EXHIBIT
10.56
[***]
DENOTES CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT
Micron NTC CONFIDENTIAL
TECHNOLOGY TRANSFER AND LICENSE AGREEMENT
This
TECHNOLOGY
TRANSFER AND LICENSE AGREEMENT (this “
Agreement
”), is made and entered into as of this 21st day of
April, 2008 (“ Effective Date
”), by and between Micron Technology, Inc, a Delaware
corporation (“ Micron ”),
and Nanya Technology Corporation ( Nanya Technology
Corporation [Translation from Chinese] ), a company
incorporated under the laws of the Republic of China (“
NTC
”). (Micron and NTC are referred to in this
Agreement individually as a “ Party ” and
collectively as the “ Parties
”).
RECITALS
A. Micron
currently designs and manufactures Stack DRAM Products (as
defined herein) and develops Process Technology (as defined
herein) therefor. NTC and Micron desire to engage in joint
development and/or optimization of Process Technology for
process nodes of 68 nm, 50nm and other dimensions
and joint development of Stack DRAM Designs for Stack DRAM
Products to be manufactured on such process nodes, as the
Parties may agree in the JDP Agreement.
B.
To effectuate their desires, Micron will
license NTC under Background IP for the design, development
and manufacture of certain Stack DRAM
Products. Micron and NTC will also transfer each
other Foundational Know-How and license each other thereunder
for the design, development and manufacture of certain Stack
DRAM Products.
AGREEMENT
NOW,
THEREFORE, in consideration of the mutual promises and
agreements herein set forth, the Parties, intending to be
legally bound, hereby agree as follows.
ARTICLE 1
DEFINITIONS; CERTAIN
INTERPRETATIVE MATTERS
1.1
Definitions
.
“
Adjusted
Revenues ” means [***].
“
Affiliate ”
means, with respect to any specified Person, any other Person
that directly or indirectly, including through one or more
intermediaries, controls, or is controlled by, or is under
common control with such specified Person; and the term
“ affiliated ”
has a meaning correlative to the foregoing.
“
Agreement ”
shall have the meaning set forth in the preamble to this
Agreement.
“
Applicable
Law ” means any applicable laws, statutes, rules,
regulations, ordinances, orders, codes, arbitration awards,
judgments, decrees or other legal requirements of any
Governmental Entity.
“
Background
IP ” means [***].
“
BEOL
Costs ” means [***].
“
Burn-In ”
means [***].
“
Burn-In
Documen t” means a document that describes the
specification of voltage and test pattern settings in the
Burn-In test program. The Burn-In Document also
describes the methodology of how the voltage and test pattern
settings are optimized.
“
Closing ”
means the remittance by NTC and MNL of the first capital
contribution to the Joint Venture Company as set forth in
Section
2.6 of the Joint Venture Agreement.
“Commodity Stack DRAM Products” means Stack DRAM
Products for system main memory for computing or Mobile Devices, in
each case that are fully compliant with one or more Industry
Standard(s).
“
Confidential
Information ” means that information described in
Section
8.1 deemed to be “Confidential Information”
under the Mutual Confidentiality Agreement.
“
Contractor ”
means a Third Party who (a) is contracted by a Party in
connection with work to be conducted by such Party under a
SOW, (b) has agreed to assign to such contracting Party all
rights in and to any inventions, discoveries, improvements,
processes, copyrightable works, mask works, trade secrets or
other technology that are conceived or first reduced to
practice, whether patentable or not, as a result of any
performance by such Third Party of any obligations of such
Party under a SOW, and all Patent Rights, IP Rights and other
intellectual property rights in the foregoing, and (c) has
agreed to grant a license to such contracting Party, with the
right to sublicense of sufficient scope that includes the
other Party, under all Patent Rights, IP Rights and other
rights of the Third Party reasonably necessary for such
contracting Party and the other Party to exploit the work
product created by the Third Party consistent with the rights
granted by the contracting Party to the other Party under the
Joint Venture Documents.
“
Control ”
(whether capitalized or not) means the power or authority,
whether exercised or not, to direct the business, management
and policies of a Person, directly or indirectly, whether
through the ownership of voting securities, by contract or
otherwise, which power or authority shall conclusively be
presumed to exist upon possession of beneficial ownership or
power to direct the vote of [***] of the votes entitled to be
cast at a meeting of the members, shareholders or other equity
holders of such Person or power to control the composition of
a majority of the board of directors or like governing body of
such Person; and the terms “ controlling
” and “ controlled ”
have meanings correlative to the foregoing.
“
Design
Qualification ” means, [***].
“Design SOW” means [***].
“
DRAM
Product ” means any stand-alone semiconductor
device that is a dynamic random access memory device and that
is designed or developed primarily for the function of storing
data, in die, wafer or package form.
“
Effective
Date ” shall have the meaning set forth in the
preamble to this Agreement.
“Existing Entity” means [***].
“
Force Majeure
Event ” means the occurrence of an event or
circumstance beyond the reasonable control of a Party and
includes, without limitation, (a) explosions, fires, flood,
earthquakes, catastrophic weather conditions, or other
elements of nature or acts of God; (b) acts of war (declared
or undeclared), acts of terrorism, insurrection, riots, civil
disorders, rebellion or sabotage; (c) acts of federal, state,
local or foreign Governmental Entity; (d) labor disputes,
lockouts, strikes or other industrial action, whether direct
or indirect and whether lawful or unlawful; (e) failures or
fluctuations in electrical power or telecommunications service
or equipment; and (f) delays caused by the other Party or
third-party nonperformance (except for delays caused by a
Party’s Contractors, subcontractors or
agents).
“
Foundational
Know-How ” means, with respect to each Party,
[***].
“
Foundry
Customer ” means a Third Party customer for Stack
DRAM Products for [***].
“
Foundry
Customer Adjusted Revenues ” means
[***].
“
Foundry
Customer Products ” means [***].
“
FT
” means [***].
“
GAAP
” means, with respect to Micron, United States generally
accepted accounting principles, and with respect to NTC,
Republic of China generally accepted accounting principles, in
each case, as consistently applied by the Party for all
periods at issue.
“
Gross
Revenues ” means, [***].
“
Governmental
Entity ” means any governmental authority or
entity, including any agency, board, bureau, commission,
court, municipality, department, subdivision or
instrumentality thereof, or any arbitrator or arbitration
panel.
“Industry Standard” means the documented
technical specifications that set forth the pertinent technical and
operating characteristics of a DRAM Product if such specifications
are publicly available for use by DRAM manufacturers, and if
[***].
“
IP
Rights ” means copyrights, rights in trade
secrets, Mask Work Rights and pending applications or
registrations of any of the foregoing anywhere in the
world. The term “IP Rights” does not
include any Patent Rights or rights in
trademarks.
“
JDP
Agreement ” means that certain Joint Development
Program Agreement by and between Micron and NTC effective as
of the Effective Date referred to on Schedule
2.1 of the Master Agreement Disclosure
Letter.
“
JDP
Committee ” means the committee formed and
operated by Micron and NTC to govern the performance of the
Parties under the JDP Agreement.
“JDP Inventions” means all discoveries,
improvements, inventions, developments, processes or other
technology, whether patentable or not, that is/are conceived by one
or more Representatives of one or more of the Parties in the course
of activities conducted under the JDP Agreement.
“
JDP IP
Royalties ” means [***].
“
JDP Process
Node ” means any Primary Process Node or
Optimized Process Node resulting from the research and
development activities of the Parties pursuant the JDP
Agreement.
“
JDP Work
Product ” means [***].
“
Joint Venture
Agreement ” means that certain Joint Venture
Agreement by and between NTC and MNL effective as of the
Effective Date referred to on Schedule
2.1 of the Master Agreement Disclosure
Letter.
“
Joint Venture
Company ” means the company formed and operated
in accordance with the Joint Venture Documents.
“Joint Venture Company Joinder” means that
certain Joinder of the Joint Venture Company to the Mutual
Confidentiality Agreement.
“
Joint Venture
Documents ” means the Master Agreement and each
of the agreements listed on Schedules
2.1 through 2.5 of
the Master Agreement Disclosure Letter.
“ Mask Data Processing
” means [***].
“
Mask Work
Rights " means rights under the United States
Semiconductor Chip Protection Act of 1984, as amended from
time to ti