Technology Agreement (2005)Full Document 

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                                TABLE OF CONTENTS

                              TECHNOLOGY AGREEMENT

                                     BETWEEN

                           SAIFUN SEMICONDUCTORS LTD.

                                       AND

                        MACRONIX INTERNATIONAL CO., LTD.

                                                                                       
1.    DEFINITIONS......................................................................    2
2.    GRANT OF LICENSE FOR IMMEDIATE PRODUCTS..........................................    8
3.    GRANT OF OPTIONS.................................................................   10
4.    GENERAL LICENSING PROVISIONS.....................................................   12
5.    LICENSES AND IMMUNITIES TO SAIFUN PRODUCTS.......................................   15
6.    LICENSES AND IMMUNITIES TO FOUNDRIES IN WHICH SAIFUN PRODUCTS ARE MANUFACTURED...   17
7.    MUTUAL PROTECTION SAIFUN LICENSEES...............................................   17
8.    DEVELOPMENT OF MACRONIX NROM BASED PROCESS.......................................   17
9.    CAPACITY.........................................................................   18
10.   WAFER PRICING....................................................................   22
11.   MISCELLANEOUS FOUNDRY PROVISIONS.................................................   23
12.   AUDIT AND RECORD KEEPING.........................................................   25
13.   CONFIDENTIALITY..................................................................   26
14.   INTELLECTUAL PROPERTY INFRINGEMENT...............................................   27
15.   WARRANTIES.......................................................................   27
16.   ADOPTION AND PROMOTION...........................................................   28
17.   TERM AND TERMINATION.............................................................   29
18.   MISCELLANEOUS....................................................................   31




     TECHNOLOGY AGREEMENT

     This technology agreement ("Agreement") is entered this 4th day of May 2000
     ("Effective Date") among Saifun Semiconductor Ltd., a company incorporated
     in Israel, with offices at Topper Bldg. 65 Hamelacha St. Industrial Zone
     South, Netanya 42504, Israel ("Saifun"), Macronix International Co., Ltd.,
     a company incorporated in Taiwan with offices at No. 3 Creation Road III,
     Science-Based Industrial Park, Hsin-Chu, Taiwan ("Macronix"). Saifun and
     Macronix shall be collectively referred to herein as the "Parties."

                                    RECITALS

     Saifun has developed know-how and proprietary information relating to Non
     Volatile Memory (NVM) technology hereinafter defined as "Saifun NROM
     Technology".

     Macronix owns patents, know-how and other proprietary information relating
     to NVM technology and Macronix desires to incorporate the Saifun NROM
     Technology into the Licensed Products (defined below); and

     Saifun is willing to license the Saifun NROM Technology to Macronix, and to
     assist Macronix in implementing and manufacturing Licensed Products based
     on the Saifun NROM Technology; and

     Saifun is interested in expediting the time it will take to bring to the
     market place Licensed Products and Saifun Products and is interested in
     Macronix' endorsement of the Saifun NROM Technology, and in making the
     Saifun NROM Technology the leading NVM technology in the market place; and

     Saifun desires to obtain capacity for the manufacture of Saifun Products
     (defined below), and Macronix is willing to provide such capacity to Saifun
     at a competitive price utilizing Macronix' most advanced technology; and

     The Parties desire to form a close working relationship by which they shall
     (amongst other things) jointly develop applications to be agreed upon.

     Therefore, for good and valuable consideration, the receipt and sufficiency
     of which is hereby acknowledged, the Parties agree as follows:

1.   DEFINITIONS

     1.1. "Basic Capacity" shall mean the capacity as defined in Section 9.1 of
          this Agreement.

     1.2. "Blocking Patent" shall mean a Patent invented on behalf of and/or
          owned by a Party or a Subsidiary at any time which covers an invention


                                                                               2



          to which a license would be necessary in order to utilize the Saifun
          NROM Technology.

     1.3. "Confidential Information" shall mean confidential and proprietary
          information, except as provided in Section13.2, whenever made and
          whenever disclosed of a Party which is (i) designated with the legend
          "Confidential" or comparable legend in case of disclosure thereof in
          written, graphic, machine readable or other tangible form or (ii)
          designated "Confidential" at the disclosure thereof in other form
          (including oral) and within thirty (30) days after such disclosure set
          forth in writing designated "Confidential" and forwarded to the
          receiving party, Confidential Information also includes without
          limitation the terms of this Agreement and the identity of licensee or
          potential licensees of Saifun disclosed to Macronix pursuant to this
          Agreement.

     1.4. "E(2) Block" shall mean a byte or word or page electrically writeable
          non-volatile Memory Block incorporating Saifun NROM Technology.

     1.5. "Element" shall mean a digital memory, arranged in array of memory
          cells in which binary data is stored and electronically retrieved that
          does not include and is not based on Saifun NROM Technology.

     1.6. "Embedded Customized Product" shall mean a Macronix Product where
          either (or both) kind(s) of Product(s) in accordance with the
          following description:

          (a)  A Product comprising of:

               (i)  FLASH Block; and

               (ii) A non standard I/O Protocol and non-standard Flash Pin-out;
                    and

               (iii) Logic Block with *** or less equivalents Gate counts;
                    and/or

               (iv) Test/Use Logic Block; and/or

               (v)  Memory Block and/or Limited E(2) Block and/or an Element.

          (b)  A Product comprising of:

               (i)  Flash Block whose size is equal or smaller than 1Mbit; and

               (ii) Test/Use Logic Block; and

               (iii) at least one of the following blocks :

                    (1) a Memory Block and/or Limited E(2) Block; and/or an
                    Element; and/or

                    (2) a Logic Block

      1.7. "Embedded Flash Product" shall mean a Macronix Product comprising of:

-----------

*** Omitted pursuant to a confidential treatment request. the confidential
    information has been filed separately with the SEC.



          (a)  Flash Block that is larger than *** Flash Block; and

          (b)  a Test/Use Logic Block; and/or an Element; and

          (c)  at least one of the following blocks:

               (i)  Logic Block; and/or

               (ii) a Memory Block and/or Limited E(2) Block

     1.8. "Embedded Non-Flash Product" shall mean a Macronix Product comprising
          of:

          (a)  OTP Memory Block or ROM Memory Block; and


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