EX-10.I.P



 








Exhibit 10(i)(P)








Qimonda AG

Confidential Materials Omitted and Filed Separately with the

Securities and Exchange Commission.

Confidential Portions denoted by [***].






SETTLEMENT AND LICENSE AGREEMENT




     THIS SETTLEMENT AND LICENSE AGREEMENT (the “Agreement”) is made by and among Rambus Inc.
(“Rambus”), on the one hand, and Infineon Technologies AG, Infineon Technologies North America
Corp. and Infineon Technologies Holding North America Inc. (collectively, “Infineon”), on the
other hand, effective as of March 18, 2005 (“Effective Date”).



     WHEREAS, Rambus and Infineon have rights under certain U.S. and foreign patents and patent
applications including the right to license such patents;



     WHEREAS, Rambus and Infineon are currently parties to a number of disputes and court actions
relating to certain memory products and memory interface technology;



     WHEREAS, Rambus and Infineon wish to settle such disputes and court actions and all claims
between them related thereto;



     WHEREAS, Rambus wishes to grant Infineon a license to U.S. and foreign patents and patent
applications relating to memory products, as hereinafter defined, under which Rambus now has, or
may hereafter, acquire any rights, and Infineon wishes to grant Rambus a license to U.S. and
foreign patents and patent applications relating to memory interfaces, as hereinafter defined,
under which Infineon now has, or may hereafter, acquire any rights



     WHEREAS, Rambus and Infineon have agreed to the conditions, releases, and other obligations
set forth herein as full, final and complete resolution of the claims asserted in such disputes
and court actions; and



     WHEREAS, this Agreement is entered into for the purpose of settlement and compromise only,



     NOW, THEREFORE, in consideration of the promises and the mutual covenants herein contained
and for other good and valuable consideration, the adequacy and receipt of which are hereby
acknowledged, Rambus and Infineon agree as follows.



ARTICLE 1






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Definitions




        The following terms used herein with initial capital letters shall have the respective
meanings specified in this Article 1.




	1.1	 	Affiliate. The term “Affiliate” means any entity controlling, under common control
with, or controlled by, a party. The term “control” means the possession, directly or
indirectly, of the power to direct or cause the direction of management or policies (whether
through ownership of securities, partnership or other ownership interests, by contract or
otherwise), provided that, in any event, any entity that owns or holds, directly or
indirectly, more than fifty percent (50%) of the voting securities, partnership or other
equity interests of any other entity will be deemed to control such entity.
	 
	1.2	 	Disputes. The term “Disputes” means the court actions listed hereinafter and any
and all disputes related thereto:






	 	(a)	 	the Richmond patent litigation (Rambus Inc. v. Infineon Technologies AG et al.,
No. 3:00cv524 (E.D. Va. Filed Aug. 8, 2000) (“The Richmond Patent Litigation”)
	 
	 	(b)	 	the California patent litigation (Rambus Inc. v. Hynix Semiconductor Inc. et
al., No. C05- 00334 EDL (N.D. Cal. Filed Jan. 25, 2005) (“The California Patent
Litigation”)
	 
	 	(c)	 	the California anti-trust litigation (Rambus Inc. v. Micron Technology Inc. et
al., No. 04- 431105 (Supr. Ct. Cal., San Fran. Filed May 5, 2004) (“The California
Anti-trust Litigation”)
	 
	 	(d)	 	the German Infringement litigations 7-O-317/00; 7-O-301/04
	 
	 	(e)	 	the German and European patent office actions Gbm9117296 Lö I
183/00; 5W(pat)443/03; XZB28/04; opposition EP 0525068, T0081/03-351, opposition EP
1004956, opposition EP 1022642, opposition EP 1019911, opposition EP 0870241,
	 
	 	(f)	 	the respective complaints against the other party filed with the European Commission.






	1.3	 	Leading Suppliers. The term “Leading Suppliers” means, subject to Section 6.6, [***]
	 
	1.4	 	Licensed Rambus Patents. The term “Licensed Rambus Patents” means all patents,
utility models, and patent applications, in all countries of the world having a first
effective filing date, in any country in the world, prior to March 18, 2005 including, without
limitation, all reissuances, continuations, continuations-in-part, revisions, extensions and
reexaminations thereof, and any patents and patent applications related thereto, filed or
issued in any country of the world, that are owned or controlled by Rambus or any of its
Affiliates on March 18, 2005 (and patents that may issue thereon) to the extent Rambus or its
Affiliates is entitled to grant licenses thereunder without the payment of fees to any third
party.
	 
	1.5	 	Infineon Patents. The term “Infineon Patents” means (i) all patents, utility models,
and patent applications, in all countries of the world having a first effective filing date,
in any country in the world, prior to March 18, 2005, including, without limitation, all
reissuances, continuations,




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	 	 	continuations-in-part, revisions, extensions and reexaminations thereof, and any patents
and patent applications related thereto, filed or issued in any country of the world, that
are owned or controlled by Infineon or any of its Affiliates on March 18, 2005 (and patents
that may issue thereon) to the extent Infineon or its Affiliates is entitled to grant
licenses thereunder without the payment of fees to any third party. Infineon Patents shall
not include any patents, utility models, and patent applications, in all countries of the
world, pertaining to semiconductor manufacturing or testing technology.
	 
	1.6	 	Infineon Licensed Products. The term “Infineon Licensed Products” means any
existing or future Infineon Memory ICs, Infineon Memory Portion, Infineon Memory Modules, or
Infineon Module Component. Notwithstanding the foregoing sentence, the parties agree that
Laundry Products and Disti Products are excluded from the definition of Infineon Licensed
Products. The term Infineon includes Infineon Affiliates for the purpose of this Section.
	 
	1.7	 	Laundry Product. The term “Laundry Product” means any product:






	 	(a)	 	made by or for Infineon or its Affiliates; and
	 
	 	(b)	 	the design for which product is provided by or on behalf of a third party
(“Designing Party”) or owned or controlled by the Designing Party; and
	 
	 	(c)	 	where such product is supplied by or for Infineon or its Affiliates to the
Designing Party or to entities designated by the Designing Party.






	 	 	“Disti Product” means any product:






	 	(a)	 	made by a third party (“Manufacturer”) and acquired by Infineon or its Affiliates; and
	 
	 	(b)	 	for which Infineon and its Affiliates perform only the packaging, or no, or
only insubstantial manufacturing activity, such as (without limitation) only marking of
such product or performing a minor process step on such product; and
	 
	 	(c)	 	is sold or otherwise transferred to a third party by Infineon or its Affiliates; and
	 
	 	(d)	 	is not a design owned or controlled by Infineon.






	 	 	Notwithstanding the foregoing sentence, a product that meets the above definition of Disti
Product shall be deemed not to be a Disti Product if such products are labeled with a part
number and trademark of Infineon or its Affiliates (except such labeling requirement shall
not apply for low quality, scrap, or other substandard products) and:






	 	(e)	 	all or a substantial portion of the manufacturing technology the Manufacturer
employs in manufacturing such product is provided by Infineon or its Affiliates; or






	 	 	Infineon or its Affiliates owns or controls (as used in the definition as per Section 1.1)
at least twenty percent (20%) of the Manufacturer, and Infineon or its Affiliates have
participated substantially in the Manufacturer’s acquisition of the manufacturing
technology the Manufacturer employs in manufacturing such product.





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	1.8	 	Memory IC. The term “Memory IC” means any semiconductor memory device, or
equivalent, having information storage as its primary function and that is not capable of
performing any substantial data processing that is not related to information storage,
retrieval, or error correction, including but not limited to SDR SDRAM, DDR SDRAM, DDR2
SDRAM, DDR3 SDRAM, GDDR2 DRAM, GDDR3 DRAM, RLDRAM, RLDRAM2, RDRAM, XDR DRAM, Cellular RAM,
low power DRAM, SRAM, Flash, MRAM, FRAM, ROM, PROM, EPROM, EEPROM and any subsequent
generation of any such products.
	 
	1.9	 	Memory Module. The term “Memory Module” means any unitary substrate (for example,
silicon, ceramic or PC board) having at least two (2) Memory ICs or semiconductor devices each
having a Memory Portion, physically connected, physically secured or physically stacked onto a
unitary substrate device to provide a device having information storage as its primary
function, where such device itself is not capable of performing any substantial data
processing that is not related to information storage, retrieval, error correction or other
functions typically performed by or on a Memory IC. For the avoidance of doubt, devices of the
type known as fully buffered DIMMs as of the Effective Date are deemed not to be capable of
performing any data processing function that is not related to memory storage or retrieval and
thus are included within the definition of “Memory Modules.”
	 
	1.10	 	Module Component. The term “Module Component” means any component of a Memory
Module other than a Memory IC, provided that such component is marketed by Infineon or its
Affiliates solely to facilitate the functions of a Memory Module.
	 
	1.11	 	Memory Portion. The term “Memory Portion” means, for any integrated circuit that is
not a Memory IC, any portion(s) of such integrated circuit which performs the functions of a
Memory IC, but no other portion of such device. Examples of such excluded portions include
without limitation any portion of such device that provides memory controller functionality.
An example of a Memory Portion is the memory and memory related circuitry in an embedded
memory device, such as in embedded DRAM, embedded MRAM, and embedded Flash memory.
	 
	1.12	 	Memory Interface. The term “Memory Interface” means an interface, or portion
thereof, between a logic integrated circuit and a memory integrated circuit, whereby interface
shall mean an electrical bus or other similar information path between integrated circuits
that is capable of transmitting and/or receiving information between two or more integrated
circuits together with the set of protocols defining the electrical, physical, timing and/or
functional characteristics, sequences and/or control procedures of such bus or information
path.
	 
	1.13	 	Qualifying License Agreement. The term “Qualifying License Agreement” means a
license agreement, with Rambus as licensor and a Leading Supplier as licensee, for a license
covering [***] and (to the extent that [***] is not one of the aforementioned types of [***]
(as defined herein below), where [***] are defined by their respective [***] For the purpose
of this Section 1.13, the [***] means the type of [***] that, during the [***] preceding the
date when Rambus and the [***] have both signed the license agreement [***] as published by
Gartner-Dataquest (or its successor) [***] (or if not published [***], for the last period of
at least [***] for which such statistic was so published by Gartner-Dataquest (or its
successor). A license agreement shall be deemed a Qualifying License Agreement [***] as
described herein.




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	1.14	 	Change of Control. The term “Change of Control” of Infineon means a transaction
or a series of related transactions in which (i) Infineon, or “control” of Infineon (where
control has the meaning set forth in the definition of the term “Affiliate”), is acquired by
one or more third parties (including without limitation a merger in which Infineon is not
the surviving entity), or (ii) Infineon or any of its Affiliates acquires, by merger,
acquisition of assets or otherwise, all or substantially all business or assets of a Memory
Unit (as defined herein below). For this purpose, a “Memory Unit” means (A) any entity that
manufactures (or has manufactured) and sells Memory ICs, or (B) any division (or other
business unit) of an entity, which division (or other business unit) manufactures (or has
manufactured) and sells Memory ICs and is responsible for all or substantially all of such
Memory IC manufacturing (or having manufactured) and sales of the entity.





ARTICLE 2




Licenses





	2.1	 	License Grant to Infineon. Rambus and its Affiliates hereby grant to Infineon and its
Affiliates a nonexclusive, worldwide irrevocable license (without the right to grant
sublicenses) under the Licensed Rambus Patents, for the life of such Licensed Rambus Patents,
as set forth in Section 2.2.
	 
	2.2	 	Scope of License. The license granted pursuant to Section 2.1 is a license:






	 	(i)	 	to make, have made, use, lease, sell, offer to sell, import or otherwise
transfer Infineon Licensed Products; and
	 
	 	(ii)	 	to make, have made, use, lease, sell, offer to sell, import, or otherwise
transfer machines, tools, materials, and other instrumentalities, insofar as such
machines, tools, materials, and other instrumentalities are involved in, or incidental
to, the development, manufacture, testing, use, or repair of Infineon Licensed
Products, provided that the license granted under this Section 2.2 (ii) for lease,
sale, offers for sale or other transfers shall apply only to those machines, tools,
materials, and other instrumentalities which Infineon has or its Affiliates have
actually used to develop, manufacture, test, use, or repair more than a de minimis
quantity of Infineon Licensed Products.






	 	 	For the avoidance of doubt, to the extent that Infineon or its Affiliates are exercising
their have made rights granted in Section 2.2, the license shall include any Infineon
Licensed Products made for Infineon by any of Infineon’s existing and future foundry
partners, including but not limited to Inotera Memories Inc., Taiwan (“Inotera”), Winbond
Electronics Corporation, Taiwan, Semiconductor Manufacturing International Corporation
(“SMIC”), Peoples Republic of China but only to the extent that such products are sold by
Infineon and/or its Affiliates.
	 
	 	 	It is the intention of the parties that the principles of patent exhaustion under U.S. law
apply to the licenses granted hereunder. Thus, the parties agree that, at the minimum, in
the event a party sells or otherwise disposes of a product licensed hereunder, then to the
extent a patent claim licensed hereunder is directly infringed by such product, such claim
is exhausted and may not be asserted against such product regardless of its further use or
distribution.




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	 	 	To the extent that any Rambus patent claim is licensed to Infineon under this Agreement for
an Infineon Licensed Product, Rambus and its Affiliates covenant that they will not assert
a claim of contributory infringement or inducing infringement against Infineon or its
Affiliates based upon (a) Infineon or its Affiliates performing any of the activities
licensed in Section 2.2; or (b) any activities undertaken by any direct or indirect
customer or distributor of Infineon or its Affiliates with respect to such Infineon
Licensed Product; or (c) any instructions, information, whitepapers, datasheets or the like
that Infineon or its Affiliates may publish or supply with respect to such Infineon
Licensed Product. The parties agree that the foregoing sentence shall not limit Rambus’ or
its Affiliates’ rights with respect to any third party.
	 
	 	 	To the extent that [***] asserts against any [***] a claim for [***] under this Agreement,
Rambus agrees that [***] any such claim [***] that claim against the [***] and any other
entity that may have any [***] for the [***] Rambus further agrees that upon any resolution
[***] or other entity [***]
	 
	2.3	 	Most Favored Licensee. If Rambus after [***] enters into, or as soon as Rambus has in
effect, an agreement entered into after [***] with any third party (other than an Affiliate of
Infineon) that [***] and has [***] in any one of the prior [***] calendar years, and where
such agreement grants to such third party a license for the then current [***] under [***]
than those provided [***] for the previous [***] (where the respective [***] are determined by
reports in Gartner Dataquest), then Rambus shall [***] and Infineon shall have the right, in
its sole discretion, within [***] by written notice to Rambus, to [***] payments [***] for so
long as such [***] are in effect. For the purpose of this Section 2.3, the [***] means the
type of [***] at the effective date or during the term of this license agreement during any
given [***] had the [***] (as measured in [***] as published by Gartner-Dataquest (or its
successor) for the [***] preceding the effective date or any [***] during the [***] of the
respective license agreement (or if not [***] for the last period of at least [***] for which
such statistic was so published by Gartner-Dataquest (or its successor).
	 
	2.4	 	Limited License under other Rambus patents. Until Infineon has made the last of the
quarterly payments specified under Article 6, but, in any event, at least for the period of
[***], Rambus and its Affiliates hereby grant to Infineon and its Affiliates a nonexclusive,
world-wide, irrevocable license (without the right to grant sublicenses), of the same scope as
per Section 2.2, under all patents and patent applications, other than Licensed Rambus
Patents, including, without limitation, all reissuances, continuations, continuations-in-part,
revisions, extensions and reexaminations thereof, filed or issued in any country of the world,
that are owned or controlled by Rambus or any of its Affiliates now or hereafter (and patents
that may issue thereon) to the extent Rambus or its Affiliates is entitled to grant licenses
thereunder without the payment of fees to any third party. At the expiration of the period set
forth in this Section 2.4, and subject to Article 3, the licenses granted under this Section
2.4 shall terminate.
	 
	2.5	 	Infineon License to Rambus. Infineon hereby grants to Rambus and its Affiliates a
non exclusive, non-transferable, worldwide, irrevocable, fully paid license (without the right
to grant sublicenses) under the Infineon Patents, for the life of such Infineon Patents, to
make, have made, use, lease, sell, offer to sell, import, or otherwise transfer Memory
Interfaces and designs for Memory Interfaces in any form.




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	2.6	 	No Implied Licenses. The parties agree that except as expressly granted in this
Agreement, there are no patent or other intellectual property licenses or rights granted or
arising hereunder to either party or to any third party, expressly, by implication,
estoppel, or under any other legal theory.





ARTICLE 3




License Request





	3.1	 	Upon request of Infineon, Infineon and its Affiliates shall be entitled to obtain and
Rambus shall grant an additional license of the same scope as per Section 2.4, at the then
applicable most favored licensee terms and conditions. During the period of [***] following
the later of (i) Infineon’s last quarterly payment under this Agreement or (ii) [***], the
terms and conditions of this additional license may not exceed a quarterly payment of [***]
	 
	3.2	 	Any payments made by [***] granted in accordance with Section 3.1 shall be [***] be obligated
[***] obligations according to Section [***] are [***] under Section [***] of Section [***]
Additionally, [***] Infineon makes payments in accordance with Section [***] receives notice
from Rambus of [***] that [***]Section [***] Infineon shall [***] during the full period that
it makes payments under Section [***] Sections [***] beginning on the date of notice of [***]
For example,[***] Section [***] and made [***] before receiving [***] on [***] will be treated
as [***] beginning [***] .
	 
	3.3	 	Further, upon request of Infineon, Infineon and its Affiliates shall be entitled to obtain
and Rambus shall grant to Infineon and its Affiliates a license under any patents, utility
models, and patent applications, including, without limitation, all reissuances,
continuations, continuations-in-part, revisions, extensions and reexaminations thereof, filed
or issued in any country of the world, that are owned or controlled by Rambus or any of its
Affiliates now or hereafter (and patents that may issue thereon) to the extent Rambus or its
Affiliates is entitled to grant licenses thereunder without the payment of fees to any third
party, for [***] at the then applicable most favored licensee terms and conditions.





ARTICLE 4




Releases





	4.1	 	Releases by Rambus.






	 	(a)	 	Patent Release. Rambus hereby irrevocably releases, acquits and
forever discharges any and all patent infringement claims it has or may have had
against any entity’s making, having made, using, leasing, selling, offering to sell,
importing or otherwise transferring any Infineon Licensed Product where such activity
took place prior to the effective date, solely to the extent that such activity, had
it occurred after the Effective Date would be licensed under Article 2 of this
Agreement. For the avoidance of doubt, and because Inotera is a defendant in the
California Patent Litigation, to the extent that Infineon or its Affiliates were
having Infineon Licensed Products made by Inotera prior to the Effective Date, and to
the further extent that such activity would be within the license granted to Infineon
and its Affiliates in Article 2 of this Agreement had such activities occurred




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	 	 	 	after the Effective Date, the release granted in the preceding sentence shall extend
to the benefit of Inotera for such activities.
	 
	 	(b)	 	General Release. Rambus hereby irrevocably releases, acquits, and
forever discharges Infineon, its Affiliates, its and their respective former or current
directors, officers, and employees from any claims, counterclaims, demands, damages,
debts, liabilities, accounts, actions and causes of action of any kind and nature
(including, without limitation, patent infringement, antitrust, unfair competition,
conspiracy or competition based claims), whether known or unknown, suspected or
unsuspected, throughout the world, that (i) were asserted by Rambus in the Disputes, or
(ii) could have been asserted by Rambus.
	 
	 	(c)	 	Releases between Rambus and Siemens. Rambus and Siemens each grant the
other the release as set forth in Exhibit 4. l(c) hereto.






	4.2	 	Releases by Infineon.






	 	(a)	 	Patent Release. Infineon hereby irrevocably releases, acquits and
forever discharges any and all patent infringement claims it has or may have had
against any entity’s making, having made, using, leasing, selling, offering to sell,
importing or otherwise transferring any products or designs where such activity took
place prior to the Effective Date, solely to the extent that such activity, had it
occurred after the Effective Date would be licensed under Article 2 of this Agreement.
	 
	 	(b)	 	General Release. Infineon irrevocably releases, acquits and forever
discharges Rambus, its Affiliates, and its and their respective former or current
directors, officers, and employees from any claims, counterclaims, demands, damages,
debts, liabilities, accounts, actions and causes of action of any kind and nature
(including, without limitation, patent infringement, antitrust, unfair competition,
conspiracy or competition based claims), whether known or unknown, suspected or
unsuspected, throughout the world, that (i) were asserted by Infineon in the Disputes,
or (ii) could have been asserted by Infineon.






	4.3	 	Releases Shall Remain Effective. Each of Rambus and Infineon acknowledges that,
after entering 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 of
Rambus and Infineon intends that the releases and discharges set forth in this Article 4 shall
be, and shall remain, in effect in all respects as written, notwithstanding the discovery of
any different or additional facts.
	 
	4.4	 	Waiver of California Civil Code § 1542. In connection with the releases and
discharges described in this Article 4, each of Rambus and Infineon acknowledges that it is
aware of the provisions of section 1542 of the Civil Code of the State of California, and
hereby expressly waives and relinquishes all rights and benefits that it has or may have had
under that section (or any equivalent law or rule of any other jurisdiction), which reads as
follows:





A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE

CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT


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	 	 	 	THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM
MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE
DEBTOR.






	4.5	 	Stipulations and Orders for Dismissal.






	 	(a)	 	Concurrent with the execution of this Agreement, Infineon, its respective
Affiliates, and Rambus, shall execute stipulations and orders for the dismissal with
prejudice of all claims and counterclaims against one another and between Rambus and
Siemens in The Richmond Patent Litigation, the California Patent Litigation and the
California Anti-trust Litigation in the form attached hereto as Exhibit 4.5.
	 
	 	(b)	 	Rambus shall within ten (10) business days of the Effective Date, file a motion
to withdraw with prejudice any of its infringement claims against Infineon and its
Affiliates pending at the Federal Court of Mannheim (Landgericht Mannheim), Germany.
Likewise, within ten (10) business days of the Effective Date, Infineon shall file a
motion to withdraw with prejudice all its office actions pending at the German and
European Patent offices and or patent courts against any of the Licensed Rambus
Patents. To the extent a withdrawal of an action is not possible, Infineon shall within
ten (10) business days of the Effective Date inform the respective patent office or
patent court that Infineon does no longer actively pursue such action.






	4.6	 	Costs and Attorneys’ Fees.
	 
	 	 	For the infringement claims pending at the Federal Court of Mannheim (Landgericht Mannheim),
Germany, and the case of the utility model (Gbm 9117296U1) Rambus shall bear the
responsibility for and pay the court fees, and in case of the utility model, the court and
patent office fees.
	 
	 	 	For all cases, the parties agree that each will pay its respective attorneys’ fees.
	 
	 	 	Both parties will, within ten (10) business days following the Effective Date, inform the
European Commission that they have settled their disputes and that they no longer wish to
actively pursue those aspects of the complaints the parties have filed against each other
or against Siemens AG and its Affiliates.
	 
	 	 	Both parties will, within ten (10) business days following the Effective Date, inform the
United States Federal Trade Commission that they have settled their disputes.
	 
	4.7	 	No Admission. Nothing contained in this Agreement, or 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.
	 
	4.8	 	No Contest. Infineon and its Affiliates agree that they shall not contest in any
proceeding the validity, scope, or enforceability of any of the Licensed Rambus Patents or any
claim thereof, except to the extent that Rambus assert any claim of infringement of any such
patent against Infineon or its Affiliates. Rambus and its Affiliates agree that they shall
not contest in any proceeding the validity, scope, or enforceability of any of the Infineon
Patents or any claim




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	 	 	thereof except to the extent that Infineon assert any claim of infringement of any such
patent against Rambus or its Affiliates.





ARTICLE 5




Term





	5.1	 	Term. The term of this Agreement shall be from the Effective Date until the
expiration of the last to expire of the Licensed Rambus Patents. Neither party may terminate
this Agreement for any reason prior to its expiration. This Agreement is based upon an
assumption shared by both parties that in the Richmond Patent Litigation there have been no
substantive findings or judgments (related to any claims or defenses of the parties) entered
since the completion of trial and prior to filing the stipulation of dismissal referenced
herein, other than any findings or judgments either reflected in the docket printout attached
hereto as Exhibit 5.1, or known by the parties (e.g. due to their inquiry with the Court and
Clerk’s Office prior to filing the stipulation of dismissal). If this assumption proves to be
incorrect, either or both of the parties understand that they may move pursuant to Rule 60 of
the Federal Rules of Civil Procedure for relief from any judgment or stipulation dismissing
the case with prejudice, and to the extent that the motion is granted and has the effect of
returning the case to its state just prior to the filing of the stipulation of dismissal, then
this Agreement shall be null and void.
	 
	5.2	 	Survival. The provisions of Articles 1, 3, 4, 5, 7, 9, 10 and 12 shall survive
expiration of this Agreement.





ARTICLE 6




Payment





	6.1	 	Notification of Qualifying License Agreements. Within thirty (30) days of each date
on which a Leading Supplier becomes or ceases to be subject to a Qualifying License Agreement,
Rambus shall notify Infineon of the existence of such Qualifying License Agreement, provided
that Rambus’ failure to provide such notice in a timely fashion shall not constitute a breach
of this Agreement.
	 
	6.2	 	Payments to First Cap. Subject to Section 6.5, Infineon shall pay Rambus for each
calendar quarter starting October 1, 2005 an amount of five million and eight hundred fifty
thousand U.S. dollars (US $5,850,000), up to a cumulative amount not exceeding fifty million
U.S. dollars (US $50,000,000) (the “First Cap”).
	 
	6.3	 	Payments to Second Cap. Subject to Section 6.5, and upon Rambus’ notice to Infineon
of the existence of a [***] with each of [***], and further for so long as these [***] remain
in effect during the period [***] Infineon shall continue to pay, or — as the case may be —
shall resume payment for each calendar quarter following such notice of [***] an amount of
five million and eight hundred fifty thousand U.S. dollars (US $5,850,000) up to a cumulative
amount not exceeding one hundred million U.S. dollars (US $100,000,000), including payments to
the First Cap (the “Second Cap”). Notwithstanding anything to the contrary in the foregoing
sentence, in the event that Rambus fails to provide timely notice of [***] pursuant to Section
6.1, but later provides such notice, Infineon’s payment obligations under this Section 6.3
shall commence




10









 






	 	 	upon such notice. In the event Infineon resumes making payments towards the Second Cap at
any point in time, Rambus hereby releases Infineon and its Affiliates from any patent
infringement claims under patents other than Licensed Rambus Patents, it may have or may
have had for making, having made, using, selling, offering to sell, importing or otherwise
transferring any Licensed Products where such activity took place prior to date of resuming
such payments.
	 
	6.4	 	Payments to Final Cap. Subject to Section 6.5, and upon Rambus’ notice to Infineon
of the existence of [***] with each of the [***] and further for so long as these [***] remain
in effect during the period [***] Infineon shall continue to pay, or — as the case may be —
shall resume payment for each calendar quarter following such notice of [***] an amount of
five million and eight hundred fifty thousand U.S. dollars (US $5,850,000) up to a cumulative
amount not exceeding one hundred fifty million U.S. dollars (US $150,000,000), including
payments to the Second Cap (the “Final Cap”). Notwithstanding anything to the contrary in the
foregoing sentence, in the event that Rambus fails to provide timely notice of the existence
of the [***] pursuant to Section 6.1, but later provides such notice, Infineon’s payment
obligations under this Section 6.4 shall commence upon such notice. In the event Infineon
resumes making payments towards the Final Cap at any point in time, Rambus hereby releases
Infineon and its Affiliates from any patent infringement claims under patents other than
Licensed Rambus Patents, it may have or may have had for making, having made, using, selling,
offering to sell, importing or otherwise transferring any Licensed Products where such
activity took place prior to date of resuming such payments.
	 
	6.5	 	Cessation of Payment Obligations. Except as set forth in Sections 6.3 and 6.4, and
subject to Sections 9.1 and 9.4, Infineon shall have no further obligation to make, and may
elect at any time to discontinue making, payments under this Agreement once payments by
Infineon to Rambus under this Agreement have reached a cumulative aggregate amount equal to
the respective applicable cap as per Sections 6.2, 6.3 or 6.4 and Infineon shall in no event
have any obligation to pay a cumulative aggregate amount exceeding one hundred fifty million
U.S. dollars (US $150,000,000).
	 
	6.6	 	Changes in Identity or Status of Leading Suppliers.






	 	(a)	 	Except as set forth in Sections 6.6 (b), (c) and (d), in the event that a
Leading Supplier ceases to do business (“Former Leading Supplier”), the entity that has
[***] (for the last reported calendar year prior to such cessation of business) [***]
), according to Gartner- Dataquest publications [***] or any successor report thereto,
that was not previously a Leading Supplier shall be deemed a Leading Supplier in place
of the Former Leading Supplier.
	 
	 	(b)	 	In the event that a Leading Supplier (or all or substantially all of its
[***] business and/or assets) is acquired by an entity that is not a Leading Supplier
(including without limitation Infineon or its Affiliates), such acquiring entity shall
be deemed substituted as such Leading Supplier.
	 
	 	(c)	 	In the event that one or more Leading Supplier(s) (or all or substantially all
of its [***] business and/or assets) is acquired by an entity that is a Leading
Supplier, such acquiring entity shall be deemed to constitute either two (2) Leading
Suppliers (in the event of the




11









 






	 	 	acquisition of a single other Leading Supplier) or three (3) Leading Suppliers (in
the event of the acquisition of both other Leading Suppliers).
	 
	(d)	 	In the event that a Leading Supplier acquires rights under this Agreement
pursuant to Sections 9.1 or 9.4, such Leading Supplier or the resulting entity, as
applicable, shall be deemed to be a Leading Supplier and this Agreement shall be
deemed a Qualifying License Agreement.






	6.7	 	Wire Transfer. Payments owed under this Agreement shall be made by wire transfer to

          Rambus Inc., Account [***]

          SWIFT Account: [***]

          [***]

          [***]
           [***]

          ABA # [***]
	 
	 	 	within forty-five (45) days after the end of each calendar quarter. The first such payment
shall be due on November 15, 2005. Rambus shall promptly acknowledge receipt of such
payment in writing to Infineon.
	 
	 	 	Any payments to Rambus hereunder shall be in United States dollars.
	 
	 	 	Infineon shall be entitled to deduct and pay to the German government any withholding taxes
imposed by the German government, in accordance with U.S.-German tax treaties, on any
payments payable to Rambus pursuant to this Agreement. Infineon shall promptly provide
Rambus with copies of official tax receipts showing that such payments have been made.
	 
	6.8	 	Late Payments. Any payment not received in full by Rambus when due hereunder shall
bear interest at the rate of twelve percent (12%) annually (or, if less, the maximum allowed
by applicable law) computed for the period beginning on the date such payment is due and
ending upon Rambus’ receipt of such payment with applicable interest.





ARTICLE 7




Warranties





	7.1	 	Authority. Rambus represents and warrants that it has the full right and power to
grant the licenses, rights, releases and discharges, and to make the covenants, set forth in
Articles 2, 3 and 4, that there are no outstanding agreements, assignments or encumbrances
inconsistent with the provisions of such licenses, rights, releases and covenants and/or with
any other provision of this Agreement, and that neither Rambus nor any of its Affiliates owns,
or has the right to grant licenses under, any patents or pending patent applications in the
United States or any country which are not Licensed Rambus Patents, except those patents for
which Rambus or its Affiliates may grant licenses only if it pays a fee to a third party.
Rambus shall indemnify and hold harmless Infineon and its Affiliates from any claims of a
third party based on such third party’s claim of any rights, title or ownership in or under
any of the Licensed Rambus Patents. Infineon represents and warrants that it has the full
right and power to grant the licenses, rights, releases and discharges, and to make the
covenants, set forth in Articles 2 and 4, that there are no




12









 






	 	 	outstanding agreements, assignments or encumbrances inconsistent with the provisions of
such licenses, rights, releases and covenants and/or with any other provision of this
Agreement, and that neither Infineon nor any of its Affiliates owns, or has the right to
grant licenses under, any patents or pending patent applications in the United States or
any country which are not Infineon Patents, except those patents for which Infineon or its
Affiliates may grant licenses only if it pays a fee to a third party. Infineon shall
indemnify and hold harmless Rambus and its Affiliates from any claims of a third party
based on such third party’s claim of any rights, title or ownership in or under any of the
Infineon Patents licensed hereunder.
	 
	7.2	 	No Assignment of Claims. Each party represents and warrants that it has not assigned
any claim or cause of action, or any right(s) underlying any claim or cause of action, it had,
has, or may have against the other or its Affiliates as of, or prior to, the Effective Date of
this Agreement.
	 
	7.3	 	No Parent Entities. Rambus Inc. and Infineon Technologies AG each respectively
represent and warrant that as of the Effective Date, it is not controlled by any other entity,
as control is defined in the defined term Affiliate.





ARTICLE 8




Notices and other Communications




         Any notice or other communication required or permitted to be made or given to either
party pursuant to this Agreement shall be sufficiently made or given within fifteen (15) days of
the date of mailing if sent to such party by registered First Class mail, postage prepaid,
addressed to such party at the address set forth below, or to such other address as a party shall
designate by written notice given to the other party:


In the case of Infineon:



Infineon Technologies AG

General Counsel

St.-Martin-Straße 53

81669 München

Germany

Fax: +49 89 234 26983



In the case of Rambus:



Rambus Inc.

John Danforth

Senior Vice President and General Counsel

4440 El Camino Real

Los Altos, CA 94022

Fax: +1 650 947 5001



(with a copy, which shall not constitute notice, to the following:)



Robert Eulau

Chief Financial Officer




13









 






Rambus Inc.

4440 El Camino Real

Los Altos, CA 94022




ARTICLE
9




Assignments




     Assignment by Infineon. Infineon may [***] except that subject to Section 9.6,
Infineon shall have the right, [***] (respectively to the extent specified in the last sentence of
this Section 9.1)) under this Agreement [***] of this Agreement which shall [***] whether by way
of merger, acquisition, corporate reorganization, the sale of all, or substantially all, assets of
its business, or otherwise expressly or by operation of law, provided that the [***]
including without limitation all of [***] pursuant to this Agreement, and provided further
that, effective as of the effective date of the Assignment:




	 	(a)	 	if there is no Assignee License Agreement, then [***] (as hereinafter
defined) [***] in the last [***] immediately preceding the Assignment and [***] in
the last [***] immediately preceding the Assignment.





     For example if Infineon’s [***] prior to the Assignment was [***] and Infineon [***] then the
[***] prior to the Assignment was [***]. If
further the [***] as per (i) [***] as per (ii) [***],
then the following [***] shall apply: the [***] following the Assignment shall be [***] the [***]
shall be
unchanged at [***] and the applicable [***] the respective [***] pursuant to Sections [***] shall
be [***]




	 	(b)	 	If there is an Assignee License Agreement, then Rambus and the Successor Entity
shall negotiate, diligently and in good faith, an appropriate [***] , if applicable,
under this Agreement to account for any additional [***] under this Agreement resulting
from the Assignment. If within [***] and the [***] do not reach agreement on the [***]





     [***] , considering that it is the intent of the parties that:




	 	(1)	 	Distribution of a [***] should not obligate the [***] to [***] under both [***]
above and under the terms of the Assignee License Agreement.
	 
	 	(2)	 	If, after the effective date of the Assignment, no [***] is the [***] then,
prospectively, [***] shall apply.
	 
	 	(3)	 	Rambus should be able to [***] , with respect [***] that would be payable if
there were no Assignee License Agreement. The extent of such benefits shall be
determined according to the [***]
	 
	 	(4)	 	Rambus should not receive [***] as a result of the Assignment than if there were
no Assignee License Agreement.
	 
	 	(5)	 	Any late payments resulting from this negotiation and/or arbitration shall bear
interest at the rate of twelve percent (12%) (or, if less, the maximum allowed by
applicable law) per year, from the date that such payment would otherwise have been due





14









 






	 	 	 	(For example, [***] provided for payment to Rambus of [***] for the right to make and sell
up to [***] then Rambus would retain this [***]
but there would be [***] of the [***] Byway
of further example, if [***].
	 
	 	 	 	The parties shall meet within [***] after the Effective Date to discuss additional such
principles and further details of such principles.





          For the purpose of this Section 9.1:




          “ [***] Sales” shall mean the worldwide value in U.S. dollars of sales, transfers and other
distributions of [***]




          “Infineon” means Infineon and its Affiliates.




          [***] means the type of [***] during the [***] preceding the effective date of the
Assignment, had the [***] as published by Gartner-Dataquest (or its successor) [***] for which
such statistic was so published by Gartner-Dataquest (or its successor).




          “Assignee” means the entity to which this Agreement is assigned (or, if a series of related
assignments pursuant to a series of related transactions, the entity that is the assignee of this
Agreement pursuant to the last such assignment and is therefore the ultimate holder of this
Agreement), and its Affiliates.




          “Assignee License Agreement” means an agreement, if any, pursuant to which, as of the
effective moment of the Assignment, the Assignee is licensed by Rambus to make, use, and sell one
or more types of [***] (“Assignee Licensed DRAMs”), provided that one of the Assignee Licensed
DRAMs is the [***] .





	 	 	It is understood and agreed that upon any Assignment of this Agreement by Infineon, all
references to “Infineon” in the body of this Agreement (except Section 1.2) shall be deemed
to be references to the Assignee, including without limitation all references to “Infineon”
in Sections 1.6 and 1.7.
	 
	 	 	It is understood that, subject to [***], the [***] (respectively to the extent specified in
the last sentence of this Section 9.1) shall [***] as of the corresponding scope as per
[***], and further [***] (with respect to Leading Suppliers). [***]
	 
	9.2	 	Assignment by Rambus. Rambus may not transfer or assign any rights or licenses under
this Agreement, except that Rambus shall have the right, without the approval of Infineon, to
assign this Agreement to any successor to all or substantially all of Rambus’ business or
assets, provided that the licenses granted to Rambus and its Affiliates hereunder shall
terminate in the event of such assignment. For the avoidance of doubt, also the assignee of
this Agreement shall not be licensed under the assigned Agreement.
	 
	9.3	 	Assignment of Patents. Any assignment or transfer by a party hereto of all or part
of its ownership interest in any patent or patent application owned or controlled by the party
shall be subject to this Agreement and to all amendments, modifications, replacements, and
extensions of this Agreement. Any such assignment or transfer shall not make any commitments
to others




15









 






	 	 	inconsistent with, or in derogation of, any rights granted to the other party in this
Agreement, and such assignee or transferee shall take subject to the pre-existing rights.
	 
	9.4	 	Change of Control of Infineon.





        For the purpose of this Section 9.4:



        “ [***] Sales” shall mean the worldwide value in U.S. dollars of sales, transfers and other
distributions of [***]



        “Infineon”
means Infineon and its Affiliates.



        [***] means the type of [***] during the last [***] preceding the effective date of the [***], had the [***] as published by Gartner-Dataquest (or its successor) [***] for the last period of
at least [***] for which such statistic was so published by Gartner-Dataquest (or its successor).



        “Successor Entity” means the entity resulting from a Change of Control.



        “Prior Entities” means all of the entities (including without limitation companies and
business units of companies) that, after the Change of Control, comprise the Successor Entity, and
their Affiliates, as such entities and their Affiliates existed immediately preceding the Change
of Control, but excluding Infineon and it Affiliates as they existed immediately preceding the
Change of Control.



        “Prior Entities License Agreement” means an agreement, if any, pursuant to which, as of the
effective moment of the Change of Control, any of the Prior Entities is licensed by Rambus to
make, use, and sell one or more types of [***] (“Prior Entities Licensed DRAMs”) provided that one
of the Prior Entities Licensed DRAMs is the [***] .




	(a)	 	if there is no [***] , then upon a [***] the payment obligations under this
Agreement shall be [***] immediately preceding the [***] immediately preceding the
[***]






	 	 	For example [***] prior to the [***] and [***] had already paid [***] then the payment
obligations prior to the [***] as per (i) [***] as per (ii) [***] then the following
adjustment shall apply: the [***] following the [***] shall be [***]






	 	(b)	 	If there is a [***], then Rambus and the Successor Entity shall negotiate,
diligently and in good faith, an appropriate [***] under this Agreement resulting from
the Change of Control. If within [***] after the [***].






	 	 	The parties shall negotiate, and the arbitrator shall render his decision, considering that
it is the intent of the parties that:






	 	(1)	 	Distribution of a [***] should not obligate the [***] to [***] under both [***]
above and under the terms of the [***].
	 
	 	(2)	 	If, after the effective date of the Change of Control, no [***] is the
[***] then, prospectively, [***] shall apply.




16









 






	 	(3)	 	Rambus should be able to [***] with respect [***] , to the extent such [***]
that would be payable if there were no [***]. The extent of such benefits shall be
determined according to the [***]
	 
	 	(4)	 	Rambus should not receive less [***] than if there were no [***]
	 
	 	(5)	 	Any late payments resulting from this negotiation and/or arbitration shall bear
interest at the rate of twelve percent (12%) (or, if less, the maximum allowed by
applicable law) per year, from the date that such payment would otherwise have been due.






	 	 	(For example, [***] provided for payment to Rambus of [***] for the right to make and sell
up to [***] then Rambus would retain this [***] but there would be [***] of the [***] By way
of further example, if [***].
	 
	 	 	The parties shall meet within [***] after the Effective Date to discuss additional such
principles.
	 
	 	 	It is understood and agreed that upon any [***] in which [***] is merged into a successor,
all references to [***] in the body of this Agreement [***] shall be deemed to be
references to the [***] , including without limitation the references to [***] in [***]
	 
	 	 	It is understood that, subject to [***], the [***] (respectively to the extent specified in
the last sentence of this paragraph) shall fully extend to the entity resulting from the
[***] and any entity resulting from a [***] , subject to such resulting entity’s [***] ,
and further [***]
	 
	 	 	In addition, upon any Change of Control of Infineon in which Infineon becomes controlled
(as “control” is defined in the definition of “Affiliate”) by an Affiliate, then Infineon
shall be entitled, on written notice to Rambus, to Assign this Agreement, in accordance
with Section 9.1, to any of its Affiliates that controls Infineon.
	 
	9.5	 	Impermissible Assignments Null and Void. Any purported transfer or assignment of
this Agreement not expressly permitted under this Article 9 shall be null and void and of no
effect.
	 
	9.6	 	Limited Extension of Releases. Notwithstanding anything to the contrary contained
in this Agreement, the [***] set forth in [***] and granted, extended and/or transferred to a
[***], or to [***], may only be so granted, extended and/or transferred to such entity if (a)
such entity is not a [***] as of the Effective Date); or (b) such entity is a [***] as of the
Effective Date (or a successor to all or substantially all of the assets and liabilities of a
[***] as of the Effective Date) [***] , been granted, extended and/or transferred to a [***] .
	 
	9.7	 	Arbitration for purposes of Section 9.1 and 9.4:
	 
	 	 	The arbitration shall be under the then current International rules of the American
Arbitration Association, subject to the additional limitations set forth herein, and shall
take place in New York, New York. The arbitration shall be conducted by a single arbitrator
appointed in accordance with such rules. Each party to the arbitration shall prepare a
written proposal setting forth its position with respect to the substance of the dispute.
Without delaying the arbitration procedures, for a period not to exceed three (3) days
commencing no later than fifteen (15) days after the arbitrator has been selected, the
parties shall exchange and discuss their respective




17









 






	 	 	written proposals in good faith in an effort to resolve the matter. The arbitrator shall
select one of the requested positions as his decision, and shall not have authority to
render any substantive decision other than to so select the position of either Rambus or
the Successor Entity. If one party does not submit to the arbitrator a written proposal
setting forth its position within the time period established by the arbitrator therefor,
the arbitrator shall select the other party’s position. The costs of such arbitration shall
be shared equally by the parties, and each party shall bear its own expenses in connection
with the arbitration. The parties shall use good faith efforts to complete arbitration
under this section within ninety (90) days following a request by a party for such
arbitration. Likewise, the arbitrator shall limit discovery as reasonably practicable to
complete the arbitration in the foregoing time frames. Judgment on the award rendered by
the arbitrators may be entered in any court having jurisdiction thereof.





ARTICLE 10




Dispute Resolution





	10.1	 	Governing Law. This Agreement shall be governed by and construed in accordance with
the laws of the United States and the State of Delaware, without giving effect to any
choice-of-law or conflict-of-law provision or rule (whether of the State of Delaware or any
other jurisdiction) that would cause the application of the laws of any jurisdiction other
than the State of Delaware or the United States.
	 
	10.2	 	English Language. This Agreement is executed in the English language and no
translation shall have any legal effect.
	 
	10.3	 	Jurisdiction and Venue. Any legal action, suit or proceeding arising under, or
relating to, this Agreement, shall be brought in the federal or state courts of the State of
Delaware 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 venue for any such suit,
action or proceeding in such courts.





ARTICLE 11




Audits





	11.1	 	[***], and in addition within [***] months following notice to Infineon of a Qualifying
License Agreement which would lead to the respective higher payment cap pursuant Sections 6.2
through 6.4, or a notice as per Article 2.3, which could lead to adjustment of payments,
Rambus shall permit an independent certified public accounting firm designated by Infineon and
reasonably acceptable to Rambus and subject to reasonable confidentiality obligations to have
access during normal business hours to Rambus’ facilities and premises, to allow such
accounting firm to conduct an audit, at Infineon’s sole expense, of Ram bus’s books, records
and agreements for the sole purpose of verifying: (i) Rambus’ compliance with its obligations
under Section 2.3; and (ii) the existence and terms of Qualifying License Agreements and
whether such agreements are, or remain, in effect and are fulfilled by the respective parties,
provided that such accounting firm shall report to Infineon only whether such license
agreements meet the requirements of Qualifying License Agreements and/or the amount of an
adjusted quarterly payment as per Article 2.3.




18









 






	11.2	 	Rambus Audit Right. Rambus shall have the right, [***] within [***] months
following each event as per Section 9.1 (Assignment) or Section 9.4 (Change of Control) to
examine and audit, at Rambus’ cost, through an independent certified public accounting firm
mutually acceptable to both parties (Infineon’s approval not to be unreasonably withheld or
delayed), during normal business hours, all such records as bear upon the Payment Amount
adjustments pursuant to Sections 9.1 and 9.4. Prompt adjustment shall be made by Infineon to
compensate for any errors and/or omissions disclosed by such examination or audit which
result in an underpayment of royalties hereunder, together with interest thereon from the
date the payment was due at an annual rate equal to twelve percent (12%) (or, if less, the
maximum allowed by applicable law).





ARTICLE 12




Miscellaneous





	12.1	 	Entire Agreement. This Agreement constitutes the entire agreement between the
parties regarding the subject matter hereof, and supersedes any and all prior
negotiations, representations, warranties, undertakings or agreements, written or oral,
between the parties regarding such subject matter.
	 
	12.2	 	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 Infineon. 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.
	 
	12.3	 	Confidentiality. Neither party shall disclose the terms and conditions of this
Agreement to any third party without the prior written consent of the other party, except as
provided in Section 4 herein or as may be required by law or as may be reasonably necessary to
enforce this Agreement. Each party may disclose the terms of this Agreement: (i) to its legal
counsel or, under a suitable confidentiality agreement, to accountants or its other
professional advisors; (ii) to any governmental or regulatory authority to comply with
regulatory requirements (in a redacted or sealed form to the extent possible after consulting
with the other party and as determined by the good faith advice of the applicable party’s
outside counsel); (iii) to any court or governmental body or agency compelling such disclosure
(after consulting with the other party and in a redacted or sealed form to the extent
possible); (iv) under a suitable confidentiality agreement, to a prospective successor
(whether by way of merger, corporate reorganization, the sale of all, or substantially all,
assets, or otherwise) in connection with due diligence activities relating to any such
prospective transaction; (v) as otherwise may be required by applicable securities and other
law and regulation (after consulting with the other party and in a redacted or sealed form to
the extent possible as determined by the good faith advice of the applicable party’s outside
counsel), including to legal and financial advisors in their capacity of advising a party in
such matters; (vi) under a suitable confidentiality agreement, to banks, investors and other
financing sources and their advisors; or (vii) 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 (A) the restrictions are
embodied in a court-entered protective order limiting disclosure to outside counsel and (B)
the disclosing party informs the other party in writing at least ten (10) business days in
advance of the disclosure and shall discuss the nature and contents of the disclosure, in good
faith, with the other party.




19









 






	 	 	For the avoidance of doubt, upon execution of this Agreement, or thereafter, Rambus, in its
discretion, shall be entitled to file a copy of this Agreement with the U.S. Securities and
Exchange Commission (after consulting with Infineon and in a redacted or sealed form to the
extent possible as determined by the good faith advice of Rambus’ outside counsel).
	 
	 	 	In addition, Rambus shall be entitled to disclose the terms and conditions of this
Agreement to independent auditors to the extent necessary to comply with any “most favored
customer” provisions of any other agreement to which Rambus is a party.
	 
	12.4	 	Headings. 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.
	 
	12.5	 	Amendment. This Agreement may not be modified or amended except in a writing executed
by authorized representatives of each of the parties.
	 
	12.6	 	Interpretation. Each party confirms that it and its respective counsel have reviewed,
negotiated and adopted this Agreement as the agreement and understanding of the parties hereto
and the language used in this Agreement shall be deemed to be the language chosen by the
parties hereto to express their mutual intent. Neither party shall be considered to be the
drafter of this Agreement or any of its provisions for the purpose of any statute, case law,
or rule of interpretation or construction that would, or might cause, any provision to be
construed against such party.
	 
	12.7	 	Successors and Assigns. This Agreement shall benefit, and be binding upon, the
parties hereto and their respective permitted assignees, successors in interest, and
Affiliates.
	 
	12.8	 	Authority. Each party represents that it is fully authorized to enter into the terms
and conditions of, and to execute, this Agreement.
	 
	12.9	 	No Third Party Beneficiaries. Unless otherwise expressly stated herein, nothing in
this Agreement, express or implied, is intended to confer upon any person other than the
parties hereto or their respective permitted assignees, successors in interest, and Affiliates
any rights or remedies under or by reason of this Agreement.
	 
	12.10	 	Severability. If any 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 if no feasible interpretation shall save such
provision, it shall be severed from the remainder of this Agreement, which shall remain in
full force and effect. If any provision is so severed, Rambus and Infineon shall use their
respective best efforts to negotiate, in good faith, a substitute, valid and enforceable
provision or agreement, that most nearly effects the parties’ intent in entering into this
Agreement.
	 
	12.11	 	No Waiver. The failure of either party to enforce, at any time, any of the
provisions of this Agreement shall in no way be construed as a waiver of such provisions, and
shall not be deemed in any way to affect the validity of this Agreement or any part thereof,
or the right of either party to later enforce each and every such provision. No waiver of any
breach of this Agreement shall be held to be a waiver of any other or subsequent breach.




20









 






	12.12	 	Counterparts; Facsimile Transmission. This Agreement may be executed in
multiple counterparts, each of which shall constitute an original, but all of which together
shall constitute one and the same agreement. Each party may rely on facsimile signature
pages as if such facsimile pages were originals.
	 
	12.13	 	Public Statements. The parties agree that no later than the first business day after
the Effective Date, each shall issue the press release attached hereto as Exhibit 12.13.
Thereafter, Rambus and Infineon shall consult with each other and agree before issuing a press
release or otherwise making any public statement with respect to the terms and conditions of
this Agreement and shall not issue such press release or make any such public statement prior
to such agreement, except that either party shall be free to repeat all or any portion of the
information contained in the press release in Exhibit 12.13 and each party shall be free to
discuss the existence of the Agreement and its own reasons for entering into it.
	 
	12.14	 	Non-Disparagement. Each party shall not make any public statements relating to the
Disputes or this Agreement disparaging the other party or its shareholders, directors,
officers, employees or agents.
	 
	12.15	 	Release of Documents. Infineon agrees that Rambus’ outside counsel of record in the
California Anti-trust Litigation may immediately have access to and make use of for purposes
of the California Anti-trust Litigation all documents previously produced by Infineon to
plaintiffs’ counsel for the DRAM consumer class actions currently pending in California
involving DRAM. Access to and use of such documents shall otherwise be prohibited except as
permitted in the protective orders in the DRAM consumer class actions or as permitted in the protective order
the trial judge has indicated will shortly be entered in California Anti-trust Litigation.
If Rambus exercises its right to such immediate access and use, then, if Rambus should seek
further discovery from Infineon in The California Anti-Trust Litigation, Rambus shall pay
100 % of Infineon’s attorneys’ fees, expenses and costs related to Infineon’s successful
efforts in obtaining a protective order against any portion of future discovery Rambus may
seek from Infineon.
	 
	 	 	If Rambus exercises its right to such immediate access and use, Rambus further agrees that
it will not use any confidential Infineon document at any public hearing or trial, or
otherwise cause a confidential Infineon document to become public, without either the prior
written consent of Infineon or on ten (10) days notice to Infineon in writing so that
Infineon may file any appropriate motions or other applications in the relevant forum to
protect the confidentiality of the document.





***





21










 







     IN WITNESS WHEREOF, each of the parties hereto, by its duly authorized representative,
has executed this Agreement as of the Effective Date first written above.



	 	 	 	 	 	 	 	 	 	 	 
	RAMBUS	 	 	 	INFINEON	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Rambus, Inc.	 	 	 	Infineon Technologies AG	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Harold Hughes
	 	 	 	By:
	 	/s/ A.V. Zitzewitz
                     Guenther Stang	 	 
	 

	 	 

	 	 
	 	 	 	 

	 	 
	Name: Harold Hughes	 	 	 	Name: A.V. Zitzewitz                           Guether Stang	 	 
	Title: C.E.O.	 	 	 	Title: Member of Mgmt Board IFX / Corp. Counsel	 	 
	Date: 3/21/2005	 	 	 	Date: 3/29/2005	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Infineon Technologies North America Corp.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:
	 	/s/ Miriam Martinez	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Name: Miriam Martinez	 	 
	 	 	 	 	 	 	Title: VP & CFO	 	 
	 	 	 	 	 	 	Date: 3/21/2005	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Infineon Technologies Holding
North America Inc.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:
	 	/s/ Miriam Martinez	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Name: Miriam Martinez	 	 
	 	 	 	 	 	 	Title: V.P. & CFO	 	 
	 	 	 	 	 	 	Date: 3/21/2005	 	 







22









 







Exhibit 4.1(c)



SETTLEMENT AGREEMENT AND MUTUAL RELEASE




     This Settlement Agreement and Mutual Release (hereinafter, “Agreement”) is made and entered
into by and between Rambus Inc. (referred to herein as “Rambus”) and Siemens AG and Siemens
Corporation (collectively referred to herein as “Siemens”).



     WHEREAS, there is pending in the Superior Court of the State California for the City and
County of San Francisco, an action filed by Rambus captioned as Rambus Inc. v. Micron Technology,
Inc. et al, Case No. 04-431105 (“The California Anti-trust Litigation”);



     WHEREAS, Rambus desires to resolve any claims it might have against Siemens, anytime and
anywhere that arise out of or are related to or are similar to the claims alleged in The
California Antitrust Litigation, in an expeditious manner;



     WHEREAS, Siemens desires to resolve any counter- or cross-claims it might have against
Rambus, anytime and anywhere that arise out of or are related to or are similar to the claims
alleged in The California Anti-trust Litigation, in an expeditious manner;



     WHEREAS, Siemens denies liability to Rambus and, if Rambus pursued any claims against
Siemens, Siemens would assert a number of defenses in response to such claims;



     WHEREAS, Rambus denies liability to Siemens and, if Siemens pursued any counter or
cross-claims against Rambus, Rambus would assert a number of defenses in response to such claims;
and



     WHEREAS, Rambus and Siemens agree that neither this Agreement nor any statement made in the
negotiation thereof shall be deemed or construed to be an admission by or evidence against either
party or any of its alleged co-conspirators or evidence of the truth of any allegations in any
actions, except in an action to enforce this Agreement.



     NOW, THEREFORE, in consideration of the promises and covenants contained herein, and other
good and valuable consideration, the receipt and sufficiency of which is acknowledged by the
parties, Rambus and Siemens agree as follows:



     Definitions. As used in this Agreement, the following terms shall be defined as
indicated:



23









 





     “Rambus Releasees” shall mean Rambus Inc., its respective current and former direct and
indirect parents, subsidiaries and affiliates, the present and former officers, directors,
employees, agents, shareholders, attorneys, insurers, and representatives of each of the
foregoing, and the predecessors, successors, heirs, executors, administrators and assigns of each
of the foregoing.



     “Siemens Releasees” shall mean Siemens Corporation and Siemens AG, their respective current
and former direct and indirect parents, subsidiaries and affiliates, the present and former
officers, directors, employees, agents, shareholders, attorneys, insurers, and representatives of
each of the foregoing, and the predecessors, successors, heirs, executors, administrators and
assigns of each of the foregoing.



     General
Release by Rambus. Rambus hereby irrevocably releases, acquits and forever
discharges the Siemens Releasees from all manner of claims, demands, actions, suits, causes of
action, whether class, individual or otherwise in nature, damages whenever or wherever incurred,
liabilities of any nature whatsoever, including without limitation costs, expenses, penalties and
attorneys’ fees, known or unknown, suspected or unsuspected, asserted or unasserted, in law or in
equity, which Rambus, whether directly, representatively, derivatively or in any other capacity,
ever had, now has or hereafter can, shall or may have, relating in any way to any conduct prior to
the effective date of this Agreement, whether now known or unknown, concerning all claims it filed
in The California Anti-trust Litigation against Siemens and any other claims, including counter or
cross-claims, whether arising under state, federal, or common law, it could have asserted against
Siemens relating to or arising out of the matters alleged in the Complaint in The California
Anti-trust Litigation.



     General
Release by Siemens. Siemens hereby irrevocably releases, acquits and forever
discharges the Rambus Releasees from all manner of claims, demands, actions, suits, causes of
action, whether class, individual or otherwise in nature, damages whenever or wherever incurred,
liabilities of any nature whatsoever, including without limitation costs, expenses, penalties and
attorneys’ fees, known or unknown, suspected or unsuspected, asserted or unasserted, in law or in
equity, which Siemens, whether directly, representatively, derivatively or in any other capacity,
ever had, now has or hereafter can, shall or may have, relating in any way to any conduct prior to
the effective date of this Agreement, whether now known or unknown, concerning any claims,
including counter and/or cross claims, whether arising under state, federal, or common law, it
could have asserted against Rambus relating to or arising out of the matters alleged in the
Complaint in The California Anti-trust Litigation.



24









 





     Waiver
of Cal. Civil Code § 1542. With respect to the release claims, both Rambus and
Siemens separately and expressly waive and relinquish, to the fullest extent permitted by law, any
and all provisions, rights and benefits conferred by (a) § 1542 of the California Civil Code,
which provides:



     A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO
EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE
MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.



     and (b) any similar state, federal, or other law, rule or regulation or principle of common
law limiting the enforceability or effect of a release. Rambus and Siemens understand that they
may hereafter discover facts other than or different from those that each knows or believes to be
true with respect to the subject matter of the claims they release under this Agreement, but each
nonetheless hereby expressly waives and fully, finally and forever settles and releases any known
or unknown, suspected or unsuspected, asserted or unasserted, contingent or non-contingent claim
with respect to the claims released herein, whether or not concealed or hidden, without regard to
the subsequent discovery or existence of such other or different facts.



     Stipulation
and Order. Concurrent with the execution of this Agreement, Rambus and
Siemens shall execute a stipulation and proposed order for the dismissal with prejudice of all
claims in The California Anti-Trust Litigation in the form attached hereto as Exhibit 4.5.



     Attorneys’
Fees. Each party will pay their own respective attorneys’ fees and costs
related to The California Anti-Trust Litigation and this Agreement.



     Consideration. The consideration of Rambus’ release of claims herein is Siemens’
mutual release of claims against Rambus. The consideration of Siemens’ release of claims herein is
Rambus’ mutual release of claims against Siemens.



     Mutual
Warranties. Rambus and Siemens each represents and warrants that it has not
assigned, encumbered or in any manner transferred, in whole or in part, any claims it may have
against the other or any other Releasee hereunder which otherwise would be a released claim under
this Agreement.



     No
Admission of Liability. This Agreement, including all negotiations and discussions
leading up to the settlement, shall not constitute an admission of liability or other evidence of
any violation of




25









 






any statute or law or of any liability or wrongdoing by any person or entity, or of the truth of
any of the claims or allegations by Rambus, Siemens or any other entity.




     Confidentiality. Neither this Agreement, nor any of its recitals, terms or provisions,
nor any of the negotiations or proceedings connected with it, nor any other action taken to carry
out this Agreement, shall be offered as evidence in any pending or future civil, criminal, or
administrative action or proceedings, except in a proceeding to enforce this Agreement, or to
defend against the assertion of the claims released herein, or as otherwise required by law.



     Entire
Agreement. This Agreement constitutes the entire agreement between the parties
regarding the subject matter hereof, and supersedes any and all prior negotiations,
representations, warranties, undertakings or agreements, written or oral, between the parties
regarding such subject matter.



     Interpretation. Each party confirms that it and its respective counsel have reviewed,
negotiated and adopted this Agreement as the agreement and understanding of the parties hereto and
the language used in this Agreement shall be deemed to be the language chosen by the parties
hereto to express their mutual intent. Neither party shall be considered to be the drafter of this
Agreement or any of its provisions for the purpose of any statute, case law, or rule of
interpretation or construction that would, or might cause, any provision to be construed against
such party.



     Successors
and Assigns. This Agreement shall benefit, and be binding upon, the
parties hereto and their respective permitted assignees, successors in interest, parents, and
Affiliates.



     Authority. Each party represents that it is fully authorized to enter into the terms
and conditions of, and to execute, this Agreement.



     Severability. If any 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 if no feasible interpretation shall save such provision, it
shall be severed from the remainder of this Agreement, which shall remain in full force and
effect. If any provision is so severed, Rambus and Siemens shall use their respective best efforts
to negotiate, in good faith, a substitute, valid and enforceable provision or agreement, that most
nearly effects the parties’ intent in entering into this Agreement.



26









 





     IN WITNESS WHEREOF, the parties hereto, through their duly authorized representatives, have
fully executed this Agreement on the date set forth below.


Dated: March 18, 2005




	 	 	 	 	 	 	 	 	 	 	 
	RAMBUS INC.	 	 	 	SIEMENS	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Rambus, Inc.	 	 	 	Siemens AG	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Harold Hughes
 

	 	 
	 	By:
	 	/s/ Jon R. Roellke
 

	 	 
	Name:

	 	Harold Hughes
	 	 	 	Name:
	 	Jon R. Roellke	 	 
	Title:

	 	C.E.O.
	 	 	 	Title:
	 	Clifford Chance US LLP	 	 
	Date:

	 	3/21/2005
	 	 	 	 	 	Counsel for Siemens AG	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Date:
	 	March 18, 2005	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Siemens Corporation	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:
	 	/s/ E. Robert Lupone	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	E. Robert Lupone	 	 
	 

	 	 	 	 	 	Title:
	 	Sr. V.P. & General Counsel	 	 
	 

	 	 	 	 	 	Date:
	 	March 18, 2005	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:
	 	/s/ Gerard A. Halpin III	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	Gerard A. Halpin III	 	 
	 

	 	 	 	 	 	Title:
	 	V.P., Treasury	 	 
	 

	 	 	 	 	 	Date:
	 	March 18, 2005	 	 






27









 






Exhibit 4.5




JOSEPH W. COTCHETT

NANCY L. FINEMAN

NANCI E. NISHIMURA

COTCHETT, PITRE, SIMON & MCCARTHY

840 Malcolm Road, Suite 200

Burlingame, CA 94010

Tel: (650) 697-6000

Fax: (650) 697-0577




Attorneys
for Plaintiff

 RAMBUS INC.




SUPERIOR COURT OF THE STATE OF CALIFORNIA

COUNTY OF SAN FRANCISCO












	 	 	 	 	 	 
	 

	 	RAMBUS INC.,
	 	 	 
	 
	 	 	 	 	 
	 
	 	 	 	 	 
	Plaintiff,
	 	 	 
	 
	 	 	 	 	 
	 
	 	 	 	 	 
	 	 	vs.	 
	 
	 	 	 	 	 
	 	 	MICRON TECHNOLOGY, INC., a Delaware corporation; MICRON SEMICONDUCTOR, INC., an Idaho
corporation; HYNIX SEMICONDUCTOR, INC., a Korean corporation; HYNIX SEMICONDUCTOR AMERICA, INC.,
a California corporation; SIEMENS AG, a German corporation; SIEMENS CORPORATION, a Delaware
corporation; INFINEON TECHNOLOGIES AG, a German corporation; INFINEON TECHNOLOGIES NORTH AMERICA
CORPORATION, a Delaware corporation; and DOES 1 through 50, inclusive,
	 
	 	 	 	 









 



Defendants.




CASE NO. 04-431105




Honorable Richard A. Kramer



DISMISSAL WITH PREJUDICE (CAL. CIV. P. § 581(c)) OF ALL CLAIMS AGAINST DEFENDANTS INFINEON
TECHNOLOGIES AG, INFINEON TECHNOLOGIES NORTH AMERICA CORP., SIEMENS
CORPORATION AND SIEMENS
AKTIENGESELLSCHAFT































DISMISSAL WITH PREJUDICE (CAL. CIV. P. § 581(c)) OF ALL CLAIMS AGAINST DEFENDANTS INFINEON

TECHNOLOGIES AG, INFINEON TECHNOLOGIES NORTH AMERICA CORP., SIEMENS CORPORATION AND
SIEMENS AKTIENGESELLSCHAFT










28









 





     Plaintiff Rambus Inc. and Defendants Infineon Technologies AG, Infineon Technologies
North America Corp., Siemens Corporation and Siemens Aktiengesellschaft hereby stipulate that all
claims asserted by Rambus against these Defendants are hereby dismissed with prejudice, with each
party to bear its own costs and attorneys’ fees.



	 	 	 	 	 	 	 
	Dated: March                     , 2005	 	KIRKLAND & ELLIS LLP	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

SARRETTA C. McDONOUGH
	 	 
	 

	 	 	 	Attorneys for Defendants

INFINEON TECHNOLOGIES NORTH
AMERICA CORP. and INFINEON
TECHNOLOGIES AG	 	 
	 
	 	 	 	 	 	 
	Dated: March                     , 2005	 	CLIFFORD CHANCE	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

NANCY RABER
	 	 
	 

	 	 	 	JAMES WEIDNER	 	 
	 

	 	 	 	JON R. ROELLKE	 	 
	 

	 	 	 	2001 K Street, N.W.	 	 
	 

	 	 	 	Washington, DC 20006-1001	 	 
	 

	 	 	 	Tel: (202) 912-5000	 	 
	 

	 	 	 	Fax: (202) 912-6000	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Attorneys for Defendants SIEMENS
CORPORATION and SIEMENS AKTIENGESELLSCHAFT	 	 














DISMISSAL WITH PREJUDICE (CAL. CIV. P. § 581(c)) OF ALL CLAIMS AGAINST DEFENDANTS INFINEON

TECHNOLOGIES AG, INFINEON TECHNOLOGIES NORTH AMERICA CORP., SIEMENS CORPORATION AND

SIEMENS AKTIENGESELLSCHAFT











29









 





	 	 	 	 	 	 	 
	Dated: March                     , 2005	 	COTCHETT, PITRE, SIMON & MCCARTHY	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

JOSEPH W. COTCHETT
	 	 
	 

	 	 	 	NANCY L. FINEMAN	 	 
	 

	 	 	 	NANCI E. NISHIMURA	 	 
	 

	 	 	 	840 Malcolm Road, Suite 200	 	 
	 

	 	 	 	Burlingame, CA 94010	 	 
	 

	 	 	 	Tel: (650) 697-6000	 	 
	 

	 	 	 	Fax: (650) 697-0577	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Attorneys for Plaintiff RAMBUS INC.	 	 
	 
	 	 	 	 	 	 
	Dated: March
                    , 2005	 	MUNGER, TOLLES & OLSON LLP	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

GREGORY P. STONE
	 	 
	 

	 	 	 	BRADLEY S. PHILLIPS	 	 
	 

	 	 	 	STEVEN M. PERRY	 	 
	 

	 	 	 	SHONT E. MILLER	 	 
	 

	 	 	 	355 South Grand Avenue, 35th Floor	 	 
	 

	 	 	 	Los Angeles, CA 90071-1560	 	 
	 

	 	 	 	Tel: (213) 683-9100	 	 
	 

	 	 	 	Fax: (213) 687-3702	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Attorneys for Plaintiff RAMBUS INC.	 	 














DISMISSAL WITH PREJUDICE (CAL. CIV. P. § 581(c)) OF ALL CLAIMS AGAINST DEFENDANTS INFINEON

TECHNOLOGIES AG, INFINEON TECHNOLOGIES NORTH AMERICA CORP., SIEMENS CORPORATION AND

SIEMENS AKTIENGESELLSCHAFT











30









 






IN THE UNITED STATES DISTRICT COURT

FOR THE EASTERN DISTRICT OF VIRGINIA

Richmond Division








RAMBUS INC.




Plaintiff,




     vs.





INFINEON TECHNOLOGIES AG, et al.




Defendants.









Civil Action No.: 3:00CV524










STIPULATION OF DISMISSAL WITH PREJUDICE




Pursuant
to Federal Rule of Civil Procedure 41(a)(1)(ii), Plaintiff and Counterclaim-Defendant
Rambus Inc. (“Rambus”) and Defendants and Counterclaimants Infineon Technologies AG, Infineon
Technologies North America Corp., Infineon Technologies, Inc., Infineon Technologies Holding North
America Inc. a/k/a Infineon Technologies Holding North America Corp., and Infineon Technologies
Corp. (collectively “Infineon”), by their undersigned attorneys, hereby stipulate to the dismissal
with prejudice of this action, including, without limitation, all claims and counterclaims alleged
by either Rambus or Infineon in this action at any time (including any claims and counterclaims
previously dismissed either voluntarily or involuntarily).




31









 








It is further stipulated that each party shall bear its own costs and attorneys’ fees.




	 	 	 	 	 	 	 
	DATED: March 21, 2005

	 	 	 	DATED: March 21, 2005	 	 
	 
	 	 	 	 	 	 
	/s/ B.C. Riopelle
 

Brian C. Riopelle (VSB No. 36454)

	 	 
	 	/s/ R.B. Hill
 

Michael W. Smith (VSB No. 01125)
	 	 
	Robert M. Tyler (VSB No. 37861)

	 	 	 	Craig T. Merritt (VSB No. 20281)	 	 
	McGUIRE WOODS LLP

	 	 	 	R. Braxton Hill, IV (VSB No. 41539)	 	 
	One James Center

	 	 	 	CHRISTIAN & BARTON, L.L.P.	 	 
	901 East Gary Street

	 	 	 	909 East Main Street, Suite 1200	 	 
	Richmond, Virginia 23219-4030

	 	 	 	Richmond, Virginia 23219	 	 
	(804) 775-1000

	 	 	 	(804) 697-4112	 	 
	 
	 	 	 	 	 	 
	OF COUNSEL:

	 	 	 	OF COUNSEL:	 	 
	John M. Desmarais

	 	 	 	Gregory P. Stone	 	 
	Gregory S. Arovas

	 	 	 	Steven M. Perry	 	 
	Michael P. Stadnick

	 	 	 	Peter A. Detre	 	 
	KIRKLAND & ELLIS LLP

	 	 	 	MUNGER, TOLLES & OLSON LLP	 	 
	Citigroup Center

	 	 	 	355 South Grand Avenue, 35th Floor	 	 
	153 East 53rd Street

	 	 	 	Los Angeles, California 90071-1560	 	 
	New York, New York 10022

	 	 	 	(213) 683-9100	 	 
	(212) 446-4800
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	ATTORNEYS FOR DEFENDANTS

	 	 	 	ATTORNEYS FOR PLAINTIFF	 	 






32









 





James J. Elacqua (State Bar No.: 187897)

Jeannine Yoo Sano (State Bar No.: 174190)

DEWEY BALLANTINE LLP

1950 University Avenue, Suite 500

East Palo Alto, California 94303-2225

Telephone: (650) 845-7000

Facsimile: (650) 845-7333




Kevin S. Kudlac (pro hac vice application filed)

Pierre J. Hubert (pro hac vice application filed)

Brian K. Erickson (pro hac vice application filed)

DEWEY BALLANTINE LLP

401 Congress Avenue, Suite 3200

Austin, Texas 78701

Telephone: (512) 226-0300

Facsimile: (512) 226-0333




Attorneys for Plaintiff

RAMBUS INC.




UNITED STATES DISTRICT COURT



NORTHERN DISTRICT OF CALIFORNIA



SAN JOSE DIVISION






RAMBUS INC.,




Plaintiff,




     vs.


HYNIX
SEMICONDUCTOR, INC., HYNIX SEMICONDUCTOR AMERICA, INC., HYNIX
SEMICONDUCTOR MANUFACTURING
AMERICA INC.,



INFINEON TECHNOLOGIES AG, INFINEON TECHNOLOGIES NORTH AMERICA CORP.,



NANYA TECHNOLOGY CORPORATION, NANYA TECHNOLOGY CORPORATION U.S.A.,



INOTERA MEMORIES, INC.,




Defendants.







CASE NO. C05-00334 EDL



STIPULATED
DISMISSAL WITH PREJUDICE (FED. R. CIV. P. § 41(a)(1)(i)) OF ALL CLAIMS AGAINST
DEFENDANTS INFINEON TECHNOLOGIES AG AND INFINEON TECHNOLOGIES NORTH AMERICA CORP.










33










 





     Plaintiff Rambus Inc. hereby dismisses with prejudice all claims asserted by Rambus
against Defendants Infineon Technologies AG and Infineon Technologies North America Corp., with
each party to bear its own costs and attorney fees.



	 	 	 	 	 	 	 
	Dated: March 22, 2005	 	Respectfully submitted,	 	 
	 	 	DEWEY BALLANTINE LLP	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Jeannine Yoo Sano
 

Jeannine Yoo Sano
	 	 
	 	 	Attorneys for Plaintiff Rambus Inc.	 	 







34