Second Amedment to Limited TCC License Agreement, dated as of March 22, 2002



 Exhibit 10.13 
  
 TESSERA CONFIDENTIAL 
  
 First Amendment to 
 Limited TCC® License Agreement 
  
 This First Amendment (“First Amendment”) is entered into as of this
22nd day of March, 2002, (“First Amendment Effective Date”) between Tessera, Inc. (“Tessera”) and Intel Corporation (“Licensee”), and amends the Limited TCC License Agreement (“Agreement”) entered into by and
between the parties having an Effective Date of October 22, 1996. 
  
 WHEREAS, Tessera desires to obtain the assistance of Licensee to promote the use of TCC packages having higher numbers of IC Contacts and multi-IC TCC packages, such as the Folded Stacked Package; and 
  
 WHERAS, Licensee is willing to provide such assistance in exchange for
reduced royalties under the Agreement. 
  
 1. Paragraph
III.B, Royalty, is superseded by the following new Paragraph B: 
  
 B. Royalty. In addition to the Royalty Reduction Fees, Licensee shall pay a royalty for the license granted in Paragraph II.A, as shown below, in US currency. Royalty payments due Tessera hereunder are payable
on each TCC package according [*]: 
  

	 [*]

	  	[*]

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

  
 [*] 
  
 The parties will reasonably agree upon (a) a particular die type that has
more than [*] for single-IC TCC packages (the “Selected Single-IC Package”), and (b) a particular package type for multi-IC TCC packages (the “Selected Multi-IC Package”), either of which may be referred to as a “Selected
Package.” The parties’ selection criteria for each Selected Package shall include their commercial acceptance and commercial viability. Upon satisfaction of the six (6) requirements specified below for the Selected Single-IC Package,
Licensee shall pay a [*] for each single-IC TCC package, [*], as shown in the schedule below (“Reduced Royalty Schedule); upon satisfaction of the six (6) requirements specified below for the Selected Multi-IC Package, Licensee shall pay a [*]
for each multi-IC TCC package, [*] in each IC, as shown in the Reduced Royalty Schedule, as follows: 
  
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 Confidential treatment
has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [*]. A complete version of this exhibit has been filed separately with the Securities
and Exchange Commission. 







 TESSERA CONFIDENTIAL 
  

	 [*]

	  	[*]

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

  
 Licensee shall satisfy
the following requirements for the Selected Single-IC Package and the Selected Multi-IC Package to obtain the benefits of the Reduced Royalty Schedule for all single-IC TCC packages and multi-IC TCC packages, respectively: 
  
 i. [*] 
  
 ii. [*]; 
  
 iii. [*]; 
  
 iv.[*]; 
  
 v. [*] 
  
 vi. [*]. 
  
 The parties agree to review the commercial acceptance and viability of the Selected Single-IC and/or Multi-IC Package on a quarterly basis until Selected
Packages meet all six (6) requirements above. During such quarterly reviews, if the Selected Single-IC and/or Multi-IC Package is not making adequate commercial progress, the parties may substitute a different particular single-die for single-die
TCC packages or package type for multi-IC TCC packages (“Substitute Selected Package”); provided, however, both parties mutually agree to the substituted package type. If a Substitute Selected Package is a single-IC TCC package, Licensee
shall satisfy the above six (6) requirements for the Substitute Selected Package to obtain the benefits of the Reduced Royalty Schedule for all single-IC TCC packages; if a Substitute 

  

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 TESSERA CONFIDENTIAL 
  
 Selected Package is a multi-IC TCC package, Licensee shall satisfy the above six (6) requirements for the Substitute Selected Package to obtain the benefits of the
Reduced Royalty Schedule for all multi-IC TCC packages. 
  
 2.
Paragraph V, Licensee Reports and Payment, is amended by replacing Paragraph B with the following new Paragraph B: 
  
 B. Licensee will submit with each payment, set forth in Paragraph V.A. above, an accounting of the total quantity of each type of TCC package manufactured
by or for Licensee during a particular payment period, including a reasonably detailed description of the type of TCC package and IC type. 
  
 Except as modified by this First Amendment, the remaining terms and conditions of the Agreement are unchanged and apply with equal force and effect.

  
 IN WITNESS WHEREOF, the parties hereto have executed and
delivered this First Amendment by their duly authorized representatives as of the First Amendment Effective Date. 
  

	 Tessera, Inc.
	 	 	 	 Intel Corporation

					
	 By:
	 	 /s/ Bruce McWilliams

	 	 	 	 By:
	 	 /s/ Darin G. Billerbeck


	 Print Name:
	 	 Bruce McWilliams

	 	 	 	 Print Name:
	 	 DARIN G. BILLERBECK


	 Title:
	 	 CEO

	 	 	 	 Title:
	 	 V.P. WCCG, GM FLASH


	 Date:
	 	 3/25/02

	 	 	 	 Date:
	 	 3/22/02



  

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