UNITED STATES INTERNATIONAL TRADE COMMISSI WASHINGTON, D.C. Administrative Law Judge Hon. Theodore R.

Essex

N

In the Matter of: CERTAIN SEMICONDUCTOR CHIPS AND PRODUCTS CONTAINING THE SAME Investigation No. 337-TA-753

JOINT MOTION TO TERMINATE INVESTIGATION AS TO RESPONDENT FREESCALE ON THE BASIS OF SETTLEMENT AGREEMENT Complainant Rambus Inc. and Respondent Freescale Semiconductor, request that the above-captioned investigation of the United Inc. respectfully Trade

States International

Commission be terminated as to Freescale pursuant to Commission Rule 21O.21(b) (19 C.F.R. § 21O.21(b)) in view of the Settlement Agreement, the supporting agreement referenced therein, and the Patent License Agreement Freescale.1 (collectively, the "Agreements") between Rambus and

There are no other agreements, written or oral, express or implied, between Rambus

and Freescale concerning the subject matter of this Investigation. The Agreements include Confidential Business Information within the meaning of 19 C.F.R. § 201.6. Rambus and Freescale, therefore, request that the Agreements be treated as

Confidential Business Information under the protective order (Order No.1) in this Investigation.

1 The Agreements also resolve the infringement claims raised in Rambus's Complaint against certain products of Customer Respondents to the extent those claims were based solely on the incorporation of products from Freescale into such products of Customer Respondents. It does not, however, resolve any claims raised in Rambus's Complaint against non-Freescale products incorporated in any such products of Customer Respondents or any other products of Customer Respondents.

The Administrative Law Judge and the Staff are being served with an unredacted version of the confidential Agreements (Confidential Exhibit A), and counsel for non-settling Respondents in this Investigation are being served with a confidential version of the Agreements that redact financial terms (Confidential Exhibit B).2 In compliance with Rule 21O.21(b), Rambus and

Freescale hereby file this public version of the motion to terminate, accompanied by a public version of the Agreements. (Exhibit C)

Counsel for Rambus and Freescale have consulted with the Staff regarding this motion. The Staff will provide the position of the Office of Unfair Import Investigations after reviewing the attached papers in more detail. Because the public interest favors the termination of investigations through settlement in the interest of the public and administrative economy, Rambus and Freescale respectfully request that the Administrative Law Judge issue an initial determination terminating the above-captioned investigation as to Freescale in accordance with the provisions of 19 U.S.C. § 1337(c) and 19 C.F.R. § 210.21 (b) based on the accompanying agreements.

Dated: June ~ 2011

See Certain Machine Vision Software, Machine Vision Systems, and Products Containing Same, Inv. No. 663- TA-680, Order No. 17 (Initial Determination), 2009 WL 3535542 (Oct. 26, 2009) (holding that counsel for non-settling respondents were not entitled to receive unredacted financial terms of settlement) ("it has been recognized, both in section 337 investigations and in district court cases, that forcing settling respondents and complainants to reveal the precise terms of their settlements to non-settling respondents could discourage settlements, even if such disclosures were made only to counsel who have subscribed to the protective order."); Certain Hydraulic Excavators and Components Thereof Inv. No. 337-TA-582, Order No. 49, 2007 WL 2328098 (Aug. 13, 2007) (ordering that only the public version of settlement agreement should be served on non-settling respondents) ("In order to foster settlement in this case, it is necessary to protect the exact terms of the settlement agreement against disclosure to the non-settling respondents. ").
2

2

J. Michael Jakes Doris Johnson Hines Christine E. Lehman Kathleen A. Daley Naveen Modi Luke J. McCammon FINNEGAN, HENDERSON, FARABOW, GARRETT & DUNNER, L.L.P. 901 New York Avenue, NW Washington, DC 20001-4413 Telephone: (202) 408-4000 Facsimile: (202) 408-4400 Michael J. McCabe Jason E. Stach Brannon C. McKay FINNEGAN, HENDERSON, FARABOW, GARRETT & DUNNER, L.L.P. 303 Peachtree Street, N.E. Sun Trust Plaza, Suite 3500 Atlanta, Georgia 30308-3263 Telephone: (404) 653-6400 Facsimile: (404) 653-6444 Attorneys for Complainant Rambus Inc.

Blaney Harper Ric Macchiaroli JONES DAY 51 Louisiana Avenue, N. W. Washington, DC 20001 Telephone: 202-879-3939 Facsimile: 202-626-1700 John M. Michalik JONES DAY 77 W. Wacker Dr., Suite 3500 Chicago, IL 60601 Telephone: 312-782-3939 Facsimile: 312-782-858 5 Attorneys for Respondent Freescale Semiconductor, Inc.

3

J. Michael Jakes Doris Johnson Hines Christine E. Lehman Kathleen A. Daley Naveen Modi Luke J. McCammon FINNEGAN, HENDERSON, FARABOW, GARRETT & DUNNER, L.LP. 901 New York Avenue, NW Washington, DC 20001-4413 Telephone: (202) 408-4000 Facsimile: (202) 408-4400 Michael J. McCabe JasonE. Stach Brannon C. McKay FINNEGAN, HENDERSON, FARABOW, GARRETT & DUNNER, L.L.P. 303 Peachtree Street, N.E. Sun Trust Plaza, Suite 3500 Atlanta, Georgia 30308-3263 Telephone: (404) 653-6400 Facsimile: (404) 653-6444 Attorneys/or Complainant

Blaney Harper Ric Macchiaro JONES DAY 51 Louisiana Avenue, N. W. Washington, DC 20001 Telephone: 202-879-3939 Facsimile: 202-626-1700 John M. Michalik JONES DAY 77 W. Wacker Dr., Suite 3500 Chicago, IL 60601 Telephone: 312-782-3939 Facsimile: 312-782-858 5 Attorneys for Respondent Freescale Semiconductor, Inc.

Rambus Inc.

3

UNITED STATES INTERNATIONAL TRADE COMMISSION WASHINGTON, D.C. Administrative Law Judge Hon. Theodore R. Essex

In the Matter of: CERTAIN SEMICONDUCTOR CHIPS AND PRODUCTS CONTAINING THE SAME Investigation No. 337-TA-753

MEMORANDUM IN SUPPORT OF JOINT MOTION TO TERMINATE INVESTIGATION AS TO RESPONDENT FREESCALE ON THE BASIS OF SETTLEMENT AGREEMENT Complainant Rambus Inc. and Respondent Freescale Semiconductor, moved to terminate the above-captioned Inc. have jointly

Investigation of the United States International Trade

Commission pursuant to the provisions of 19 U.S.c. § 1337(c) and 19 C.F.R. § 21O.21(b) in view of the Settlement Agreement, the supporting agreement referenced therein, and the Patent License Agreement (collectively, the "Agreements") between Rambus and Freescale. The

accompanying Agreements have been executed by Rambus and Freescale and are fully effective. These Agreements Investigation. completely resolve the dispute between Rambus and Freescale in this

Rambus and Freescale aver that the accompanying Agreements reflect the entire There are no other matter of this

and only agreements regarding the subject matter of this Investigation. agreements Investigation. written or oral, expressed or implied regarding

the subject

Commission policy and the public interest generally favor settlements, which

preserve resources for both the Commission and the private parties, and termination based on a settlement agreement is routinely granted. See, e.g., Certain Equipment for Telecommunications or Data Communications Networks, Including Routers, Switches, and Hubs, and Components

4

Thereof; Inv. No. 337-TA-574, Order No. 27 at 4 (May 24,2007)

and Order No. 52 (September

8,2008); Certain Safety Eyewear and Components Thereof, Inv. No. 337-TA-433, Order No. 37 at 2 (November 3, 2000); Certain Synchronous Dynamic Random Access Memory Devices, Microprocessors, and Products Containing Same, Inv. No. 337-TA-431, Order No. 11 at 2 (July 13, 2000); Certain Integrated Circuit Chipsets, Components Thereof and Products Containing Same, Inv. No. 337-T A-428, Order No. 16 at 5 (August 22, 2000). Termination of this

Investigation with respect to Freescale pursuant to the Agreements will not have any adverse effect on the public health and welfare and/or competitive conditions in the United States. Accordingly, the Administrative Law Judge is authorized to issue an initial determination

terminating this Investigation as to Freescale pursuant to 19 C.F.R. § 210.21 (b). Rambus and Freescale reached an agreement to settle this Investigation and entered into a Settlement Agreement, the supporting agreement referenced therein, and the Patent License Agreement. (Confidential Exhibit A). As set forth below, and in accordance with 19 C.F.R. §

210.21 (b), Rambus and Freescale are providing three versions of the Agreements with this motion: • Confidential Exhibit A is the complete and unredacted Agreements and is being provided to the Administrative Law Judge and the Staff. • Confidential Exhibit B has financial terms redacted, but still contains Confidential Business Information, and is being provided to counsel in this Investigation for the non-settling Respondents. • Exhibit C is the public version of the Agreements. seeks to terminate the Investigation as to Freescale only, and the

This motion

Investigation will proceed against the non-settling Respondents,

who are not parties to the

5

Agreements.

In order to promote settlement, Rambus and Freescale request that the sensitive

financial information that is contained solely in the unredacted Agreements be maintained as confidential. Counsel for non-settling Respondents are being provided with a version of the

Agreements containing all information except the most sensitive information that is only relevant to Rambus and Freescale, and thus will suffer no prejudice. The Commission has previously

approved providing non-settling respondents with redacted versions of settlement agreements in prior investigations. Certain Dynamic Random Access Memory Semiconductors and Products

Containing Same, Including Memory Modules, Inv. No. 337-TA-707, Determination) (June 29, 2010); Certain Automotive Multimedia

Order No. 10 (Initial and Navigation

Display

Systems, Inv. No. 337-TA-657, Order No. 27 (Initial Determination)

(June 23, 2009); Certain

Machine Vision Software, Machine Vision Systems, and Products Containing Same, Inv. No. 663-TA-680, Order No. 17 (Initial Determination), 2009 WL 3535542 (Oct. 26, 2009) ("it has been recognized, both in section 337 investigations and in district court cases, that forcing

settling respondents and complainants to reveal the precise terms of their settlements to nonsettling respondents could discourage settlements, even if such disclosures were made only to counsel who have subscribed to the protective order."); Certain Hydraulic Excavators and Components Thereof Inv. No. 337-TA-582, Order No. 49, 2007 WL 2328098 (Aug. 13, 2007) (ordering that only the public version of settlement agreement should be served on non-settling respondents) ("In order to foster settlement in this case, it is necessary to protect the exact terms of the settlement agreement against disclosure to the non-settling respondents."). For the reasons set forth above, Rambus and Freescale respectfully Administrative Law Judge issue an initial determination terminating request that the

the above-captioned

6

Investigation

as to Freescale

In

accordance

with

19 c.F.R. § 21O.21(b) based on the

accompanying Agreements. Dated: June ~2011

J. Michael Jakes Doris Johnson Hines Christine E. Lehman Kathleen A. Daley NaveenModi Luke J. McCammon FINNEGAN, HENDERSON, FARABOW, GARRETT & DUNNER, L.L.P. 901 New York Avenue, NW Washington, DC 20001-4413 Telephone: (202) 408-4000 Facsimile: (202) 408-4400 Michael J. McCabe Jason E. Stach Brannon C. McKay FINNEGAN, HENDERSON, FARABOW, GARRETT & DUNNER, L.L.P. 303 Peachtree Street, N.E. Sun Trust Plaza, Suite 3500 Atlanta, Georgia 30308-3263 Telephone: (404) 653-6400 Facsimile: (404) 653-6444 Attorneys for Complainant Rambus Inc.

Blaney Harper Ric Macchiaroli JONES DAY 51 Louisiana Avenue, N. W. Washington, DC 20001 Telephone: 202-879-3939 Facsimile: 202-626-1700 John M. Michalik JONES DAY 77 W. Wacker Dr., Suite 3500 Chicago, IL 60601 Telephone: 312-782-3939 Facsimile: 312-782-858 5 Attorneys for Respondent Freescale Semiconductor, Inc.

7

Investigation

as to Freescale

in accordance

with

19 C.F.R.

§ 210.21(b)

based on the

accompanying Agreements. Dated: June ~20 11

J. MiChael Jakes Doris Johnson Hines Christine E. Lehman Kathleen A. Daley NaveenModi Luke J. McCammon FINNEGAN, HENDERSON, FARABOW, GARRETT & DUNNER., L.L.P. 901 New York Avenue. NW Washington, DC 20001-4413 Telephone: (202) 408-4000 Facsimile: (202) 408-4400 Michael J. McCabe Jason E. Stach Brannon C. McKay FINNEGAN, HENDERSON, FARABOW, GARRETT & DUNNER, L.L.P. 303 Peachtree Street, N.E. Sun Trust Plaza, Suite 3500 Atlanta, Georgia 30308-3263 Telephone: (404) 653-6400 Facsimile: (404) 653-6444 Attorneys for Complainant

~~

Blaney Harper Ric Macchiaroli JONES DAY 51 Louisiana Avenue,N. W. Washington, DC 2000 1 Telephone: 202-879-3939 Facsimile: 202-626-1700 John M. Michalik JONES DAY 77 W. Wacker Dr., Suite 3500 Chicago, IL 60601 Telephone: 312-782-3939 Facsimile: 312-782-8585 Attorneys for Respondent Freescale Semiconductor, Inc.

Rambus Inc.

7

CERTAIN SEMICONDUCTOR CONTAINING SAME

CHIPS AND PRODUCTS

Inv. No. 337-TA-753

CERTIFICATE OF SERVICE I, Courtney Publico, hereby certify that on June 7, 2011, copies of the "Joint Motion to Terminate Investigation as to Respondent Freescale on the Basis of Settlement Agreement" were filed and served upon the following parties as indicated:

James R. Holbein Secretary Administrative Law Judge U.S. International Trade Commission 500 E Street, S.W. Washington, DC 20436 (6 Copies)

o Via First Class Mail o Via Federal Express [S] Via Hand Delivery o Via Facsimile o Via Electronic Filing o Via Federal Express [S] Via Hand Delivery o Via Facsimile
[S]
Via Email

The Honorable Theodore R. Essex Administrative Law Judge U.S. International Trade Commission 500 E Street, S.W. Washington, DC 20436 (2 Copies) Tamara.Foley@usitc.gov

o Via First Class Mail

Daniel L. Girdwood, Esq. Office of Unfair Import Investigations U.S. International Trade Commission 500 E Street, S.W. Room 401, Washington, DC 20436 Daniel. Girdwood@usitc.gov For Respondent Freescale Semiconductor, Inc.: Blaney Harper Jones Day 51 Louisiana Avenue, N.W. Washington, D.C. 20001-2113 FSL 753@jonesday.com

o Via First Class Mail o Via Federal Express o Via Hand Delivery o Via Facsimile
[S]
Via Email

o Via Hand Delivery o Via Facsimile
[S]
Via Email

o Via First Class Mail o Via Federal Express

CERTAIN SEMICONDUCTOR CONTAINING SAME

CHIPS AND PRODUCTS

Inv. No. 337-TA-753

For Respondents Broadcom Corporation, Cisco Systems, Inc.: Marcia H. Sundeen Kenyon & Kenyon LLP 1500 K Street, N.W. Washington, D.C. 20005 337-753Kenyon@Kenyon.com For Respondents Freescale Semiconductor, Inc.; Broadcom Corporation; MediaTek Inc., nVidia Corporation; S'I'Microelectronics N V; S'I'Microelectronics Inc.; Cisco Systems, Inc., Motorola Mobility, Inc.; Oppo Digital, Inc, and Audio Partnership Plc.: Thomas D. Pease QUINN EMANUEL URQUHART & SULLIVAN LLP 51 Madison Ave., 22nd Floor New York, New York 10010 Ouinn-ITC-753@quinnemanuel.com For Respondent Motorola Mobility, Inc.: Jamie Beaber Steptoe & Johnson, LLP 1330 Connecticut Avenue, N.W. Washington, D.C. 20036
S&Jmotorola 753@steptoe.com

D D D D

Via Via Via Via [8J Via

First Class Mail Federal Express Hand Delivery Facsimile Email

D D D D

Via Via Via Via [8J Via

First Class Mail Federal Express Hand Delivery Facsimile Email

D D D D

Via Via Via Via [8J Via

First Class Mail Federal Express Hand Delivery Facsimile Email

For Respondent Broadcom Corporation: Amanda Tessar Perkins Coie LLP 1900 Sixteenth Street, Suite 1400 Denver, CO 80202-5255 Perkins-753-Dist@perkinscoie.com Via Via Via Via [8J Via

D D D D

First Class Mail Federal Express Hand Delivery Facsimile Email

2

CERTAIN SEMICONDUCTOR CONTAINING SAME

CHIPS AND PRODUCTS

Inv. No. 337-TA-753

For Respondent LSI Corporation and Seagate Technology: Jonathan D. Link Kilpatrick Townsend and Stockton LLP Suite 900 607 14th Street, NW Washington, DC 20005-2018 LSIRambusITC@kilpatricktownsend.com FM-LSI@fostermurphy.com For Respondent Asus, Biostar, ECS, EVGA Corporation, Galaxy Microsystems, Ltd., Giga-Byte, Hewlett-Packard Company, Jaton, MSI, Palit, Pine Technology Holdings, Ltd., Sparkle Computer Col., Ltd., and Zotac: Andrew R. Kopsidas Fish & Richardson P.C. 1425 K Street N.W., 11thFloor Washington, D.C. 20005 337-753Fish@fr.com For Respondent n Vidia: I. Nee} Chatterjee, Esq.
ORRICK HERRINGTON& SUTCLIFFE, LLP

D D D D
C8J

Via Via Via Via Via

First Class Mail Federal Express Hand Delivery Facsimile Email

D D D D
C8J

Via Via Via Via Via

First Class Mail Federal Express Hand Delivery Facsimile Email

1000 Marsh Road Menlo Park, CA 94025 orrick753-service@orrick.com For Respondents STMicroelectronics S'I'Microelectronics Inc.: Eric Rusnak K&L Gates LLP 1601 K Street, NW Washington DC 20006 STMicro ITC753@klgates.com N V and

D D D D
C8J

Via Via Via Via Via

First Class Mail Federal Express Hand Delivery Facsimile Email

D D D D
C8J

Via Via Via Via Via

First Class Mail Federal Express Hand Delivery Facsimile Email

3

CERTAIN SEMICONDUCTOR CHIPS AND PRODUCTS CONTAINING SAME

Inv. No. 337-TA-753

For Respondent Hitachi Global Storage Technologies: Alexander J. Hadjis Morrison & Foerster LLP 2000 Pennsylvania Ave., NW Suite 600 Washington, DC 20006-1888 mofo753-service@mofo.com For Respondent Garmin International Inc. : Louis S. Mastriani Adduci, Mastriani & Schaumberg, L.L.P. 1200 Seventeenth St., N.W., Fifth Floor Washington, DC 20036 GAR-3@adduci.com

D Via First Class Mail D Via Federal Express D Via Hand Delivery D Via Facsimile
[8J
Via Email

D Via First Class Mail D Via Federal Express D Via Hand Delivery D Via Facsimile
[8J
Via Email

Courtney Publico, Litigation Legal Assistant FINNEGAN, HENDERSON, FARAB OW, GARRETT & DUNNER, L.L.P. 901 New York Avenue, NW Washington, DC 20001 (202) 408-4000 (Telephone) (202) 408-4400 (Facsimile)

4

EXECUTION COPY

SETTLEMENT AGREEMENT BETWEEN RAMBusINC. AND FREESCALE SEMICONDUCTOR, INC.

- 1-

Rambus and Freescale Confidential Information

EXECUTION COPY SETTLEMENT AGREEMENT This SETTLEMENT AGREEMENT ("Agreement") is made and entered into as of the first day of January, 2011 (<<Effective Date") by and between Rambus Inc., a corporation duly organized and existing under the laws of Delaware, U.S.A., having its principal place of business at 1050 Enterprise Way, Suite #700. Sunnyvale, California 94089 (hereinafter "Rambus") and Freescale Semiconductor, Inc., a corporation duly organized and existing under the laws of Delaware, U.S.A., having its principal place of business at 6501 William Cannon Drive West, Austin, Texas 78735 (hereinafter "Freescale"). Freescale and Rambus may hereinafter be referred to collectively as the "Patties" and individually as a "Party." WHEREAS, Rambus and Freescale are parties to a number of disputes relating to certain products and patents, and both parties recognize that, without this Agreement, either Party could, after the Effective Date, assert other patent c1aims against each other; WHEREAS, the Parties recognize that litigation of such disputes is inherently uncertain, and is subject to certain risks and to various possible outcomes, some of which would be more favorable to Rambus, and some of which would be more favorable to Freescale; WHEREAS, to eliminate the risks associated with such litigation and to enter into a comprehensive resolution to compromise, settle and release certain existing disputes between them, and to compromise, resolve and avoid other disputes that may arise after the Effective Date with respect to either Patty's products and patents, the Parties have agreed to enter into this Agreement; and WHEREAS, as part of sueh comprehensive resolution, the Parties have executed a License Agreement (as defined below) concurrent with the execution and delivery of this Agreement; and WHEREAS, entering into this Agreement and the License Agreement, and the exchange of consideration provided for therein, will not be construed as an admission of liability or fault by either Party. NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the Parties, the Parties agree as follows: ARTICLE 1 - DEFINITIONS In addition to the terms defined in other parts of this Agreement, the following terms used herein with initial capital letters shall have the respective meanings specified in this Article 1. 1.1. "Affiliate" means, for an identified entity, any other entity that (a) is a Subsidiary of such identified entity; or (b) Controls or is under common Control of such identified entity, but only so long as such Control exists.
-2 Rambus and Freescale Confidential Information

EXECUTION COpy 1.2. 1.3. 1.4. "Agreement" has the meaning set forth in the introductory paragraph. "Calffornia Litigation" means the matter entitled Rambus Inc. v. Freescale Semiconductor Inc., Civil Action No. 3:10~CV-05445-RS (N.D. Cal.). "Change of Control" means, as to a subject party, a transaction or a series of related transactions in which (a) a Third Party or Related Parties who did not previously Control the subject party obtain Control of such party, or (b) the subject party merges with or transfers substantially all of its assets to a Third Party where the shareholders of the subject patty, immediately before the transaction or series of related transactions, own less than a fifty percent (50%) interest in the

1.5,

"Control" (including "Controlled" and other forms) of an entity means (a) beneficial ownership (whether directly or indirectly through entities or other means) of more than fifty percent (50%) ofthe outstanding voting securities of that entity, or (b) in the case of an entity that has no outstanding voting securities, having the power (whether directly or indirectly through entities or other means) presently to designate more than fifty percent (50%) of the directors of a corporation, or in the case of unincorporated entities, of individuals exercising similar functions, "Dally Patents" means all patents and utility models and applications therefor, including, without limitation, all continuations, continuations-in-part and divisionals thereof, in all countries of the world that (a) claim priority to U.S. Patent Application No. 08/882,252 and (b) are now or hereafter owned or controlled, and/or otherwise licensable, by Rambus and its Subsidiaries. "DDRlDDR2 Controller Products" means any Logic Integrated Circuit capable of controlling any DDRlDDR2 DRAM. "DDRlDDR2 DRAM" means double data rate (DDR), double data rate2 (DDR2), graphics double data rate (GDDR) and graphics double data 1'ate2 (GDDR2) DRAM, as wen as any mobile or low power versions of any such DRAMs, "Design" means any human or machine readable representation of a design, such as a circuit layout in a drawing or a register transfer level description (RTL) file, for any product, element or instrumentality. "Disputes" means the California Litigation and the ITC Litigation,
- 3Rambus and Freescale Confidential Information

1.6.

1.7, 1,8.

1.9.

1.10.

EXECUTION 1.11.

COpy

"DRAM" means any synchronous dynamic random access memory Integrated Circuit that has (a) data storage and retrieval as its sole purpose, and (b) no other function. "DRAM Controller Interface" means those portions of the circuitry ofa Logic Integrated Circuit capable solely of controlling or otherwise communicating with one or more DRAMs. "Effective Date" has the meaning set forth in the introductory paragraph. "Freescale" has the meaning set forth in the introductory paragraph.

1.12.

1.13.
1. 14.

1.15.
1.16.

"Freescale Patents" means Patents ofFreescale.
"Freescale Product" means any Logic Integrated Circuit first Sold by Freescale or its Subsidiaries solely under: (a) a trademark, trade name, logo or other indicia of origin ("Trademark") any of its Subsidiaries; or of Freescale or

where Freescalc or any of its Subsidiaries

(i)
(ii)

owns the entire design of such Logic Integrated Circuit with no limitations on how they may use such design; 01' has a license from the party or patties that created the design of such Logic Integrated Circuit, under which license Freescale can sell such Logic Integrated Circuit to any Third Party without any rnaterial restriction (including with respect to price or other terms); 01'

(iii)

I. 17.

"Integrated Circuit' means a single, discrete integrated circuit chip, whether in wafer, singulated die or packaged die form. For clarity, the term "Integrated Circuit" specifically excludes any substrate 011 which or to which such integrated circuit chip in packaged form may be physically attached. "ITC Litigation" means the matter' entitled In the Maller of Certain Semiconductor Chips

1.18.

and Products Containing Same, Inv. No. 337-TA-75J.
1.19. "License Agreement" has the meaning set forth in Section 4.1.

-4Rambus and Freeseale Confidential Information

EXECUTION COpy

1.20. "Licensed Product" means any DRAM Controller Interface and/or Serial Link Interface
of a Freescale Product, where Freescale or any of its Subsidiaries either (a) owns the entire design of such DRAM Controller Interface and such Serial Link Interface with no limitations on how they may use such design; or (b) has a license from the party or parties that created the design of such DRAM Controller Interface and such Serial Link Interface, under which license Freescale can sell such DRAM Controller Interface and such Serial Link Interface to any Third Party without any material restriction (including with respect to price 01' other terms). Notwithstanding anything to the contrary contained in this Section 1.20, any Integrated Circuit that contains a Rambus Leadership Product shall not constitute a Freescale Product for purposes of this Agreement unless Freeseale has in force a separate license from Rambus covering such Rambus Leadership Product.

1.21. "Logic Integrated Circuit" means any Integrated Circuit other than an Integrated Circuit
the primary purpose of which is data storage and/or retrieval. 1.22. "Other Products" means any Logic Integrated Circuit capable of controlling any of the following DRAM: Single data rate (SDR), double data rate 3 (DDR3), graphics double data rate 3 (ODDR3), graphics double data rate 4 (GDDR4) and graphics double data rate 5 (GDDRS) DRAM, as well as any mobile or low power versions of any such DRAM.
1.23.

"Party" and "Parties" have the meanings set forth in the introductory paragraph.

1.24. "Patent Family", with respect to a given patent (each a "Parent Patent"), means (a) the Parent Patent; (b) any and all reexaminations, reissues, extensions, divisionals, substitutions, continuations, continuations-in-part of such Parent Patent; (c) any and all patents and patent applications from which such Parent Patent directly or indirectly claim priority; and (d) any and all other patents and patent applications that directly or indirectly claim priority from such Parent Patent (including any patent subject to a terminal disclaimer referencing such Parent Patent). including, without limitation, any and all foreign applications or patents, or certificates of invention corresponding thereto. 1.25. "Patents" means any patents and utility models and applications therefor, including, without limitation, all continuations, continuatlons-in-part and divisionals thereof, in all countries of the world that are now or hereafter (a) owned 01' controlled by the applicable Pa11yhereto and its Subsidiaries and/or (b) otherwise licensable by the applicable Party hereto and its Subsidiaries, in each case or (a) and (b) where such Party and its Subsidiaries have the tight to grant the licenses, sublicenses or other rights and covenants of tile scope granted herein and without obligation of payment to any Third Party, except that, with respect to Rambus, and notwithstanding its Third Party payment obligation, "Patents" shall also include the Dally Patents.

1.26. 1.27. "Rambus" has the meaning set forth in the introductory paragraph.
-5Rambus and Freescale Confidential Information

EXECUTION 1.28.

COpy

1.29.
1.30,

"Rambus Patents" means Patents of Ram bus. means any Technical Specification that is first designed and developed (as demonstrated by customary means, including, but not limited to, engineering notebooks) by, or on behalf of, Rambus 01' any of its Subsidiaries, over which Rambus and/or any of its Subsidiaries has exclusive control and that neither Rambus nor any of its Subsidiaries has voluntarily (a) disclosed except under a confidentiality 01" non-disclosure agreement; or (b) proposed or disclosed to any standards setting organization, "Related Parties" means two 01' more entities (a) who are Affiliates of one another or (b) who, through contract, arrangement or agreement are bound or have otherwise agreed to exercise their aggregate beneficial ownership, rights and lor contractual power under any of the circumstances as described under Section 1.5 with respect to any subject party in order to Control such subject party. "Release Amount" has the meaning set forth in Section 2.1. "Sell" (including "Sold" and other forms) means to sell, lease, 01' otherwise transfer or dispose of a product or item, or if the product is used by a Party hereto for its own business, then such use shall also be deemed a Sale. capable solely of (a) de-serializing the data received by Stich Integrated Circuit from such other Integrated Circuit andlor (b) serializing the data originating on such Integrated Circuit prior to transmitting such data to such other Integrated Circuit.
"Rambus Proprietary Specification"

1.31.

1.32.
1.33.

1.34. "Serial Link Interface" means those portions of the circuitry of a logic Integrated Circuit

1.35.

"Subsidiary" means for an identified entity, any entity Controlled by the identified entity, but only for so long as such Control exists. "Technical Specification" means a final specification for an optical, RF, electrical, mechanical, 01' software component that describes all of the characteristics of such component necessary for such component to operate. As example, the written description of an electrical interface (including timing and signaling parameters and characteristics) for a data bus connecting two (2) Integrated Circuits would meet the definition of a Technical Specification provided that such interface description specified all of tile signals necessary for such data bus to function. "Third Party" means with respect to (a) Rambus or any Subsidiary of Ram bus, any entity that is not a Subsidiary of Ram bus, and (b) Freescale 01' any Subsidiary of Freescale, any entity that is not a Subsidiary of Freeseale,
-6 Rambus and Freeseale Confidentlal lnfermatlon

1.36.

t.37.

EXECUTION COpy

ARTICLE 2 - SETTLEMENT PAYMENTS

-7Rambus and Freeseale Confldential lnfonnation

EXECUTION COpy

-8-

Rambus and Preescale Confidential Information

EXECUTION COpy

ARTICLE 3 RELEASES 3.1. Release by Rambus. Effective as of the date Rambus receives all of the Release Amount required pursuant to Article 2.1 of this Agreement and provided that Freescale has not breached this Agreement, Rambus, on behalf of itself and its Subsidiaries, hereby irrevocably releases, acquits, and forever discharges Freescale, its Subsidiaries, its and their respective former or current directors and officers from any claims, counterclaims, defenses, demands, damages, debts, liabilities, accounts, actions and causes of action of any kind: (a) arising from 01' that could have been raised based upon the facts and circumstances alleged or asserted in any pleading, motion, brief or other paper filed by Rambus in the California Litigation or the ITC Litigation up until the Effective Date; and/or (b) alleging that any activities of Free scale and/or its Subsidiaries occurring prior to the Effective Date infringe any Rambus Patent, if such activities would have been licensed under the License Agreement had such license agreement been in effect at the time of such activities. Release by Freescale. Effective as of the date Rambus receives all of the Release Amount required pursuant to Article 2.1 of this Agreement and provided that Rambus has 110tbreached this Agreement, Freescale, on behalf of itself and its Subsidiaries, hereby irrevocably releases, acquits and forever discharges Rambus, its Subsidiaries, and its and their respective former or current directors, officers, employees, and attorneys from any claims, counterclaims, defenses, demands, damages, debts, liabilities, accounts, actions ami causes of action of any kind: (a) arising from or that could have been raised based upon the facts and circumstances alleged or asserted in any pleading, motion, brief or other paper filed by Freescale in the California Litigation or the ITC Litigation up until the Effective Date; and/or (b) alleging any activities of Ram bus and/or its Subsidiaries occurring prior to the Effective Date infringe any Freescale Patent, if such activities would have been licensed under the License Agreement had such license agreement been in effect at the time ofsuch activities. AdditiollalRelease by Freescale. Preescale, 011 behalfofitselfand its Subsidiaries, hereby irrevocably releases, acquits and forever discharges Rambus and its Subsidiaries from any defenses, claims, counterclaims, demands, damages, debts, liabilities, accounts, actions and causes of action of any kind that Freescale or its Subsidiaries might raise or assert in an effort to avoid, defer or modify its obligations under this Agreement, including but not limited to its obligation to make the payments due hereunder and thereunder, except as expressly permitted under this Agreement, including for instance and by way of example, claims or defenses based on the allegation, or on the finding, determination or judgment in any reexamination, action or other proceeding that one or more of the patent claims licensed under the License Agreement is invalid, unenforceable or not infringed, or that Rambus has committed any type of patent misuse, Releases Shall Remain Effective. Each of Ram bus and Freeseale acknowledges that, afterentering into this Agreement, they may discover facts different from, or in addition to, those they now believe to be true with respect to the conduct of the other Party, Each
-9Rambus and Freescale Confidential Information

3.2,

3.3.

3.4.

EXECUTION COPY of Rambus and Freeseale intends that the releases and discharges set forth in this Article 3 shall be, and shall remain, in effect in all respects as written, notwithstanding the discovery of any different or additional facts. 3.5. Certain Exclusions. For the avoidance of doubt:

(a) The releases contained in this Article 3 (other than the releases set forth in Article 3.3) shall apply solely to activities of the Parties and their respective Subsidiaries occurring prior to the Effective Date. In no event shall the releases contained in this Article 3 apply to (i) any Third Party that may acquire or merge with any Party or its Subsidiaries or (ii) any Third Party, portion of a Third Party, and/or any portion of the assets of any business of a Third Party that may be acquired by or merge with any Patty or its Subsidiaries, in each case after the Effective Date. (b) The releases contained in this Article 3 are not intended to and do not extend to any defendant or respondent in either the California Litigation 01" the ITC Litigation (or any of their Subsidiaries) other than Freescale and its Subsidiaries, 3.6. Dismissals and Other Provisions Tenninating the Disputes. On the execution date of this Agreement, Freescale and Rambus, through their respective counsel, shall execute or cause to be executed stipulations for dismissal or termination dismissing without prejudice all of the claims, counterclaims, cross-claims and cross-complaints asserted against one another (but only as to one another and not to the extent asserted against other defendants or respondents, except, however, such stipulations for dismissal will dismiss assertions against a Licensed Product incorporated in a product of a Freescale customer respondent) in either the California Litigation and/or the ITC Litigation in the forms attached hereto as Exhibits B-1 through B-2. Within five (5) business days of the Effective Date, Freescale and Rambus, through their respective counsel, shall cause such stipulations for dismissal to be entered. Costs and Attorneys' Fees. The Parties agree that each will pay its own costs and attorneys' fees associated with the California Litigation and the fTC Litigation. No Admission. Nothing contained in this Agreement, 01' done or omitted in connection with this Agreement, is intended as, or shall be construed as, an admission by any Party of any fault, liability or wrongdoing. ARTICLE 4 OTHER AGREEMENTS 4.1. Concurrent with the execution and delivery of this Agreement, and as an integral part of the overall consideration received by the Parties in respect of their releases under this Agreement, the Parties and/or their Subsidiaries shall enter into the License Agreement in the form attached hereto as Exhibit A (the "License Agreement"). ARTICLE 5 WARRANTIES Each Party represents, warrants and covenants, on behalf of itself and its Subsidiaries, to the other Party as ofthe execution date of this Agreement:
-10Rambus and Freescale Confldential lnformation

3.7. 3.8.

EXECUTION 5.1.

COPY

Due Organization. Such Party is duly organized, validly existing and in good standing under the laws of its jurlsdlctlon of formation with the requisite corporate authority to own and lise its properties and assets and to carryon its business as currently conducted. Due Authorization: Enforceability. Such Party has the requisite corporate or other authority to enter into, and to grant the releases and discharges, make the covenants, and consummate the transactions contemplated by, this Agreement, 011 behalf of itself and its Subsidiaries, and otherwise to carry out its and its Subsidiaries' obligations hereunder. The execution, delivery and performance of this Agreement by such Party and its Subsidiaries has been duly authorized by all necessary action of such Party and its Subsidiaries, and no other act 01' proceeding on the part of or on behalf of such Party and its Subsidiaries is necessary to approve the execution and delivery of this Agreement, the performance by such Party and its Subsidiaries of their obligations hereunder and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by such Party and constitutes a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to 01' affecting creditors generally, by general equity principles or by limitations 011 indemnification pursuant to public policy. No Conflicts; No Consents. The execution, delivery and performance of this Agreement by such Party and its Subsidiaries, including but not limited to the granting ofthe releases and discharges contemplated hereby, will not infringe any law, regulation, judgment or order applicable to such Party and its Subsidiaries and is not and wil1 not be contrary to the provisions of the constitutional documents of such Party and its Subsidiaries and will not (with 01' without notice, lapse of time 01' both) result in any breach of tile terms of, or constitute a default under, any instrument or agreement to which such Party and its Subsidiaries is a party or by which it 01' its property is bound. All consents and approvals of any court, government agencies 01' other regulatory body required by such Party and its Subsidiaries for the execution, delivery and performance of the terms of this Agreement have been obtained and are in full force and effect. No Assignment of Claims. Each Party represents and warrants that it has not assigned, transferred 01' granted to any Third Party any rights 01' interests with respect to any claim 01' cause of action, or any right(s) underlying any claim 01' cause of action, it had, has, 01' may have against the other or its Subsidiaries as of, or prior to, the Effective Date of th is Agreement.

5.2.

5.3.

5.4.

ARTICLE 6 NOTICES AND OTHER COMMUNICATIONS
6.1. Notices. All notices and other communications required or permitted hereunder shall be in writing and shall be (a) mailed by first class air mail (registered or certified if available), postage prepaid. or otherwise delivered by hand, by messenger, addressed to the addresses set forth below, or (b) delivered by facsimile to the facsimile number set forth below. Each Party may change its address 01' facsimile number for notices by providing a notice to the other Party in the manner set forth hereln, Such notices shall be deemed to have. been effective when delivered or, if delivery is not accomplished by -11Rnmbus and Freescale Confidential Information

EXECUTION COPY reason of some fault or refusal of the addressee, when tendered (which tender, ill the case of mail, shall be deemed to have occurred lipan posting, and in the case of facsimile, shall be deemed to have occurred upon transmission). All notices shall be in English. If to Rambus: Rambus Inc. 1050 Enterprise Way, Suite 700 Sunnyvale, Califoruia 94089 Telephone: +1-408-462-8000 Facsimile: +1-408-462-8001 Attention: SVP, Licensing With copy to: General Counsel If to Freescale: Freescale Semiconductor, Inc. 6501 William Cannon Drive West Austin, Texas 78735 Telephone: + 1-512-895-2193 Facsimile: + 1-512-895-3982 Attention: General Counsel ARTICLE 7 SUCCESSORS AND ASSIGNS 7.1. Successors and Assigns. Subject to the limitation in Sections 3.5 and 9.9, this Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective heirs, successors and assigns, and upon any corporation, limited liability partnership, limited liability company, or other entity into or with which any Party hereto may merge, combine or consolidate. For the avoidance of doubt, this provision does not govern the rights or obligations of successors or assigns of the Parties under the License Agreement. The releases, dismissals and covenants granted by each Party and its Subsidiaries under this Agreement (but not any benefits received by such Party or its Subsidiaries under this Agreement) shall run with (a) in the case of Freescale, the Freescale Patents or (b) in the case of Rambus, the Rambus Patents, and remain in full force and effect regardless of any subsequent assignment, sale or other transfer of any such Freescale Patents 01' Rambus Patents or any rights or interests therein. Any such assignment, sale, or transfer of rights in contravention ofthe foregoing shall be null and void ab initio and of 110 force or effect. ARTICLE 8 DISPUTE RESOLUTION 8.1. Govel'l1ing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without giving effect to any choice-of-law or conflictof-law provision 01' rule (whether of the State of California or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of California.

-12Rambus and Freeseale Confldential Information

EXECUTION COpy 8.2. JlIl'isdiction and Venue. Any legal action, suit or proceeding arising under, or relating to, this Agreement, shall be brought in the United States District Court for the Northern District of California or, if such court shall decline to accept jurisdiction over a particular matter, in the Santa Clara Superior Court, and each Party agrees that any such action, suit Or proceeding may be brought only in such courts. Each Party further waives any objection to the laying of jurisdiction and venue for any such suit, action or proceeding in such courts, ARTICLE 9 MISCELLANEOUS 9.1. the License Agreement, and upon execution, the embody the entire understanding of the Parties with respect to matter and merges all prior oral 01' written communications between them, and neither of the Parties shall be bound by any conditions, definitions, warranties, understandings, or representations with respect to the subject matter hereof other than as expressly provided herein. No oral explanation 01' oral information by either Party hereto shall alter the meaning 01' interpretation of this Agreement. No Rule of Strict Construction. Regardless of which Patty may have drafted this Agreement or any part thereof, no rule of strict construction shall be applied against either Party. For the avoidance of doubt "includes", "including", "included", and other variations of such terms shall be deemed to be followed by the phrase "without limitation". Severability. Ifany provision of this Agreement is held to be invalid or unenforceable, the meaning of such provision shall be construed, to the extent feasible, so as to render the provision enforceable, and ifno feasible interpretation shall save such provision, (a) a suitable and equitable provision shall be substituted therefore in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid 01' unenforceable provision, and (b) the remainder of this Agreement shall remain in full force and effect. Modification; Waiver. No modification or amendment to this Agreement, nor any waiver of any rights, wi II be effective unless assented to in writing by the Patty to be charged, and the waiver of any breach or default will not constitute a waiver of any other right hereunder or any subsequent breach 01' default. Counterparts. This Agreement may be executed in two (2) 01' more counterparts, all of which, taken together, shall be regarded as one and the same instrument. Bankruptcy Code. All rights, licenses, privileges, releases, and immunities granted under this Agreement shall be deemed to be, for the purposes of Section 365(n) of the U.S. Bankruptcy Code, as amended (the "Bankruptcy Code"), licenses of'rights to "intellectual property" as defined under Section lOl(35A) of the Bankruptcy Code. The Parties agree that each ofthe Parties shall retain and may fully exercise all of'their respective rights and elections under the Bankruptcy Code. The Patties further agree that, in the event that any proceeding shall be instituted by or against a Party seeking to adjudicate it as bankrupt 01' insolvent, or seeking liquidation, winding up, reorganization, arrangement,
-13Rambus and Freescale Confidential Infonnatlon

9.2.

9,3.

9.4,

9.5. 9.6.

EXECUTION COPY adjustment, protection, relief or composition of that Party or that Party's debts under any law relating to bankruptcy, insolvency, or reorganization or relief of debtors, or seeking an entry of an order for relief or the appointment of a receiver, trustee 01' other similar official for that Party 01' any substantial part of its property or if a Patty hereto shall take any action to authorize any of the foregoing actions, the other Party shall have the right to retain and enforce their respective rights under this Agreement in accordance with the Bankruptcy Code. 9.7. Relationship of the Parties. Nothing contained in this Agreement shall be construed as creating any association, partnership, joint venture or the relation of principal and agent between Rambus and Freescale. Each Party is acting as an independent contractor, and no Party shall have the authority to bind any other Patty 01' its representatives in any way. Headings and Recitals. The headings of the several articles and sections are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement. The recitals to this Agreement are intended to be a part of and affect the meaning and interpretation of this Agreement. No Assignment. This Agreement is personal to the Parties, and the Agreement and/or any right or obligation hereunder is not assignable. whether in conjunction with a change in ownership, merger, acquisition, the sale or transfer of all, or substantially all or any part of either Patty's or any of the irrespective Subsidiaries business or assets or otherwise, voluntarily, by operation of law, reverse triangular merger 01' otherwise, without the prior written consent of the other Party, which consent may be withheld at the sole discretion of such other Party. Any such purported or attempted assignment or transfer in violation of the foregoing shall be deemed a breach of this Agreement and shall be null and void. Notwithstanding the foregoing, either Party shall be entitled to, and each Party hereby agrees to, assign this Agreement to a successor to all or substantially all of a . to of
n('("'I'I(\I'~lfl(1,n

9.8.

9.9.

9.10. 9.11.

Authodty. Each Party represents that it is fully authorized to enter into the terms and conditions of, and to execute, this Agreement, No Third Party Beneficiaries. Unless otherwise expressly stated herein, nothing in this Agreement, express 01' implied. is intended to confer upon any person other than the Parties hereto 01' their respective permitted assignees, successors In interest, and Subsidiaries any rights 01' remedies under 01' by reason of this Agreement. Further Actions, Each of the Parties hereto agrees to take and cause its Subsidiaries to take any and all actions reasonably necessary in order to effectuate the intent. and to carry out the provisions, of this Agreement. Public Disclosures and Confidentiality. Within seventy-two (72) hours, but not earlier than twenty-four (24) hours, after the execution of this Agreement by both Parties, Rambus may issue a press release in the form attached hereto as Exhibit D. _
- 14Rambus and Freeseale Cenfldential lnfotmation

9.12.

9.13.

EXECUTION COPY Each Patty agrees that only the announcement > each Party shall be entitled to disclose the general scope and nature of this Agreement but that the specific terms and conditions of this Agreement, to the extent not already disclosed pursuant to the aforementioned announcement, shall be treated as confidential and that neither Party will disclose such terms or conditions to any Th lrd Party without the prior written consent of the other Party; provided, however, that each Party may disclose the terms and conditions of this Agreement: (a) (b) as required by any court or other governmental body; as otherwise required by law;

(c) as otherwise may be required by applicable securities and other law and regulation, including to legal and financial advisors in their capacity of advising a Party in such matters, so long as the disclosing Party shall seek confidential treatment of such terms and conditions to the extent reasonably possible; (d) (e) to legal counsel, accountants, and other professional advisors of the Parties; in confidence, to banks, investors and other financing sources and their advisors;

(t) in connection with the enforcement of this Agreement or rights under this Agreement;

(g) during the course of litigation so long as the disclosure of such terms and conditions are restricted in the same manner as is the confidential information of other litigating patties and so long as (A) the restrictions are embodied in a court-entered protective order limiting disclosure to outside counsel and (8) the disclosing Party informs the other Party in writing at least ten (10) business days in advance of the disclosure and discusses the nature and contents of the disclosure, in good faith, with the other Party; (h) in confidence, in connection with an actual or prospective merger or acquisition or similar transaction; or
(i)

in confidence, to the Massachusetts

Institute of Technology.

Upon execution of this Agreement, or thereafter, either Party, in its discretion, shall be entitled to file a copy of this Agreement with the U.S. Securities and Exchange Commission, so long as such Patty seeks confidential treatment of such agreement to the extent reasonably possible and gives the other Party at least twenty-four (24) hours notice prior to the filing.

- 15Rambus and Freescale Confidential Information

EXECUTION COpy IN WITNESS WHEREOF, this Agreement has been duly and executed and delivered by the duly authorized officers of the Parties hereto as of the date first written above.

RAMBUSINC.

FREESCALE SEMICONDUCTOR, INC.

Date: _--:::.J=unc:.:;e:......::.:,.2,,_. -::;2:.;:_01.;_1'--

_

-16Rambes and Freeseele Confidential Information

EXECUTION COpy
Exhibit A Form of License Agreement

-17Rambus and Freescale Confidential Information

EXECUTION COpy

PATENT LICENSE AGREEMENT BETWEEN RAMBUSINC. AND FREE SCALE SEMICONDUCTOR, INC.

R<\mbus and Freescale Confidentiallnformation

EXECUTION PATENT LICENSE AGREEMENT

COpy

This PATENT LICENSE AGREEMENT ("Agreement") is made and entered into as of the first day of January, 201 ] ("Effective Date") by and between Rambus Inc., a corporation duly organized and existing under the laws of Delaware, U.S.A., having its principal place of business at 1050 Enterprise Way, Suite #700, Sunnyvale, California 94089 (hereinafter "Rambus") and Freescale Semiconductor, Inc., a corporation duly organized and existing under the laws of Delaware, U.S.A., having its principal place of business at 6501 William Cannon Drive West, Austin, Texas 78735 (hereinafter "Freescale"). Freescale and Rambus may hereinafter be referred to collectively as the "Parties" and individually as a "Patty." WHEREAS, Rambus and Freescale are patties to a number of disputes relating to certain Freescale products and Rambus patents, and both Parties recognize that, without this Agreement, either Patty could, after the Effective Date, assert other patent claims against each other; WHEREAS, the Parties recognize that litigation of such disputes is inherently uncertain, and is subject to certain risks and to various possible outcomes, some of which would be more favorable to Rambus, and some of which would be more favorable to Freeseale; WHEREAS, concurrent with the execution and delivery of this Agreement, the Parties have executed a Settlement Agreement ("Settlement Agreement") to eliminate the risks associated with such litigation and to enter into a comprehensive resolution to compromise, settle and release certain existing disputes between them, and to compromise, resolve and avoid other disputes that may arise after the Effective Date with respect to either Party's products and patents; WHEREAS, as part of such comprehensive into this Agreement; and resolution, the Parties have agreed to enter

WHEREAS, entering into this Agreement and the Settlement Agreement, and the exchange of consideration provided for therein, will not be construed as an admission of liability or fault by either Party. NOW, THEREFORE, in. consideration of the mutual covenants and premises contained herein, and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the Parties, the Parties agree as follows: 1. 1.1
DEFINITIONS

1,2

"Affiliate" means, for an identified entity, any other entity that (a) is a Subsidiary of such identified entity; or (b) Controls or is under common Control of such identified entity, but only so long as such Control exists.
-2Rambus and Freescale Confidential Information

EXECUTION COpy
J.3

"Change of Control" means, as to a subject party, a transaction or a series of related

transactions in which (a) a Third Party or Related Patties who did not previously Control
the subject party obtain Control of such patty, or (b) the subject party merges with 01' transfers substantially all of its assets to a Third Party where the shareholders of the subject party, immediately before the transaction or series of related transactions, own less than a fifty percent (50%) interest in the after the transaction or series of related transactions.

1.4

"Control" (including "Controlled" and other forms) of an entity means (a) beneficial ownership (whether directly or indirectly through entities or other means) of more than fifty percent (50%) of the outstanding voting securities of that entity, or (b) in the case of an entity that has no outstanding voting securities, having the power (whether directly or indirectly through entities or other means) presently to designate more than fifty percent (50%) of the directors ofa corporation, or in the case of unincorporated entities, of individuals exercising similar functions. "Dally Patents" means all patents and utility models and applications therefor, including, without limitation, all continuations, continuations-in-pall and divisionals thereof, in all countries of the world that (a) claim priority to U.S. Patent Application No. 08/882,252 and (b) are now or hereafter owned or controlled, and/or otherwise licensable, by Rambus and its Subsidiaries. "Design" means any human or machine readable representation of a design, such as a circuit layout in a drawing or a register transfer level description (RTL) file, for any product, element or instrumentality. "DRAM" means any synchronous dynamic random access memory Integrated Circuit that has (a) data storage and retrieval as its sole purpose, and (b) no other function. "DRAM Controller Interface" means those portions of the circuitry of a Logic Integrated Circuit capable solely of controlling or otherwise communicating with one or more DRAMs. "Effective Date" has the meaning assigned in the first paragraph of this Agreement. "Freescale Applicable Patent Claims" are defined and determined separately for each specific product. For each such product, a Freeseale Applicable Patent Claim means each claim of a Freescale Patent directly infringed by the making (including having made),

1.5

1.6

1.7 1.8

1.9 1.10

-3 Rambus and Freescale Confldennsl Infermation

EXECUTION lise, Sale, Offer for Sale 01' importation of such product on a stand-alone combination with any other circuits, products or components. 1.11 1.12 "Freescale Patents" means Patents of Freescale.

COpy

basis and not in

"Freescale Product" means any Logic Integrated Circuit first Sold by Freescale or its Subsidiaries solely under: (8) a trademark, trade name, logo or other indicia of origin ("Trademark") Freescale or any of its Subsidiaries; or of

(i)

owns the entire design of such Logic Integrated Circuit with no limitations on how they may use such design; 01' has a license from the party 01' parties that created the design of such Logic Integrated Circuit, under which license Freescale can sell such Logic Integrated Circuit to any Third Party without any material restriction (including with respect to price or other terms); or

(ii)

(iii)

1.13

"Indirect Infringement" means any form of alleged patent or utility model infringement where the accused infringer is not directly infringing the subject patent or utility model right(s), but is in some manner contributing to a Third Party's direct infringement of such right(s) by, fa!' example (and without limitation), supplying designs, parts or instructions to the Third Party that enable such Third Party to infringe directly such rightts), Indirect Infringement includes, without limitation, contributory infringement and inducing infringement. "Integrated Circuit' means a single, discrete integrated circuit chip, whether in wafer, singulated die or packaged die form. For clarity, the term "Integrated Circuit" specifically excludes any substrate on which or to which such integrated circuit chip in packaged form may be physically attached. "Licensed Product" means any DRAM Controller Interface and/or Serial Link Interface of a Freescale Product, where Freescale or any of its Subsidiaries either (a) owns the entire design of such DRAM Controller Interface and such Serial Link Interface with no limitations on how they may lise such design; or (b) has a license from the party or parties that created the design of such DRAM Controller Interface and such Serial Link Interface, under which license Freescale can sell such DRAM Controller Interface and such Serial Link Interface to any Third Party without any material restriction (including -4Rambus and Freescale Confidential Information

1.14

1.15

EXECUTION COPY with respect to price or other terms). Notwithstanding anything to the contrary contained in this Section 1.15, any Integrated Circuit that contains a Rambus Leadership Product shall not constitute a Preescale Product for purposes of this Agreement unless Freescale has in force a separate license from Rambus covering such Rambus Leadership Product. 1.16 1.I7 "Logic Integrated Circuit" means any Integrated Circuit other than all Integrated Circuit the primary purpose of which is data storage and/or retrieval. "Patents" means any patents and utility models and applications therefor, including, without limitation, all continuations, continuations-in-part and divisionals thereof, in all countries of the world that are now or hereafter (a) owned or controlled by the applicable Party hereto and its Subsidiaries and/or (b) otherwise licensable by the applicable Party hereto and its Subsidiaries, in each case of (a) and (b) where such Party and its Subsidiaries have the right to grant the licenses, sublicenses or other rights and covenants of the scope granted herein and without obligation of payment to any Third Party, except that, with respect to Rambus, and notwithstanding its Third Party payment obligation, "Patents" shall also include the Dally Patents.

1.20

"Quarterly License Payment" has the meaning ascribed to such term in Section 5.1.

1.23

"Rambus Applicable Patent Claims" are defined and determined separately for each specific product. For each such product, a Rambus Applicable Patent Claim means each claim of a Rambus Patent directly infringed by the making (including having made), use. Sale, Offer for Sale 01" importation of such product on a standMalonebasis and not in combination with any other circuits, products or components.

1.24

-5Rambus and Freescale Confidential Informntion

EXECUTION COPY 1.25 1.26 "Rambus Patents" means Patents of Rambus. "Rambus Proprietary Specification" means any Technical Specification that is first designed and developed (as demonstrated by customary means, including, but not limited to, engineering notebooks) by, or on behalf of, Rambus or any of its Subsidiaries, over which Rambus and/or any of its Subsidiaries has exclusive control and that neither Rambus nor any of its Subsidiaries has voluntarily (a) disclosed except under a confidentiality or non-disclosure agreement; or (b) proposed or disclosed to any standards setting organization. "Related Parties" means two or more entities (a) who are Affiliates of one another or (b) who, through contract, arrangement or agreement, are bound or have otherwise agreed to exercise their aggregate beneficial ownership, rights and/or contractual power under any of the circumstances as described under Section 1.4 with respect to any subject party in order to Control such subject party. "Release Amount" has the meaning as defined in Section 2. t of the Settlement Agreement, "Sell" (including "Sold" and other forms) means to sell, lease, 01' otherwise transfer or dispose of a product or item, or if the product is used by a Patty hereto for its own business, then such lise shall also be deemed a Sale. "Serial Link Interface" means those portions of the circuitry of a Logic Integrated Circuit capable solely of (a) de-serializing the data received by such Integrated Circuit from such other Integrated Circuit and/or (b) serializing the data originating on such Integrated Circuit prior to transmitting such data to such other Integrated Circuit. "Subsidiary" means, for an identified entity, any entity Controlled by the identified entity, but only for so long as such Control exists. "Technical Specification" means a final specification for an optical, RF, electrical, mechanical, or software component that describes all of the characteristics of such component necessary for such component to operate. As example, the written description of an electrical interface (including timing and signaling parameters and characteristics) for a data bus connecting two (2) Integrated Circuits would meet the definition of a Technical Specification provided that such interface description specified all of the signals necessary for such data bus to function. "Term" means the period provided for under Section 7. I below. "Third Party" means, with respect to (a) Rambus or any Subsidiary of Rambus, any entity that is not a Subsidiary of Ram bus, and (b) Freescale, 01' any Subsidiary of Freescale, any entity that is not a Subsidiary of Freescale.

1.27

1.28 1.29

1.30

1.31 1.32

1.33 1.34

-6Rambus and Freescale Cenfldentlal lnformatlon

EXECUTION COpy
2. GRANT OF RIGHTS

2.1

License to Freescale, Subject to the terms and conditions ofthis Agreement, Rambus, on behalf of itself and its Subsidiaries, hereby grants to Freeseale and its Subsidiaries, for each Licensed Product: a non-exclusive, non-transferable, royalty-bearing, worldwide license during the Term, without the right to sublicense, solely under the associated Rambus Applicable Patent Claims for such Licensed Product, to (a) make (including have made) such Licensed Product, and (b) use, Sell, offer for Sale and/or import such Licensed Product made or have made by Freescale and/or its Subsidiaries. License to Rambus, Subject to the terms and conditions of this Agreement, Freescale, on behaif'of'Itself and its Subsidiaries, hereby grants to Rambus and its Subsidiaries, for each Rarnbus Leadership Product: a non-exclusive, non-transferable, fully paid-up, worldwide license during the Term, without the right to sublicense, solely under'the associated Freescale Applicable Patent Claims for such Rambus Leadership Product, to (a) make (including have made) such Rambus Leadership Product, and (b) use, Sell, offer for Sale and/or import such Rarnbus Leadership Product made or have made by Rambus and/or its Subsidiaries,

2,2

2.3

2.4

No Release, No Implied (a)

01'

Othel' Rights and Licenses,

The licenses granted and covenants made herein apply solely to those products and activities expressly provided for in this Agreement. Nothing in this Agreement shall be deemed to, and shall not be construed to, constitute any release, forbearance, forfeiture or other waiver of any rights of either Party or their respective Subsidiaries to enforce any of their respective intellectual property rights with respect to any activities undertaken by either Party, their respective Subsidiaries and/or any other Third Party to the extent not expressly granted or made hereunder. Except as expressly provided for under this Agreement, no authorization, release, license, covenant or other right is granted or made, by implication, estoppel, -7-

(b)

Rambus lind Frcescale Confidential Information

EXECUTION COpy acquiescence or otherwise under this Agreement, to either Party, their respective Subsidiaries and/or any other Third Party under any patents, utility models, patent or utility model claims, or other intellectual property rights now or hereafter owned or controlled by either Party 01' their respective Subsidiaries. (c) Except as expressly provided for under Section 2.3 of this Agreement, none of the terms of this Agreement shall be deemed to, and shall not be construed to, constitute, whether by implication, estoppel, acquiescence or otherwise, (i) an authorization by either Party, their respective Subsidiaries and/or any other Third Party to Sell, offer for Sale and/or import any product (1) in or for combination with any other element (including, but 110t limited to any function or feature), product 01" instrumentality; or (2) unconditionally for use in or for combination with any other element (including, but not limited to any function 01' feature), product or instrumentality; or (ii) a waiver by either Party or their respective Subsidiaries of any liability for infringement based on either Party's, their respective Subsidiaries' and/or any other Third Party's use, Sale, offer for Sale and/or import of any product in combination with any other element (including, but not limited to any function or feature), product or instrumentality.

2.5

Obligations When Transferdng Patents. Each Party agrees that it shall take all actions necessary to ensure that any Third Party to whom any Patents are transferred, assigned or exclusively licensed or any right to enforce is granted (including any successor in interest thereto) is bound in writing to all covenants, licenses and other rights granted hereunder with respect to such transferred, assigned or exclusively licensed Patents.

- 8-

Rambus and Freescale Confidential Information

EXECUTION COPY

4. 4.1

SUBSIDIARIES~ FORMER SUBSIDIARIES AND NEW SUBSIDIARIES

Subsidiaries. The parties intend that this Agreement shall extend to all of each Party's Subsidiaries. The parties agree that, to the extent they are not already bound, each Patty shall ensure that all of its Subsidiaries (including, without limitation, all entities that become Subsidiaries after the Effective Date ("New Subsidiaries")) are bound by the terms of this Agreement. Without limiting the foregoing:
-9Rambus and Freescale Confldential Infbrmation

EXECUTION COPY
(a) each Party shall ensure that each New Subsidiary's patents, utility models and applications therefor are included within the definition of the relevant Party's applicable Patents; and each Party shall ensure that each New Subsidiary is bound, as applicable, by this Agreement. For clarity, this Agreement shall apply solely to the activities of a New Subsidiary occurring after the date such entity becomes a New Subsidiary and not to any activities of such entity occurring prior to such date.

(b) (c)

4.2

Fortner Subsidiaries. All rights and licenses granted to any Subsidiary of either Patty shall immediately and automatically terminate upon a Party ceasing to Control such entity ("Former Subsidiary"). However, if a Subsidiary of a Party that holds any patent or utility model or applications therefor that are subject to the rights and licenses granted hereunder becomes a Former Subsidiary, such rights and licenses granted by such Fonner Subsidiary (including every successor entity in interest to any such patents or utility 1110deJsnd applications therefor) shall continue in accordance with the terms of this a Agreement after such entity becomes a Former Subsidiary.
CONSIDERATION

5.

-10Rambus and Freescale Confidential Information

EXECUTION COpy

-llRambus and Freescale Confldentlal lnformatlon

EXECUTION COpy

-12Rambus and Freescale Confidential Information

EXECUTION

COpy

7. 7.1

TERM

& TERMINATION

Term. This Agreement shall commence on the Effective Date and shall continue in full force and effect for a term offtve from the Effective Date unless earlier terminated as hereinafter 1'\,·£,,,;(1,,,,1

7.2

Freescale's Right to Terminate. (a) Subject to full payment of the Release Amount, its Subsidiaries are not otherwise in breach of

(b)

Patent Challenges. If Rambus or any of its Subsidiaries challenges or contests the scope, validity or enforceability of any Freescale Patent(s) licensed hereunder (including, without limitation, seeking a declaratory judgment in any forum, filing any re-examination or opposition proceedings 01' the like, or assisting any other person or entity in such proceedings), Freescale shall have the right, at its option, to immediately terminate this Agreement upon sixty (60) days written notice. Nothing in this Section shall prevent either Party or its Subsidiaries from complying with any subpoena, government request or laws of any kind, and such compliance in a Third Party initiated proceeding, in and of itself, will not constitute contesting a patent described above.

7.3

Material Breach. A Party may terminate this Agreement upon notice if the other Party hereto (01' any of its Subsidiaries) commits a material breach of this Agreement and does not correct such breach within thirty (30) days after receiving written notice complaining thereof. Bankmptcy. Either Patty may terminate this Agreement effective upon written notice to the other Party ifthe other Party voluntarily files a petition in bankruptcy or, upon the commencement of an involuntary bankruptcy proceeding if that proceeding is not dismissed within ninety (90) days after tiling. Rambus' Right to Terminate. In addition to the rights set forth in Sections 7.3 and 7.4, Rambus shall have the following rights.
-13-

7.4

7.5

Rambus and Freescale Confidential Information

EXECUTION COpy (a) Failure to Pay. Subject to the cure period in Section 7.3, Rambus shall have the right to terminate this Agreement based on Freescale's failure to make any payment due in accordance with the terms and condition ofthis Agreement.

(b)

a Change of Control
Rambusmay le (or its successor in interest) notice of such termination within one hundred eighty (180) days after Rambus receives actual notice of the occurrence of such Change of Control. Rambus' failure 10 terminate this Agreement after a given Change of Control by Freescale shall not in any way 1 for of

Any

Rambus pursuant to any Iin accordance with this Section 7.5(b) shall be effective immediately prior to the effective date of such of Control. For ofthis Section 7.

(c)

Patent Challenges. If Freescale or any of its Subsidiaries challenges or contests the scope, validity 01' enforceability of any Rambus Patent(s) licensed hereunder (including, without limitation, seeking a declaratory judgment in any forum, filing any re-examination or opposition proceedings or the like, or assisting any other person or entity in such proceedings), Rambus shall have the right, at its option, to immediately terminate this Agreement upon sixty (60) days written notice. Nothing in this Section 7.5(c) shall prevent either Party 01' its Subsidiaries from complying with any subpoena, government request or laws of any kind, and such compliance in a Third Party initiated proceeding, in and of itself, will not constitute contesting a patent challenge described above.

- 14Rambus and Freescale Confidential Information

EXECUTION COPY
(d) Release Not Effective. Rambus shall have the right to terminate this Agreement if the releases set forth in Sections 3.1 and 3.2 of the Settlement Agreement do 110t become effective on or before July 31, 2011.

7.6

Survival. All payment obligations accruing prior to any termination or expiration of this Agreement shall survive any such termination or expiration. In addition, the following sections shall survive and remain in full force and effect after any termination or expiration of this Agreement: 1,2.4,3.4,5 and 6.1 (with respect to amounts owed but not yet paid prior to termination or expiration), 6.2,6.3,6.4,7.6, 8.2 and 9.
PRV.8S RELEASE

8.

& CONFIDENTIALITY

8.1 8.2

Press Release. A press release shall be issued as set forth in the Settlement Agreement. Confidentiality. Each Party agrees that, only after the announcement referenced in Section 8.1 above, each Party shall be entitled to disclose the general scope and nature of this Agreement but that the specific terms and conditions of this Agreement, to the extent not already disclosed pursuant to Section 8.1 above, shall be treated as confidential and that neither Party will disclose such terms or conditions to any Third Party without the prior written consent of the other Party; provided, however, that each Party may disclose the terms and conditions of this Agreement: (a) (b) (c) as required by any COUlt or other governmental body; as otherwise required by law; as otherwise may be required by applicable securities and other law and regulation, including to legal and financial advisors in their capacity of advising a Party in such matters so long as the disclosing Party shall seek confidential treatment of such terms and conditions to the extent reasonably possible; to legal counsel, accountants, and other professional advisors of the Parties; in confidence, to banks, investors and other financing sources and their advisors; in connection with the enforcement of this Agreement or rights under this Agreement; during the course of litigation so long as the disclosure of such terms and conditions are restricted in the same manner as is the confidential information of other litigating parties and so long as (i) the restrictions are embodied in a courtentered protective order limiting disclosure to outside counsel and (ii) the disclosing Party informs the other Party in writing at least ten (l0) business days in advance of the disclosure and discusses the nature and contents of the disclosure, in good faith, with the other Party; in confidence, in connection with an actual or prospective merger or acquisition or similar transaction; or
- 15Rambus and Freescale Confidential Information

(d) (e)
(t)

(g)

(h)

EXECUTION COpy
(i)

in confidence, to the Massachusetts

Institute of Technology.

Upon execution of this Agreement, or thereafter, either Patty, in its discretion, shall be entitled to file a copy of this Agreement with the U.S. Securities and Exchange Commission, so long as such Party seeks confidential treatment of such agreement to the extent reasonably possible and gives the other Party at least twenty-four (24) hours notice prior to the filing. 9.
9.1
MISCELLANEOUS

Disclaimers. (a) (b)

Nothing contained in this Agreement shall be construed as:

a warranty or representation by either Party as to the validity, enforceability, and/or scope of any intellectual property rights; imposing upon either Party any obligation to institute any suit or action for infringement of any intellectual property right, or to defend any suit or action brought by a Third Party which challenges or concerns the validity, enforceability 01' scope of any-intellectual property rights; imposing on either Party any obligation to file any application or registration with respect to any intellectual property rights 01' to secure or maintain in force any intellectual property rights; imposing on either Party any obligation to furnish any technical information or know-how; or imposing or requiring, whether by implication or otherwise, any support, maintenance or any technology deliverable obligations on either Party's or their respective Subsidiaries' part under this Agreement (and neither Patty nor any of their respective Subsidiaries are providing any support, maintenance or technology deliverables under this Agreement).

(c)

(d) (e)

9.2

Notices. All notices and other communications required or permitted hereunder shall be in writing and shall be (a) mailed by first class air mail (registered 01' certified if available), postage prepaid, or otherwise delivered by hand, by messenger, addressed to the addresses set forth below, or (b) delivered by facsimile to the facsimile number set forth below. Each Party may change its address or facsimile number for notices by providing a notice to the other Patty in the manner set forth herein. Such notices shall be deemed to have been effective when delivered or, if delivery is not accomplished by reason of some fault or refusal ofthe addressee, when tendered (which tender, in the case of mall, shall be deemed to have occurred upon posting, and in the case of'faesimile, shall be deemed to have occurred upon transmission). All notices shall be in English. If to Rarnbus: Rambus Inc. 1050 Enterprise Way, Suite 700 Sunnyvale, California 94089 Telephone: + 1-408-462-8000
- 16Rambus and Freescale Confidential Information

EXECUTION COpy Facsimile: Attention: With copy to: If to Freescale: Freescale Semiconductor, Inc. 6501 William Cannon Drive West Austin, Texas 78735 Telephone: +1-512- 895-2193 Facsimile: +1-512-895-3982 Attention: General Counsel 9.3 Governing Law & Venue. (a) This Agreement shall be governed by and construed ill accordance with the Laws of the State of California, without giving effect to any choice-or-law or conflictof-law provision or rule (whether of the State of California or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of California. Any legal action, suit 01' proceeding arising under, or relating to, this Agreement, shall be brought in the United States District Court for the Northern District of California or, if Stich court shall decline to accept jurisdiction over a particular matter, in the Santa Clara Superior Court, and each Party agrees that any such action, suit 01' proceeding may be brought only in such courts. Each Party further waives any objection to the laying of jurisdiction and venue for any such suit, action or proceeding in such courts.

+ 1-408-462-800 I
SVP, Licensing General Counsel

(b)

9.4

No Assignment. This Agreement is personal to the Patties, and the Agreement and/or any right or obligation hereunder is 110t assignable, whether in conjunction with a change in ownership, merger, acquisition, the sale or transfer of all, or substantially all or any part of either Patty's or any of their respective Subsidiaries business 01' assets or otherwise, voluntarily, by operation of law, reverse triangular merger 01' otherwise, without the prior written consent of the other Party, which consent may be withheld at the sole discretion of such other Party. Any Stich purported 01' attempted assignment or transfer in violation of the foregoing shall be deemed a breach of this Agreement and shall be null and void. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the Parties and their permitted successors and assigns. Notwithstanding the foregoing, either Party shall be entitled to, and each Party hereby agrees to, assign this Agreement to a successor to all or substantially all of a Party's assets in a transaction entered into of meornoranon

-17~ Rambus and Freeseale Confidential J nformatlon

EXECUTJON COpy 9.5 No Rule of Strict Construction. Regardless of which Party may have drafted this Agreement or any part thereof, no rule of strict construction shall be applied against either Party. For the avoidance of doubt "includes", "including", "included", and other variations of such terms shall be deemed to be followed by the phrase "without limitation" . Severability. If any provision of this Agreement is held to be invalid 01' unenforceable, the meaning of such provision shall be construed, to the extent feasible, so as to render the provision enforceable, and if no feasible interpretation shall save such provision, (a) a suitable and equitable provision shall be substituted therefore in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision, and (b) the remainder of this Agreement shall remain in full force and effect. the Settlement Agreement and, upon execution, the referenced in the Settlement Agreement, embody the with respect to the subject matter hereof, and merges all prior oral or written communications between them, and neither of the Parties shall be bound by any conditions, definitions, warranties, understandings, 01' representations with respect to the subject matter hereof other than as expressly provided herein. No oral explanation or oral information by either Party hereto shall alter the meaning or interpretation of this Agreement. Modification; Waiver. No modification or amendment to this Agreement, nor any waiver of any rights, will be effective unless assented to in writing by the Party to be charged, and the waiver of any breach or default will not constitute a waiver of any other right hereunder 01' any subsequent breach or default. Counterparts. This Agreement may be executed in two (2) or more counterparts, all of which, taken together, shall be regarded as one and the same instrument. Bankruptcy Code. All rights, licenses, privileges, releases, and immunities granted under this Agreement shall be deemed to be, for the purposes of Section 365(n) of the U.S. Bankruptcy Code, as amended (the "Bankruptcy Code"), licenses of rights to "intellectual property" as defined under Section 101(35A) of the Bankruptcy Code. The Parties agree that each of the Parties shall retain and may fully exercise all of their respective rights and elections under the Bankruptcy Code. The Parties further agree that, in the event that any proceeding shall be instituted by or against a Party seeking to adjudicate it as bankrupt 01' insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of that Party or that Party's debts under any law relating to bankruptcy, insolvency, or reorganization or relief of debtors, or seeking an entry of an order for relief or the appointment of a receiver, trustee or other similar official for that Party 01' any substantial part of its property or if a Party hereto shall take any action 10 authorize any of the foregoing actions, the other Party shall have the right to retain and enforce their respective rights under this Agreement in accordance with the Bankruptcy Code.

9.6

9.7

9.8

9.9

9.10

-18Rambus and Freescale Confidential Information

EXECUTION 9.11

COpy

Relationship of the Parties. Nothing contained in this Agreement shall be construed as creating any association, partnership, joint venture or the relation of principal and agent between Rambus and Freescale, Each Party is acting as an independent contractor, and no Party shall have the authority to bind any other Party or its representatives in any way. Headings and Recitals. The headings of the several articles and sections are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement. The recitals to this Agreement are intended to be a part of and affect the meaning and interpretation of this Agreement.

9.12

9.13

Further Actions. Each of the Parties hereto agrees to take and cause its Subsidiaries to take any and all actions reasonably necessary in order to effectuate the intent, and to carry out the provisions, of th is Agreement. Al.Ithol'ity. Each Party represents that it is fully authorized to enter into the terms and conditions of, and to execute, this Agreement.

9.14

-19Rambus and Freescale Confidential Information

EXECUTION COpy

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. RAMBUSINC. By:

~['I:H
Sharrm ~Iq It

FREESCALE SEMICONDUCTOR, INC.

Name:

.

_
~ Date: _ ___;J:;:.u:.:.:n.:::.e-=2:.z,_2:::~O~1~1~_~~ _

Title: SY f,[ 6M Scm,C(l/!.""""",,=-~~~~. Date: _ .......... .c _2=.1-' 2~(j.:..l1{'-,7U~n....

-20Rambus and Freescale Confidential Information

EXECUTION COPY
Exhibit B-1 Form of Stipulation For Dismissal in the California Litigation

Rambus and Freesoale Confidential1nformation

-rs-

1 2 3
4

5 6 7 8 9 10
11 12

GREGORY P. STONE (SBN 078329) gregory.stoneennto.com HEATHER E. TAKAHASHI (SBN 245845) heather. takahashitemto.com MUNGER, TOLLES & OLSON LLP 355 South Grand Avenue, 35th Floor Los Angeles, CA 90071-1560 Telephone: (213) 683-9100 Facsimile: (213) 687-3702 PETER A. DETRE (SBN 182619) peter.detretemto.com MUNGER, TOLLES & OLSON LLP 560 Mission Street, 27th Floor San Francisco, CA 94105 Telephone: (415) 512-4000 Facsimile: (415) 512-4077 Attorneys for Plaintiff RAMBUSINC.

GREGORY L. LIPPETZ (SBN ]54228) glippetz@jouesday.colIl JONES DAY 1755 Embarcadero Road Palo Alto, CA 94303 Telephone: (650) 739-3939 Facsimile: (650) 739-3900 Attorneys for Defendant FREESCALE SEMICONDUCTOR, INC.

13 14 15 16 17 18
19

UNITED STATES DISTRICI' COURT NORTHERN DISTRICI' OF CAUFORNIA SAN FRANCISCO DIVISION RAMBUS INC., Plaintiff,

Case No. 3:10-cv-05445-RS STIPULATION AND [PROPOSED] ORDER OF DISMISSAL

v.
FREESCALE SEMICONDUCTOR, INC., Defendant.

20
21

22 23
24 25 26 27 28
STIPULATION AND [pROPOSED] ORDER OF DISMISSAL CASE NO. 3:IO-CV-05445-RS

WHEREAS,

Plaintiff Rambus Inc. and Defendant Freescale Semiconductor, terms.

Inc. have

2

settled this matter on mutually-agreeable NOW, THEREFORE, Civil Procedure 41 (a)(1)(A)(ii),

3
4

on the basis of the settlement reached, pursuant to Federal Rule of IT IS HEREBY STIPULATED AND AGREED, by and between

5
6 7 8 9 10 II
12

the parties, through their undersigned counsel of record, that: I. This action be, and hereby is, voluntarily dismissed without prejudice in its entirety; 2. Each party shall bear its own costs and attorneys' 3. This Court shall retain jurisdiction parties. fees; and

to enforce the terms of the settlement between the

DATED:

, 2011

MUNGER, TOLLES & OLSON LLP

13 14 15 16 17 18
19 20 21 22 DATED: ,2011

By:.

__

Attorneys for RAMBUS INC.

JONES DAY

By:

_

Attorneys for Defendant FREESCALE SEMICONDUCTOR,

INC.

23 24 25
26 27

28
- 1STIPULATION AND [pROPOSED] ORDER OF DISMISSAL CASE NO. 3:10-CV-05445-RS

IT IS SO ORDERED.
2

3 4 5 6 7 8 9
10

Dated: United States District Court Judge

Honorable Richard Seeborg

II

12
13 14
15
16

17
18
19

20 21 22 23 24
25

26 27 28
-2-

STIPULATION AND [PROPOSED} ORDER OF DISMISSAL CASE NO.3: 1O-CV -OS445-RS

EXECUTION COpy
Exhibit B-2 Form of Stipulation For Dismissal in the ITC Litigation

-19Rambus and Freescale Confidential Information

UNITED STATES INTERNATIONAL TRADE COMMISSION WASHINGTON, D.C. Administrative Law Judge Hon. Theodore E. Essex

In the Matter of: CERTAIN SEMICONDUCTOR CHIlJS AND PRODUCTS CONTAINING THE SAME Investigation No. 337-TA·753

JOINT MOTION TO TERMINATE INVESTIGATION AS TO RESPONDENT FREESCALE ON THE BASIS OF SETTLEMENT AGREEMENT Complainant Rambus Inc. and Respondent Freescale Semiconductor, Inc. respectfully request that the above-captioned investigation of the United States International Trade Commission be terminated as to Freescale pursuant to Commission Rule 210.21(b) (19 C.F.R. § 210.21(b) in view of the Settlement Agreement, the supporting agreement referenced therein, and the Patent License Agreement (collectively, the "Agreements") between Rambus and Freescale.' There are no other agreements. written or oral, express or implied, between Rambus and Freescale concerning the subject matter of this Investigation. The Agreements include Confidential Business Information within the meaning of 19 C.F.R. § 201,.6. Rambus and Freescale, therefore. request that the Agreements be treated as

Confidential Business Information under the protective order (Order No.1) in this Investigation.

I The Agreements also resolve the infringement claims raised in Rambus's Complaint against certain products of Customer Respondents to the extent those claims were based solely on the incorporation of products from Freescale into such products of Customer Respondents. It does not, however, resolve any claims raised in Rambus's Complaint against non-Freescale products incorporated in any such products of Customer Respondents or any other products of Customer Respondents.

The Administrative Law Judge and the Staff are being served with an unredacted version of the confidential Agreements (Confidential Exhibit A), and counsel for non-settling Respondents in this Investigation are being served with a confidential version of the Agreements that redact financial terms (Confidential Exhibit B)? In compliance with Rule 21O.21{b), Rambus and

Freescale hereby file this public version of the motion to terminate, accompanied by a public version of the Agreements. (Exhibit C) Counsel for Rambus and Freescale have consulted with the Staff regarding this motion. The Staff will provide the position of the Office of Unfair Import Investigations after reviewing the attached papers in more detail. Because the public interest favors the termination of investigations through settlement in the interest of the public and administrative economy. Rambus and Freescale respectfully request that the Administrative Law Judge issue an initial determination terminating the above-captioned investigation as to Preescale in accordance with the provisions of 19 U.S.C. § 1337(c) and 19 C.F.R. § 210.21 (b) based on the accompanying agreements.

Dated: June _,201

]

See Certain Machine Yision Software, Machi1le Vision Systems, and Products Containing Same, Inv. No. 663-TA-680, Order No. 17 (Initial Determination), 2009 WL 3535542 (Oct. 26, 2009) (holding that counsel for non-settling respondents were not entitled to receive unredacted financial terms of settlement) ("it has been recognized, both in section 337 investigations and in district COUlt cases, that forcing settling respondents and complainants to reveal the precise terms of their settlements to non-settling respondents could discourage settlements, even if such disclosures were made only to counsel who have subscribed to the protective order."); Certain Hydraulic Excavators and Components Thereof isxv, No. 337-TA-582, Order No. 49, 2007 WL 2328098 (Aug. 13,2007) (ordering that only the public version of settlement agreement should be served on non-settling respondents) ("In order to foster settlement in this case, it is necessary to protect the exact terms of the settlement agreement against disclosure to the non-settling respondents.") .
2

2

J. Michael Jakes Doris Johnson Hines Christine E. Lehman Kathleen A. Daley Naveen Modi Luke J. McCammon FINNEGAN. HENDERSON, FARABOW, GARRETT & DUNNER, L.L.P. 901 New York Avenue, NW Washington, DC 20001-4413 Telephone: (202) 408-4000 Facsimile: (202) 408-4400 Michael J. McCabe Jason E. Stach Brannon C. McKay FINNEGAN, HENDERSON, FARABOW, GARRETT & DUNNER, L.L.P. 303 Peachtree Street, N.E. Sun Trust Plaza, Suite 3500 Atlanta, Georgia 30308-3263 Telephone: (404) 653-6400 Facsimile: (404) 653-6444
Attorneys for Complainant Rambus Inc.

Blaney Harper Ric Macchiaroli JONES DAY 51 Louisiana Avenue, N. W. Washington, DC 20001 Telephone: 202-879-3939 Facsimile: 202-626-1700 John M. Michalik JONES DAY 77 W. Wacker Dr., Suite 3500 Chicago, IL 60601 Telephone: 312-782-3939 Facsimile: 312-782-858 5
Attorneys for Respondent Freescale Semiconductor,

Inc:

3

UNITED STATES INTERNATIONAL TRADE COMMISSION WASHINGTON, D.C. Administrative Law Judge Hon. Theodore E. Essex

In the Matter of: CERTAIN SEMICONDUCTOR CHIPS AND PRODUCTS CONTAINING THE SAME Investigation No. 337..TA-753

MEMORANDUM IN SUPIJORT OF JOINT MOTION TO TERMINATE INVESTIGATION AS TO RESPONDENT FREESCALE ON THE BASIS OF SETTLEMENT AGREEMENT Complainant Rambus Inc. and Respondent Freescale Semiconductor, Inc. have jointly moved to terminate the above-captioned Investigation of the United States International Trade Commission pursuant to the provisions of 19 U.S.C. § 1331(c) and 19 C.F.R. § 210.21(b) in view of the Settlement Agreement, the supporting agreement referenced therein, and the Patent License Agreement (collectively, the "Agreements") between Rambus and Freescale. The

accompanying Agreements have been executed by Rambus and Freescale and are fully effective. These Agreements completely resolve the dispute between Rambus and Freescale in this Investigation. Rambus and Freescale aver that the accompanying Agreements reflect the entire and only agreements regarding the subject matter of this Investigation. There are no other

agreements written or oral, expressed or implied regarding the subject matter of this Investigation. Commission policy and the public interest generally favor settlements, which

preserve resources for both the Commission and the private parties, and termination based on a settlement agreement is routinely granted. See, e.g., Certain Equipment for Telecommunications or Data Communications Networks, Including Routers, Switches, and Hubs, and Components

4

Thereof, Inv. No. 337-TA-574, Order No. 27 at 4 (May 24, 2007) and Order No. 52 (September 8,2008); Certain Safety Eyewear and Components Thereof, Inv. No. 337-TA-433, Order No. 37 at 2 (November 3, 2000); Certain Synchronous Microprocessors, Dynamic Random Access Memory Devices,

and Products Containing Same, Inv, No. 337-TA-431, Order No. II at 2 (July

13, 2000); Certain Integrated Circuit Chlpsets, Components Thereof and Products Containing Same, Inv. No. 337-T A-428, Order No. 16 at 5 (August 22, 2000). Termination of this

Investigation with respect to Freescale pursuant to the Agreements will not have any adverse effect on the public health and welfare and/or competitive conditions in the United Slates. Accordingly, the Administrative Law Judge is authorized to issue an initial determination terminating this Investigation as to Freescale pursuant to 19 C.F.R. § 210.21 (b). Rambus and Freescale reached an agreement to settle this Investigation and entered into a Settlement Agreement, the supporting agreement referenced therein, and the Patent License Agreement. (Confidential Exhibit A). As set forth below, and ill accordance with 19 C.F.R. § 210.21 (b), Rambus and Freescale are providing three versions of the Agreements with this motion: • Confidential Exhibit A is the complete and unredacted Agreements and is being provided to the Administrative Law Judge and the Staff. • Confidential Exhibit B has financial terms redacted, but still contains Confidential Business Information, and is being provided to counsel in this Investigation for the non-settling Respondents. • Exhibit C is the public version of the Agreements.

This motion seeks to terminate the Investigation as to Freescale only. and the Investigation will proceed against the non-settling Respondents, who are not patties to the

5

Agreements. In order to promote settlement, Rambus and Freescale request that the sensitive financial information that is contained solely in the unredacted Agreements be maintained as confidential. Counsel for non-settling Respondents are being provided with a version of the Agreements containing all information except the most sensitive information that is only relevant to Rambus and Freeseale, and thus will suffer no prejudice. The Commission has previously approved providing non-settling respondents with redacted versions of settlement agreements in prior investigations. Certain Dynamic Random Access Memory Semiconductors and Products

Containing Same, Including Mell101)' Modules, Inv. No. 337-TA-707, Order No. 10 (Initial Determination) (June 29, 2010); Certain Automotive Multimedia Display and Navigation

Systems, Inv. No. 337·TA-657, Order No. 27 (Initial Determination) (June 23, 2009); Certain Machine Vision Software, Machine Ylsion Systems, and Products Containing Same, Inv. No. 663-TA-680, Order No. 17 (Initial Determination), 2009 WL 3535542 (Oct. 26, 2009) ("it has been recognized, both in section 337 investigations and in district court cases, that forcing settling respondents and complainants to reveal the precise terms of their settlements to nonsettling respondents could discourage settlements, even if such disclosures were made only to counsel who have subscribed to the protective order."); Cerra in Hydraulic Components Thel'eof Inv. No. 337-TA-582, Excavators and

Order No. 49, 2007 WL 2328098 (Aug. 13, 2007)

(ordering that only the public version of settlement agreement should be served on non-settling respondents) ("In order to foster settlement in this case, it is necessary to protect the exact terms of the settlement agreementagainst disclosure to the non-settling respondents. "). For the reasons set forth above, Rambus and Freescale respectfully request that the Administrative Law Judge issue an initial determination terminating the above-captioned

6

Investigation accompanying Dated: June~,

as to Freescale Agreements. 2011

in accordance

with

19 C.F.R.

§ 210.21 (b) based

on the

J. Michael Jakes Doris Johnson Hines Christine E. Lehman Kathleen A. Daley NaveenModi Luke J. McCammon FINNEGAN, HENDERSON, FARABOW, GARREIT & DUNNER, L.L.P. 901 NewYorkAvenue,NW Washington, DC 20001-44]3 Telephone: (202) 408-4000 Facsimile: (202) 408-4400

Blaney Harper Ric Macchiaroli JONES DAY 51 Louisiana Avenue, N. W. Washington, Telephone: DC 20001 202-879-3939

Facsimile: 202-626-1700

Jason E. Stach Brannon C. McKay FINNEGAN, HENDERSON, FARABOW, GARRETT & DUNNER, L.L.P. 303 Peachtree Street, N.E. Sun Trust Plaza, Suite 3500 Atlanta, Georgia 30308-3263 Telephone: (404) 653-6400 Facsimile: (404) 653-6444

Michael J. McCabe

John M. Michalik JONES DAY 77 W. Wacker Dr., Suite 3500 Chicago, IL 6060 I Telephone: Facsimile: 312-782-3939 312-782~858 5

Attorneys for Complainant

Attorneys for Respondent Freescale Semiconductor, Inc.

Rambus Inc.

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EXECUTION COpy Exhibit

c.r

Rambus and Freescale Confidential lnfbrmation

EXECUTION COpy

Rambusand Freescale Confidential lnformatien

EXECUTION COpy

-22Rambus and Freescale Confidential Informatlon

EXECUTION COpy

-23Rambus and Freescale Confidential Information

EXECUTION COPY

-24Rarnbus and Freescale Confidential Information

EXECUTION COpy

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EXECUTION COpy

-26Rambus and Freescale Confidential Information

EXECUTION COPY ExhibitD Form of Press Release

~mbus~

NEWS RELEASE Draft vO.l, 05/18/11

RAMBUS AND FREESCALE SIGN PATENT LICENSE AGREEMENT

Agreement covers mel1101Y con/rollers and serial links on logic integrated circuits
SUNNYVALE, CA ____.;. XX, 2011- Rambus Inc. (Nasdaq:RMBS), one ofthe world's May premier technology licensing companies, announced today it has signed a patent license agreement with Freescale Semiconductor. This agreement covers the lise of Rambus patented innovations for memory controllers and serial IiIlks in a broad range of logic integrated circuit (IC) products offered by Freescale. In addition, the two companies have settled all claims between them including resolution of past use of Rambus' patented innovations. The term of the patent license agreement is five years. Other terms of the agreement are confidential.

"Freescale is the global leader in embedded processing solutions. and this agreement
demonstrates the strength of our patented innovations for both memory controllers as well as serial links," said Sharon Holt, senior vice president and general manager of the Semiconductor Business Group at Rambus. "With our commitment to innovation, we will continue to develop breakthrough technology which helps our licensees make great electronic products that deliver the richest consumer experience." About Rambus Inc. Founded in 1990, Rambus is one of the world's premier technology licensing companies. As a company of inventors, Rambus focuses on the development of technologies that enrich the enduser experience of electronic systems. Its breakthrough innovations and solutions help industryleading companies bring superior products to market. Rambus licenses both its world-class patent portfolio, as well as its family of leadership and industry-standard solutions, Headquartered in Sunnyvale, California, Rambus has regional offices in North Carolina, Ohio, India, Germany, Japan, Korea, and Taiwan. Additional information is available at

www.rambus.eom.
### RMBSFN Press Contact: Linda Ashmore Rambus Public Relations (408) 462-841 I lashmol'e@rambus.com
- 27Rambus and Freeseale Confidential Information

CERTAIN SEMICONDUCTOR CONTAINING SAME

CHIPS AND PRODUCTS

Inv. No. 337-TA-753

CERTIFICATE OF SERVICE I, Courtney Publico, hereby certify that on June 7, 2011, copies of the "Exhibit C: Settlement Agreement Between Rambus Inc. and Freescale Semiconductor, Inc. [PUBLIC]" were filed and served upon the following parties as indicated:

James R. Holbein Secretary Administrative Law Judge U.S. International Trade Commission 500 E Street, S.W. Washington, DC 20436 (6 Copies)

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The Honorable Theodore R. Essex Administrative Law Judge U.S. International Trade Commission 500 E Street, S.W. Washington, DC 20436 (2 Copies) Tamara.F oley@usitc.gov

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Daniel L. Girdwood, Esq. Office of Unfair Import Investigations U.S. International Trade Commission 500 E Street, S.W. Room 401, Washington, DC 20436 Daniel. Girdwood@usitc.gov For Respondent Freescale Semiconductor, Inc.: Blaney Harper Jones Day 51 Louisiana Avenue, N. W. Washington, D.C. 20001-2113 FSL 753@jonesday.com

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CHIPS AND PRODUCTS

Inv. No. 337-TA-753

For Respondents Broadcom Corporation, Cisco Systems, Inc.: Marcia H. Sundeen Kenyon & Kenyon LLP 1500 K Street, N.W. Washington, D.C. 20005 337 -753Kenyon@Kenyon.com For Respondents Freescale Semiconductor, Inc.; Broadcom Corporation; MediaTek Inc., nVidia Corporation; STMicroelectronics N V; STMicroelectronics Inc.; Cisco Systems, Inc., Motorola Mobility, Inc.; Oppo Digital, Inc, and Audio Partnership PIc.: Thomas D. Pease QUINN EMANUEL URQUHART & SULLIVAN LLP 51 Madison Ave., 22nd Floor New York, New York 10010 Ouinn- ITC-7 53@guinnemanuel.com For Respondent Motorola Mobility, Inc.: Jamie Beaber Steptoe & Johnson, LLP 1330 Connecticut Avenue, N.W. Washington, D.C. 20036
S&Jmotoroia753@steQtoe.com

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For Respondent Broadcom Corporation: Amanda Tessar Perkins Coie LLP 1900 Sixteenth Street, Suite 1400 Denver, CO 80202-5255 Perkins- 753-Dist@nerkinscoie.com

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CERTAIN SEMICONDUCTOR CONTAINING SAME

CHIPS AND PRODUCTS

Inv. No. 337-TA-753

For Respondent LSI Corporation and Seagate Technology: Jonathan D. Link Kilpatrick Townsend and Stockton LLP Suite 900 607 14th Street, NW Washington, DC 20005-2018 LSIRambusITC@kilpatricktownsend.com FM -LSI@fosterrnurphy.com For Respondent Asus, Biostar, ECS, EVGA Corporation, Galaxy Microsystems, Ltd., Giga-Byte, Hewlett-Packard Company, laton, MSI, Palit, Pine Technology Holdings, Ltd., Sparkle Computer Col., Ltd., and Zotac: Andrew R. Kopsidas Fish & Richardson P.C. 1425 K Street N.W., 11thFloor Washington, D.C. 20005 337-753Fish@fr.com For Respondent n Vidia: I. Neel Chatterjee, Esq.
ORRICK HERRINGTON& SUTCLIFFE, LLP

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1000 Marsh Road Menlo Park, CA 94025 orrick75 3-service@orrickcom For Respondents STMicroelectronics STMicroelectronics Inc ..' Eric Rusnak K&L Gates LLP 1601 K Street, NW Washington DC 20006 STMicro ITC753@klgates.com N V. and

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CHIPS AND PRODUCTS

Inv. No. 337-TA-753

For Respondent Hitachi Global Storage Technologies: Alexander J. Hadjis Morrison & Foerster LLP 2000 Pennsylvania Ave., NW Suite 600 Washington, DC 20006-1888 mofo753-service@mofo.com For Respondent Garmin International Inc.: Louis S. Mastriani Adduci, Mastriani & Schaumberg, L.L.P. 1200 Seventeenth St., N.W., Fifth Floor Washington, DC 20036 GAR-3@adduci.com

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Courtney Publico, Litigation Legal Assistant FINNEGAN, HENDERSON, FARAB OW, GARRETT & DUNNER, L.L.P. 901 New York Avenue, NW Washington, DC 20001 (202) 408-4000 (Telephone) (202) 408-4400 (Facsimile)

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