UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Emerging growth company
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| Item 1.01. | Entry into a Material Definitive Agreement. |
Amendment No.2 to Semiconductor Patent License Agreement
On March 31, 2023, Rambus Inc. (“Rambus”) and SK hynix Inc. (“SK hynix”) entered into Amendment No. 2 (the “Second Amendment”) to their Semiconductor Patent License Agreement, with an effective date of July 1, 2013 (as amended by the Amendment No. 1 to Semiconductor Patent License Agreement, dated June 17, 2015 the “SPLA,” and as further amended by the Second Amendment, the “Amended SPLA”). The Second Amendment will be effective on July 1, 2024.
Under the Amended SPLA, Rambus has extended the duration of SK hynix’s term product license for memory and semiconductor products for an additional ten years until July 1, 2034. Rambus has also provided SK hynix with the right to obtain a license for the lives of Rambus patents that Rambus transfers, assigns, or exclusively licenses to any third-party before the expiration or termination of the Amended SPLA, subject to payment of certain consideration. The Amended SPLA also adds coverage for SK hynix’s acquisition of Intel’s NAND flash business, including its Solidigm subsidiary.
Under the Amended SPLA, starting in the third calendar quarter of 2024, there will be a new mechanism to calculate SK hynix’s quarterly cash payments to Rambus. Such payments are variable, start higher with an adjustment lower in 2029 and, absent certain acquisitions, are expected to result in an average quarterly payment of approximately $11,000,000 USD, which equates to approximately $440,000,000 USD over the extended term of the agreement beginning July 1, 2024 and ending July 1, 2034. The Amended SPLA also provides for an increase in the quarterly cash payments if SK hynix completes certain acquisitions as described in the Amended SPLA. In addition, under the Amended SPLA, the payment calculations may require good faith negotiation and mediation in the event of certain market factors, including but not limited to, the timing, scope, and royalty rates paid by certain third parties to Rambus for use of its patented inventions.
Except as otherwise specifically referenced in the Second Amendment, all other terms and conditions of the SPLA will remain in effect.
The foregoing descriptions of the Second Amendment are qualified in their entirety by reference to the full text of the Amendment, which Rambus intends to file with the Securities and Exchange Commission (the “SEC”) as an exhibit to the applicable periodic report. Rambus also intends to seek confidential treatment for certain terms of the Amendment in connection with the filing of such agreement in accordance with the procedures of the SEC.
A copy of the joint press release issued by Rambus and SK hynix relating to the matters discussed above is attached hereto as Exhibit 99.1 and is incorporated by reference herein. The information in the press release shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description | |
| 99.1 | Press Release of Rambus Inc., dated April 4, 2023. | |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: April 4, 2023 | Rambus Inc. | |||||
| /s/ Desmond Lynch | ||||||
| Desmond Lynch, Senior Vice President, Finance and Chief Financial Officer | ||||||
Exhibit 99.1
Rambus and SK hynix Extend Comprehensive License Agreement
Agreement extended by ten years to 2034, enabling long-term collaboration on products and broad access to Rambus innovations
SAN JOSE, Calif. – April 4, 2023 – Rambus Inc. (NASDAQ: RMBS), a premier chip and silicon IP provider making data faster and safer, today announced it has extended its comprehensive patent license agreement with SK hynix, a world leader in advanced semiconductor technology, for an additional ten years. Effective July 1, 2024, the extension maintains similar financial terms and provides SK hynix with broad access to the full Rambus patent portfolio through mid 2034. Other terms and details are confidential.
“SK hynix is a longstanding partner and customer, and we are very pleased to extend our strong relationship well ahead of the agreement’s expiration date,” said Luc Seraphin, president and chief executive officer of Rambus. “Both Rambus and SK hynix are committed to advancing the industry with world-class products and technology, and this extension is a testament to the ongoing value of our intellectual property and our continued product collaborations together.”
About Rambus Inc.
Rambus is a provider of industry-leading chips and silicon IP making data faster and safer. With over 30 years of advanced semiconductor experience, we are a pioneer in high-performance memory subsystems that solve the bottleneck between memory and processing for data-intensive systems. Whether in the cloud, at the edge or in your hand, real-time and immersive applications depend on data throughput and integrity. Rambus products and innovations deliver the increased bandwidth, capacity and security required to meet the world’s data needs and drive ever-greater end-user experiences. For more information, visit rambus.com.
Source: Rambus Inc.
Contact:
Nicole Noutsios
Rambus Investor Relations
(510) 315-1003
rambus@nmnadvisors.com
Document and Entity Information |
Mar. 31, 2023 |
|---|---|
| Cover [Abstract] | |
| Entity Registrant Name | RAMBUS INC |
| Amendment Flag | false |
| Entity Central Index Key | 0000917273 |
| Document Type | 8-K |
| Document Period End Date | Mar. 31, 2023 |
| Entity Incorporation State Country Code | DE |
| Entity File Number | 000-22339 |
| Entity Tax Identification Number | 94-3112828 |
| Entity Address, Address Line One | 4453 North First Street |
| Entity Address, Address Line Two | Suite 100 |
| Entity Address, City or Town | San Jose |
| Entity Address, State or Province | CA |
| Entity Address, Postal Zip Code | 95134 |
| City Area Code | (408) |
| Local Phone Number | 462-8000 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Common Stock, $.001 Par Value |
| Trading Symbol | RMBS |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |