EXHIBIT 10.66


[***] DENOTES CONFIDENTIAL MATERIALS OMITTED AND FILED

SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.


PATENT
LICENSE AGREEMENT


This agreement (this “Agreement”) is made this 15th day
of September, 2006 (“Effective Date”) by and among Toshiba Corporation, a
Japanese corporation duly organized and existing under the laws of Japan and
having its principal place of business at 1 1, Shibaura l Chome, Minato Ku,
Tokyo 105-8001, Japan (“Toshiba”), Acclaim Innovations, LLC, a limited
liability corporation duly organized and existing under the laws of the state
of Delaware, United States of America and having its principal place of
business at 209 West Main Street, Boise, Idaho (“Acclaim”), and Micron
Technology, Inc., a corporation organized and existing under the laws of
Delaware, United States of America and having its principal place of business
at 8000 S. Federal Way, Boise, Idaho (“Micron”).


RECITALS


WHEREAS the Parties have concurrently entered into
that Settlement and Release Agreement, dated September 15, 2006 (the “Settlement
and Release Agreement”);


WHEREAS Micron owns or controls, or has rights
directly or through Subsidiaries in, various patents issued, and applications
for patents pending, which patents and pending applications relate to
semiconductor devices and integrated circuits, in various countries of the
world, and Toshiba desires to obtain rights under or to such patents;


WHEREAS Acclaim owns or controls, or has rights directly
or through Subsidiaries in, various patents issued, and applications for
patents pending, which patents and pending applications relate to semiconductor
devices and integrated circuits, in various countries of the world, and Toshiba
desires to obtain rights under or to such patents;


WHEREAS Micron, Acclaim and Toshiba each represents,
on its own behalf, that it is fully authorized to deal generally with and to
make this Agreement respecting the subject matter hereof;


NOW THEREFORE, in consideration of the mutual
covenants, representations, warranties and other terms and conditions
hereinafter set forth, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the Parties hereto
agree as follows:


ARTICLE 1



DEFINITIONS


1.1           In this Agreement,
capitalized terms have the meanings specified in attached Schedule 1.









 



ARTICLE 2



LICENSE GRANTS


2.1           Acclaim hereby grants
to Toshiba and its Subsidiaries a worldwide, nonexclusive, irrevocable,
nontransferable license, without the right to sublicense third parties, under
the Acclaim Patents to make, have made, use, sell, offer for sale, import or
otherwise dispose of Licensed Products and to use any methods covered by
Acclaim Patents in connection with Licensed Products.  The license granted to Toshiba and its
Subsidiaries under this Article 2.1 shall be effective until the end of the
License Term.


2.2           Micron hereby grants to
Toshiba and its Subsidiaries a worldwide, nonexclusive, irrevocable,
nontransferable license, without the right to sublicense third parties, under
the Retained Patents to make, have made, use, sell, offer for sale, import or
otherwise dispose of Licensed Products and to use any methods covered by
Retained Patents in connection with Licensed Products.  The license granted to Toshiba and its
Subsidiaries under this Article 2.2 shall be effective until the end of the
License Term.


2.3           The right to “have made”
as used in this Agreement shall mean [***].


2.4           With respect to any
legal entity which qualifies as a Subsidiary on the Effective Date but later
ceases to qualify as a Subsidiary (“Former Subsidiary”), the licenses granted
pursuant to Articles 2.1 and 2.2 and covenants granted pursuant to Article 3,
which are in effect on the date such Former Subsidiary ceases to qualify as a
Subsidiary [***].


2.4.1        [***].


2.5           No licenses under any
copyrights, mask work rights, trademarks or other intellectual property rights
other than Retained Patents and Acclaim Patents are granted under this
Agreement.


2.6           Micron and Acclaim make
no express or implied warranty or representation that the manufacture, use,
sale, offer for sale, importation or other disposition of Licensed Products by
Toshiba and/or its Subsidiaries will not infringe patents or other intellectual
property rights of third parties.


2.7           Micron and Acclaim make
no express or implied representation nor assume any responsibility or
obligation regarding the scope, validity, or enforcement of any Patent licensed
hereunder.


2.8           No license is granted
by Micron, Acclaim, or any of their Subsidiaries, either directly or by
implication, estoppel or otherwise, under any Patent licensed by reason of this
Agreement, to any third party which acquires the Licensed Products and combines
one or more Licensed Products with any other product(s).  For the avoidance of doubt, the licenses
granted under this Agreement exclude any implied license to purchasers from
Toshiba with respect to other patented products that utilize a Licensed Product
or which utilize a plurality of separate Licensed Products.



 2
 






 



ARTICLE 3



[***]


3.1           [***].


3.2           [***]:


3.2.1        [***]


3.2.2        [***]:


(i)            [***]


(ii)           [***].


3.2.3        [***].


3.3           [***]:


3.3.1        [***].


3.3.2        [***]:


(i)            [***]


(ii)           [***]


(iii)          [***].


ARTICLE 4



REPRESENTATIONS, WARRANTIES AND COVENANTS


4.1           Representations and
Warranties of all Parties.  Each Party
represents and warrants that:


4.1.1        It has the full power to
enter into this Agreement, and, together with its Subsidiaries, has the sole
right and authority to grant the licenses and agree to any other term or
provision of this Agreement, without the need for any licenses, releases,
consents, approvals or immunities not yet granted or obtained;


4.1.2        The execution, delivery
and performance of this Agreement by such Party does not and will not conflict
with, or result in any breach or violation of, or default under (with or
without notice or lapse of time, or both) any contract or other agreement or
instrument, permit, concession, franchise or license to which such Party is a
party; and


4.1.3        It has relied entirely on
its own judgment, belief and knowledge and the advice and recommendations of
its own independently selected counsel, and accordingly, neither



 3
 






 



it nor its Subsidiaries
shall (or shall have the right to) deny or challenge the validity of this
Agreement or the obligations of the Parties hereunder.


4.2           Micron hereby
represents, warrants and covenants that:


4.2.1        No inventions or
industrial property rights not claimed in Patents were transferred by Lexar to
Acclaim.


4.2.2        To the knowledge of Micron,
Lexar has not transferred or assigned any Patent, invention or other industrial
property right that Lexar owned or controlled during the period beginning on
the date that is the earliest filing date of any lawsuit alleging patent
infringement that is dismissed under the Settlement and Release Agreement and
extending through the Effective Date, other than Transferred Patents
transferred to Acclaim.


4.2.3        All Lexar Patents either
(i) have been retained by Lexar or (ii) if they have been transferred (in whole
or in part), were transferred solely to Acclaim, and as of the Effective Date
are owned solely by Acclaim.


4.2.4        It shall require that any
assignees, exclusive licensees or other transferees of any Retained Patents
agree as a condition to the effectiveness of such assignment, license or other
transfer to the terms and conditions of this Agreement and the Settlement and
Release Agreement, and that such assignees, exclusive licensees or other
transferees require any subsequent assignees, exclusive licensees or other
transferees to agree to do so.


4.2.5        [***].


4.2.6        In the event that it sells
or otherwise transfers any of its interest in Acclaim and/or Lexar, Micron
shall require the purchaser(s) thereof to agree to all of Micron’s undertakings
hereunder, provided, however, that such agreement shall not release Micron from
its undertakings hereunder.


4.2.7        It shall require any of
its successors in interest (including without limitation any purchaser of all
or substantially all its assets) to agree to all of Micron’s undertakings
hereunder.


4.2.8        Any purported or attempted
assignment, license, or other transfer not effected in accordance with this
Article 4.2 shall be null and void.


4.3           Acclaim hereby
represents, warrants and covenants that:


4.3.1        As of the Effective Date,
all Transferred Patents are owned solely by Acclaim and no rights under or with
respect to the Transferred Patents have been granted, assigned or transferred
to any third party.


4.3.2        It shall require that any
assignees, exclusive licensees or other transferees of any Acclaim Patents
agree as a condition to the effectiveness of such assignment, license or other
transfer to the terms and conditions of this Agreement and the Settlement and
Release



 4
 






 



Agreement, and that such
assignees, exclusive licensees or other transferees require any subsequent
assignees, exclusive licensees or other transferees to agree to do so.


4.3.3        [***].


4.3.4        It shall require any of
its successors in interest (including without limitation any purchaser of all
or substantially all its assets) to agree to all of Acclaim’s undertakings
hereunder.


4.3.5        Any purported or attempted
assignment, license, or other transfer not effected in accordance with this
Article 4.3 shall be null and void.


4.4           [***].


[***].


[***].


ARTICLE 5



PAYMENT


5.1           In consideration of the
licenses granted by Micron and Acclaim under Articles 2.1 and 2.2, Toshiba will
[***], provided that Toshiba’s payment obligations to Micron under this Article
5.1 shall only arise upon the Settlement and Release Agreement’s having been
entered into by the Parties thereto.  The
foregoing semi-annual payments shall be made in accordance with the following
schedule:


5.1.1        [***]


5.1.2        [***]


5.1.3        [***]


5.1.4        [***]


5.1.5        [***]


5.1.6        [***].


5.2           Acclaim and Micron each
agree that, other than the amounts set forth in Article 5.1, no money is or
shall be due to Acclaim, Lexar, Micron or any of their respective Subsidiaries
by a Toshiba Party as consideration for any of the licenses, covenants,
releases and other rights in this Agreement and in the Settlement and Release
Agreement.


5.3           Toshiba agrees to make
all necessary filings, and take all other actions reasonably necessary to
ensure that no payments hereunder are subject to any Japanese withholding tax
to the fullest extent permitted under Japanese law, provided that Micron
provides all cooperation and information necessary to enable Toshiba to make
such filings and take such other actions. 
If,



 5
 






 



notwithstanding the foregoing, the Japanese government
imposes any withholding taxes upon any payments made hereunder, such taxes
shall be borne by Micron.  Toshiba shall
assist Micron in any intervention necessary to exempt such payments from or
minimize the amount of any such withholding taxes, and Toshiba shall make all
necessary fillings, and take such other actions, as are reasonably necessary to
assist Micron with the foregoing. 
Toshiba shall withhold the amount of any such withholding taxes levied
by the Japanese government from the relevant payment(s) to which such taxes
correspond, shall promptly remit such withholding taxes to the Japanese Tax
Office; and shall promptly deliver to Micron the official certificate of its
payment of such withholding taxes to enable Micron to support a claim of
foreign tax credit with respect to such withholding taxes against taxes levied
by the United States Government against Micron.


5.4           All amounts due
hereunder shall be paid in US dollars by wire transfer to such financial
institution and account number as Micron designates in writing to Toshiba.


ARTICLE 6



TERMINATION


6.1           In the event of a
material breach of this Agreement by either Acclaim or Micron, on the one hand,
or Toshiba, on the other hand, if such material breach is not corrected within
sixty (60) days after written notice thereof is received by Acclaim or Micron,
on the one hand, or Toshiba, on the other hand, as the breaching Party, [***].


6.2           Either Micron or
Acclaim shall have the right, upon written notice to Toshiba, to terminate this
Agreement forthwith (i) in the event the normal business conduct of Toshiba
ceases for a period of not less than 3 months, or (ii) in the event Toshiba
becomes bankrupt or files for bankruptcy protection, within 3 months after such
event.


6.3           Toshiba shall have the
right, upon written notice to Micron, to terminate this Agreement forthwith (i)
in the event the normal business conduct of Micron ceases for a period of not
less than 3 months, or (ii) in the event Micron becomes bankrupt or files for
bankruptcy protection, within 3 months after such event.


6.4           Notwithstanding any
provision of this Agreement, if Toshiba terminates this Agreement under either
Article 6.1 or Article 6.3, Articles 2, 3, 4, 6.1, 6.4, 7 and 8 shall survive
any expiration or termination of this Agreement.


ARTICLE 7



ASSIGNMENT


7.1           No Party or Subsidiary
shall assign, extend or otherwise transfer any of its rights or privileges
hereunder, nor shall they inure to the benefit of any successor of such Party,
whether by operation of law or otherwise, without the prior written consent of
Micron, in the case of any such assignment, extension or transfer by Toshiba or
any of its Subsidiaries, or of Toshiba, in the case of any such assignment,
extension or transfer by Micron, Acclaim or any of their Subsidiaries.  In the event that a Party or its Subsidiary
is ever acquired by or merged with or into another company or entity, the
license granted to such Party or Subsidiary herein shall not



 6
 






 



extend to any operations or activities of such other
company or entity (whether preexisting or later created) with which such Party
or Subsidiary is or becomes combined or merged. 
The provisions of this Article 7.1 are not intended to terminate,
diminish, expand, extend or otherwise affect any preexisting licenses or releases
granted to the other company or entity by the licensing Party or Parties,
[***].


ARTICLE 8



CONFIDENTIALITY


8.1           The Parties hereto
shall keep the terms of this Agreement confidential, except that:


8.1.1        a Party may disclose the
terms of this Agreement to any court or governmental body or agency compelling
such disclosure, but only to the extent so compelled;


8.1.2        a Party may disclose the
terms of this Agreement as otherwise may be required by any law and the rules
or regulations promulgated under such law;


8.1.3        a Party may disclose the terms
of this Agreement to any court or governmental body or agency as required to
effect termination or dismissal of any proceeding that is to be terminated or
dismissed under the Settlement and Release Agreement, including but not limited
to any proceeding before the International Trade Commission;


8.1.4        a Party may disclose this
Agreement and its terms to its and its Subsidiaries’ financial, accounting,
legal and other advisors, provided that such advisors agree to be bound by
confidentiality provisions prohibiting disclosure of this Agreement to other
third parties;


8.1.5        [***];


8.1.6        [***];


8.1.7        [***];


8.1.8        a Party may disclose to
third parties that this Agreement exists; and


8.1.9        a Party may disclose the
terms of this Agreement to its Subsidiaries.


The Parties understand and agree that Micron has
determined that it is required to file a copy of this Agreement and the
Settlement and Release Agreement as an attachment to its upcoming filing on
Form 10-Q with the United States Securities and Exchange Commission (“SEC”)
pursuant to United States securities laws. 
Micron agrees that it will initially file the Agreement and the
Settlement and Release Agreement in the form attached hereto as Exhibit D, and
shall request confidential treatment for all portions of the Agreement
highlighted in Exhibit D.  If the SEC
refuses to grant the request for confidential treatment without modification,
Micron will seek to obtain confidential treatment that is consistent with its
duties under applicable United States securities laws.  Micron agrees to take reasonable efforts to
share any



 7
 






 



SEC comments with Toshiba ; provided, however, Toshiba
shall have no more than 24 hours to provide Micron with its views as to the SEC
written comments.  Micron shall have no
obligation to Toshiba to reflect Toshiba’s comments, if any, in Micron’s
response to the SEC and Micron shall have no liability to Toshiba for the
ultimate disclosure agreed upon between the SEC and Micron.


8.2           A Party receiving a
request, subpoena or order for the disclosure of the terms or production of
this Agreement shall notify the other Party as soon as practicable and, if at
all possible, in sufficient time to allow the other Party to oppose disclosure
or seek appropriate protective orders. 
The Party receiving such request, subpoena or order shall cooperate to
the extent reasonably possible with the other Party in any effort to so oppose
disclosure or seek protective orders.


ARTICLE 9



MISCELLANEOUS


9.1           This Agreement shall be
governed by and interpreted in accordance with the laws of the State of
Delaware, U.S.A., without regard to its conflict of law principles.


9.2           Each Party (i) hereby
irrevocably submits itself to and consents to the exclusive jurisdiction of the
United States District Court for the District of Delaware (or, if such court
lacks jurisdiction, the courts of the State of Delaware) for the purposes of
any action, claim, suit or proceeding arising out of or relating to this
Agreement, and (ii) hereby waives, and agrees not to assert, by way of motion,
as a defense or otherwise, in any such action, claim, suit or proceeding, any
argument that it is not personally subject to the jurisdiction of such
court(s), that the action, claim, suit or proceeding is brought in an
inconvenient forum, or that the venue of the action, claim, suit or proceeding
is improper.  Each Party hereby agrees to
the entry of an order and to the confession of judgment to enforce any
resolution, settlement, order or award made pursuant to this Article 8.2 by
such court and in connection therewith hereby waives, and agrees not to assert
by way of motion, as a defense or otherwise, any claim that such resolution,
settlement, order or award is inconsistent with or violates any laws or public
policy.


9.3           Each Party hereby
irrevocably waives, to the fullest extent permitted by applicable law, the
right to a trial by jury of any action, claim, suit or proceeding arising out
of or relating to this Agreement or the transactions contemplated hereby, in
any action, proceeding or other litigation of any type brought by such Party,
whether with respect to contract claims, tort claims, or otherwise.  The Parties agree that any such action,
claim, suit or proceeding shall be tried by a court trial without a jury.  Without limiting the foregoing, the Parties
further agree that the right to a trial by jury is waived by operation of this
Article 8.3 as to any action, counterclaim or other proceeding which seeks, in
whole or in part, to challenge the validity or enforceability of this Agreement
or any provision hereof.  This waiver
shall apply to any subsequent amendments, renewals, supplements or
modifications to this Agreement.


9.4           Each Party agrees to
take or cause to be taken (including without limitation causing its
Subsidiaries to take or cause to be taken) such further actions, and to
execute, deliver and file, or cause to be executed, delivered and filed
(including without limitation causing its



 8
 






 



Subsidiaries to execute, deliver and file) such
further documents and instruments, and to obtain such consents, as may be
reasonably required or requested in order to effectuate fully the purposes,
terms and conditions of this Agreement.


9.5           This Agreement
(including the Schedule and Exhibits attached hereto which are incorporated
herein by reference), the Settlement and Release Agreement, and the Cross
License, set forth the entire agreement and understanding among the Parties
with respect to the subject matter hereof, and supersede all previous
understandings, agreements, contracts, communications and representations,
whether written or oral, concerning the subject matter to which this Agreement
relates and shall not be extended, supplemented or amended in any manner,
except by an instrument in writing duly executed by authorized officers or
representatives of the Parties hereto which expressly identifies the specific
terms to be extended, supplemented or amended. 
[***].


9.6           Any notice, request,
demand or other communication required or permitted hereunder shall be in
writing, shall reference this Agreement and shall be: (a) delivered personally;
(b) sent by facsimile, with written confirmation of receipt; (c) sent by
registered or certified mail, return receipt requested, postage prepaid; or (d)
sent by a private industry express courier, with written confirmation of
receipt; and in the case of Acclaim shall be addressed to:


Acclaim Innovations, LLC


209 West Main Street


Boise, ID  83702


USA


Attention: 
[***]


Telephone:


and in the case of Micron to:


8000 S. Federal Way


Boise, ID 
83716-9632


USA


Attention:  General Counsel


Telephone:  +1-208-368-4517


and in the case of Toshiba to:


Toshiba Corporation


1-1, Shibaura, l-chome


Minato-ku, Tokyo 105-8001


JAPAN


Attention: 
General Manager, IP Division,


Semiconductor Company


Telephone:  +81-3-3457-3422



 9
 






 



or to such other address or addresses as a Party may
from time to time designate as its address by notice in writing to the other
Parties.  All notices so addressed are
effective when received.


9.7           If any provision, or
portion thereof, of this Agreement, or application thereof to any person,
place, or circumstance, shall be held by a court of competent jurisdiction to
be invalid, unenforceable, or void, the remainder of this Agreement and such
provision as otherwise applied shall remain in full force.


9.8           If necessary, the
Parties shall file necessary applications or documents with the government
under the laws of their respective countries and do their best to have this
Agreement approved.  This Agreement shall
come into force on the date of its approval by the U.S. and Japanese
Government, whichever occurs later, as and if necessary.


[REMAINDER OF PAGE
INTENTIONALLY LEFT BLANK]



 10














 


IN WITNESS WHEREOF, the Parties have caused this
Agreement to be executed in duplicate on the dates set forth below: 


	
  ACCLAIM INNOVATIONS, LLC

  	
   

  	
  TOSHIBA CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Scot Ludwig

  	
   

  	
   

  	
  /s/ Masashi Muromachi

  
	
  Name: Scot Ludwig

  	
   

  	
  Name:

  	
  Masashi Muromachi

  
	
  Title: Authorized Representative

  	
   

  	
  Title:

  	
  Corporate Executive Vice President,

  
	
   

  	
   

  	
   

  	
  President and CEO

  
	
   

  	
   

  	
   

  	
  Semiconductor Company

  
	
   

  	
   

  	
   

  
	
  Date: September 11, 2006

  	
   

  	
  Date: September 11, 2006

  
	
   

  	
   

  	
   

  
	
  MICRON TECHNOLOGY, INC.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Steven R. Appleton

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Steven R. Appleton

  	
   

  	
   

  
	
   

  	
  President

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date: September 11, 2006

  	
   

  	
   

  
							



 

















SCHEDULE
1


DEFINITIONS


1.                                       “Acclaim”
shall have the meaning set forth in the initial paragraph of this Agreement.


2.                                       “Acclaim
Patents” means all Lexar Patents (whether issued or filed as of the Effective
Date or filed later and claiming priority to a Lexar Patent that was issued or
filed as of the Effective Date) that Lexar has assigned or otherwise
transferred to Acclaim prior to the Effective Date (the “Transferred Patents”),
and any other Patents which are counterparts, continuations, divisionals,
continuations in part, reissues, or reexaminations of any of the Transferred
Patents, and all Patents entitled to claim a priority date from any of the
foregoing, which Acclaim or any of its Subsidiaries now or in the future owns
or controls, or as to which Acclaim or any of its Subsidiaries has the right to
grant licenses or accord freedom from suit, including without limitation the
patents and patent applications listed on Exhibit A.  Without limiting the foregoing and notwithstanding
anything else to the contrary in this Agreement, Acclaim Patents shall include
all Patents issued as of the Effective Date or issued after the Effective Date
on patent applications filed as of the Effective Date or filed later and
claiming priority to Patents issued or filed as of the Effective Date and
assigned by Lexar to Acclaim, where such Patent (including such patent
applications) was assigned by Lexar to Acclaim prior to the Effective Date.


3.                                       “Agreement”
shall have the meaning set forth in the initial paragraph of this Patent
License Agreement.


4.                                       “Ancillary
Parts” shall mean supporting means, terminal members, leads and/or envelope
means for surrounding and protecting a Semiconductor Device, and any means
included within or unitary with such supporting means, terminal members, leads
and/or envelope means.


5.                                       [***].


6.                                       [***].


7.                                       “Associate”
shall mean, in relation to an entity, any Subsidiary of such entity, or any
customer of such entity or of its Subsidiaries.


8.                                       [***].


9.                                       [***].


10.                                 “Cross
License” shall mean the Patent License Agreement between Toshiba and Micron,
dated August 4, 1997.


11.                                 [***].









 



12.                                 “Effective
Date” shall have the meaning set forth in the initial paragraph of this
Agreement.


13.                                 [***].


14.                                 [***].


15.                                 “Former
Subsidiary” shall have the meaning set forth in Article 2.4.


16.                                 [***].


17.                                 [***].


18.                                 [***].


19.                                 [***].


20.                                 “Lexar”
means Lexar Media, Inc.


21.                                 “Lexar
Patents” means all of the Patents, applications and inventions existing and
owned or controlled, in whole or in part, by Lexar immediately prior to the formation
of Acclaim, including without limitation the patents and patent applications
listed on Exhibit B.


22.                                 “License
Term” means the period from the Effective Date until the expiration of the last
to expire of the Patents included within the Applicable Patents.


23.                                 “Licensed
Products” shall mean all devices and products covered by a Retained Patent or a
Transferred Patent.  Licensed Products
shall not include Exception Products.


24.                                 [***].


25.                                 “Micron”
shall have the meaning set forth in the initial paragraph of this Agreement.


26.                                 “NAND
Flash Memory Device” shall mean a non-volatile memory Semiconductor Device that
includes a plurality of memory cell transistors connected in series, each
having a floating gate or charge-trapping region which is electrically
programmable and electrically erasable in blocks or chunks, which device is in
the form of a discrete chip.


27.                                 “Parties”
shall mean Toshiba, Acclaim and Micron, collectively.


28.                                 “Party”
shall mean Toshiba, Acclaim or Micron.


29.                                 “Patent
Holder” shall mean Acclaim, with respect to the Acclaim Patents, and Micron,
with respect to the Retained Patents.


30.                                 “Patents”
shall mean all classes or types of patents, including original patents, design
patents, utility models, as well as divisions, reissues, reexaminations,
continuations,



 2
 






 



continuations in part, and applications for any of the
aforementioned in all countries of the world.


31.                                 “Person”
means any corporation, limited liability company or partnership, general or
limited partnership, sole proprietorship, association, joint venture,
individual in whatever capacity (including as trustee, receiver, conservator,
administrator or liquidator), governmental authority, or other entity or body,
whether domestic or foreign.


32.                                 “Retained
Patents” means all Lexar Patents that Lexar owns or controls as of the
Effective Date (the “Pre-existing Patents”), and any other Patents which are
counterparts, continuations, divisionals, continuations in part, reissues, or
reexaminations of any of the Pre-existing Patents, and all Patents entitled to
claim a priority date from any of the foregoing, which Micron or any of its
Subsidiaries now or in the future owns or controls, or as to which Micron or
any of its Subsidiaries has the right to grant licenses or accord freedom from
suit, including without limitation the patents and patent applications listed
on Exhibit C.


33.                                 [***].


34.                                 [***].


35.                                 “Semiconductor
Device” shall mean a device consisting primarily of a body or film of
Semiconductor Material having a plurality of electrodes associated therewith
(whether or not said body consists of a single Semiconductor Material or of a
multiplicity of such materials, and whether or not said body includes one or
more layers or other regions of a material or materials which are of a type
other than Semiconductor Material); and if provided as part thereof, said
device includes all Ancillary Parts.  The
term “Semiconductor Device” shall also include (i) any memory module and any
memory card (both in the meaning which is widely used in the industry), and
(ii) a printed circuit board having memory functionality sold by an entity
where each such board sold by an entity includes memory manufactured by such
entity and affixed onto such board prior to sale, and where such sale is to an
OEM customer.  Printed circuit boards
sold by an entity which do not include memory manufactured by such entity and
which are sold to end users are expressly excluded from the term Semiconductor
Device.


36.                                 “Semiconductor
Material” shall mean any material having an electrical charge carrier
concentration which increases with temperature over some temperature range; and
having a resistivity in its normal operating temperature range of between
10E(-4) and l0E11 ohm-centimeters.


37.                                 “Settlement
and Release Agreement” shall have the meaning set forth in the Recitals to this
Agreement.


38.                                 [***].


39.                                 [***].


40.                                 [***].



 3
 






 



41.                                 “Subsidiary”
shall mean a legal entity of which a Person, as of the Effective Date or at any
time during the Term, owns or controls, directly or indirectly, either of the
following (but only for so long as such ownership or control exists):


a.                                       if
such entity has shares or other securities, more than fifty percent (50%) of
the outstanding voting shares or securities entitled to vote for the election
of directors or others having similar managing authority; or


b.                                      if
such entity does not have shares or other securities, more than fifty percent
(50%) of the ownership interests that represent the right to vote for the
election of managers, directors, or others having similar managing authority or
the right to make decisions for such entity.


42.                                 “Technology”
shall mean all existing and future designs, materials, techniques, processes,
inventions, methods, applications, know-how, data, technical information,
intellectual property or other technology.


43.                                 “Toshiba”
shall have the meaning set forth in the initial paragraph of this Agreement.


44.                                 “Toshiba
Party” shall mean Toshiba, its Subsidiaries (including, for the avoidance of
doubt, FlashVision LLC and FlashPartners LLC), and each of their respective
agents, representatives, directors, employees, successors and assigns,
distributors, resellers, and other direct or indirect customers.


45.                                 “Transferred
Patents” shall have the meaning set forth in the definition of Acclaim Patents
above.


46.                                 [***].



 4
 






 



Exhibits


	
   

  	
  Exhibit A

  	
   

  	
  Acclaim Patents

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Exhibit B

  	
   

  	
  Lexar Patents

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Exhibit C

  	
   

  	
  Retained Patents

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Exhibit D

  	
   

  	
  Form of Redacted Agreement

  



 



 5