exv10w35



 





EXHIBIT
10.35

CONFIDENTIAL TREATMENT REQUESTED




SETTLEMENT AND LICENSE AGREEMENT




     This Settlement and License Agreement (“Agreement”) is entered
into and made effective as of December 21, 2006 (the “Effective Date”), by and between
Silicon Image, Inc. (“Silicon Image”), a Delaware corporation having its principal place of
business at 1060 E. Arques Ave., Sunnyvale, CA 94085, for itself and its majority owned or
controlled subsidiaries (collectively, “SIMG”), and Genesis Microchip Inc.
(“Genesis”) a Delaware corporation with its principal place of business at 2150 Gold
Street, Alviso, CA 95002, for itself and its majority owned or controlled subsidiaries
(collectively, “GNSS”).



RECITALS




     WHEREAS, Silicon Image filed suit against Genesis in the U.S. District Court for the Eastern
District of Virginia (the “District Court”) in 2001 for alleged infringement of Silicon
Image’s U.S. patent number 5,905,769, and subsequently added a claim for alleged infringement of
Silicon Image’s U.S. patent number 5,974,464;



     WHEREAS, Silicon Image and Genesis entered into a memorandum of understanding dated as of
December 18, 2002 (the “MOU”);



     WHEREAS, the parties have been involved in litigation regarding the MOU before the District
Court and the U.S. Court of Appeals for the Federal Circuit;



     WHEREAS, GNSS is currently selling, and wishes to continue to sell Royalty-Bearing Products
(as defined below), for incorporation by its customers into personal computers, televisions and
other products that use the DVI 1.0 and/or HDMI 1.x standards (as defined below);



     WHEREAS, Silicon Image is one of the founders of the DVI 1.0 and HDMI 1.x standards, and
wishes to promote the adoption of such standards;



     WHEREAS, GNSS wishes to obtain, and SIMG is willing to grant to GNSS, the rights set forth in
this Agreement subject to the terms and conditions of this Agreement;



     NOW, THEREFORE, the parties agree as follows:


1. Definitions.




     1.1 “HDMI 1.x standard” means the HDMI Version 1.0 standard and/or its Minor Updates.



     1.2 “Minor Update” has the same definition herein as the definition of “Minor Update”
set forth in the High-Definition Multimedia Interface Specification Revision 1.1 Adopter Agreement
signed by Genesis in July 2005.



     1.3 “Royalty-Bearing Products” means all products designed by GNSS or sold or offered
for sale by GNSS under a GNSS brand which implement the DVI Version 1.0 standard



 









 







or the HDMI 1.x standard. For purposes of this Agreement, Royalty-Bearing Products are either
“Rx products” or “Tx products”. “Rx product” means a Royalty-Bearing Product that is an IC device
capable of being used to receive and decode DVI or HDMI signals. “Tx product” means a
Royalty-Bearing Product that is an IC device capable of being used to encode and transmit DVI or
HDMI signals. Further, an Rx product is either “discrete” or “integrated”. An Rx product is
“discrete” if the sole capability of that product is to receive pixel data over a DVI/HDMI signal
link and output the same pixel data without alteration on a parallel signal link with separate
signals for each bit of pixel data and each control signal. An Rx product is “integrated” if it is
not a discrete Rx product as defined in the preceding sentence.



     1.4 “SIMG Licensed Patents” means all patent claims owned by SIMG claiming entitlement
to a priority date on or before September 1, 2006, and all reissues, reexaminations and foreign
counterparts thereof.



     1.5 (i) As used in this Agreement, a patent claim is “owned” by a party if the party either
owns or otherwise has the right to assert the patent claim.



          (ii) Notwithstanding anything to the contrary in this Agreement, HDMI Licensing, LLC, a
subsidiary of Silicon Image that is the agent responsible for administering the licensing of the
HDMI specifications, promoting and enforcing the HDMI standard, and providing education on the
benefits of HDMI to retailers and consumers, shall not be considered to be a “majority owned or
controlled subsidiary” of Silicon Image for the purposes of this Agreement. No licenses are
granted hereunder by HDMI Licensing, LLC. Silicon Image represents and warrants that HDMI
Licensing, LLC does not own any patents or patent applications, or have the right to assert any
patents, and that HDMI Licensing, LLC will not own any patents or patent applications or have the
right to assert any patents during the term of this Agreement. Without limiting the foregoing
sentence, Silicon Image covenants for a period of three (3) years after the Effective Date that it
shall not allow HDMI Licensing, LLC to assert patents in a manner that would be a breach of the
covenant in Section 6.1 if such assertion were made directly by Silicon Image.




          (iii) For avoidance of doubt, and without limiting the scope of any rights granted to GNSS in
this Agreement, in the event SIMG offers to license a content protection, storage, or networking
scheme, protocol or standard pursuant to a standard adopters agreement available to adopters on
reasonable and nondiscriminatory terms, this Agreement shall not be deemed to make GNSS an
“adopter” under any such adopters agreement unless GNSS executes such adopters agreement.



2. License Grants.




     2.1 Subject to the terms and conditions of this Agreement, SIMG hereby grants GNSS a
worldwide, nonexclusive license under the SIMG Licensed Patents to make, have made, use, offer for
sale, sell and import Royalty-Bearing Products.



     2.2 The license granted in Section 2.1 is non-sublicensable and non-assignable (except to an
entity that gains majority ownership or control of GNSS to the extent set forth in Section 8).



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     2.3 SIMG represents and warrants that it owns the SIMG Licensed Patents and has the right to
grant the license in Section 2.1, that fewer than ten (10) of the SIMG Licensed Patents are jointly
owned, and that it has not assigned any patents or patent applications between December 18, 2002
and the Effective Date. Each party reserves all rights not expressly granted herein.


3. Payments.




     GNSS previously has paid certain amounts in connection with the parties’ litigation and the
MOU, including a transfer from the District Court escrow to Silicon Image in the amount set forth
in Exhibit A, Section A.1 in or around May, 2006, and a direct payment by Genesis to Silicon Image
in the amount set forth in Exhibit A, Section A.2 in or around July, 2006.



     In addition, Genesis will pay Silicon Image, within seven (7) working days (i.e. excluding
weekends and holidays) after the Effective Date, the following amounts:



     (i) the amount set forth in Exhibit A, Section A.3; and



     (ii) the amount set forth in Exhibit A, Section A.4.



     In addition, within seven (7) working days after the Effective Date, Genesis will provide to
SIMG a written statement in the form attached as Exhibit B, setting forth sales information, by
quarter, for Royalty-Bearing Products sold by GNSS to third parties (“Sold,” and each such sale,
“Sale”) from December 18, 2002 through September 30, 2006 (including without limitation the number
of DVI integrated Rx products Sold since December 18, 2002, and including the number of units set
forth in Exhibit A, Section A.5 of DVI integrated Rx products Sold after December 18, 2002, but
excluding Royalty-Bearing Products excluded pursuant to Section 4.5).


4. Royalty Payments.




     4.1 For all Royalty-Bearing Products Sold beginning on October 1, 2006 until the earlier of
the expiration of this Agreement or the termination of this Agreement in accordance with its terms
(other than (a) the number of units set forth in Exhibit A, Section A.5 of DVI integrated Rx
products Sold after December 18, 2002 and (b) Royalty-Bearing Products excluded pursuant to Section
4.5), Genesis shall pay Silicon Image the per IC royalties set forth in Exhibit C.



     4.2 The foregoing royalties are in addition to royalties payable by GNSS, if any, under its
HDMI adopter agreement or any adopter agreement GNSS may execute for any other standard.



     4.3 Units with DVI or HDMI circuitry that is not functional and cannot be made functional
(i.e. as a result of not being bonded-out or as a result of other permanent and irreversible
disablement, the IC is not capable of being used to receive and decode DVI or HDMI signals in the
case of receiver circuitry, and the IC is not capable of being used to encode and transmit DVI or
HDMI signals in the case of transmitter circuitry), will not be subject to payment of royalties
under this Agreement. On a quarterly basis, GNSS shall provide Silicon



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Image with a written list identifying by part number any such GNSS products Sold containing
DVI or HDMI circuitry that is not functional and cannot be made functional.



     4.4 SIMG and GNSS acknowledge, in connection with the products described in this settlement
proposal, the unusual technical difficulties in determining the use or non-use of particular patent
claims, and the mutual convenience of computing royalties on defined classes of products without
regard to actual use of patent claims. Accordingly, and in furtherance of their desire to resolve
their present disputes and to avoid future disputes, the parties acknowledge that computing
royalties on the products described herein, regardless of actual use of particular patent claims,
provides a mutually convenient means for measuring the value of the licenses granted.



     4.5 For avoidance of doubt and notwithstanding anything to the contrary, only a single royalty
will be payable by GNSS directly to SIMG under this Agreement on a single unit of Royalty-Bearing
Product. If multiple royalties would otherwise apply to a single unit of Royalty-Bearing Product
under this Section 4, only the highest of the applicable royalties will apply. Royalties will not
be due on Royalty-Bearing Products sold to third parties that have a royalty-bearing or fully paid
up patent license with SIMG that covers the third party’s sale of products containing components
from such third party’s suppliers that implement the DVI Version 1.0 standard or the HDMI 1.x
standard, including without limitation (as of the Effective Date) Sony, Toshiba and Pace Micro
Technology. In the event SIMG enters into additional such licenses in the future, Silicon Image
shall promptly notify Genesis of the identity of the third party so that GNSS may adjust its
calculations accordingly. (A license or non-assert relating to a specification or standard that is
granted to a founder or adopter of the specification or standard pursuant to a form agreement
available to founders or adopters on nondiscriminatory terms to implement the specification or
standard (such as, for example and without limitation, the HDMI Specification Adopter Agreement or
the Digital Visual Interface Specification Revision 1.0 Adopter’s Agreement) will not be deemed a
“royalty-bearing or fully paid up patent license with SIMG” for purposes of the preceding
sentences). In the event GNSS becomes licensed to SIMG Licensed Patents under a separate agreement
with SIMG, whether by merger or acquisition or otherwise, and a Royalty-Bearing Product under this
Agreement would also bear a royalty under that separate agreement absent this Section
4.5, then GNSS may pay only the higher of the two royalties under either this Agreement or that
separate agreement for such Royalty-Bearing Product. For avoidance of doubt, and notwithstanding
anything to the contrary, if GNSS acquires or develops a product line that incorporates a licensed
core provided by SIMG or anyone authorized by SIMG to provide such licensed core pursuant to a
royalty-bearing or fully paid-up core license agreement, then those products will continue to be
governed solely by the core license agreement and not be covered by this Agreement.



     4.6 Within forty-five (45) days after the end of each calendar quarter during the term of
this Agreement, commencing with the quarter ending December 31, 2006, Genesis shall provide Silicon
Image with a written statement in the form of Exhibit D setting forth the basis for the calculation
of the amount payable by GNSS to SIMG under Section 4.1 of this Agreement for GNSS’s sales to third
parties of Royalty-Bearing Products during the just-ended quarter, together with payment of such
amount. GNSS shall pay interest on all overdue, undisputed amounts at the WSJ prime rate.



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     4.7 For purposes of computing and reporting royalties hereunder, royalties shall accrue only
for Sales, which may be reduced to account for returns, exchanges, credits, and other similar
adjustments or allowances.


5. Mutual Release.




     5.1 Upon receipt by Silicon Image of the payments in Sections 3(i) and 3(ii) and the written
report in Section 3, SIMG and GNSS hereby irrevocably release each other and their suppliers,
manufacturers, licensees, distributors, resellers, customers, successors and assigns from all
claims, causes of action and liability arising prior to the Effective Date: (i) relating to the
MOU, (ii) which the releasing party had against the other party that relate to the litigation
settled by the MOU and subsequent litigation over the interpretation of the MOU, (iii) arising out
of or related to all claims and counterclaims that were asserted, or could have been asserted by
the releasing party, in such litigations, or (iv) arising out of or related to infringement of any
SIMG Licensed Patents by the manufacture, use, offer for sale, sale or importation of a
Royalty-Bearing Product. However, the foregoing release shall not affect GNSS’s right to
challenge, or assert, after the Effective Date, any claims, counterclaims or defenses with respect
to the patents that SIMG asserted in the prior litigation, including noninfringement, invalidity or
unenforceability; provided, that any such challenge or assertion by GNSS shall only be in response
to an assertion or reasonable apprehension of assertion of such patents after the Effective Date
against (a) GNSS, or (b) the use, manufacture, importation, offering for sale or sale of GNSS
products (or products incorporating a GNSS product to the extent such assertion implicates a GNSS
product) by GNSS’s direct or indirect suppliers, manufacturers, licensees, distributors, resellers
or customers.



     5.2 To the extent Section 1542 of the Civil Code of the State of California might otherwise
apply to the release in Section 5.1, each of GNSS and SIMG waives any and all rights under Section
1542 of the Civil Code of the State of California, which provides as follows:




A general release does not extend to claims which the creditor does not
know or suspect to exist in his or her favor at the time of executing
the release, which if known by him or her must have materially affected
his or her settlement with debtor.


6. Other Covenants.




     6.1 GNSS and SIMG (each, the “Covenanting Party”) each covenants that it will not, for
a period of three (3) years after the Effective Date, under any patent owned by the Covenanting
Party, (a) sue or assert any infringement claim against the other party (collectively, the
“Receiving Party”), or (b) in connection with a product imported, manufactured, offered for
sale, used, sold or distributed by a Receiving Party, or in connection with the license of a
Receiving Party’s core design to a third party by a Receiving Party, sue or assert any infringement
claim against a Receiving Party’s suppliers, licensees of Receiving Party’s core designs,
manufacturers, distributors, resellers or customers, whether direct or indirect.



     6.2 If either party breaches the foregoing covenant, the non-breaching party will be entitled
to reimbursement by the breaching party of reasonable attorneys fees, costs and expenses



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incurred to enforce this covenant, in addition to any other remedies available under law. The
parties further agree that injunctive relief to enforce the covenants is an appropriate remedy for
such breach.


7. Term and Termination.




     7.1 This Agreement will commence: on the Effective Date and expire on September 30, 2014,
unless earlier terminated pursuant to Section 7.2.



     7.2 This Agreement may be terminated on written notice by the nonbreaching party if the other
party’s material breach remains uncured sixty (60) days after the breaching party’s receipt of
written notice thereof from the nonbreaching party. However, any failure to make payment based on
a genuine dispute will not give rise to SIMG’s right to terminate, subject to the following: In the
event of a dispute over payment, GNSS shall continue to pay Silicon Image all amounts not in
dispute, and either party may request a meeting between the chief executive officers of both
parties to resolve such dispute. Within 30 days after receipt of such request, the parties’ chief
executive officers shall meet and attempt to resolve the dispute in good faith. If the parties
have not resolved such dispute within 30 days after such initial meeting, then GNSS shall deposit
the amount in dispute into an escrow account pending final adjudication of the dispute through
litigation or mutually agreed arbitration proceedings. Upon a final and binding resolution of the
dispute in Silicon Image’s favor, the amount adjudged due to Silicon Image will be released to
Silicon Image from the escrow account.



     7.3 Genesis shall pay to Silicon Image all unpaid amounts payable by GNSS to SIMG under this
Agreement within forty-five (45) days after the expiration or termination of this Agreement. Such
payment shall be accompanied by a written statement in the form attached as Exhibit D setting forth
the basis for calculation of such payment.



     7.4 Sections 1, 2.3, 5, 6.2, 7.3, 7.4, 10, 11 and 12 will survive the termination or
expiration of this Agreement. In addition, Section 9 will survive for three years after
termination or expiration of this Agreement.


8. Effect of Change of Control.




     8.1 After any acquisition or change of control of GNSS, (a) SIMG’s covenant not to sue in
Section 6 above will continue only for the remainder of the term of the covenant and only with
respect to patents owned by SIMG that are entitled to an earliest priority date before such
acquisition or change of control of GNSS (such patent claims collectively, “Existing SIMG
Patents”) and patent claims claiming priority from such Existing SIMG Patents, and (b) the
license grants (and corresponding royalty and reporting obligations) in this Agreement will
continue only for the remainder of the term of this Agreement; provided that, for both (a) and (b),
such covenant not to sue and license grants by SIMG shall continue only with respect to (i) GNSS
products that have been commercially produced and sold prior to the change of control date which
the acquirer or entity resulting from such change of control or acquisition (as the case may be)
sells after such acquisition or change of control, and any derivatives that have the same form,
fit, function and process technology in all material respects which the acquirer or entity
resulting from such GNSS change of control or acquisition (as the case may be) sells after such



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acquisition or change of control, and (ii) at the request of the acquirer or entity resulting
from such GNSS acquisition or change of control (as the case may be) and SIMG’s discretion, which
will not be unreasonably withheld or delayed after presentation of appropriate documentation,
products introduced in the 120 days after the change of control date which were being developed
solely by GNSS prior to the change of control date. For avoidance of doubt, the acquirer or entity
resulting from such GNSS acquisition or change of control (as the case may be) shall continue to be
bound by the covenant not to sue in Section 6 with respect to patents owned by GNSS before such
acquisition or change of control and patent claims that claim priority to applications owned by
GNSS before such acquisition or change of control, but not with respect to patents owned by the
acquirer or merger partner before such acquisition or change of control, or patents owned by the
acquirer or entity resulting from such GNSS acquisition or change of control (as the case may be)
after such acquisition or change of control which do not claim priority to any application owned by
GNSS before such acquisition or change of control.



     8.2 After any acquisition or change of control of SIMG, GNSS’s covenant not to sue in Section
6 above will continue only for the remainder of the term of the covenant and only with respect to
patents owned by GNSS that are entitled to an earliest priority date before such acquisition or
change of control of SIMG (such patent claims collectively, “Existing GNSS Patents”) and
patent claims claiming priority from such Existing GNSS Patents, and only with respect to (i) SIMG
products that have been commercially produced and sold prior to the change of control date which
the acquirer or entity resulting from such change of control or acquisition (as the case may be)
sells after such acquisition or change of control, and any derivatives that have the same form,
fit, function and process technology in all material respects which the acquirer or entity
resulting from such SIMG change of control or acquisition (as the case may be) sells after such
acquisition or change of control, and (ii) at the request of the acquirer or entity resulting from
such SIMG acquisition or change of control (as the case may be) and GNSS’s discretion, which will
not be unreasonably withheld or delayed after presentation of appropriate documentation, products
introduced in the 120 days after the change of control date which were being developed solely by
SIMG prior to the change of control date. For avoidance of doubt, the acquirer or entity resulting
from such SIMG acquisition or change of control (as the case may be) shall continue to be bound by
the covenant not to sue in Section 6 with respect to patents owned by SIMG before such acquisition
or change of control and patent claims that claim priority to applications owned by SIMG before
such acquisition or change of control, but not with respect to patents owned by the acquirer or
merger partner before such acquisition or change of control, or patents owned by the acquirer or
entity resulting from such SIMG acquisition or change of control (as the case may be) after such
acquisition or change of control but which do not claim priority to any application owned by SIMG
before such acquisition or change of control.



     8.3 For avoidance of doubt, in the event of an acquisition or change of control of GNSS, the
acquirer or entity resulting from such GNSS acquisition or change of control (as the case may be)
will be bound by this Agreement, but subject to the limitations set forth in sections 8.1 and 8.2.
For avoidance of doubt, in the event of an, acquisition or change of control of SIMG, the acquirer
or entity resulting from such SIMG acquisition or change of control (as the case may be) will be
bound by this Agreement, but subject to the limitations set forth in sections 8.1 and 8.2.



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     8.4 For purposes of this Section 8, “control” means the power to direct or cause the direction
of the management and policies of Genesis or Silicon Image (as applicable) (the “Subject Entity”),
whether (a) by ownership of more than 50% of the Subject Entity’s then-outstanding voting
securities, (b) by merger or consolidation of the Subject Entity with or into another entity where
the holders of the Subject Entity’s capital stock immediately prior to such merger or consolidation
do not hold more than 50% of the total voting power of the entity resulting from such merger or
consolidation immediately after such merger or consolidation, or (c) by contract. For avoidance of
doubt, the foregoing sentence is not intended to cover a change of the Subject Entity’s
management personnel in and of itself that occurs apart from a change in control of the Subject
Entity, or entry by the Subject Entity into licenses or other contracts in the ordinary course of
business that do not involve a change in control of the Subject Entity.



     9. Audit Rights.


During the term, Silicon Image will have the right to
retain, at its expense, a reputable independent auditor
(not Silicon Image’s then-current independent auditor),
reasonably acceptable to GNSS, to conduct an audit of
GNSS’s records relevant to the payment under Section 4.1
for Sales occurring on or after October 1, 2006 for the
sole purpose of verifying the accuracy of royalty payments
made under this Agreement, during GNSS’s regular business
hours without undue interruption to GNSS business
activities and upon no less than 30 days’ prior written
notice. Such audits may occur no more than once every 12
months, and only the Sales occurring in the three-year
period preceding the audit request will be subject to
audit. The auditor must enter into GNSS’s standard
confidentiality agreement and may only disclose to Silicon
Image the presence and amount of underpayment or
overpayment, if any. The auditor must provide GNSS with a
copy of the auditor’s report no later than it is provided
to Silicon Image. GNSS shall pay Silicon Image any
amounts owing promptly, but in no event later than thirty
(30) days after, notice thereof from Silicon Image; provided however that any reasonably disputed portion thereof shall not bear interest during
the period of such dispute. If an underpayment exceeds 10 % of the correct amount due for the
audited period, then GNSS shall pay the actual reasonable costs of the independent auditor for such
audit of GNSS records, and SIMG shall have the right to conduct one supplemental audit within the
twelve (12) month period following the initial audit, such supplemental audit to be in addition to
the audit set forth above.



10. Confidentiality.



SIMG shall keep confidential all reports (and their contents) provided by GNSS; limit access to
such reports to Silicon Image’s employees who have a reasonable need to know for verifying payments
made under this Agreement, subject to such employees being bound to appropriate confidentiality
obligations in writing; and use such information only to verify the payments made hereunder.
Silicon Image may disclose such reports (a) to the extent such disclosure is required by law,
applicable governmental regulations, governmental entity, regulatory entity or court order;
provided that Silicon Image shall disclose only to the extent necessary to comply with such
requirements, and shall provide GNSS with timely written notice, prior to any disclosure,
sufficient to permit GNSS to oppose the disclosure or to secure confidential treatment prior to
such disclosure, and (b) to Silicon Image’s financial advisors and to its legal advisors, under a
nondisclosure agreement (“NDA”) or applicable contractual or ethical duties and obligations of


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confidentiality. Neither party may disclose the dollar amounts, unit volumes, royalty rates or
schedules in Exhibit A, Exhibit B or Exhibit C of this Agreement to third parties without the prior
written consent of the other party, except as follows: (i) to the extent such disclosure is
required by law, applicable governmental regulations, governmental entity, regulatory entity or
court order; provided that the party seeking such disclosure shall disclose only to the extent
necessary to comply with such requirements (both parties expressly acknowledge and agree that each
party may file this Agreement with the United States Securities and Exchange Commission (“SEC”) and
request confidential treatment from the SEC as the filing party deems necessary, and that such
disclosure will not constitute a breach of this Section 10, notwithstanding the outcome of any
request for confidential treatment by the filing party), (ii) to the extent a party deems necessary
in disclosing the financial impact of this Agreement on its quarterly and annual financial results,
including in press releases announcing such financial results and/or the entry into this Agreement,
(iii) to its financial advisors and to its legal advisors, under NDA or applicable ethical duties
and obligations of confidentiality, and (iv) under an NDA, to investors, potential acquirers,
merger partners or entities that may be acquired by the disclosing party.



11. LIMITATION OF LIABILITY



NOTWITHSTANDING ANYTHING TO THE CONTRARY, NEITHER GNSS NOR ITS RESPECTIVE EMPLOYEES, AGENTS,
OFFICERS AND/OR DIRECTORS SHALL BE LIABLE TO SIMG FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR
CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS AND LOST BUSINESS), ARISING FROM A BREACH OF SECTION
3, 4, 7.2, 7.3, 9 OR 12.5. THE FOREGOING LIMITATION SHALL APPLY EVEN IF SUCH DAMAGES ARE
FORESEEABLE AND
EVEN IF THE REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE.



12. General Provisions.




     12.1 Representation by Counsel. GNSS and SIMG each acknowledges that it has had the
opportunity to consult with counsel of its choosing, that it has had the opportunity to have this
Agreement fully explained to it by its own counsel and that it is fully aware of its contents and
of its legal effect.



     12.2 Governing Law. The laws of the State of California (excluding conflicts of laws
provisions) shall govern the performance and interpretation of this Agreement.



     12.3 Venue. All disputes arising from or related to this Agreement shall be subject
to the exclusive jurisdiction of the state and federal courts in Santa Clara County, California,
and GNSS and SIMG hereby consent to the jurisdiction of the aforementioned courts for any disputes
arising from or related to this Agreement.



     12.4 Entire Agreement. This Agreement constitutes the entire agreement between SIMG
and GNSS pertaining to the subject matter hereof and supersedes all prior and contemporaneous
agreements, understandings, negotiations and discussions, whether oral or written, between GNSS and
SIMG regarding the subject matter hereof (including without limitation the MOU, which shall be of
no further force or effect). No modification, waiver or



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termination of this Agreement or any provision hereof shall be binding unless executed in
writing by Genesis and Silicon Image.



     12.5 Notice and Payment. Any notice required or permitted to be given under this
Agreement may be delivered to the Chief Executive Officer of the addressee thereof personally, sent
by U.S. Mail by certified or registered mail, or sent by tracked overnight delivery by a nationally
recognized courier service, at the address set forth above. Such notice will be deemed effective
upon delivery at the specified address. A U.S. Postal Service return receipt or the tracking
records of a nationally recognized courier service shall be satisfactory evidence of delivery.
Upon written notice, either party may change its address for receipt of notices hereunder.
Payments to Silicon Image under Sections 3 and 4 will be made by wire transfer to an account
designated by Silicon Image.



     12.6 Counterparts, Copies. This Agreement may be executed in counterparts. A true
and correct photocopy of the fully executed Agreement shall be treated the same as and have the
same legal significance as the Agreement bearing the original signatures.



     12.7 Partial Invalidity. If any provision in this Agreement is held by a court of
competent jurisdiction to be illegal, invalid, void or unenforceable, that provision shall be
limited or eliminated to the minimum extent necessary so that the remaining provisions of the
Agreement shall nevertheless continue in full force, without being impaired or invalidated in any
way.



     12.8 No Waiver. The failure of either party to enforce at any time a provision of
this Agreement shall in no way constitute a waiver of such provision.



     12.9 Construction. GNSS and SIMG each expressly declares that it participated in the
negotiation of this Agreement, and that therefore no ambiguities in this Agreement may be resolved
in favor of one party because the other party is the drafter of this Agreement.



     12.10 Attorneys Fees. If either party breaches this Agreement, the non-breaching
party will be entitled to reimbursement by the breaching party of reasonable attorneys fees, costs
and expenses incurred to enforce this Agreement, in addition to any other remedies available under
law.



     12.11 Independence. GNSS and SIMG are independent companies and are not partners or
joint venturers with each other.



     12.12 Subsidiaries. With respect to subsidiaries, the term “control” means the
possession of the power to direct or cause the direction of the management and policies of the
subsidiary, whether through ownership of more than 50% of subsidiary’s then-outstanding voting
securities or by contract. Except as set forth in this Agreement, current and future majority
owned or controlled subsidiaries of a party will be covered by this Agreement, but only so long as
such majority ownership or control exists. For avoidance of doubt, SIMG Licensed Patents will
remain licensed under this Agreement notwithstanding any subsequent change in ownership or control
of any SIMG majority owned or controlled subsidiary. Silicon Image represents and warrants that,
as of the Effective Date, it is not a majority owned subsidiary of any other entity.
Genesis represents and warrants that, as of the Effective Date, it is not a majority owned
subsidiary of any other entity.



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     IN WITNESS WHEREOF, GNSS and SIMG has each caused this Agreement to be executed by a duly
authorized representative.



	 	 	 	 	 	 	 	 	 
	SILICON IMAGE, INC., on behalf of
itself and its majority owned or
controlled subsidiaries	 	 	 	GENESIS MICROCHIP INC., on behalf of
itself and its majority owned or
controlled subsidiaries
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Steve Tirado
	 	 	 	By:
	 	/s/ Elias Antoun
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Print Name: Steve Tirado	 	 	 	Print Name: Elias Antoun
	 
	 	 	 	 	 	 	 	 
	Title: CEO	 	 	 	Title: President & CEO







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Exhibit A




     Section A.1.   $[***]



     Section A.2.   $[***]



     Section A.3.   $[***]



     Section A.4.   $[***]



     Section A.5.   first [***] units Sold after December 18, 2002





 




			
	***	 	Note: Confidential treatment has been requested with respect to the information contained
within the [***] marking. Such portions have been omitted from this filing and have been filed
separately with the Securities and Exchange Commission.




12









 











Exhibit B




HIGHLY CONFIDENTIAL




Genesis Microchip Inc.




SILICON IMAGE

Quarterly Sales/Shipment Report




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Adjustment	 	Net	 	License	 
	Quarter ending	 	Type	 	Rate	 	Quantity	 	Quantity	 	Quantity	 	Royalty	 
	 
	   12/31/2002
	 	DVI	 	[***]	 	0	 	0	 	0	 	 	0.00	 
	3/31/2003
	 	DVI	 	[***]	 	0	 	0	 	0	 	 	0.00	 
	6/30/2003
	 	DVI	 	[***]	 	0	 	0	 	0	 	 	0.00	 
	9/30/2003
	 	DVI	 	[***]	 	0	 	0	 	0	 	 	0.00	 
	   12/31/2003
	 	DVI	 	[***]	 	0	 	0	 	0	 	 	0.00	 
	3/31/2004
	 	DVI	 	[***]	 	0	 	0	 	0	 	 	0.00	 
	6/30/2004
	 	DVI	 	[***]	 	0	 	0	 	0	 	 	0.00	 
	9/30/2004
	 	DVI	 	[***]	 	0	 	0	 	0	 	 	0.00	 
	   12/31/2004
	 	DVI	 	[***]	 	0	 	0	 	0	 	 	0.00	 
	3/31/2005
	 	DVI	 	[***]	 	0	 	0	 	0	 	 	0.00	 
	6/30/2005
	 	DVI	 	[***]	 	0	 	0	 	0	 	 	0.00	 
	9/30/2005
	 	DVI	 	[***]	 	0	 	0	 	0	 	 	0.00	 
	   12/31/2005
	 	DVI	 	[***]	 	0	 	0	 	0	 	 	0.00	 
	3/31/2006
	 	DVI	 	[***]	 	0	 	0	 	0	 	 	0.00	 
	6/30/2006
	 	DVI	 	[***]	 	0	 	0	 	0	 	 	0.00	 
	9/30/2006
	 	DVI	 	[***]	 	0	 	0	 	0	 	 	0.00	 
	 	 	 	 	 	 	 
	Sub-total 12/31/2002 -
9/30/06
	 	DVI	 	[***]	 	0	 	0	 	0	 	$	—	 
	 	 	 	 	 	 	 
	   12/31/2002
	 	HDMI	 	[***]	 	0	 	0	 	0	 	 	0.00	 
	3/31/2003
	 	HDMI	 	[***]	 	0	 	0	 	0	 	 	0.00	 
	6/30/2003
	 	HDMI	 	[***]	 	0	 	0	 	0	 	 	0.00	 
	9/30/2003
	 	HDMI	 	[***]	 	0	 	0	 	0	 	 	0.00	 
	   12/31/2003
	 	HDMI	 	[***]	 	0	 	0	 	0	 	 	0.00	 
	3/31/2004
	 	HDMI	 	[***]	 	0	 	0	 	0	 	 	0.00	 
	6/30/2004
	 	HDMI	 	[***]	 	0	 	0	 	0	 	 	0.00	 






 




			
	***	 	Note: Confidential treatment has been requested with respect to the information contained within the [***] marking. Such portions have
been omitted from this filing and have been filed separately with the Securities and Exchange Commission.



13









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Adjustment	 	Net	 	License	 
	Quarter ending	 	Type	 	Rate	 	Quantity	 	Quantity	 	Quantity	 	Royalty	 
	 
	9/30/2004
	 	HDMI	 	[***]	 	0	 	0	 	0	 	 	0.00	 
	   12/31/2004
	 	HDMI	 	[***]	 	0	 	0	 	0	 	 	0.00	 
	3/31/2005
	 	HDMI	 	[***]	 	0	 	0	 	0	 	 	0.00	 
	6/30/2005
	 	HDMI	 	[***]	 	0	 	0	 	0	 	 	0.00	 
	9/30/2005
	 	HDMI	 	[***]	 	0	 	0	 	0	 	 	0.00	 
	   12/31/2005
	 	HDMI	 	[***]	 	0	 	0	 	0	 	 	0.00	 
	3/31/2006
	 	HDMI	 	[***]	 	0	 	0	 	0	 	 	0.00	 
	6/30/2006
	 	HDMI	 	[***]	 	0	 	0	 	0	 	 	0.00	 
	9/30/2006
	 	HDMI	 	[***]	 	0	 	0	 	0	 	 	0.00	 
	 	 	 	 	 	 	 
	Sub-total 12/31/2002 -
9/30/06
	 	HDMI	 	[***]	 	0	 	0	 	0	 	$	—	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	Total Sale Royalties
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 





	 	 	 	 	 	 	 	 	 	 	 
	Genesis Microchip Inc.

	 	 	 	 	 	Date:	 	 	 	 
	 

	 	 	 	 	 	 	 	 

	 	 
	By:
	 	 	 	 	 	 	 	 	 	 
	 

	 	 

	 	 	 	 	 	 	 	 
	Print Name:
	 	 	 	 	 	 	 	 	 	 
	 

	 	 

	 	 	 	 	 	 	 	 
	Title:
	 	 	 	 	 	 	 	 	 	 
	 

	 	 

	 	 	 	 	 	 	 	 








 




			
	***	 	Note: Confidential treatment has been requested with respect to the information contained
within the [***] marking. Such portions have been omitted from this filing and have been filed
separately with the Securities and Exchange Commission.




14









 










Exhibit C




	 	 	 	 	 	 	 
	Integrated Rx Products	 	Tx Products and Discrete Rx Products
	DVI

	 	$	[***]	 	 	                                        $[***]
	HDMI

	 	$	(a	)	 	                                        $[***]
	Where (a) =

	 	$	[***]	 	 	first [***] of HDMI integrated Rx products Sold beginning
October 1, 2006
	 

	 	$	[***]	 	 	next [***] units Sold
	 

	 	$	[***]	 	 	next [***] units Sold
	 

	 	$	[***]	 	 	next [***] units Sold
	 

	 	$	[***]	 	 	thereafter








 




			
	***	 	Note: Confidential treatment has been requested with respect to the information contained
within the [***] marking. Such portions have been omitted from this filing and have been filed
separately with the Securities and Exchange Commission.




15









 










Exhibit D




HIGHLY CONFIDENTIAL




Genesis Microchip Inc.




SILICON IMAGE

Quarterly Sales/Shipment Report




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Adjustment	 	Net	 	License
	Quarter ending	 	Type	 	Rate	 	Quantity	 	Quantity	 	Quantity	 	Royalty
	 	 	(DVI or HDMI)	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	Total Sale Royalties
	 	 	 	 	 	 	 	 	 	 	 	 
	 





	 	 	 	 	 	 	 	 	 	 	 
	Genesis Microchip Inc.

	 	 	 	 	 	Date:	 	 	 	 
	 

	 	 	 	 	 	 	 	 

	 	 
	By:
	 	 	 	 	 	 	 	 	 	 
	 

	 	 

	 	 	 	 	 	 	 	 
	Print Name:
	 	 	 	 	 	 	 	 	 	 
	 

	 	 

	 	 	 	 	 	 	 	 
	Title:
	 	 	 	 	 	 	 	 	 	 
	 

	 	 

	 	 	 	 	 	 	 	 







16