to comply with
Validation or stop using such marking with respect to such Memory Modules.
6. Regardless of Validation, NEC shall not advertise, represent, state, or
imply (other than use of the Rambus logo in accordance with the License
Agreement) that Rambus has certified or guaranteed that NEC's Rambus-2 DRAMs are
Compatible or that NEC's Memory Modules will be compatible with or otherwise
operate properly in boards, systems, or other products which use Rambus
Interface Technology.
7. Except as set forth herein, the License Agreement shall remain
unmodified and in full force and effect in accordance with its terms.
RAMBUS INC. NEC CORPORATION
By: /s/ Xxxxx Xxxxxxx By: /s/ Xxxxxxxx Xxxxxx
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Print Name: Xxxxx Xxxxxxx Print Name: Xxxxxxxx Xxxxxx
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Title: Vice President Title: Chief Manager 1st LSI Mem. Div. NEC
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Date: January 25/th/, 1999 Date: Feburary 16/th/, 1999
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