TESSERA, INC. TCC® Patent License Agreement

EX-10.17 13 dex1017.htm TCC PATENT LICENSE AGREEMENT, DATED AS OF JANUARY 22, 2003 TCC Patent License Agreement, dated as of January 22, 2003

EXHIBIT 10.17

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.

Tessera Confidential

TESSERA, INC.

TCC^® Patent License Agreement

This Agreement is entered into as of the date of the last signature appearing below (“Execution Date”), between TESSERA INC., a corporation organized under the laws of Delaware, having a principal place of business at 3099 Orchard Drive, San Jose, CA, 95134, USA and the Tessera Affiliates (“Tessera”) and Seiko Epson Corporation a corporation organized under the laws of Japan, having a principal place of business at 3-5, Owa 3-chome, Suwa-shi, Nagano-ken, 392-8502, Japan and the Licensee Affiliates (“Licensee”) with reference to the following facts:

Recitals

WHEREAS, Tessera owns certain patented semiconductor integrated circuit (“IC”) packaging technology it calls TCC technology, where said technology includes package structures, manufacturing processes, and certain other proprietary information and technology required to manufacture TCC Licensed Products, and

WHEREAS, Licensee wishes to use the Tessera patented technology to assemble said TCC Licensed Products and to sell same in accordance with the terms hereof.

The Parties Hereto Agree:

I. Definitions. As used herein, the following terms shall have the following meaning:

A. The term “TCC Licensed Product” means a type of IC package that:

(1) incorporates at least one IC device having electrical contacts on a front surface of such IC device, where such contact bearing front surface faces away from a package substrate (including polyimide package substrates or including laminate package substrates having a thickness equal to or less than [*]), the package substrate being attached to the IC device and having at least one substrate terminal within the periphery of the IC device and such at least one substrate terminal being electrically connected to one of the electrical contacts of the IC device, and the external terminals have a pitch of less than or equal to [*] (“Face-Up Package”), or

(2) incorporates at least one IC device having electrical contacts on a front surface of such IC device, where such contact bearing front surface faces toward a package substrate, the substrate being attached to the IC device and having at least one substrate terminal within the periphery of the IC device and such at least one substrate terminal being electrically connected to one of the electrical contacts of the IC device, and the external terminals have a pitch of less than or equal to [*] (“Face-Down Package”).

B. The term “Batch Technology” as used herein means any method, process, technique or Patent owned or acquired by Tessera during the term hereof covering any structures or processing methods for simultaneously forming, producing and/or connecting a plurality of electrical connections between contacts on an IC device and external terminals of the IC package. Notwithstanding, the parties expressly agree that any TCC Licensed Product made and/or connected individually on a semiconductor integrated circuit or undiced wafer by traditional wire bonding

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methods and/or tape automated bonding (“TAB”) gang bonding methods, is not a product made using Batch Technology.

C. The term “Patent” means letters patents, utility models, allowances and applications therefor in all countries of the world, including re-issues, re-examinations, continuations, continuations-in-part, divisionals, and all corresponding foreign patents.

D. The term “Tessera Patent” means Patent(s) or claims within such Patent(s) for the design, manufacture, and/or assembly of TCC Licensed Products (excluding Batch Technology as defined herein) owned by Tessera prior to expiration or termination of this Agreement. The term Tessera Patent shall further include any third party patent for the design, manufacture, and/or assembly of TCC Licensed Products (excluding Batch Technology as defined herein) under which Tessera or any successor thereof has the right to grant licenses of the scope granted herein, as of the Execution Date or at any time during the term of this Agreement, without the payment of royalty or other consideration to such third parties except for payment to third parties for inventions made by said parties while employed by Tessera or any successor thereof. As of the Execution Date of this Agreement, Tessera Patents, as defined above, consist of those Patents set forth in Attachment A. Tessera has sole discretion in the prosecution of the Tessera patent applications prospectively licensed hereunder, non-exclusively including filing continuations, continuations-in-part, divisionals, filing corresponding foreign patents applications and/or abandoning one or more of such patent applications.

E. The term “Billable Pin” means any electrical connection to an IC bond pad made or contained in any TCC Licensed Product licensed hereunder.

F. The term “Licensee Improvements” means derivatives, improvements, modifications, or enhanced specifications relating to a TCC Licensed Product, or related materials, that may infringe a Tessera Patent or may be made or incorporated in a TCC Licensed Product by or for Licensee.

G. The term “Standards” means those minimum standards as set forth in Attachment C pursuant to which Licensee may sell any TCC Licensed Product under a Mark (as defined in Paragraph VIII.).

H. The term “Licensee Affiliate” means any company which agrees to be bound by the terms and conditions of this Agreement and has more than fifty percent (50%) of the voting stock owned or controlled by Licensee. A company shall be considered a Licensee Affiliate only so long as such majority ownership or control exists. Licensee shall be ultimately responsible for the actions of the Licensee Affiliates pursuant to this Agreement.

I. The term “Tessera Affiliate” means any company which agrees to be bound by the terms and conditions of this Agreement and has more than fifty percent (50%) of the voting stock owned or controlled by Tessera. A company shall be considered a Tessera Affiliate only so long as such majority ownership or control exists. Tessera shall be ultimately responsible for the actions of the Tessera Affiliates pursuant to this Agreement.

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K. The term “Licensed Package Assembler” means a party licensed by Tessera to assemble, use and sell TCC Licensed Products for others. Tessera agrees to periodically provide Licensee a list of such parties.

II. Licensee Rights

A. License Grant. Subject to the terms and conditions hereinafter set forth, Licensee’s agreement to the provisions hereof including all attachments hereto, and Licensee’s payment of the fees and royalties stated herein in Paragraph III, Tessera hereby grants Licensee a world-wide, non-exclusive, non-transferable, non-sublicensable, limited license to the Tessera Patents to make TCC Licensed Products and use or sell such TCC Licensed Products or to make TCC Licensed Products for others in a subcontract package assembly capacity. In addition, Licensee is granted the right to have TCC Licensed Products made for Licensee by any Licensed Package Assembler. Licensee may, at its option, exercise this “have made” right with such Licensed Package Assembler and pay royalties due hereunder for the assembly of TCC Licensed Products by such Licensed Package Assembler directly to Tessera instead of having such Licensed Package Assembler pay the royalties to Tessera. When Licensee exercises this right to pay royalties directly to Tessera, it shall provide written notice to such Licensed Package Assembler and to Tessera.

B. Batch Technology Excluded. Notwithstanding anything herein to the contrary, Batch Technology is excluded from the scope of this Agreement, and Licensee’s rights herein expressly exclude any right to package and/or assemble, or sell any product made using Batch Technology. Tessera will offer Licensee a Batch Technology License on commercially reasonable terms if Licensee requests such an offer.

C. No Implied License. Notwithstanding the foregoing, nothing in this Agreement shall be construed to grant Licensee or its Affiliates, successors or assigns or any third parties an implied license under any patent owned by Tessera other than the Tessera Patents (as defined above).

III. Fee and Royalty

A. License Fee. As consideration for the licenses and privileges of Paragraph II.A and for the credit granted in Paragraph III.D hereof, Licensee shall pay to Tessera the sum of [*] ($[*]) within thirty (30) days of the Execution Date of the Agreement.

B. Royalty. In addition to the License Fee, Licensee shall pay running royalties for the license granted in Paragraph II.A. four times annually (as set forth in Paragraph V) to Tessera during the term of this Agreement (“Earned Royalties”). Licensee shall pay a starting royalty of [*] (US$[*]) per Billable Pin for TCC Licensed Products made by Licensee hereunder, whether sold, transferred or used internally. After Licensee has paid to Tessera [*] (US$[*]) in royalties, the Licensee shall begin paying a mid-range royalty of [*] (US$[*]) per Billable Pin for TCC Licensed Products made by Licensee hereunder, whether sold, transferred or used internally. After Licensee has paid to Tessera [*] (US$[*]) in cumulative royalties, Licensee shall begin paying a base royalty of [*] (US$[*]) per Billable Pin for TCC Licensed Products made by Licensee hereunder, whether sold, transferred or used internally for

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the remainder of this Agreement; provided that the maximum number of payable Billable Pins per TCC Licensed Product shall be capped at [*] Billable Pins.

C. Royalty Buy-Down Payment. Licensee has elected to pay Tessera [*] (US$[*]) within thirty (30) days of the Execution Date of the Agreement as a Royalty Buy-Down Payment. Upon payment, this Royalty Buy-Down Payment will immediately reduce the running royalty rate to the base royalty level of [*] (US$[*]) per Billable Pin (as set forth in Paragraph III.B, above) for all royalty calculations and payments mandated by this Agreement, including payments for Previously Manufactured TCC Licensed Products set forth in Paragraph V.B and reported in Attachment D

D. Credit for Previously Manufactured TCC Licensed Products. Tessera grants to Licensee a credit of up to [*] US Dollars ($[*]) against royalties due under Paragraph V.B.

IV. Taxes

Any taxes imposed by the Government of Japan based upon payments from Licensee to Tessera under this Agreement shall be paid in accordance with the United States—Japan Treaty for the Avoidance of Double Taxation. In the event that Licensee is required to withhold the taxes from the payments by Licensee to Tessera hereunder, Licensee shall deduct and pay such taxes to the tax authorities in Japan. Licensee shall promptly furnish Tessera with the corresponding tax receipts and/or certificates evidencing payments thereof.

V. Licensee Reports and Payment

A. Quarterly Royalty Reports & Payment. Beginning January 1, 2003, royalties shall be calculated and paid in full in quarter annual payment periods ending March 31, June 30, September 30 and December 31 of each year. Beginning with the first such royalty payment, Licensee shall deliver a written report (as shown in Attachment B) describing (i) the basis upon and containing the information sufficient to determine the royalties due Tessera for the applicable payment period and (ii) the purchases by Licensee of TCC Licensed Products from other Tessera licensees. All payments under this Paragraph shall be made in US Dollars by wire transfer to Union Bank of California, 99 Almaden Blvd., San Jose, CA 95113, Account Name: Tessera, Account No.: 6450148359, Routing No. 122000496, International Swift Code: BOFCUS33MPK, or such other bank or account as Tessera may from time to time designate in writing. The payments of royalties and submission of such reports from Licensee to Tessera under this Paragraph shall be made within thirty (30) days from the end of each quarter annual payment period and shall be considered to be made as of the day on which such payments are received in Tessera’s designated bank account.

B. Previously Manufactured TCC Licensed Products. On the Execution Date of this Agreement, Licensee shall deliver a written report (as shown in Attachment D) to Tessera describing the manufacture and purchase by Licensee of TCC Licensed Products prior to the Execution Date, and a retroactive payment for such parts under the royalty terms set forth herein, if any is due after Paragraphs III.C and III.D are taken into account. Upon receipt of such report and payment, Tessera agrees not to make any claims against either (i) Licensee for its manufacture, use, sale, or offer for sale of TCC Licensed Products prior to the Execution Date, (ii) any other party for its manufacture

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or sale of TCC Licensed Products prior to the Execution Date for Licensee’s use, sale, or offer for sale, or (iii) any Licensee customer for its use, sale, offer for sale or incorporation into products of TCC Licensed Products purchased from Licensee prior to the Execution Date.

VI. Discuss & Confer

In the event that (1) U.S. Patent Numbers ###-###-####, 5679977, and ###-###-#### expire, become invalid or unenforceable by a final judgment of a court of competent jurisdiction and the relevant portion of such judgment survives in an appellate decision from the Court of Appeals for the Federal Circuit or (2) a substantial change in the business situation of Licensee and/or the industry occurs, Licensee may request Tessera to meet and discuss the effects of such invalidity or unenforceability on the scope of Tessera’s patent coverage and a potential amendment to this Amendment. Tessera, in good faith, agrees to honor this request and to meet Licensee at a mutually agreeable time and place.

VII. Improvements

A. Licensee Improvement Grantback. Licensee hereby grants to Tessera a world-wide, fully-paid, non-exclusive, non-sublicensable, non-transferable, perpetual, right to use Licensee Improvements and Licensee’s Patents covering any inventions contained in such Licensee Improvements to manufacture, have manufactured for Tessera by any Licensed Package Assembler, use or sell TCC Licensed Products.

B. Cross Licensing With Other Tessera Licensees. Licensee agrees to grant to the other licensees of Tessera on commercially reasonable terms a non-exclusive, non-transferable, non-sublicensable license under Licensee’s Patents covering any inventions contained in such Licensee Improvements that are discoverable from an examination of the TCC Licensed Products made by Licensee unless such other licensees refuse to grant to Licensee similar licenses under any of such other licensees’ patents relating to any improvements developed by such other licensee on similar commercially reasonable terms.

VIII. Trademarks & License Notice

A. Trademark Ownership. Licensee acknowledges Tessera’s ownership of the following trademarks: TESSERA BLOCK LOGO, TCC, COMPLIANT CHIP, µBGA, Micro BGA and µBGA-F (hereinafter “Marks”). Licensee agrees that it will do nothing inconsistent with such ownership and that all use of the Marks by Licensee shall inure to the benefit of and be on behalf of Tessera. Licensee agrees that nothing in this Agreement shall give Licensee any right, title or interest in the Marks other than the right to use the Marks in accordance with this Agreement to make and sell TCC Licensed Products according to the Standards.

B. Trademark License Grant. Subject to the IC packages manufactured pursuant to this Agreement meeting all of the Standards (as defined in Paragraph I.K and listed in Attachment C), Licensee’s agreement and compliance with the other provisions of this Agreement including all attachments hereto, and Licensee’s payment of the fees and royalties stated herein in Paragraph III, Tessera hereby grants Licensee a non-exclusive, non-transferable, non-sublicensable limited license

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to use the Marks to identify and distinguish Licensee’s royalty bearing TCC Licensed Products that are sold by Licensee under this Agreement, subject to the proper use of such Marks (as set forth in this Paragraph below) and the acknowledgement of ownership of such Marks in documentation, articles and promotional material; to wit, each such use shall contain the following text: “ (List of the Marks used in the item) are trademarks of Tessera, Inc.” or a suitable variant thereof to account for a singular use of one or more of the Marks.

C. Trademark Form of Use. If Licensee chooses to use the Marks, Licensee shall use its best efforts to use the Marks as modifiers in conjunction with generic nouns, e.g. the µBGA^{^®} package. Further, all of the Marks, except “µBGA-F”, are federally registered by the U.S. Trademark Office. As such, Licensee shall use the “^®” symbol adjacent the Marks in all titles and headings and other prominent uses of the Marks and shall also use its best efforts to use the “^®” symbol on at least the first and most obvious use of each of the Marks within the text of any printed material. The term “µBGA-F” is a common law trademark of Tessera. As such, Licensee shall use the “^™” symbol adjacent this Mark in all titles and headings and other prominent uses of the “µBGA-F” mark and shall also use its best efforts to use the “^™” symbol on at least the first and most obvious use of each such mark within the text of any printed material.

D. License Notice. Licensee use good faith, reasonable efforts to include the following written notice on promotional material available on the worldwide web and on applicable data sheets (but not on invoices, part shipments or the like) referring to royalty bearing TCC Licensed Products: “These products are made under a license from Tessera, Inc.”.

IX. [Reserved]

X. Term and Termination

A. Term. This Agreement shall become effective on the Execution Date and, unless earlier terminated as provided for elsewhere in this Agreement, shall remain in full force until the expiration of the last to expire of any Tessera Patent.

B. Termination for Breach. Either party may terminate this Agreement due to the other party’s breach of this Agreement, such as failure to perform its duties, obligations, or responsibilities herein (including, without limitation, failure to pay royalties and provide reports as set forth herein). The parties agree that such breach will cause substantial damages to the party not in breach. Therefore, the parties agree to work together to mitigate the effect of any such breach; however, the non-breaching party may terminate this Agreement if such breach is not cured or sufficiently mitigated (to the non-breaching party’s satisfaction) within sixty (60) days of notice thereof.

C. Termination for Assignment. In the event that (i) a party either sells or assigns substantially all of its assets or business to a third party (“Selling Party”) or (ii) a third party acquires more than fifty percent (50%) of the capital stock entitled to vote for directors of such party (“Purchasing Party”), the Selling Party shall notify the other party hereto of such sale or assignment of assets or the Purchasing Party’s acquisition. In any case of sale, assignment or acquisition, the Selling Party shall provide to the other party a written confirmation from such Purchasing Party stating that such Purchasing Party shall expressly undertake all the terms and conditions of this

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Agreement to be performed by Selling Party. In the event that Licensee is the Selling Party and the Purchasing Party does not agree to fulfill such obligations under this Agreement, Tessera shall reserve a right to terminate this Agreement. In the event Tessera is the Selling Party, the Purchasing Party shall be bound to the terms and obligations of this Agreement.

D. Termination for Bankruptcy. In the event that one party becomes insolvent or bankrupt, permanently ceases doing business, makes an assignment for the benefit of its creditors, commits an act of bankruptcy, commences any bankruptcy proceedings or other proceedings in the nature of bankruptcy proceedings, or has commenced against it any bankruptcy proceedings or other proceedings in the nature of bankruptcy proceedings that are not dismissed within sixty (60) days, then the other party shall have the right to terminate this Agreement immediately upon its notice.

E. Termination for Convenience. At any time after the second anniversary of this License, Licensee may terminate this Agreement for convenience by delivery of ninety (90) days advance written notice to Tessera.

F. Any termination of this Agreement pursuant to this Paragraph X shall be deemed a termination of this Agreement in accordance with its terms (including termination of any payments of unaccrued royalties to Tessera and any rights of Licensee to use any Tessera Patent licensed hereunder).

G. Survival Clause. Unless otherwise provided elsewhere in this Agreement, the following provisions shall survive the termination or expiration of this Agreement:

1. Licensee’s obligation to make payments and to submit written reports to Tessera accrued under this Agreement on or prior to expiration or termination.

2. Licensee’s obligation to permit the inspection and audit of its account record stipulated in Paragraph XI, Reasonable Audit, for a period of two (2) years after such termination or expiration.

3. Paragraph VII.A, Licensee Improvement Grantback, but limited to those inventions conceived of prior to any termination or expiration of this Agreement.

4. Paragraph X, Term and Termination.

5. Paragraph XII, No Warranties

6. Paragraph XIII, Limitation on Damages

7. Paragraph XIV, Confidentiality of Agreement Terms

8. Paragraph XV, Indemnity

9. Paragraph XVI, Miscellaneous

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XI. Reasonable Audit

A. Financial Audit. Upon reasonable written prior notice, Tessera shall have the right to examine and audit through an independent third party CPA firm, not more frequently than once per year, relevant records of Licensee that may contain information bearing upon the amount of fees payable under this Agreement; provided, that the said auditor shall have agreed in advance in writing to maintain in confidence and not to disclose to Tessera or any third party any Licensee proprietary information obtained during the course of such audit. The results of any such audit shall be final, and within thirty (30) days after receiving the auditor’s report, Licensee shall make payment to Tessera of any amount which may be found to be payable, if any. Tessera shall bear the expenses of such audit examinations unless royalties due and owing to Tessera are determined by the auditor to be at least five percent (5%) greater than such similar amounts as calculated and/or paid by Licensee, in which case Licensee shall bear such expenses. If a financial audit for a given time period is concluded pursuant to this paragraph, Tessera may not audit Licensee for the same time period, provided that all material information was considered during such audit.

B. Compliance Audit. During the term of this Agreement, if Tessera has a good faith belief that Licensee is not paying royalties on certain devices for which a royalty is due hereunder, Tessera may make a written request to Licensee for information sufficient to make a determination whether such devices are covered hereunder, for example samples, material characteristics and vendors, related drawings, etc. Licensee agrees to comply with such inquiries.

C. Standards Audit. Prior to the first shipment of TCC Licensed Products to a third party by Licensee upon which Licensee intends to bear the Marks under the license set forth in Paragraph VIII.B. pursuant to this Agreement, Licensee shall provide Tessera with sufficient quantities of such packages to enable Tessera to determine if such packages are in compliance with the Standards. Upon receipt of such packages, Tessera shall promptly perform the tests set forth in Attachment C and provide a written report to Licensee detailing the results of the tests so performed. After the Licensee manufactured TCC Licensed Products have passed Tessera’s testing requirements, Licensee may use the Marks as set forth in Paragraph VIII. To ensure the on-going, future minimum quality and reliability of the TCC Licensed Products sold by Licensee under any of the Marks pursuant to this Agreement, Tessera shall have a right to perform the tests set forth in Attachment C at any time during the term of this Agreement upon 60 day written notice by Tessera to Licensee of Tessera’s intention to perform such Standards testing. Upon Licensee’s receipt of such written notice from Tessera, Licensee shall promptly provide sufficient quantities of TCC Licensed Products for such testing. Upon receipt of such packages, Tessera shall promptly perform the tests and provide a written report to Licensee detailing the results of the tests so performed.

XII. No Warranty

Licensee acknowledges and agrees that the rights and licenses, Tessera Patents, Technical Information and specifications granted or otherwise provided hereunder are provided to Licensee “AS IS”, with no warranty of any kind. TESSERA MAKES NO WARRANTY, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, CONCERNING THE SUBJECT MATTER OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, QUALITY, USEFULNESS OR NONINFRINGEMENT. Tessera

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makes no warranty that the Tessera Patents, Technical Information, specifications or Standards will be sufficient to yield any particular result.

XIII. Limitation on Damages

IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY OTHER PERSON OR ENTITY (UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY) FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THE SUBJECT MATTER OF THIS AGREEMENT, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.

XIV. Confidentiality of Agreement Terms

A. Confidential Terms. Tessera and Licensee shall keep the terms of this Agreement (including all Attachments hereto) confidential except:

(1) to any court or governmental body or agency compelling such disclosure; however, any disclosure shall be limited to that compelled by the governmental body or agency and the disclosing party will take all reasonable actions to obtain a protective order protecting the disclosure; or

(2) as may otherwise be required by law; or

(3) either party may disclose to third parties the existence of this Agreement to the extent described in the Recitals section hereof.

B. Order to Disclose. A party receiving a request, subpoena or order for the disclosure of the terms or conditions 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 disclose 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 oppose disclosure or seek protective orders.

C. Breach of Confidentiality. If Licensee learns of a breach of this Paragraph XIV, Licensee shall immediately send a written notification to Tessera describing the circumstances of such breach.

D. Employee Agreements. Licensee will disclose the terms of this Agreement solely to its employees who (1) have a need to know such information, and (2) have signed confidentiality agreements that cover such information and that contain terms at least as restrictive as those contained herein.

E. Prior Confidentiality Terms. This Paragraph XIV applies only to the matters described herein and does not supersede any prior written agreements between the parties.

XV. Indemnity

A. Licensee agrees to defend, indemnify and hold Tessera harmless from and against any and all damages, liabilities, costs and expenses (including reasonable attorney’s fees and expenses) arising out of or related to Licensee’s use of Tessera Patents. Notwithstanding, Licensee

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shall not bear the obligation or expense of defending the validity of any Tessera Patent. Tessera shall have sole control over and bear the expense for so defending the validity of the Tessera Patents.

B. Tessera agrees to defend, indemnify and hold Licensee harmless from and against any and all damages, liabilities, costs and expenses (including reasonable attorney’s fees and expenses) arising out of or related to Tessera’s use of Licensee Improvements. Notwithstanding, Tessera shall not bear the obligation or expense of defending the validity of any Licensee Patent. Licensee shall have sole control over and bear the expense for so defending the validity of the Licensee Patents.

XVI. Miscellaneous

The following additional terms shall apply to this Agreement:

A. Governing Law. This Agreement shall be governed, interpreted and construed in accordance with the laws of the State of California, irrespective of choice of laws provisions. Both parties shall use reasonable efforts to resolve by mutual agreement any disputes, controversies, claims or difference which may arise from, under, out of or in connection with this Agreement. If such disputes, controversies, claims or differences cannot be settled between the parties, any dispute resolution proceeding shall take place in the United States, but if either party files a claim in a state or federal court, such claim shall be filed in the state or federal courts in California. The parties hereby consent to personal jurisdiction and venue in the state and federal courts of California. Nothing herein shall alter or affect any other rights either party may have to redress any breach or act of the other party. Notwithstanding any provision herein, after the sixty (60) day cure period set forth in Section X.B and notice of termination of this Agreement by one of the parties, either party may bring an action in the U.S. International Trade Commission.

B. No Waiver. Any waiver, express or implied, by either of the parties hereto of any right hereunder or default by the other party, shall not constitute or be deemed a continuing waiver or a waiver of any other right or default. No failure or delay on the part of either party in the exercise of any right or privilege hereunder shall operate as waiver thereof, nor shall any single or partial exercise of such right or privilege preclude other or further exercise thereof or any other right or privilege.

C. Equitable Relief. Nothing herein shall preclude either party from taking whatever actions are necessary to prevent immediate, irreparable harm to its interests. Otherwise, these procedures are exclusive and shall be fully exhausted prior to the initiation of any litigation.

D. Notices. All notices, required documentation, and correspondence in connection herewith shall be in the English language, shall be provided in writing and shall be given by facsimile transmission or by registered or certified letter to Tessera and Licensee at the addresses and facsimile numbers set forth below:

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Tessera:		Tessera, Inc.
		3099 Orchard Dr.
		San Jose, California 95134
		Facsimile No.: 408 ###-###-####
		Attn.: Chief Executive Officer

Licensee:		Seiko Epson Corporation
		3-5, Owa 3-chome, Suwa-shi
		Nagano-ken, 392-8502, Japan
		Facsimile No.: 81-#
		Attn.: General Manager, Licensing

Either Party may change its address and/or facsimile number by giving the other party notice of such new address and/or facsimile number. All notices if given or made by registered or certified letter shall be deemed to have been received on the earlier of the date actually received and the date three days after the same was posted and if given or made by facsimile transmission shall be deemed to have been received at the time of dispatch, unless such date of receipt is not a business day, in which case the date of deemed receipt shall be the next succeeding business day.

E. Invalidity. If any provision of this Agreement is declared invalid or unenforceable by a court having competent jurisdiction, it is mutually agreed that this Agreement shall endure except for the part declared invalid or unenforceable by order of such court. The parties shall consult and use their reasonable efforts to agree upon a valid and enforceable provision which shall be a reasonable substitute for such invalid or unenforceable provision in light of the intent of this Agreement.

F. Assignment. With the exception of Section X.C (Termination for Assignment), neither party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party.

G. Export Regulations. Both parties shall comply with the laws and regulations of the government of the United States and of any other country as relevant to each party hereto relating to the export of commodities and technical data.

H. Section Headings. The headings and captions used herein shall not be used to interpret or construe this Agreement.

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I. Entire Understanding. This Agreement embodies the entire understanding between the parties relating to the subject matter hereof, whether written or oral, and there are no prior representations, warranties or agreements between the parties not contained in this Agreement. Any amendment or modification of any provision of this Agreement must be in writing, dated and signed by both parties hereto.

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the date first above written.

TESSERA, INC.		SEIKO EPSON CORPORATION

By:	/s/ BRUCE MCWILLIAMS	By:	/s/ YASUMASA OTSUKI


Print Name: Bruce McWilliams		Print Name: Yasumasa Otsuki

Title: CEO		Title: Managing Director

Date: 1-17-2003		Date: January 22, 2003

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Attachment A

List of Patents/Patent Applications (as of January 9, 2003)

U. S. PATENTS

	PATENT NO.	TITLE
1.	5,148,265	SEMICONDUCTOR CHIP ASSEMBLIES WITH FAN-IN LEADS

2.	5,148,266	SEMICONDUCTOR CHIP ASSEMBLIES HAVING INTERPOSER AND FLEXIBLE LEAD

3.	5,258,330	SEMICONDUCTOR CHIP ASSEMBLIES WITH FAN-IN LEADS

4.	5,346,861	SEMICONDUCTOR CHIP ASSEMBLIES AND METHODS OF MAKING SAME

5.	5,347,159	SEMICONDUCTOR CHIP ASSEMBLIES WITH FACE-UP MOUNTING AND REAR-SURFACE CONNECTION TO SUBSTRATE

6.	5,390,844	SEMICONDUCTOR INNER LEAD BONDING TOOL

7.	5,398,863	SHAPED LEAD STRUCTURE AND METHOD

8.	5,414,298	SEMICONDUCTOR CHIP ASSEMBLIES AND COMPONENTS WITH PRESSURE CONTACT

9.	5,477,611	METHOD OF FORMING INTERFACE BETWEEN DIE AND CHIP CARRIER

10.	5,489,749	SEMICONDUCTOR CONNECTION COMPONENTS AND METHODS WITH RELEASABLE LEAD SUPPORT

11.	5,491,302	MICROELECTRONIC BONDING WITH LEAD MOTION

12.	5,525,545	SEMICONDUCTOR CHIP ASSEMBLIES AND COMPONENTS WITH PRESSURE CONTACT

13.	5,536,909	SEMICONDUCTOR CONNECTION COMPONENTS AND METHODS WITH RELEASABLE LEAD SUPPORT

14.	5,548,091	SEMICONDUCTOR CHIP CONNECTION COMPONENTS WITH ADHESIVES AND METHODS FOR BONDING TO THE CHIP

15.	5,597,470	METHOD OF MAKING A FLEXIBLE LEAD FOR A MICROELECTRONIC DEVICE

16.	5,619,017	MICROELECTRONIC BONDING WITH LEAD MOTION

17.	5,629,239	MANUFACTURE OF SEMICONDUCTOR CONNECTION COMPONENTS

Page 13 of 27

Tessera Confidential

		WITH FRANGIBLE LEAD SECTIONS

18.	5,659,952	METHOD OF FABRICATING COMPLIANT INTERFACE FOR A SEMICONDUCTOR CHIP

19.	5,663,106	METHOD OF ENCAPSULATING DIE AND CHIP CARRIER

20.	5,679,194	FABRICATION OF LEADS ON SEMICONDUCTOR CONNECTION COMPONENTS

21.	5,679,977	SEMICONDUCTOR CHIP ASSEMBLIES, METHODS OF MAKING SAME AND COMPONENTS FOR SAME

22.	5,682,061	COMPONENT FOR CONNECTING A SEMICONDUCTOR CHIP TO A SUBSTRATE

23.	5,685,885	WAFER-SCALE TECHNIQUES FOR FABRICATION OF SEMICONDUCTOR CHIP ASSEMBLIES

24.	5,706,174	COMPLIANT MICROELECTRONIC MOUNTING DEVICE

25.	5,766,987	MICROELECTRONIC ENCAPSULATION METHODS AND EQUIPMENT

26.	5,776,796	METHOD OF ENCAPSULATING A SEMICONDUCTOR PACKAGE

27.	5,777,379	SEMICONDUCTOR ASSEMBLIES WITH REINFORCED PERIPHERAL REGIONS

28.	5,787,581	METHODS OF MAKING SEMICONDUCTOR CONNECTION COMPONENTS WITH RELEASABLE LOAD SUPPORT

29.	5,801,446	MICROELECTRONIC CONNECTIONS WITH SOLID CORE JOINING UNITS

30.	5,807,453	FABRICATION OF LEADS ON SEMICONDUCTOR CONNECTION COMPONENTS

31.	5,821,608	LATERALLY SITUATED STRESS/STRAIN RELIEVING LEAD FOR A SEMICONDUCTOR CHIP PACKAGE

32.	5,821,609	SEMICONDUCTOR CONNECTION COMPONENT WITH FRANGIBLE LEAD SECTIONS

33.	5,834,339	METHODS FOR PROVIDING VOID FREE LAYERS FOR SEMICONDUCTOR ASSEMBLIES

34.	5,848,467	METHODS OF MAKING SEMICONDUCTOR CHIP ASSEMBLIES

35.	5,852,326	FACE-UP SEMICONDUCTOR CHIP ASSEMBLY

36.	5,861,666	STACKED CHIP ASSEMBLY

Page 14 of 27

Tessera Confidential


37.	5,868,301	SEMICONDUCTOR INNER LEAD BONDING TOOL

38.	5,875,545	METHOD OF MOUNTING A CONNECTION COMPONENT ON A SEMICONDUCTOR CHIP WITH ADHESIVES

39.	5,885,849	MICROELECTRONIC CONNECTIONS WITH SOLID CORE JOINING UNITS

40.	5.915,170	MULTIPLE PART COMPLIANT INTERFACE FOR PACKAGING OF A SEMICONDUCTOR CHIP AND METHOD THEREFOR

41.	5,915,752	METHOD OF MAKING CONNECTIONS TO A SEMICONDUCTOR CHIP ASSEMBLY

42.	5,929,517	COMPLIANT INTEGRATED CIRCUIT PACKAGE AND METHOD OF FABRICATING THE SAME

43.	5,932,254	SYSTEM FOR ENCAPSULATING MICROELECTRONIC DEVICES

44.	5,937,276	BONDING LEAD STRUCTURE WITH ENHANCED ENCAPSULATION

45.	5,950,304	METHODS OF MAKING SEMICONDUCTOR CHIP ASSEMBLIES

46.	5,966,587	METHODS OF MAKING SEMICONDUCTOR ASSEMBLIES WITH REINFORCED PERIPHERAL REGIONS

47.	5,966,592	STRUCTURE AND METHOD FOR MAKING A COMPLIANT LEAD FOR A MICROELECTRONIC DEVICE

48.	5,977,618	SEMICONDUCTOR CONNECTION COMPONENTS AND METHODS WITH RELEASABLE LEAD SUPPORT

49.	5,989,939	PROCESS OF MANUFACTURING COMPLIANT WIRE BOND PACKAGE

50.	5,994,222	METHOD OF MAKING CHIP MOUNTINGS AND ASSEMBLIES

51.	5,994,781	SEMICONDUCTOR CHIP PACKAGE WITH DUAL LAYER TERMINAL AND LEAD STRUCTURE

52.	6,002,168	MICROELECTRONIC COMPONENT WITH RIGID INTERPOSER

53.	6,012,224	METHOD OF FORMING COMPLIANT MICROELECTRONIC MOUNTING DEVICE

54.	6,030,856	BONDABLE COMPLIANT PADS FOR PACKAGING OF A SEMICONDUCTOR CHIP AND METHOD THEREFOR

55.	6,045,655	METHOD OF MOUNTING A CONNECTION COMPONENT ON A SEMICONDUCTOR CHIP WITH ADHESIVE

56.	6,046,076	VACUUM DISPENSE METHOD FOR DISPENSING AN ENCAPSULANT AND MACHINE THEREFOR

Page 15 of 27

Tessera Confidential

57.	6,049,972	UNIVERSAL STRIP/CARRIER FRAME ASSEMBLY AND METHODS

58.	6,054,337	METHODS OF MAKING A COMPLIANT MULTICHIP PACKAGE

59.	6,054,756	CONNECTION COMPONENTS WITH FRANGIBLE LEADS AND BUS

60.	6,080,605	METHOD OF ENCAPSULATING A SEMICONDUCTOR CHIP USING A SETTABLE ENCAPSULANT

61.	6,080,932	SEMICONDUCTOR PACKAGE ASSEMBLIES WITH MOISTURE VENTS

62.	6,081,035	MICROELECTRONIC BOND RIBBON DESIGN

63.	6,083,837	FABRICATION OF COMPONENTS BY COINING

64.	6,107,123	METHODS FOR PROVIDING VOID-FREE LAYERS FOR SEMICONDUCTOR ASSEMBLIES

65.	6,107,682	COMPLIANT WIRE BOND PACKAGES HAVING WIRE LOOP

66.	6,121,676	STACKED MICROELECTRONIC ASSEMBLY AND METHOD THEREFOR

67.	6,126,428	VACUUM DISPENSE APPARATUS FOR DISPENSING AN ENCAPSULANT

68.	6,127,724	PACKAGED MICROELECTRONIC ELEMENTS WITH ENHANCED THERMAL CONDUCTION

69.	6,130,116	METHOD OF ENCAPSULATING A MICROELECTRONIC ASSEMBLY UTILIZING A BARRIER

70.	6,133,627	SEMICONDUCTOR CHIP PACKAGE WITH CENTER CONTACTS

71.	6,133,639	COMPLIANT INTERFACE FOR A SEMICONDUCTOR CHIP AND METHOD THEREFOR

72.	6,147,401	COMPLIANT MULTICHIP PACKAGE

73.	6,157,075	SEMICONDUCTOR ASSEMBLIES WITH REINFORCED PERIPHERAL REGIONS

74.	6,162,661	SPACER PLATE SOLDER BALL PLACEMENT FIXTURE AND METHODS THEREFOR

75.	6,169,328	SEMICONDUCTOR CHIP ASSEMBLY

76.	6,170,151	UNIVERSAL UNIT STRIP/CARRIER FRAME ASSEMBLY AND METHODS

77.	6,182,546	APPARATUS AND METHODS FOR SEPARATING MICROELECTRONIC

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		PACKAGES FROM A COMMON SUBSTRATE

78.	6,184,140	METHODS OF MAKING MICROELECTRONIC PACKAGES UTILIZING COINING

79.	6,191,473	BONDING LEAD STRUCTURE WITH ENHANCED ENCAPSULATION

80.	6,196,042	COINING TOOL AND PROCESS OF MANUFACTURING SAME FOR MAKING CONNECTION COMPONENTS

81.	6,197,665	LAMINATION MACHINE AND METHOD TO LAMINATE A COVERLAY TO A MICROELECTRONIC PACKAGE

82.	6,202,299	SEMICONDUCTOR CHIP CONNECTION COMPONENTS WITH ADHESIVES AND METHOD OF MAKING SAME

83.	6,204,091	METHOD OF ASSEMBLING A SEMICONDUCTOR CHIP PACKAGE

84.	6,208,025	MICROELECTRONIC COMPONENT WITH RIGID INTERPOSER

85.	6,214,640	METHOD OF MANUFACTURING A PLURALITY OF SEMICONDUCTOR PACKAGES

86.	6,215,191	COMPLIANT LEAD STRUCTURES FOR MICROELECTRONIC DEVICES

87.	6,218,213	MICROELECTRONIC COMPONENTS WITH FRANGIBLE LEAD SECTIONS

88.	6,218,215	METHODS OF ENCAPSULATING A SEMICONDUCTOR CHIP USING A SETTABLE ENCAPSULANT

89.	6,225,688	STACKED MICROELECTRONIC ASSEMBLY AND METHOD THEREFOR

90.	6,232,152	METHOD OF MANUFACTURING A PLURALITY OF SEMICONDUCTOR PACKAGES AND THE RESULTING SEMICONDUCTOR PACKAGE STRUCTURES

91.	6,248,656	METAL-JACKETED LEAD MANUFACTURING PROCESS USING RESIST LAYERS

92.	6,253,992	SOLDER BALL PLACEMENT FIXTURES AND METHODS

93.	6,255,738	ENCAPSULANT FOR MICROELECTRONIC DEVICES

94.	6,265,759	LATERALLY SITUATED STRESS/STRAIN RELIEVING LEAD FOR A SEMICONDUCTOR CHIP PACKAGE

95.	6,266,872	METHOD FOR MAKING A CONNECTION COMPONENT FOR A SEMICONDUCTOR CHIP PACKAGE

96.	6,272,744	SEMICONDUCTOR CONNECTION COMPONENTS AND METHODS

Page 17 of 27

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		WITH RELEASABLE LEAD SUPPORT

97.	6,274,822	MANUFACTURE OF SEMICONDUCTOR CONNECTION COMPONENTS WITH FRANGIBLE LEAD SECTIONS

98.	6,294,040	TRANSFERABLE RESILIENT ELEMENT FOR PACKAGING OF A SEMICONDUCTOR CHIP AND METHOD THEREFOR

99.	6,300,231	METHOD FOR CREATING A DIE SHRINK INSENSITIVE SEMICONDUCTOR PACKAGE AND COMPONENT THEREFOR

100.	6,300,254	METHODS OF MAKING COMPLIANT INTERFACES AND MICROELECTRONIC PACKAGES USING SAME

101.	6,309,910	MICROELECTRONIC COMPONENTS WITH FRANGIBLE LEAD SECTIONS

102.	6,309,915	SEMICONDUCTOR CHIP PACKAGE WITH EXPANDER RING AND METHOD OF MAKING SAME

103.	6,313,528	COMPLIANT MULTICHIP PACKAGE

104.	6,324,754	METHOD FOR FABRICATING MICROELECTRONIC ASSEMBLIES

105.	6,329,224	ENCAPSULATION OF MICROELECTRONIC ASSEMBLIES

106.	6,334,942	SELECTIVE REMOVAL OF DIELECTRIC MATERIALS AND PLATING PROCESS USING SAME

107.	6,388,340	COMPLIANT SEMICONDUCTOR CHIP PACKAGE WITH FAN-OUT LEADS AND METHOD OF MAKING SAME

108.	6,255,723	LAYERED LEAD STRUCTURES

109.	6,329,605	COMPONENTS WITH CONDUCTIVE SOLDER MASK LAYERS

110.	6,306,752	CONNECTION COMPONENT AND METHOD OF MAKING SAME

111.	6,359,236	MOUNTING COMPONENT WITH LEADS HAVING POLYMERIC STRIPS

112.	6,373,141	BONDABLE COMPLIANT PADS FOR PACKAGING OF A SEMICONDUCTOR CHIP AND METHOD THEREFOR

113.	6,370,032	COMPLIANT MICROELECTRONIC MOUNTING DEVICE

114.	6,433,419	FACE-UP SEMICONDUCTOR CHIP ASSEMBLIES

115.	6,358,780	SEMICONDUCTOR PACKAGE ASSEMBLIES WITH MOISTURE VENTS AND METHODS OF MAKING SAME

116.	6,380,060	OFF-CENTER SOLDER BALL ATTACH AND METHODS THEREFOR

Page 18 of 27

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117.	6,373,128	SEMICONDUCTOR ASSEMBLIES WITH REINFORCED PERIPHERAL REGIONS

118.	6,460,245	METHOD OF FABRICATING SEMICONDUCTOR CHIP ASSEMBLIES

119.	6,458,628	METHODS OF ENCAPSULATING A SEMICONDUCTOR CHIP USING A SETTABLE ENCAPSULANT

120.	6,458,681	METHODS FOR PROVIDING VOID-FREE LAYERS FOR SEMICONDUCTOR ASSEMBLIES

121.	6,465,744	GRADED METALLIC LEADS CONNECTION TO MICROELECTRONIC ELEMENTS

122.	6,465,747	MICROELECTRONIC ASSEMBLIES HAVING SOLDER-WETTABLE PADS AND CONDUCTIVE ELEMENTS

123.	6,465,893	STACKED CHIP ASSEMBLY

124.	6,468,830	COMPLIANT SEMICONDUCTOR PACKAGE WITH ANISOTROPIC CONDUCTIVE MATERIAL INTERCONNECTS AND METHODS

125.	6,468,836	LATERALLY SITUATED STRESS/STRAIN RELIEVING LEAD FOR A SEMICONDUCTOR CHIP PACKAGE

126.	6,486,003	EXPANDABLE INTERPOSER FOR A MICROELECTRONIC PACKAGE AND METHOD THEREFOR

127.	6,489,674	METHOD FOR CREATING A DIE SHRINK INSENSITIVE SEMICONDUCTOR PACKAGE AND COMPONENT THEREFOR

128.	6,492,201	FORMING MICROELECTRONIC COMPONENTS BY ELECTROPHORETIC DEPOSITION

Page 19 of 27

Tessera Confidential

FOREIGN PATENTS

	PATENT NO.	TITLE

1.	EP0551382 (Euro)	SEMICONDUCTOR CHIP ASSEMBLIES AND METHODS OF MAKING SAME AND COMPONENTS FOR SAME

2.	121621 (Korea)	SEMICONDUCTOR CHIP ASSEMBLIES AND METHODS OF MAKING SAME AND COMPONENTS FOR SAME

3.	209457 (Korea)	SEMICONDUCTOR CONNECTION COMPONENTS AND METHODS WITH RELEASABLE LEAD SUPPORT

4.	0322289 (Korea)	METHOD OF FORMING INTERFACE BETWEEN DIE AND CHIP CARRIER

5.	0334990 (Korea)	MICROELECTRONIC BONDING WITH LEAD MOTION

6.	2924923 (Japan)	SEMICONDUCTOR CHIP ASSEMBLIES AND METHODS OF MAKING SAME AND COMPONENTS FOR SAME

7.	3151219 (Japan)	SEMICONDUCTOR CONNECTION COMPONENTS AND METHODS WITH RELEASABLE LEAD SUPPORT

8.	2,091,438 (Canada)	SEMICONDUCTOR CHIP ASSEMBLIES AND METHODS OF MAKING SAME AND COMPONENTS FOR SAME

9.	NI-142874 (TAIWAN)	ENCAPSULATION OF MICROELECTRONIC ASSEMBLIES

Page 20 of 27

Tessera Confidential

U.S. PATENT APPLICATIONS

	SERIAL NO.	TITLE

1.	09/306,623	COMPLIANT INTEGRATED CIRCUIT PACKAGE

2.	09/390,723	SEMICONDUCTOR CHIP PACKAGE WITH DUAL LAYER TERMINAL AND LEAD STRUCTURE

3.	09/517,852	METHODS OF MAKING MICROELECTRONIC ASSEMBLIES INCLUDING COMPLIANT INTERFACES

4.	09/534,939	CONNECTION COMPONENTS WITH FRANGIBLE LEADS AND BUS

5.	09/628,049	PACKAGED MICROELECTRONIC ELEMENTS WITH ENHANCED THERMAL CONDUCTION

6.	09/636,664	UNIVERSAL UNIT STRIP/CARRIER FRAME ASSEMBLY AND METHODS

7.	09/650,834	SPACER PLATE SOLDER BALL PLACEMENT FIXTURE AND METHODS THEREFOR

8.	09/656,690	FACE-UP SEMICONDUCTOR CHIP ASSEMBLIES

9.	09/672,208	A METHOD FOR MAKING A SEMICONDUCTOR CHIP PACKAGE

10.	09/713,527	METHOD OF ASSEMBLING A SEMICONDUCTOR CHIP PACKAGE

11.	09/718,945	ENCAPSULATION OF MICROELECTRONIC ASSEMBLIES

12.	09/766,814	MICROELECTRONIC PACKAGES HAVING DEFORMED BONDED AND METHODS THEREFOR

13.	09/771,412	MICROELECTRONIC COMPONENT WITH RIGID INTERPOSER

14.	09/776,356	STACKED MICROELECTRONIC ASSEMBLY AND METHOD THEREFOR

15.	09/827,840	MICROELECTRONIC ASSEMBLY HAVING ENCAPSULATED WIRE BONDING LEADS

16.	09/858,770	MICROELECTRONIC PACKAGING METHODS AND COMPONENTS

17.	09/865,686	METHODS OF MAKING BONDABLE CONTACTS AND A TOOL FOR MAKING SUCH CONTACTS

18.	09/875,383	ENCAPSULATION OF MICROELECTRONIC ASSEMBLIES

19.	09/885,684	TRANSFERABLE RESILIENT ELEMENT FOR PACKAGING OF A SEMICONDUCTOR CHIP AND METHOD THEREFOR

Page 21 of 27

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20.	09/942,386	COMPONENTS WITH CONDUCTIVE SOLDER MASK LAYERS

21.	09/968,199	LOW COST AND COMPLIANT MICROELECTRONIC PACKAGES FOR HIGH I/O AND FINE PITCH

22.	10/044,121	STACKED MICROELECTRONIC ASSEMBLIES AND METHODS OF MAKING SAME

23.	10/077,145	OFF-CENTER SOLDER BALL ATTACH ASSEMBLY

24.	10/077,388	ASSEMBLIES HAVING STACKED SEMICONDUCTOR CHIPS AND METHODS OF MAKING SAME

25.	10/095,561	METHOD OF MANUFACTURING A PLURALITY OF SEMICONDUCTOR PACKAGES AND THE RESULTING SEMICONDUCTOR PACKAGE

26.	10/097,032	METHODS FOR PROVIDING VOID-FREE LAYERS FOR SEMICONDUCTOR ASSEMBLIES

27.	10/123,547	METHODS OF MAKING MICROELECTRONIC ASSEMBLIES INCLUDING COMPLIANT INTERFACES

28.	10/162,822	COMPLIANT INTEGRATED CIRCUIT PACKAGE

29.	10/162,957	CONNECTION COMPONENTS WITH FRANGIBLE LEADS AND BUS

30.	10/164,116	SEMICONDUCTOR CHIP ASSEMBLIES, METHODS OF MAKING SAME AND COMPONENTS FOR SAME

31.	10/200,815	GRADED METALLIC LEADS CONNECTION TO MICROELECTRONIC ELEMENTS

32.	10/210,160	HIGH-FREQUENCY CHIP PACKAGES

33.	10/210,811	METHOD OF FABRICATING SEMICONDUCTOR CHIP ASSEMBLIES

34.	10/229,593	METHODS FOR PROVIDING VOID-FREE LAYERS FOR SEMICONDUCTOR ASSEMBLIES

35.	10/235,102	MICROELECTRONIC ASSEMBLY FORMATION WITH RELEASABLE LEADS

36.	10/254,926	FORMING MICROELECTRONIC CONNECTION COMPONENTS BY ELECTROPHORETIC DEPOSITION

37.	10/255,297	METHODS OF MAKING MICROELECTRONIC ASSEMBLIES INCLUDING COMPLIANT LAYERS

38.	10/267,450	STACKED PACKAGES

39.	10/281,550	METHODS OF MAKING MICROELECTRONIC ASSEMBLIES

Page 22 of 27

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		INCLUDING FOLDED SUBSTRATES

40.	10/301,188	MICROELECTRONIC COMPONENT AND ASSEMBLY HAVING LEADS WITH OFFSET PORTIONS

Page 23 of 27

Tessera Confidential

FOREIGN PATENT APPLICATIONS

	SERIAL NO.	Title

1.	94924580.7 (Euro)	METHOD OF FORMING INTERFACE BETWEEN DIE AND CHIP CARRIER

2.	95932549.9 (Euro)	MICROELECTRONIC BONDING WITH LEAD MOTION

3.	95933164.6 (Euro)	COMPLIANT INTERFACE FOR A SEMICONDUCTOR CHIP

4.	1200301.8 (Euro)	SEMICONDUCTOR CHIP ASSEMBLIES

5.	7-505301 (Japan)	SEMICONDUCTOR INNER LEAD BONDER TOOL

6.	7-505309 (Japan)	SHAPED LEAD STRUCTURE AND METHOD

7.	7-509750 (Japan)	METHOD OF FORMING INTERFACE BETWEEN DIE AND CHIP CARRIER

8.	8-511028 (Japan)	MICROELECTRONIC BONDING WITH LEAD MOTION

9.	8-511045 (Japan)	COMPLIANT INTERFACE FOR A SEMICONDUCTOR CHIP

10.	8-533523 (Japan)	FABRICATION OF LEADS ON SEMICONDUCTOR CONNECTION COMPONENTS

11.	546394/2000 (Japan)	ENCAPSULATION OF MICROELECTRONIC ASSEMBLIES

12.	97-701682 (Korea)	COMPLIANT INTERFACE FOR A SEMICONDUCTOR CHIP

13.	10-2000 ###-###-#### (Korea)	ENCAPSULATION OF MICROELECTRONIC ASSEMBLIES

Page 24 of 27

Tessera Confidential

Attachment B

Reporting Period: From through

ROYALTY REPORT UNDER TESSERA TCC LICENSE AGREEMENT

PARTY
ASSEMBLING
TCC LICENSED
PRODUCT
(Licensee or
Subcontractor)

PART
NUMBER

DESCRIPTION
OF PART TYPE

NUMBER OF
TCC
LICENSED
PRODUCTS

NUMBER OF
BILLABLE
PINS

ROYALTY
RATE

ROYALTY
(US$)

TOTAL ROYALTY REMITTED: US$

PURCHASES OF TCC LICENSED PRODUCTS FROM OTHERS

SUPPLIER OF TCC LICENSED PRODUCT	TYPE OF TCC LICENSED PRODUCT	TYPE OF IC DEVICE	NUMBER OF TCC LICENSED PRODUCTS	NUMBER OF BILLABLE PINS PER TCC LICENSED PRODUCT

Page 25 of 27

Tessera Confidential

Attachment C

Minimum IC Package Requirements

for Use of the Tessera Marks

TEST NO.	TEST ITEM	TEST CONDITION	REFERENCE STANDARDS	DEMONSTRATED RELIABILITY (UNITS FAILED/ TOTAL UNITS)
1	Moisture/Pre- conditioning Test	Moisture Soak: 30°/60% RH, 192 Hours Reflow 3 times: Convection, >10 seconds at 210-220°C, Flux clean in aqueous solution	JEDEC JESD22-A113 LEVEL 3	Sample = 45 pcs. LTPD = 5% (0/45)
2*	Pressure Cooker Test	Ta = 121°C, 100 RH, 2 atm., No Bias	JEDEC JESD22-A102B	168 hours^2,3 (0/45)
3*	High Temp. Storage Test	Ta = 150°C, No Bias	JEDEC JESD22-A103A	1000 hours² (0/45)
4*	On FR-4 Board Temperature Cycling Test	Ta = -40°C (15 minutes) to 125°C (15 minutes), Gas Phase	Tessera Thermal Cycle Test	750 cycles² (0/45)

NOTES:

* Needs Preconditioning (Test No. 1)

¹ Electrical opens test (at 100° C) and visual inspection

² Discoloration of solder mask due to temperature exposure allowed

³ Leakage due to tin migration on polyimide allowed

RH = Relative Humidity

LTPD = Lot Tolerance Percent Defective

Page 26 0f 27

Tessera Confidential

Attachment D

Reporting Period: From 1st day of April 1998 through December 31, 2002

TCC LICENSED PRODUCTS MANUFACTURED BY OR FOR LICENSEE

DATE(S) OF MANUFACTURE	PARTY ASSEMBLING TCC LICENSED PRODUCT (Licensee or Subcontractor)	NUMBER OF TCC LICENSED PRODUCTS	NUMBER OF BILLABLE PINS	ROYALTY RATE	ROYALTY (US$)
4/1/98 - 3/31/99	PI
4/1/99 - 3/31/00	PI
4/1/00 - 3/31/01	PI
4/1/01 - 3/31/02	BT

4/1/02 - 12/31/02	PI
	BT

	PI

	Epoxy

Page 27 of 27