PatentCrossLicenseAgreement专利交叉许可协议完整篇doc.docx

1、PatentCrossLicenseAgreement专利交叉许可协议完整篇docPatent Cross License Agreement专利交叉许可协议 - WHEREAS, AAA and BBB each own patents and patent applications covering inventions pertinent to the design and manufacture of flash memory and other semiconductor products; andWHEREAS, AAA and BBB are both engaged in th

2、eir respective continuing programs of research and development of flash memory related technology, which will result in new discoveries and inventions many of which will become the subject of new patent applications and patents; andWHEREAS, AAA and BBB each want to respect the technology contributio

3、ns of the other and want to increase their freedom to design and manufacture their own new products without infringing the rights of the other under any patent or patent application owned or controlled by the other;NOW, THEREFORE, in consideration of the mutual covenants and promises contained herei

4、n, the parties agree as follows:*=Confidential treatement requested.1. DEFINITIONS.1.1 Subsidiary shall mean any corporation, company or other entity more than fifty percent (50%) of whose outstanding shares or stock entitled to vote for the election of directors (other than any shares or stock whos

5、e voting rights are subject to restriction) is owned or controlled by either AAA or BBB, directly or indirectly.1.2 Effective Date shall be the date on which this Agreement is executed by BBB.1.3 Integrated Circuit Products shall mean a unitary electronic circuit, the active circuit elements of whic

6、h are fabricated of silicon semiconductive material, such device being in the form of a separate discrete device, or integral with a silicon wafer and severable therefrom. Flash Memory Integrated Circuit shall mean a non-volatile memory integrated circuit that is electrically programmable and electr

7、ically erasable, and consists of (1) flash memory cells, each of which has a floating gate and utilizes no more than two different floating gate charge levels representing no more than one bit of information, and (2) any on-chip control, I/O, and other support circuitry necessary to the operation of

8、 the memory integrated circuit, in both wafer and chip form.1.4 MLC Flash Memory Integrated Circuit shall mean a non-volatile memory integrated circuit that is electrically programmable and electrically erasable, and consists of (1) flash memory cells, each of which has a floating gate and utilizes

9、at least three different floating gate charge levels representing more than one bit of information, and (2) any on-chip control, I/O, and other support circuitry necessary to the operation of the memory integrated circuit, in both wafer and chip form.1.5 Flash Memory Device shall mean a memory devic

10、e which consists of one or more Flash Memory Integrated Circuits with the housing/packaging and any supporting means therefor.1.6 MLC Flash Memory Device shall mean a memory device which consists of one or more MLC Flash Memory Integrated Circuits with the housing/packaging and any supporting means

11、therefor.1.7 a. Flash Memory System shall mean an integrated circuit memory system (including hardware and/or software), which contains (i) one or more interconnected Flash Memory Devices or Flash Memory Integrated Circuits, (ii) in-system control, I/O and other support circuit(s) that are (a) inter

12、connected with the Flash Memory Devices or Flash Memory Integrated Circuits, and (b) necessary to the operation of the memory system, with or without the housing/packaging and supporting means therefor.b. MLC Flash Memory System shall mean an integrated circuit memory system (including hardware and/

13、or software), which contains (i) one or more interconnected MLC Flash Memory Devices or MLC Flash Memory Integrated Circuits, (ii) in-system control, I/O and other support circuit(s) that are (a) interconnected with the MLC Flash Memory Devices or MLC Flash Memory Integrated Circuits, and (b) necess

14、ary to the operation of the memory system, with or without the housing/packaging and supporting means therefor.1.8 Triple-poly Flash Memory Device shall mean either a Flash Memory Device or a MLC Flash Memory Device in which the Flash Memory Integrated Circuit(s) or the MLC Flash Memory Integrated C

15、ircuit(s), as the case may be, utilizes poly-to-poly erase and is manufactured on a semiconductor fabrication process which utilizes three layers of polysilicon.a. Triple-Poly Flash Memory Product shall mean either a Triple-poly Flash Memory Device, a Flash Memory System, or a MLC Flash Memory Syste

16、m in which Triple-poly Flash Memory Devices are included.b. Etox Flash Product shall mean (1) a Flash Memory Device or a MLC Flash Memory Device which utilizes poly to source/substrate erase or program; or (2) a Flash Memory System or MLC Flash Memory System in which all Flash Memory Devices and/or

17、MLC Flash Memory Devices utilize poly to source/substrate erase or program.1.9 Third Party Flash Software shall mean software (in either source code or object code form) (1) which is used primarily to support or enhance the operations of Flash Memory Devices, MLC Flash Memory Devices, Flash Memory S

18、ystems, or MLC Flash Memory Systems, (2) which is not created or authored by employee(s) of BBB or BBBs Subsidiaries or of San Disk or of AAAs Subsidiaries, and (3) the copyright ownership of which does not lie in BBB or BBBs Subsidiaries or AAA or AAAs Subsidiaries. Flash Business shall mean those

19、units, entities and assets within a company whose primary activity or usage is to design, manufacture, or sell Flash Memory Devices, MLC Flash Memory Devices, Flash Memory Systems, or MLC Flash Memory Systems.1.10 AAA Patents shall mean all classes or types of patents, utility models and design pate

20、nts (including, without limitation, originals or divisions, continuations, continuations-in-part or reissues), in all countries or jurisdictions of the world now owned or controlled by AAA or acquired by AAA during the term of this Agreement which (a) are issued prior to the expiration or terminatio

21、n of this Agreement, and (b) except for consideration paid to employees, have no requirement to pay consideration to another for the grant of a license under this Agreement, and (c) apply to the use or manufacture of Flash Memory Integrated Circuits, Flash Memory Devices or Flash Memory Systems.1.11

22、 BBB Patents shall mean all classes or types of patents, utility models and design patents (including, without limitation, originals or divisions, continuations, continuations-in-part or reissues), in all countries or jurisdictions of the world now owned or controlled by BBB or acquired by BBB durin

23、g the term of this Agreement which (a) are issued prior to the expiration or termination of this Agreement, (b) except for consideration paid to employees, have no requirement to pay consideration to another for the grant of a license under this Agreement, and (c) apply to the use or manufacture of

24、Flash Memory Integrated Circuits, Flash Memory Devices or Flash Memory Systems.1.12 AAA Licensed Products shall mean any AAA Flash Memory Integrated Circuits, AAA Flash Memory Devices, AAA Flash memory Systems, and Third Party Flash Software distributed or sold by AAA in conjunction with a AAA Licen

25、sed Product, and shall not include any MLC Flash Memory Integrated Circuits, MLC Flash Memory Devices, or MLC Flash Memory Systems.1.13 BBB Licensed Products shall mean any BBB Flash Memory Integrated Circuits, BBB Flash Memory Devices and BBB Flash Memory Systems; and Third Party Flash Software whe

26、re such Third Party Flash Software is distributed or sold by BBB in conjunction with a Shap Licensed Product, and shall not include any Triple-Poly Flash memory Device or Product, MLC Flash Memory Integrated Circuits, MLC Flash Memory Devices or MLC Flash Memory Systems.1.14 Net Sales shall mean the

27、 following:a. Net Sales with respect to any BBB Licensed Products which are first sold in the form of Flash Memory Devices or Flash Memory Integrated Circuits as individual items shall mean the invoice price for said Memory Devices or Flash Memory Integrated Circuits billed by the IC Group of BBB an

28、d/or Subsidiaries of BBB; except that, where such sales are to another BBB subsidiary, division or group, then Net Sales shall mean the higher of the invoice price billed, or the then current average selling price (ASP) for such products to third party customers of BBB.b. Net Sales with respect to a

29、ny BBB Licensed Products which are first sold in the form of Flash Memory Systems shall mean the total invoice price of all Flash Memory Devices or Flash Memory Integrated Circuits used in such Flash Memory Systems when sold as individual items by the IC Group of BBB or its Subsidiaries to third par

30、ty customers of BBB, or when there are no comparable sales of the same Flash Memory Devices or Flash Memory Integrated Circuits as individual items, Net Sales shall mean the invoice price for equivalent Flash Memory Devices or Flash Memory Integrated Circuits sold as individual items by the IC Group

31、 of BBB or Subsidiaries of BBB to third party customers of BBB. In case there are no equivalent Flash Memory Devices or Flash Memory Integrated Circuits by reason of the fact that the Flash Memory System includes only Flash Memory Devices or Flash Memory Integrated Circuits with a total capacity of

32、less than the capacity of the lowest capacity Flash Memory Integrated Circuit or Flash Memory Device then being sold by BBB, Net Sales of such Flash Memory Systems shall be calculated by multiplying the invoice price of the lowest capacity Flash Memory Integrated Circuit or Flash Memory Device, whichever is lower, then being sold to third party customers of BBB, by the fraction A/B, where A is the capacity of the Flash Memory Devices or Flash Memory Integrated Circuits included in the Flash Memory System, and B is the capacity of the lowest capacity F