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$47	Preview Full Doc	2003	Development Agreement Development Agreement (121K) Doc #119711: Click preview link for longer preview. "S" PROCESS DEVELOPMENT AGREEMENT between INTERNATIONAL BUSINESS MACHINES CORP. and ADVANCED MICRO DEVICES, INC. This Agreement is made effective as of the 28th day of December, 2002 (hereinafter referred to as the "Effective Date") by and between International Business Machines Corporation ("IBM"), incorporated under the laws of the State of New York, U.S.A. and having an office for the transaction of business at 2070 Route 52, Hopewell Junction, NY 12533, U.S.A, and Advanced Micro Devices having an office for the transaction of business at One AMD Place, P.O. Box 3453, Sunnyvale, CA 94088-3453 "(AMD)". IBM, and AMD may be individually referred to herein as a "Party," or collectively as the "Parties." WHEREAS, IBM has been developing leading edge semiconductor manufacturing processes with Sony and Toshiba, and the Parties hereto desire to participate in parallel development efforts; WHEREAS, the Parties possess complementary skills and know-how, which the Parties wish to contribute toward such process development; WHEREAS, each Party agrees to provide certain personnel and grant the other Parties certain technology licenses in support of such process development; WHEREAS, through the use of such complementary skills and know-how the Parties desire to achieve resource efficiencies and cost savings, and reduce the technical risk associated with the development of high end semiconductor processes in order to complete development of and put into production, leading edge high end semiconductor manufacturing processes sooner than would be possible with any of the Parties acting independently; NOW THEREFORE, in consideration of the premises and mutual covenants contained herein, as well as for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows. SECTION 1-DEFINITIONS Unless expressly defined and used with an initial capital letter in this Agreement, words shall have their normally accepted meanings. The headings contained in this Agreement or in any exhibit, attachment or appendix hereto are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. The word "shall" is mandatory, the word "may" is permissive, the word "or" is not exclusive, the words "includes" and "including" are not limiting, and the singular includes the plural. The following terms shall have the described meanings: "Advanced Semiconductor Technology Center" or "ASTC" means the IBM 200mm or 300mm wafer process development facility used for conducting the Process Development Projects. "Agreement" means the terms and conditions of this "S" Process Development Agreement together with any exhibits, attachments and appendices hereto. 119711	AMD Advanced Micro Devices, Inc. ( Semiconductors ) As referenced in this Development Agreement: ADVANCED MICRO DEVICES, INC. – the Commission's rules and regulations promulgated under the Freedom of Information Act, pursuant to a request for confidential treatment. * "S" PROCESS DEVELOPMENT AGREEMENT between INTERNATIONAL BUSINESS MACHINES CORP. and ADVANCED MICRO DEVICES, INC. This Agreement is made effective as of the 28th day of December, 2002 (hereinafter referred to as the "Effective Date") by and between International Business Machines Corporation ("IBM"), incorporated _____________ Advanced Micro Devices, Inc. – the same legal effect as original signatures. IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date. Advanced Micro Devices, Inc.** International Business Machines Corporation By: /s/ HARRY A. WOLIN By: /s/ HARRY C. CALHOUN Name: Harry A. Wolin Name: Harry C. Calhoun Title: Vice President, Intellectual Property Title: Vice _____________ dt 1469413 ; AMD Advanced Micro Devices, Inc. ( Semiconductors ) As referenced in this Development Agreement: ADVANCED MICRO DEVICES, INC. – the Commission's rules and regulations promulgated under the Freedom of Information Act, pursuant to a request for confidential treatment. * "S" PROCESS DEVELOPMENT AGREEMENT between INTERNATIONAL BUSINESS MACHINES CORP. and ADVANCED MICRO DEVICES, INC. This Agreement is made effective as of the 28th day of December, 2002 (hereinafter referred to as the "Effective Date") by and between International Business Machines Corporation ("IBM"), incorporated _____________ Advanced Micro Devices, Inc. – the same legal effect as original signatures. IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date. Advanced Micro Devices, Inc.** International Business Machines Corporation By: /s/ HARRY A. WOLIN By: /s/ HARRY C. CALHOUN Name: Harry A. Wolin Name: Harry C. Calhoun Title: Vice President, Intellectual Property Title: Vice _____________ dt 1465668 ;	International Business Machines Corp.
$34	Preview Full Doc	2002	Master Development, Purchasing and License Agreement Master Development, Purchasing and License Agreement (11K) Doc #125583: Click preview link for longer preview. MASTER DEVELOPMENT, PURCHASING AND LICENSE AGREEMENT BETWEEN INTEL CORPORATION AND MARVELL SEMICONDUCTOR, INC. AMENDMENT NUMBER 3 This Amendment Number 3 (this "Amendment Number 3") amends that certain Master Development, Purchasing and License Agreement dated May 19, 2000 (the "Effective Date"), as amended, by and between Intel Corporation ("Intel") and Marvell Semiconductor, Inc. ("Marvell")(the "Agreement") and is dated and is effective as of October 10, 2002 (the "Third Amendment Effective Date"). Intel and Marvell are each are "party" hereunder and, collectively, are the "parties" hereunder. RECITALS WHEREAS, the parties entered into the Agreement on the Effective Date; WHEREAS, the parties first amended the Agreement on October 18, 2000 (the "Amendment Effective Date"); WHEREAS, the parties additionally amended the Agreement on July 17, 2001 (the "Second Amendment Effective Date"); WHEREAS, the parties seek to enter into this Amendment Number 3 to, inter alia, [] and certain other provisions arising under the Agreement, as amended to date, and to provide for the [] set forth herein; WHEREAS, the parties seek to enter into this Amendment Number 3 in order to begin the development activities provided for in the Project Statement to be attached hereto as Attachment number 7 to Exhibit C; and, WHEREAS, the parties wish to restate, adopt, republish and otherwise agree to each and every other term of the Agreement, as amended to date, and each exhibit thereto with the additional amendments set forth herein; NOW, THEREFORE, in consideration of the foregoing premises and mutual covenants set forth herein and in the Agreement, as amended to date, and for other good and valuable consideration, the receipt and sufficiency of which the parties hereby acknowledge, the parties hereby agree as follows: 1. Except as set forth herein, each and every term and condition set forth in the Agreement, as amended to date, and each Exhibit thereto shall remain in full force and effect. 2. Except as set for herein, all capitalized or defined terms herein shall have meaning given such terms in the Agreement, as amended to date. 125583	Intel Intel Corp. ( Semiconductors ) As referenced in this Master Development, Purchasing and License Agreement: INTEL CORP – at each place in this Exhibit 10.17 where the omitted information appeared in the original. MASTER DEVELOPMENT, PURCHASING AND LICENSE AGREEMENT BETWEEN INTEL CORP ORATION AND MARVELL SEMICONDUCTOR, INC. AMENDMENT NUMBER 3 This Amendment Number 3 (this "Amendment Number 3") amends that certain Master Development, Purchasing and _____________ Intel Corp – Number 3") amends that certain Master Development, Purchasing and License Agreement dated May 19, 2000 (the "Effective Date"), as amended, by and between Intel Corp oration ("Intel") and Marvell Semiconductor, Inc. ("Marvell")(the "Agreement") and is dated and is effective as of October 10, 2002 (the "Third Amendment _____________ INTEL CORP – implied. IN WITNESS WHEREOF, the parties, by and through their respective representatives, hereby execute this Amendment Number 3. "MARVELL" "INTEL" MARVELL SEMICONDUCTOR, INC. INTEL CORP ORATION By: ____________________________ By:______________________________ Name: DR. SEHAT SUTARDJA Name: TIM DUNN Title: PRESIDENT AND CEO Title: GM, LAN ACCESS DIVISION 4 {/TEXT} {/ _____________ dt 149156 ;	Marvell Technology Group Ltd.
$66	Preview Full Doc	2003	Development Agreement Development Agreement (128K) Doc #147201: Click preview link for longer preview. ---------- DEVELOPMENT AGREEMENT BY AND AMONG SONY COMPUTER ENTERTAINMENT, INC. AND TOSHIBA CORPORATION AND RAMBUS INC. ---------- {PAGE} Development Agreement January 6, 2003 TABLE OF CONTENTS PAGE ---- SECTION 1. DEFINITIONS.........................................................2 1.1 Rambus Interface Technology.........................................2 1.2 Redwood Rambus Interface Technology.................................2 1.3 Rambus Interface Specification......................................2 1.4 Redwood Rambus Interface Specification..............................2 1.5 Compatible..........................................................2 1.6 Yellowstone Rambus Interface Technology.............................2 1.7 Yellowstone Rambus Interface Specification..........................3 1.8 Yellowstone Rambus DRAM.............................................3 1.9 Other Agreements....................................................3 1.10 [] Product.........................................................3 1.11 Broadband Engine....................................................3 1.12 Confidential Information............................................3 1.13 Redwood RAC.........................................................3 1.14 Yellowstone RAC.....................................................3 1.15 RAC Test Chip.......................................................3 1.16 Control.............................................................3 1.17 Subsidiary..........................................................4 1.18 Affiliate...........................................................4 1.19 Effective Date......................................................4 SECTION 2. TECHNOLOGY IMPLEMENTATION AND PROMOTION.............................4 2.1 Technology Implementation Deliverables..............................4 2.2 RACs................................................................4 2.3 Yellowstone RMC.....................................................5 2.4 Connector Designs...................................................5 2.5 Package Designs.....................................................6 2.6 [] Test Chip.......................................................6 2.7 Consultation Obligations of Rambus..................................6 -i- CONFIDENTIAL {PAGE} TABLE OF CONTENTS (CONTINUED) PAGE ---- 2.8 Use of Yellowstone Technology and Redwood Technology in Broadband Engine....................................................6 2.9 Liaison.............................................................7 2.10 Use Restrictions....................................................7 2.11 Disclaimer..........................................................7 2.12 Certain Termination.................................................8 2.13 Escrow..............................................................8 SECTION 3. DEVELOPMENT FEES....................................................9 3.1 Development Fees....................................................9 3.2 Withholding Taxes..................................................13 SECTION 4. CONFIDENTIAL INFORMATION...........................................14 4.1 Confidential Information...........................................14 4.2 Confidentiality....................................................15 4.3 Exceptions.........................................................16 4.4 Residuals..........................................................17 4.5 Additional Responsibilities........................................17 4.6 Subsidiaries.......................................................17 SECTION 5. INTELLECTUAL PROPERTY OWNERSHIP AND INDEMNIFICATION................18 5.1 Ownership..........................................................18 5.2 Rambus Indemnification Disclaimer..................................18 5.3 Toshiba Indemnification Disclaimer.................................19 5.4 SCE Indemnification Disclaimer.....................................19 SECTION 6. LIMITATION OF LIABILITY............................................19 SECTION 7. TERM AND TERMINATION...............................................20 7.1 Term...............................................................20 7.2 Termination........................................................20 -ii- CONFIDENTIAL {PAGE} TABLE OF CONTENTS (CONTINUED) PAGE ---- 7.3 Survival...........................................................21 SECTION 8. GOVERNING LAW, DISPUTE RESOLUTION..................................22 8.1 Governing Law......................................................22 8.2 Dispute Resolution.................................................22 SECTION 9. MISCELLANEOUS......................................................23 9.1 Confidentiality of Agreement............................. .........23 9.2 Assignment.........................................................24 9.3 No Conflicts.......................................................24 9.4 Authority..........................................................24 9.5 Notices............................................................24 9.6 Electronic Transfers...............................................25 9.7 Export Controls....................................................25 9.8 Partial Invalidity.................................................26 9.9 No Third Party Beneficiaries.......................................26 9.10 Counterparts.......................................................27 9.11 Relationship of Parties............................................27 9.12 Modification.......................................................27 9.13 Waiver.............................................................27 9.14 Government Approvals...............................................27 9.15 Section Headings and Language......................................28 9.16 Ambiguities........................................................28 9.17 Force Majeure......................................................28 9.18 Currency...........................................................28 9.19 Entire Agreement...................................................28 -iii- CONFIDENTIAL {PAGE} Development Agreement January 6, 2003 DEVELOPMENT AGREEMENT This Development Agreement (the "Agreement") is entered into as of the Effective Date, by and among Rambus Inc., a Delaware corporation with principal offices at 4440 El Camino Real, Los Altos, California 94022, U.S.A. ("Rambus"); and Toshiba Corporation, a Japanese corporation with principal offices at 1-1 Shibaura 1-chome, Minato-ku, Tokyo 105-8001 Japan ("Toshiba") and Sony Computer Entertainment Inc., a Japanese corporation with principal offices at 1-1 Akasaka 7-chome, Minato-ku, Tokyo 107-0052 Japan ("SCE"). WHEREAS, SCE and Toshiba have entered into a joint development agreement (the "[] Agreement") with [] to develop a broadband microprocessor (designated as the "Broadband Engine") for a [] product; WHEREAS, Rambus has developed and is developing certain logic-to-logic interface technology currently designated by Rambus as "Redwood Rambus Interface Technology," and certain logic-to-memory interface technology currently designated by Rambus as "Yellowstone Rambus Interface Technology "; WHEREAS, together with this Agreement, Toshiba and Rambus are entering into a Redwood and Yellowstone Semiconductor Technology License Agreement of even date hereof (the "Toshiba License Agreement"); WHEREAS, together with this Agreement, SCE (together with its parent company, SONY Corporation) and Rambus are entering into a Redwood and Yellowstone Semiconductor Technology License Agreement of even date hereof (the "SONY License Agreement"); and WHEREAS, the parties desire to cooperate with each other to enable SCE and Toshiba (and [] as SCE's sublicensee) to implement Rambus' Redwood Rambus Interface Technology and Yellowstone Rambus Interface Technology as the bus interfaces in and with the Broadband Engine (and related [] designed to [] to the [*] on the terms and conditions set forth herein; NOW, THEREFORE, IN CONSIDERATION OF THE FOREGOING AND THE MUTUAL COVENANTS CONTAINED HEREIN, THE PARTIES AGREE AS FOLLOWS: 147201	Rambus Rambus Inc. ( Semiconductors ) As referenced in this Development Agreement: RAMBUS INC. – exhibit has been filed separately with the Securities and Exchange Commission. Development Agreement January 6, 2003 CONFIDENTIAL ---------- DEVELOPMENT AGREEMENT BY AND AMONG SONY COMPUTER ENTERTAINMENT, INC. AND TOSHIBA CORPORATION AND RAMBUS INC. ---------- {PAGE} Development Agreement January 6, 2003 TABLE OF CONTENTS PAGE ---- SECTION 1. DEFINITIONS.........................................................2 1.1 Rambus Interface Technology.........................................2 1.2 Redwood Rambus Interface Technology.................................2 1.3 _____________ Rambus Inc. – 19 Entire Agreement...................................................28 -iii- CONFIDENTIAL {PAGE} Development Agreement January 6, 2003 DEVELOPMENT AGREEMENT This Development Agreement (the "Agreement") is entered into as of the Effective Date, by and among Rambus Inc. , a Delaware corporation with principal offices at 4440 El Camino Real, Los Altos, California 94022, U.S.A. ("Rambus"); and Toshiba Corporation, a Japanese corporation with principal offices at _____________ Rambus Inc. – are required herein to be sent to Rambus via electronic transfer shall be made in U.S. dollars via the Federal Reserve Bank of San Francisco for the credit of: Rambus Inc. , Account #[] [] [] [] [] 9.7 Export Controls. (a) Each of the parties understands and acknowledges that the other parties are subject to regulation by agencies of the U.S. and Japanese _____________ RAMBUS INC. –* Agreement January 6, 2003 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed by duly authorized officers or representatives as of the date first above written. RAMBUS INC. SONY COMPUTER ENTERTAINMENT INC. By: /s/ GEOFF TATE By: /s/ KEN KUTARAGI ----------------------------------- --------------------------------- Name: Geoff Tate Name: Ken Kutaragi Title: CEO Title: CEO & President Date: Jan. 6, 2003 Date: Jan. _____________ RAMBUS INC. – reflect the [*] associated with the definition changes. -13- {PAGE} EXHIBIT G ESCROW AGREEMENT -14- {PAGE} EXHIBIT G TO DEVELOPMENT AGREEMENT BY AND AMONG SONY COMPUTER ENTERTAINMENT INC., TOSHIBA CORPORATION, AND RAMBUS INC. ESCROW AGREEMENT This Escrow Agreement (the "Escrow Agreement") is entered into as of the date of the last signature below, among Rambus Inc., a Delaware corporation with principal offices _____________ dt 1475054 ; Rambus Rambus Inc. ( Semiconductors ) ;	Sony Computer Entertainment, Inc.; Toshiba Corporation
$39	Preview Full Doc	2003	Purchase and System Development Agreement Purchase and System Development Agreement (36K) Doc #147208: Click preview link for longer preview. PURCHASE AND SYSTEM DEVELOPMENT AGREEMENT This Agreement Is made on the 8th day of March 2002 by and between Mars Electronics International, Inc. Delaware Corporation with principal offices all 1301 Wilson Drive, West Chester, Pennsylvania 19380 ("MEI") and USA Technologies, Inc. a Pennsylvania Corporation with principal offices at 200 Plant Avenue, Wayne, Pennsylvania 19087 ("USA Tech"), MEI and USA may sometimes be referred to herein as the "Party" or "Parties." WHEREAS, MEI is a is a leading manufacturer of electronics utilized in the vending, retail, kiosk and telecom industries, and WHEREAS, USA Tech is a leading manufacturer of credit card and other transaction devices for use in the office and vending equipment industries, and WHEREAS, MEI and USA Tech desire to further the usage of credit card transactions in the above stated industries in the US and Canadian market, NOW! THEREFORE, in consideration of the mutual covenants and promises contained herein, MEI end USA Tech agree as follows: 1. PURPOSE. The purpose of this Agreement is to progress the usage of credit cards specifically within the vending industry and, If warranted, other industries including, but not limited to the retail, kiosk and telecom industries. MEI and USA Tech will accomplish this with (1) the joint development of an interface specification or the implementation of the USA Tech interface specification as the "open interface specification" for connecting card readers to vending machine controllers and telemeters, (2) a USA Tech developed credit card reader solution to connect to the MEI Telemeter using the interface specification described above in (1), that does not consume the bill acceptor mounting position in a vending machine (the USA Tech developed credit card reader solution that connects to the MEI Telemeter that is specifically referred to in Subsection 2 is hereinafter referred to as "Product" per Appendix A), all known as the Development Phase see Section 3A). A Market Phase (see Section 3B), will commence immediately upon the successful completion of the Development Phase per the Time Table of Deliverables in Appendix B, provided the product meets all agreed specifications and therefore deemed ready for Product launch. 2. TERM OF AGREEMENT. This Agreement shall have a two (2) year term and shall expire on the second annual anniversary date of execution of the Agreement unless earlier terminated pursuant to Sections 14, 15, 16, 17, and 22 below. By mutual consent or in the event this Agreement expires prior to one (1) full year of Production sales, this Agreement will be extended for a one (1) year additional term or for the additional time frame needed for Product to have one (1) full year of sales, by an amendment hereto duly executed by both Parties' authorized representatives. 3A. DEVELOPMENT PHASE. During the Development Phase as outlined per Appendix B, both Parties agree to work together to lay the ground work for the sales of the Product in the market place according to the points of the Agreement detailed heretofore. This work includes: 147208	Coca-Cola Coca-Cola Co. ( Beverages ) As referenced in this Purchase and System Development Agreement: Coca-Cola Co – Party if explicitly directed to do so during the Development Phase by identified major accounts. or MEI, this is limited to PepsiCo, The Coca-Cola Co mpany and their affiliated bottling operations. For USA Tech, this is limited to ZiLOG. The Coca Cola Company or their affiliated bottling enterprises. _____________ dt 148214 ; USA Technologies USA Technologies, Inc. ( Business Services ) As referenced in this Purchase and System Development Agreement: USA Technologies, Inc – 2002 by and between Mars Electronics International, Inc. Delaware Corporation with principal offices all 1301 Wilson Drive, West Chester, Pennsylvania 19380 ("MEI") and USA Technologies, Inc . a Pennsylvania Corporation with principal offices at 200 Plant Avenue, Wayne, Pennsylvania 19087 ("USA Tech"), MEI and USA may sometimes be referred _____________ USA Technologies, Inc – With copy to: Cary M. Sagady, Marketing Manager, Business Innovation' b) If to USA Tech: Michael K. Lawlor, Senior Vice President Sales & Marketing USA Technologies, Inc . 200 Plant Avenue Wayne, PA 19087 Phone: (610) 989-0340, Fax: (610) 989-0344 c) If to any of the foregoing Parties _____________ USA Technologies, Inc – Parties hereto hereby execute this Agreement and agree to be bound by its terms. Mars Electronics International, Inc. ATTEST: BY: ------------------------------ ------------------------------- ATTEST: BY: ------------------------------ ------------------------------- {PAGE} USA Technologies, Inc . ATTEST: BY: ------------------------------ ------------------------------- APPENDIX A - Product Pricing and Financial Fees (To Be Determined at the end of the Development Phase, based on the _____________ dt 272605 ;	ZiLOG ZiLOG, Inc. ( Semiconductors ) As referenced in this Purchase and System Development Agreement: ZiLOG. – or MEI, this is limited to PepsiCo, The Coca-Cola Company and their affiliated bottling operations. For USA Tech, this is limited to ZiLOG. The Coca Cola Company or their affiliated bottling enterprises. IBM or Marconi. D. In the event the Product does not meet the _____________ dt 217786 ; Mars Electronics International, Inc.
$43	Preview Full Doc	2003	Joint Development Agreement Joint Development Agreement (54K) Doc #147242: Click preview link for longer preview. JOINT DEVELOPMENT AGREEMENT This Joint Development Agreement ("Agreement") is made and entered into effective as of this 14th day of December, 2001 ("Effective Date"), by and between ESS Technology, Inc., ("ESS"), a California corporation, with its principal place of business at 48401 Fremont Blvd., Fremont, CA 94538, USA, and *** ("Counterparty"), a corporation organized under the laws of , with its principal place of business at . RECITALS WHEREAS, ESS is engaged in the business of designing and developing MPEG 2 controller and other certain integrated circuits; WHEREAS, Counterparty is engaged in the business of designing and developing *** and other certain integrated circuits; WHEREAS, ESS and Counterparty* desire to work closely together to jointly develop a * product that combines the respective parties' MPEG 2 controller and * for DVD player application technology, and Counterparty* desires to provide ESS **; WHEREAS, ESS and Counterparty desire to enter into this Agreement to clarify their respective rights and obligations to each other with respect to the joint development of such new products among other things; NOW, THEREFORE, in consideration of the mutual promises and covenants set forth below, the parties agree as follows: AGREEMENT 1. DEFINITIONS. As used in this Agreement, these terms shall have the following definitions: 1.1 "Counterparty* Component" shall mean **. 1.2 "Counterparty Deliverables" means the services and materials designated as "*** Deliverables" on the Development Schedule. 1.3 "Counterparty* Existing IPR" shall mean the patents, copyrights, trade secrets, know-how and mask works based on inventions (whether patentable or not) developed on or prior to the Effective Date which are (a) owned or licensed by Counterparty* and which Counterparty* has the right to license or sublicense, (b) related to Counterparty* Component, and (c) reasonably necessary to develop, manufacture, use and sell the Combined Product. 1.4 "Counterparty* Improvements" shall mean any modification, invention, discovery, development, or works of authorship, whether or not patentable, that modifies, improves upon, extends, enhances or constitutes a derivative work of the Counterparty* Existing IPR by either or both patties during the Term of this Agreement. ---------- * All references to the counterparty on this page have been replaced with the term "Counterparty." Confidential treatment has been requested with respect to the replaced reference. ** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. {PAGE} 1.5 "Counterparty* IPR" shall mean the Counterparty* Existing IPR and Counterparty* Improvements. Counterparty* IPR does not include any trade name, trademark or service mark owned and/or used by Counterparty. 1.6 "Combined Product" shall mean all single chip devices, which integrates ESS Component and Counterparty Component, developed jointly by the parties pursuant to this Agreement and which incorporates the functional specifications for the Combined Product set forth in Exhibit A. There are two major categories of Combined Product as set forth in Exhibit A. 1.7 "Confidential Information" shall mean the information of either party ("Disclosing Party") which is disclosed to the other party (`Receiving Party') pursuant to this Agreement, in written form and marked "Confidential" or if disclosed orally, the Disclosing Party shall send a written summary of such information to the Receiving Party within thirty (30) days of the date of the initial disclosure and mark such summary "Confidential." Confidential Information shall include, but not be limited to, trade secrets, know-how, inventions, techniques, processes, algorithms, software programs, schematics, designs, contracts, financial information, and non-public business information. 1.8 "Deliverables" shall mean the Counterparty* Deliverables and ESS Deliverables. 1.9 "Development Schedule" shall mean the schedule of Deliverables and timetable set forth in Exhibit B for the development of the Combined Product. 1.10 "Engineering NRE" shall mean the engineering fees, costs, expenses and other charges of the independent companies to produce and package the engineering silicon for Combined Product. The Engineering NRE is limited to the cost of the masks, engineering fabrication, engineering packaging and all third-party testing costs related thereto. Unless agreed by both parties in writing, any other cost not related to the masks, engineering fabrication, engineering packaging and all third-party testing, shall not included in Engineering NRE. 1.11 "Specifications" shall mean the functional specifications, set forth in Exhibit A, developed by Counterparty* and ESS for the Combined Product, and as amended from time to time by mutual written agreement of the Parties. 1.12 "ESS Component" shall mean ESS's MPEG 2 controller. 1.13 "ESS Deliverables" shall mean the services and materials designated as ESS Deliverables on the Development Schedule. 1.14 "ESS Existing IPR" shall mean the patents, copyrights, trade secrets, know how and mask works based on inventions (whether patentable or not) developed on or prior to the Effective Date which are (a) owned or licensed to ESS and which ESS has the right to 147242	ESS Technology ESS Technology, Inc. ( Semiconductors ) As referenced in this Joint Development Agreement: ESS Technology, Inc. – EXHIBIT 10.50 JOINT DEVELOPMENT AGREEMENT This Joint Development Agreement ("Agreement") is made and entered into effective as of this 14th day of December, 2001 ("Effective Date"), by and between ESS Technology, Inc. , ("ESS"), a California corporation, with its principal place of business at 48401 Fremont Blvd., Fremont, CA 94538, USA, and *** ("Counterparty"), a corporation organized under the laws of , with its _____________ ESS Technology, Inc. – the addresses set forth below, or at such other place of which the other party has been notified in accordance with the provisions of this Section 14. If to ESS: ESS Technology, Inc.** 48401 Fremont Blvd., Fremont, California 94538 Attn: If to Counterparty: * * * Such notice will be treated as having been received upon the earlier of actual receipt or five (5) days _____________ ESS TECHNOLOGY INC. – Commission. Confidential treatment has been requested with respect to the omitted portions. -14- {PAGE} IN WITNESS WHEREOF, the parties have caused this Agreement to be as of the Effective Date. ESS TECHNOLOGY INC. * By: /s/ Fred S. L. Chan By: /s/ * ------------------------- ----------------------------- Authorized Representative Authorized Representative Name: Fred S. L. Chan Name: *** Title: Chairman Title: President Date: 12/14/2001 Date: 12/14/ _____________ dt 1459297 ;	ESS Technology ESS Technology, Inc. ( Semiconductors ) As referenced in this Joint Development Agreement: ESS Technology, Inc. – EXHIBIT 10.50 JOINT DEVELOPMENT AGREEMENT This Joint Development Agreement ("Agreement") is made and entered into effective as of this 14th day of December, 2001 ("Effective Date"), by and between ESS Technology, Inc. , ("ESS"), a California corporation, with its principal place of business at 48401 Fremont Blvd., Fremont, CA 94538, USA, and *** ("Counterparty"), a corporation organized under the laws of , with its _____________ ESS Technology, Inc. – the addresses set forth below, or at such other place of which the other party has been notified in accordance with the provisions of this Section 14. If to ESS: ESS Technology, Inc.** 48401 Fremont Blvd., Fremont, California 94538 Attn: If to Counterparty: * * * Such notice will be treated as having been received upon the earlier of actual receipt or five (5) days _____________ dt 1473128
$48	Preview Full Doc	2004	Development Agreement Development Agreement (62K) Doc #1128219: Click preview link for longer preview. CYMER CORPORATION and INTEL CORPORATION DEVELOPMENT AGREEMENT This Agreement (the ï¿½Agreementï¿½) is entered into as of January 23, 2004 (ï¿½Effective Dateï¿½) by and between Cymer, Inc., a Nevada corporation, having a place of business at 17075 Thornmint Court, San Diego, CA 92127 and its wholly owned subsidiaries (hereinafter ï¿½Cymerï¿½), and Intel Corporation, a Delaware corporation, having its principal place of business at 2200 Mission College Blvd., Santa Clara CA 95052 and its subsidiaries (hereinafter ï¿½Intelï¿½). Cymer and Intel are sometimes referred to as a . . . 1128219	Cymer Cymer, Inc. ( Semiconductors ) As referenced in this Development Agreement: Cymer, Inc. – b)(4) and 240.24b-2 CYMER CORPORATION and INTEL CORPORATION DEVELOPMENT AGREEMENT This Agreement (the ?Agreement?) is entered into as of January 23, 2004 (?Effective Date?) by and between Cymer, Inc. , a Nevada corporation, having a place of business at 17075 Thornmint Court, San Diego, CA 92127 and its wholly owned subsidiaries (hereinafter ?Cymer?), and Intel Corporation, a Delaware corporation, _____________ CYMER, INC. – IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by duly authorized officers or representatives to be effective as of the date first above written. INTEL CORPORATION CYMER, INC. By: /s/ CHRIS PHILIPPI By: /s/ ROBERT P. AKINS Name: Chris Philippi Name: Robert P. Akins Title: Business Manager Title: CEO Date: January 28th, 2004 Date: January 23, 2004 _____________ dt 1740631 ;	Cymer Cymer, Inc. ( Semiconductors ) As referenced in this Development Agreement: Cymer, Inc. – b)(4) and 240.24b-2 CYMER CORPORATION and INTEL CORPORATION DEVELOPMENT AGREEMENT This Agreement (the ?Agreement?) is entered into as of January 23, 2004 (?Effective Date?) by and between Cymer, Inc. , a Nevada corporation, having a place of business at 17075 Thornmint Court, San Diego, CA 92127 and its wholly owned subsidiaries (hereinafter ?Cymer?), and Intel Corporation, a Delaware corporation, _____________ CYMER, INC. – IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by duly authorized officers or representatives to be effective as of the date first above written. INTEL CORPORATION CYMER, INC. By: /s/ CHRIS PHILIPPI By: /s/ ROBERT P. AKINS Name: Chris Philippi Name: Robert P. Akins Title: Business Manager Title: CEO Date: January 28th, 2004 Date: January 23, 2004 _____________ dt 1740635
$52	Preview Full Doc	2002	Joint Development Agreement Joint Development Agreement (176K) Doc #1129203: Click preview link for longer preview. The portions of this document which have been marked "x" have been omitted and are filed separately with the Securities and Exchange Commission. JOINT DEVELOPMENT AGREEMENT FOR PROCESS TECHNOLOGIES AMONG AGERE SYSTEMS INC., AGERE SYSTEMS SINGAPORE PTE LTD. . . . 1129203	Agere Systems Agere Systems Inc. ( Semiconductors ) As referenced in this Joint Development Agreement: AGERE SYSTEMS INC – The portions of this document which have been marked "x" have been omitted and are filed separately with the Securities and Exchange Commission. JOINT DEVELOPMENT AGREEMENT FOR PROCESS TECHNOLOGIES AMONG AGERE SYSTEMS INC ., AGERE SYSTEMS SINGAPORE PTE LTD. AND CHARTERED SEMICONDUCTOR MANUFACTURING LTD. AMENDED AND RESTATED AS OF THE 28TH DAY OF JUNE 2002 CHARTERED-AGERE CONFIDENTIAL -1- <PAGE> EXECUTION _____________ AGERE SYSTEMS INC – EXECUTION COPY JOINT DEVELOPMENT AGREEMENT FOR PROCESS TECHNOLOGIES THIS AMENDED AND RESTATED JOINT DEVELOPMENT AGREEMENT is made and entered into effective the 28th day of June 2002 by and among AGERE SYSTEMS INC ., having its principal place of business at 555 Union Blvd., Allentown, Pennsylvania 18109, U.S.A., AGERE SYSTEMS SINGAPORE PTE LTD., having a place of business at 3 Kallang _____________ Agere Systems Inc – Agreement") having an effective date of July 31, 2000; and WHEREAS, in the intervening period of time Lucent Technologies Inc. assigned its rights and obligations under the First Agreement to Agere Systems Inc . and Lucent Technologies Microelectronics Pte Ltd. assigned its rights and obligations to Agere Systems Singapore Pte Ltd. and Chartered has accepted those assignments; and WHEREAS, the Parties desire to _____________ Agere Systems Inc – of receipt. All communications will be sent to the addresses set forth below. Either Party may change its address by giving notice pursuant to this section. If sent to Agere: Agere Systems Inc . 555 Union Boulevard Allentown, PA 18109 USA Attention: PURPOSELY LEFT BLANK Title: Fax Number: 610-712-6223 With a copy to: Agere Systems Inc. Law Group Room 5SC03 Two _____________ Agere Systems Inc – this section. If sent to Agere: Agere Systems Inc. 555 Union Boulevard Allentown, PA 18109 USA Attention: PURPOSELY LEFT BLANK Title: Fax Number: 610-712-6223 With a copy to: Agere Systems Inc . Law Group Room 5SC03 Two Oak Way Berkeley Heights, NJ 07922 USA Attention: John W. Fisher CHARTERED-AGERE CONFIDENTIAL -26- <PAGE> EXECUTION COPY Fax Number: 908-508- _____________ dt 1482898 ; Agere Systems Agere Systems, Inc. ( Semiconductors ) As referenced in this Joint Development Agreement: AGERE SYSTEMS INC. – The portions of this document which have been marked "x" have been omitted and are filed separately with the Securities and Exchange Commission. JOINT DEVELOPMENT AGREEMENT FOR PROCESS TECHNOLOGIES AMONG AGERE SYSTEMS INC. , AGERE SYSTEMS SINGAPORE PTE LTD. AND CHARTERED SEMICONDUCTOR MANUFACTURING LTD. AMENDED AND RESTATED AS OF THE 28TH DAY OF JUNE 2002 CHARTERED-AGERE CONFIDENTIAL -1- <PAGE> EXECUTION _____________ AGERE SYSTEMS INC. – EXECUTION COPY JOINT DEVELOPMENT AGREEMENT FOR PROCESS TECHNOLOGIES THIS AMENDED AND RESTATED JOINT DEVELOPMENT AGREEMENT is made and entered into effective the 28th day of June 2002 by and among AGERE SYSTEMS INC. , having its principal place of business at 555 Union Blvd., Allentown, Pennsylvania 18109, U.S.A., AGERE SYSTEMS SINGAPORE PTE LTD., having a place of business at 3 Kallang _____________ Agere Systems Inc. – Agreement") having an effective date of July 31, 2000; and WHEREAS, in the intervening period of time Lucent Technologies Inc. assigned its rights and obligations under the First Agreement to Agere Systems Inc. and Lucent Technologies Microelectronics Pte Ltd. assigned its rights and obligations to Agere Systems Singapore Pte Ltd. and Chartered has accepted those assignments; and WHEREAS, the Parties desire to _____________ Agere Systems Inc. – of receipt. All communications will be sent to the addresses set forth below. Either Party may change its address by giving notice pursuant to this section. If sent to Agere: Agere Systems Inc. 555 Union Boulevard Allentown, PA 18109 USA Attention: PURPOSELY LEFT BLANK Title: Fax Number: 610-712-6223 With a copy to: Agere Systems Inc. Law Group Room 5SC03 Two _____________ Agere Systems Inc. – this section. If sent to Agere: Agere Systems Inc. 555 Union Boulevard Allentown, PA 18109 USA Attention: PURPOSELY LEFT BLANK Title: Fax Number: 610-712-6223 With a copy to: Agere Systems Inc. Law Group Room 5SC03 Two Oak Way Berkeley Heights, NJ 07922 USA Attention: John W. Fisher CHARTERED-AGERE CONFIDENTIAL -26- <PAGE> EXECUTION COPY Fax Number: 908-508- _____________ dt 1457343 ; Agere Systems Agere Systems, Inc. ( Semiconductors ) ;	Chartered Chartered Semiconductor Manufacturing Ltd. ( Semiconductors ) ; Lucent Lucent Technologies Inc. ( Communications Equipment ) As referenced in this Joint Development Agreement: Lucent Technologies, Inc. – advanced CMOS logic process technologies with foundry competitive cost, feature and schedule attributes that will enable the Parties to achieve a market leading position in semiconductor processing capability; and WHEREAS, Lucent Technologies, Inc. , Lucent Technologies Microelectronics Pte Ltd. and Chartered Semiconductor Manufacturing Ltd. entered into a Joint Development Agreement for Process Technologies (hereinafter the "First Agreement") having an effective date of July _____________ Lucent Technologies Inc. – Ltd. entered into a Joint Development Agreement for Process Technologies (hereinafter the "First Agreement") having an effective date of July 31, 2000; and WHEREAS, in the intervening period of time Lucent Technologies Inc. assigned its rights and obligations under the First Agreement to Agere Systems Inc. and Lucent Technologies Microelectronics Pte Ltd. assigned its rights and obligations to Agere Systems Singapore Pte _____________ dt 1442028 ; Lucent Lucent Technologies Inc. ( Communications Equipment ) As referenced in this Joint Development Agreement: Lucent Technologies, Inc. – advanced CMOS logic process technologies with foundry competitive cost, feature and schedule attributes that will enable the Parties to achieve a market leading position in semiconductor processing capability; and WHEREAS, Lucent Technologies, Inc. , Lucent Technologies Microelectronics Pte Ltd. and Chartered Semiconductor Manufacturing Ltd. entered into a Joint Development Agreement for Process Technologies (hereinafter the "First Agreement") having an effective date of July _____________ dt 1452149
$47	Preview Full Doc	2000	Joint Development Agreement Joint Development Agreement (135K) Doc #1129440: Click preview link for longer preview. REDACTED FOR CONFIDENTIALITY JOINT DEVELOPMENT AGREEMENT FOR PROCESS TECHNOLOGIES AMONG LUCENT TECHNOLOGIES INC., LUCENT TECHNOLOGIES MICROELECTRONICS PTE LTD. AND CHARTERED SEMICONDUCTOR MANUFACTURING LTD. EFFECTIVE AS OF THE 31ST DAY OF JULY, 2000 . . . 1129440	Chartered Chartered Semiconductor Manufacturing Ltd. ( Semiconductors ) ; Lucent Lucent Technologies Inc. ( Communications Equipment ) As referenced in this Joint Development Agreement: LUCENT TECHNOLOGIES INC. – gt;ex10-1.txt <DESCRIPTION>JOINT DEVELOPMENT AGREEMENT <TEXT> <PAGE> 1 EXHIBIT 10.1 REDACTED FOR CONFIDENTIALITY JOINT DEVELOPMENT AGREEMENT FOR PROCESS TECHNOLOGIES AMONG LUCENT TECHNOLOGIES INC. , LUCENT TECHNOLOGIES MICROELECTRONICS PTE LTD. AND CHARTERED SEMICONDUCTOR MANUFACTURING LTD. EFFECTIVE AS OF THE 31ST DAY OF JULY, 2000 CHARTERED-LUCENT CONFIDENTIAL <PAGE> 2 <TABLE> & _____________ LUCENT TECHNOLOGIES INC. – CONFIDENTIAL <PAGE> 3 JOINT DEVELOPMENT AGREEMENT FOR PROCESS TECHNOLOGIES THIS JOINT DEVELOPMENT AGREEMENT is made and entered into effective the 31st day of July 2000 by and among LUCENT TECHNOLOGIES INC. , having its principal place of business at 600 Mountain Avenue, Murray Hill, NJ 07974, U.S.A., acting through its Microelectronics Group, LUCENT TECHNOLOGIES MICROELECTRONICS PTE LTD., having a _____________ Lucent Technologies Inc. – of receipt. All communications will be sent to the addresses set forth below. Either Party may change its address by giving notice pursuant to this section. If sent to Lucent: Lucent Technologies Inc. Microelectronics Group 555 Union Boulevard Allentown, PA 18103 USA Attention: Mr. Glenn Schmehl Title: Asset Management Director Fax Number: 610-712-6223 With a copy to: Lucent Technologies Inc. _____________ Lucent Technologies Inc. – Lucent: Lucent Technologies Inc. Microelectronics Group 555 Union Boulevard Allentown, PA 18103 USA Attention: Mr. Glenn Schmehl Title: Asset Management Director Fax Number: 610-712-6223 With a copy to: Lucent Technologies Inc. Microelectronics Law Group Room 5SC03 Two Oak Way Berkeley Heights, NJ 07922 USA Attention: John W. Fisher Fax Number: 908-508-8398 If sent to Lucent Technologies Microelectronics: Lucent _____________ LUCENT TECHNOLOGIES INC. – this Joint Development Agreement as of the Effective Date. CHARTERED SEMICONDUCTOR MANUFACTURING LTD. By: /s/ Barry Waite ---------------------------------------- Name: Barry Waite Title: President & Chief Executive Officer Date: August 10, 2000 LUCENT TECHNOLOGIES INC. By: /s/ John T. Dickson ---------------------------------------- Name: John T. Dickson Title: Executive Vice President and Chief Executive Officer, Microelectronics & Communications Technologies Date: August 10, 2000 LUCENT TECHNOLOGIES MICROELECTRONICS PTE _____________ dt 1442029 ;	Lucent Lucent Technologies Inc. ( Communications Equipment )
$43	Full Doc	2002	Joint Development Agreement Joint Development Agreement (65K) Doc #1138764: This document is immediately available for purchase, but does not have a preview available for viewing. 1138764	AMD Advanced Micro Devices, Inc. ( Semiconductors ) ;	AMD Advanced Micro Devices, Inc. ( Semiconductors )
$38	Full Doc	2002	Joint Development Agreement Joint Development Agreement (51K) Doc #1138774: This document is immediately available for purchase, but does not have a preview available for viewing. 1138774	AMD Advanced Micro Devices, Inc. ( Semiconductors ) ;	AMD Advanced Micro Devices, Inc. ( Semiconductors )
$36	Preview Full Doc	2000	Joint Development Agreement Joint Development Agreement (55K) Doc #1151730: Click preview link for longer preview. JOINT DEVELOPMENT AGREEMENT This Joint Development Agreement (the "Agreement") is made and entered into as of the 29th day of October, 1999 (the "Effective Date"), by and between IGS Technologies, Inc., a corporation organized and existing under the laws of California, with its principal place of business at 4001 Burton Drive, Santa Clara, CA 95054 ("IGS"), and Coreum Technology, Inc., a corporation organized and existing under the laws of California, with its principal place of business at 4030, Moorpark Avenue, Suite #125, . . . 1151730	TVIA TVIA, Inc. ( Semiconductors ) ;	TVIA TVIA, Inc. ( Semiconductors )
$47	Preview Full Doc	2000	Joint Development Agreement Joint Development Agreement (57K) Doc #1151744: Click preview link for longer preview. CONFIDENTIAL TREATEMENT REQUESTED. CONFIDENTIAL PORTIONS FO THIS DOCUMENT HAVE BEEN REDACTD AND HAVE BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. JOINT DEVELOPMENT AGREEMENT This Joint Development Agreement (the "Agreement") is made and entered into as of the 29th day of October, 1999 (the "Effective Date"), by and between IGS Technologies, Inc., a corporation organized and existing under the laws of California, with its principal place of business at 4001 Burton Drive, Santa Clara, CA 95054 ("IGS"), . . . 1151744	TVIA TVIA, Inc. ( Semiconductors ) ;	TVIA TVIA, Inc. ( Semiconductors )
$54	Preview Full Doc	2003	Development Agreement Development Agreement (128K) Doc #1155340: Click preview link for longer preview. filed herewith omits the information subject to the confidentiality request. Omissions are designated as [*]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. Development Agreement January 6, 2003 CONFIDENTIAL ---------- DEVELOPMENT AGREEMENT . . . 1155340	Rambus Rambus Inc. ( Semiconductors ) As referenced in this Development Agreement: RAMBUS INC. – exhibit has been filed separately with the Securities and Exchange Commission. Development Agreement January 6, 2003 CONFIDENTIAL ---------- DEVELOPMENT AGREEMENT BY AND AMONG SONY COMPUTER ENTERTAINMENT, INC. AND TOSHIBA CORPORATION AND RAMBUS INC. ---------- <PAGE> Development Agreement January 6, 2003 TABLE OF CONTENTS PAGE ---- SECTION 1. DEFINITIONS.........................................................2 1.1 Rambus Interface Technology.........................................2 1.2 Redwood Rambus Interface Technology.................................2 _____________ Rambus Inc. – Agreement...................................................28 -iii- CONFIDENTIAL <PAGE> Development Agreement January 6, 2003 DEVELOPMENT AGREEMENT This Development Agreement (the "Agreement") is entered into as of the Effective Date, by and among Rambus Inc. , a Delaware corporation with principal offices at 4440 El Camino Real, Los Altos, California 94022, U.S.A. ("Rambus"); and Toshiba Corporation, a Japanese corporation with principal offices at _____________ Rambus Inc. – are required herein to be sent to Rambus via electronic transfer shall be made in U.S. dollars via the Federal Reserve Bank of San Francisco for the credit of: Rambus Inc. , Account #[] [] [] [] [*] 9.7 Export Controls.