AMENDMENT NO. 5 TO
SEMICONDUCTOR TECHNOLOGY AGREEMENT
This Amendment No. 5 (the "Amendment") to the parties' Semiconductor
Technology Agreement is entered into by and between Rambus Inc., a Delaware
corporation with principal offices at 0000 Xxxxxx Xxxxxx, Xxxxxxxx Xxxx,
Xxxxxxxxxx 00000, X.X.X. ("Rambus") and LG Semicon Co., Ltd. (formerly known as
GoldStar Electron Co., Ltd.), a Korean corporation with principal offices at 0,
Xxxxxxxxxx-xxxx, Xxxxxxx-xx, Xxxxxxxx-xx, Xxxxxxxxxxxxxx-xx, 361-480 Korea
("LGS").
RECITALS
A. In 1994 the parties entered into a Semiconductor Technology
Agreement (as previously restated and amended, the "License Agreement");
B. In 1996 the parties amended the License Agreement to include certain
additional "Rambus-2" interface technology. The parties now desire to further
amend the License Agreement to include the development by Rambus, and
implementation by LGS, of a Rambus ASIC cell for the Rambus-2 Interface
Technology (the "RAC") as defined hereinbelow, on the terms and conditions set
forth herein; and
C. The parties also desire to provide for characterization by Rambus of
the RAC.
NOW, THEREFORE, the parties agree that the License Agreement is further
amended to include the following:
1. Definitions and Related Matters.
Capitalized terms used in this Amendment shall have the meaning
specified therefor in the License Agreement, and, in addition, the following
terms shall have the meaning set forth below:
1.1 "LGS Process Technology" means the 0.25 micron process technology
adopted by LGS.
1.2 "RAC" means the Rambus-2 ASIC cell as modified for the LGS Process
Technology by Rambus in accordance with this Amendment.
1.3 "RAC Deliverables" means the items specified in Exhibit A hereto.
1.4 "gTRAC" means a prototype Rambus test ASIC device designed and
manufactured by or for LGS and incorporating the RAC.
1.5 "Rambus-2 Interface Technology," as defined in Amendment No. 3 of
the License Agreement, shall also include the RAC Deliverables developed
hereunder.
2. Development of the RAC.
2.1 Rambus shall use its reasonable best efforts to deliver to LGS the
RAC Deliverables specified in Exhibit A by April 15, 1998, subject to the
signing of this Amendment by August 18, 1997 and LGS' timely completion of its
obligations pursuant to the provisions of Section 2.3 below.
2.2 LGS shall assign an English-speaking engineer or an engineer with
experience in communicating in English as liaison to Rambus on this project and
shall cooperate with Rambus to complete the development contemplated by this
Amendment including, without limitation, performance of the obligations
specified in Section 4 below and Exhibits C and D.
2.3 LGS will use its reasonable best efforts to deliver to Rambus
preliminary versions of the items set forth in Exhibit C by the Effective Date
(as defined below) and final versions of all Exhibit C items by October 30,
1997. LGS acknowledges that providing the process deliverables set forth in
Exhibit C is a critical part of developing the RAC by Rambus and that any delay
in delivery to Rambus of the items set forth in Exhibit C after October 30, 1997
will impact Rambus' ability to meet the target date for delivery of the RAC
Deliverables provided in Section 2.1 above.
2.4 Based on the delivery schedule for the RAC Deliverables in Section
2.1 above, LGS will use its reasonable best efforts to complete the fabrication
of the gTRAC by May 30, 1998.
2.5 At LGS's request, Rambus will provide LGS at no charge up to thirty
(30) person days of consulting in the San Francisco Bay Area with respect to
LGS's implementation of the RAC Deliverables pursuant to this Amendment.
Reasonable additional such assistance, including any consulting performed at
LGS's request in Korea, will be available for one thousand five hundred U.S.
dollars (U.S. $1,500) per person day. It is understood that occasional project
and design reviews held in the USA shall be provided free of charge by Rambus.
3. Characterization.
3.1 Rambus shall, in accordance with the terms and conditions contained
hereinafter, characterize the functionality of the RAC and the behavior of the
Rambus channel of the RAC on the gTRAC using a customized load board on its
HP83000/F660 tester. Characterization shall be performed at room temperature and
at hot and cold using three (3) devices from one lot which have been fabricated
using typical process parameters. In addition, if SS and FF devices are
available from LGS, this characterization shall also be performed at room
temperature using three (3) devices from each such lot.
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3.2 Rambus shall use its reasonable best efforts to deliver to LGS by
September 30, 1998 a characterization report of the functionality of the RAC and
the behavior of the Rambus channel of the RAC on the gTRAC and its data. Such
characterization report will include the specific results in each test in each
skew wafer to tell the performances and design margins of the RAC with respect
to the Rambus-2 (Direct) RAC Specification (the then current applicable
specification revision as agreed upon by the parties). In addition, such report
will include an evaluation of design and/or process problems, if any, found in
the RAC along with proposed remedies for such problems. Rambus' ability to meet
the September 30, 1998 date is subject to the execution of this Agreement by
August 18, 1997 and LGS' timely completion of its obligations pursuant to the
provisions of Section 4 below.
3.3 THE TECHNICAL INFORMATION, SERVICES, AND ANY CONFIDENTIAL
INFORMATION PROVIDED BY RAMBUS TO LGS ARE PROVIDED "AS IS" WITHOUT WARRANTY OF
ANY KIND, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED
TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE.
4. LGS's Assistance and Acceptance.
4.1 LGS will design an ASIC that includes the RAC and incorporates the
netlists of the gTRAC.
4.2 LGS will generate masks and manufacture engineering samples of the
gTRAC with the RAC.
4.3 LGS will use its reasonable best efforts to complete the
fabrication and assembly of the gTRAC by May 30, 1998. LGS will provide at least
ten (10) package engineering samples of the gTRAC with the RAC to Rambus for
each process condition to be characterized (typical, SS and FF).
4.4 Within thirty-five (35) days after receipt of the characterization
report from Rambus in accordance with Section 3.2 above, LGS shall examine such
report in order to determine if it satisfies all the requirements of Sections
3.1 and 3.2 above. Prior to the expiration of this thirty-five (35) day period,
LGS shall provide Rambus with a written acceptance of the characterization
report or a written statement reporting LGS's dissatisfaction with such report.
If Rambus receives no such writing, the characterization report shall be deemed
accepted. In the event LGS delivers a statement of dissatisfaction to Rambus,
Rambus shall promptly correct the unsatisfactory aspect(s) of such report and
redeliver a corrected characterization report to LGS. Within thirty-five (35)
days after such redelivery, LGS shall provide Rambus with written acceptance or
with a statement of dissatisfaction. The above procedure shall be repeated until
LGS provides Rambus with a written acceptance of the characterization report.
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5. Engineering Services Fees.
5.1 In consideration for Rambus' engineering services in the
development of the RAC hereunder, LGS will pay to Rambus an engineering services
fee of five hundred thousand dollars (U.S. $500,000), as follows:
(a) two hundred fifty thousand dollars (U.S. $250,000) within
thirty (30) days of the Effective Date or within fifteen (15) days of Korean
government approval, whichever comes earlier;
(b) two hundred fifty thousand dollars (U.S. $250,000) within
thirty (30) days of the tapeout of the database.
5.2 In consideration for Rambus' engineering services in performing the
characterization of the RAC, LGS shall pay to Rambus an engineering services fee
of one hundred fifty thousand U.S. dollars (U.S. $150,000), payable as follows:
(a) seventy-five thousand dollars (U.S. $75,000) within thirty
(30) days of the date LGS delivers working silicon to Rambus; and
(b) seventy-five thousand dollars (U.S. $75,000) within thirty
(30) days of acceptance by LGS of the characterization report as provided in
Section 4.4 above, as applied to the RAC.
5.3 All payments by LGS to Rambus under the provisions of Sections 5.1
and 5.2 above will be nonrefundable and shall not be recoupable against any
royalty or other payment obligations of LGS under the License Agreement. The
parties understand that the engineering services fees to be paid to Rambus
represent partial reimbursement of the total cost incurred by Rambus for
engineering services to be performed hereunder.
5.4 If any of Rambus' obligations hereunder, including without
limitation any consultation or evaluation services Rambus may provide to LGS,
are performed in Korea by mutual agreement of Rambus and LGS, then LGS shall
reimburse all travel and related living expenses incurred by Rambus with respect
thereto within thirty (30) days after receipt of Rambus' invoice therefor.
5.5 All payments by LGS to Rambus under this Section 5 shall be made by
telegraphic wire transfer to Rambus' bank account designated by Rambus in
writing in advance.
6. Ownership.
6.1 Subject to the licenses granted to LGS pursuant to the License
Agreement and this Amendment, Rambus shall own and retain all right, title, and
interest in the generic RAC designed by Rambus hereunder, and all intellectual
property rights with respect thereto, including
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without limitation the unsized transistor netlist implementations. Without
limiting the foregoing, nothing in this Amendment shall prevent or restrict
Rambus from developing similar implementation packages and RACs for or with
third parties, including use by Rambus of information developed or learned by
Rambus in connection with the development of the specific RAC hereunder, except
for Confidential Information of LGS provided to Rambus.
6.2 LGS shall own all right, title and interest in such portions of the
RAC as are modified or developed by Rambus for LGS hereunder and shall retain
all right, title and interest in LGS's technology which may be used or contained
in the RAC including, but not limited to, LGS Process Technology.
6.3 THE TECHNICAL INFORMATION, SERVICES, AND ANY CONFIDENTIAL
INFORMATION PROVIDED BY RAMBUS TO LGS ARE PROVIDED "AS IS" WITHOUT WARRANTY OF
ANY KIND, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED
TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE.
7. Term and Termination.
7.1 This Amendment shall become effective on the date of signature by
the second party to sign below or the date of approval of this Amendment by the
Korean Government as required, whichever comes later ("Effective Date"), and
shall terminate upon any termination of the License Agreement. Termination of
this Amendment, however, for default hereof, shall be severable from termination
of the License Agreement and each prior amendment thereto. That is, this
Amendment shall be terminable for default, in accordance with the procedures
specified in Section 8.2(a) of the License Agreement, by either party with
respect to a default of either party's obligations hereunder, or with respect to
obligations pursuant to the License Agreement as applied to the RAC or the
development thereof. Any such termination of this Amendment, however, shall not
result in termination of the License Agreement or any prior amendment thereto.
7.2 Upon termination of this Amendment by Rambus pursuant to Section
7.1 above, LGS's rights and licenses with respect to the RAC shall terminate.
Otherwise, such rights and licenses of LGS shall survive, conditioned on LGS's
continuing compliance with its obligations under the License Agreement and this
Amendment. The parties' rights and obligations pursuant to Section 6 shall
survive any termination or expiration of this Amendment.
8. Government Approvals.
LGS shall be responsible for any required filings of this Amendment
with Korean government agencies.
9. License Agreement.
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Except as expressly provided in this Amendment, the License Agreement,
as previously amended, shall remain unmodified and in full force and effect. In
the event of any inconsistency or conflict, the provisions of this Amendment
shall control and govern over the provisions of the License Agreement.
LG SEMICON CO., LTD. RAMBUS INC.
By:_____________________________ By:__________________________________
Print Name:______________________ Print Name:__________________________
Title:____________________________ Title:_______________________________
Date:_______________________________ Date:________________________________
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EXHIBIT A
RAC DELIVERABLES
1. Layout database of the RAC cell in Cadence Edge format or GDSII format.
The layout is based on a floorplan template.
a. Rambus will ensure that the layout database is DRC clean
according to the DRC layout rules provided by LGS. Rambus will
use the Cadence Edge PDV tools.
x. Xxxxxx will ensure that the database is LVS clean with the
layout database corresponding to the Cadence schematics.
c. Critical circuits will pass simulations to reasonable skew
process corners with voltages 2.5V +/- 10% and junction
temperatures 25(degree) C to 110(degree) C.
2. Schematics of database in Cadence Edge format and printed on paper.
3. Characterization requirements:
a. Test vectors in HP83000 format for the gTRAC for RAC
characterization purposes.
b. Characterization requirements document.
c. Description of cable, load board and probe station
requirements for the HP83000 and gTRAC.
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EXHIBIT B
CHARACTERIZATION
1. WORK.
a. Rambus shall characterize the RAC on the gTRAC using a customized
load board on its HP83000 tester.
b. The characterization shall be performed using three (3) devices for
one lot which have been fabricated using typical process
parameters.
2. DELIVERABLES.
a. Netlists and test patterns for the gTRAC which provides a device to
characterize the PLL and the AC and DC parameters of the RAC.
b. A characterization report of the RAC on the gTRAC and its data.
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EXHIBIT C
LGS PROCESS DELIVERABLES
1. HSpice models of transistors, resistors, diodes, and bipolar
transistors in paper and electronic formats. I.V. curve data simulated
from the models and from actual device measurements. The models should
be of high enough quality to enable high speed analog and digital
designs. (Level 28 is commonly used).
2. Cross section profile of transistors and interconnect structures
including materials, thicknesses and spacings.
3. Layout design rules and final on-wafer dimensions of all layers.
4. Other process data, e.g. resistivities, temperature coefficients,
electromigration rules, ESD and latch up rules, etc. and their
variations.
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EXHIBIT D
LGS'S SUPPORT ON CHARACTERIZATION
1. LGS will design an ASIC that includes the RAC and incorporates the
netlists of the gTRAC.
2. LGS will generate masks and manufacture engineering samples of the
gTRAC with the RAC.
3. LGS will provide package engineering samples of the gTRAC with the RAC
to Rambus.
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