UDI Promoters
Confidential
CONFIDENTIAL
TREATMENT REQUESTED
UNIFIED DISPLAY
INTERFACE
SPECIFICATION PROMOTERS
AGREEMENT
This UDI
Specification Promoters Agreement (“Agreement”) is
entered as of April 26, 2005 (“Effective Date”) by
and among Intel Corporation, Silicon Image, Inc., and National
Semiconductor Corporation, (collectively referred to herein as the
“Promoters”). The parties hereto hereby agree as
follows.
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A.
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The
Promoters wish to develop a specification to define and promote the
wide industry adoption of a new display interconnect specification
for use in PC’s, digital monitors (e.g. LCD displays) and
embedded notebook displays, which provides interoperability with
HDMI TV Displays.
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B.
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The
Promoters wish to encourage broad industry adoption of the
specification and wish to make available licenses for it on
reasonable and non-discriminatory terms.
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1.1
“Adopter” means any entity that has executed a copy of
the Adopters Agreement in the form attached hereto as Attachment A
(“Adopters Agreement”) and delivered it to the
Secretary.
1.2
“Adoption Meeting” shall mean a meeting of Promoters at
which the Final Specification shall be voted upon and approved by a
Passing Vote of the Promoters.
1.3
“Affiliate” means any entity now or hereafter that is
directly or indirectly controlled by, under common control with or
that controls the subject party. For purposes of this definition
control means direct or indirect ownership of or the right to
exercise (a) more than fifty percent (50%) of the outstanding
shares or securities entitled to vote for the election of directors
or similar managing authority of the subject entity; or
(b) more than fifty percent (50%) of the ownership interest
representing the right to make the decisions for the subject
entity; provided, however, that in each case such entity shall be
deemed to be an Affiliate only so long as such ownership or control
exists and is more than fifty percent (50%).
1.4
“Compliant Portion” means those portions of a product
(hardware, software or combinations thereof) that implement and are
compliant with the Final Specification (as applicable to such
portions); provided, and only to the extent that, such portions are
within the bounds of the Scope.
1.5
“Confidential Information” means solely the Draft
Specification(s). Notwithstanding the foregoing, Confidential
Information shall not include any information that is
(a) rightfully in the public domain other than by a breach of
a duty to the disclosing party; (b) rightfully received from a
third party without any obligation of confidentiality;
(c) rightfully known to the receiving party without any
limitation on use or disclosure prior to its receipt from the
disclosing party; (d) independently developed by employees of
the receiving party without reference or access to any Confidential
Information; or (e) generally made available to third parties
by the disclosing party without restriction on disclosure. For
purposes of this section, a Promoter that transmits Confidential
Information to any of the other Promoters shall be considered a
“disclosing party” and any Promoter that receives
Confidential Information from a disclosing party shall be
considered a “receiving party.”
1.6
“Contributor” means a party that has, subject to the
terms set forth in this Agreement, entered into a Contribution
Agreement in the form attached hereto as Attachment B
(“Contribution Agreement”) .
1.7
“Submission” means a submission by a Promoter proposing
an addition to or modification of an existing Draft Specification
or a new specification or portion thereof , or a submission
proposing changes or modifications to any reference design or
ancillary documents required by the Final Specification, provided
that the submission is either (i) submitted in writing
(electronically or otherwise) with language identifying it as a
submission of that party, or (ii) stated orally, memorialized
with specificity in the written minutes of a meeting, and
attributed in the meeting minutes to the submitting Promoter,
provided that the minutes are promptly provided to the individual
representing the submitting Promoter, unless the submitting
Promoter withdraws its submission in writing as soon as practicable
and in any event, no later than thirty(30) days of receipt of such
written minutes. A Promoter failing to provide such notice shall be
conclusively deemed to have made a Submission as memorialized in
the minutes.
1.8
“Draft Specification” means any written information
provided by a Promoter or Contributor to any other Promoter or the
Secretary for the purpose of creating, commenting on, revising,
updating, modifying, or adding to any document that is to be
considered for inclusion in the Final Specification by the
Promoters.
1.9
“DVI” means the Digital Visual Interface
specification.
1.10
“Final Specification” means the version and contents of
the Draft Specification as adopted by the Promoters in accordance
with the procedures in Section 6 and as updated from time to
time as set forth in Sections 6 and 8; provided that the Final
Specification shall not include (i) any implementation
examples unless such implementation examples are expressly
identified as being “licensed” under the patent license
in Section 7 herein, and (ii) any feature, specification,
protocol, interface, item or other element that is labeled or
otherwise identified as “not licensed”.
1.11
“Final Draft” means that version of the Draft
Specification that the Promoters have identified as ready for Final
review.
1.12
“HDMI” means the High Definition Multimedia Interface
specification.
1.13
“HDCP” means the High Bandwidth Digital Content
Protection specification.
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1.14
“Necessary Claims” for each party to this Agreement
means claims of a patent or patent application, to the extent
patents issue on such application, that
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(a)
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now
or at any future time during the term of this Agreement, are owned,
controlled or licensable by such party or any of its Affiliates
throughout the world; and
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(b)
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are
necessarily infringed by implementing those portions of the Final
Specification that are within the bounds of the Scope, provided
that a claim is necessarily infringed only when it is not possible
to avoid infringing such claim because there is no commercially
reasonable non-infringing alternative for implementing such
portions of the Final Specification within the bounds of the
Scope.
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Notwithstanding the foregoing
sentence, Necessary Claims do not include any claims
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(c)
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other than those set forth above
even if contained in the same patent or patent application as
Necessary Claims; or
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(d)
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that read solely on any
implementations of any portion of the Final Specification that are
not within the bounds of the Scope; or
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(e)
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that, if licensed, would require a
payment of royalties by the licensor to third parties who are not
Affiliates, unless the licensee agrees in writing to indemnify the
licensor against all royalty costs and expenses arising from such
license.
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1.15
“Scope” means those electrical signaling
characteristics, register models, electrical and mechanical
characteristics, interfaces (including, without limitation, the
TMDS interface and PIL), physical dimensions and characteristics,
application program interfaces, behavioral rules, TMDS algorithms,
signals, signal sets, video protocols, signaling and coding
protocols, bus protocols, and data structures disclosed with
particularity in the Final Specification where the primary purpose
of such disclosure is to enable products to interoperate,
interconnect, and communicate, as defined within the Final
Specification. “Scope” also means those portions of the
implementation examples related to the TMDS interface indicated as
being “licensed” in the Final Specification, including,
without limitation,
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(a)
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the
development of a video application or device used within the
source, sink, switching device, or video processing device (i.e., a
silicon IHV would be able to develop a TCON using UDI);
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(b)
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a
wide range of display implementations;
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(c)
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UDI
to HDMI interoperability; and
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(d)
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the
visual interface to CE devices. Audio will not be included in the
1.0 version of the Specification, but audio is not precluded from a
post-1.0 revision of the Specification.
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Notwithstanding
the foregoing, the Scope shall not include
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(a)
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any
technology that is (i) not actually contained within a product
or portion thereof that complies with the Final Specification even
if such technology is useful or necessary to develop, design,
debug, manufacture, sell or use such product or portion thereof,
(ii) any implementation examples unless such implementation
examples are expressly identified in the Final Specification as
being “licensed” under the patent license in
Section 7, or
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(b)
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technologies not disclosed with
particularity in the Final Specification (examples of such
technologies include without limitation semiconductor manufacturing
technology, compiler technology, power reduction technology,
content protection technologies, including without limitation,
HDCP, HDMI, DVI (but shall include those Necessary Claims
that are common to both UDI and DVI), object oriented technology,
basic operating system technology); non-interface portions of the
transmitter or receiver that are not defined with particularity as
licensed implementation examples in the Final Specification, or
other published specifications developed elsewhere but referred to
in the body of the Final Specification, even if required for
compliance with the Final Specification; or
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(c)
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any
portion of any product or any combination of products (or portions
of products) the purpose or function of which is not required for
compliance with, or specified as a compliant implementation in, the
Final Specification,
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1.16
“PIL” means panel interface logic that is used to
condition data for presentation to a display device.
1.17
“Passing Vote” means that vote of Promoters needed to
pass a measure put to vote. It shall be a unanimous vote if the
number of Promoters, during the time a matter is put to vote,
numbers two (2) or three (3). It shall be any vote that
results in no more than one dissenting voter, if the number of
Promoters, during the time a matter is put to vote, numbers more
than three (3).
1.18
“Secretary” means the party that is elected by Passing
Vote to undertake certain ministerial duties, all as set forth in
Section 4.
1.19
“TMDS” means Transition Minimized Differential
Signaling, a protocol and encoding algorithm owned by Silicon Image
used in the PC and Consumer Electronics segments.
1.20
“Trademarks” shall have the meaning assigned in
Section 11.1.
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2.
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Compliance
With Antitrust Laws
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The Promoters are
committed to fostering competition in the development of products
and/or services based on the activities undertaken pursuant to this
Agreement. The Promoters understand that in certain lines of
business they are or may be direct competitors and that it is
imperative that they and their representatives act in a manner that
does not violate any applicable antitrust law or regulation.
Without limiting the foregoing, the Promoters acknowledge that as
part of their activities under this Agreement they will not
undertake to enter into any agreement or hold discussions or make
communications directed at entering into any agreement regarding
costs, product prices, quantity or quality of production levels,
methods or channels of distribution, division of markets,
allocation of customers exclusion of competitors or any other topic
that would be a violation of the applicable antitrust laws and
regulations. Accordingly, each Promoter is responsible for
counseling its representatives who participate in any activities
under this Agreement on the importance of limiting the scope of
their communications to the topics that relate to the legal
purposes of this Agreement, whether or not such communications take
place during formal meetings, informal gatherings, or
otherwise.
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3.
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Specification
Development
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3.1 The
Promoters agree that the purpose of entering into this Agreement is
to establish a Final Specification for a Unified Display Interface
that can be adopted generally by Adopters in order to enhance the
demand for products that comply with the Final Specification.
Notwithstanding the foregoing, each Promoter shall be free to use
any efforts or no efforts in the course of working to develop
materials related to the Draft Specification or the Final
Specification.
3.2 Each
Promoter agrees that if such Promoter makes any contribution to an
externally licensed specification in the display interface segment,
that includes necessary patent claims offered under license by
Promoter as part of such external specification licensing effort,
then Promoter agrees it shall offer Promoters, Contributors and
Adopters of the Final Specification licensing terms that are no
more restrictive, and royalty rates (if any) that are no higher for
those necessary patent claims which are also Necessary
Claims.
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4.
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The
Secretary and its Duties
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4.1
Selection of the Secretary . The Promoters shall elect a
Promoter by Passing Vote as the secretary for the carrying out the
responsibilities set forth in this Agreement with respect to the
development and administration of the Draft Specification, Interim
Specification and the Final Specification.
4.2 Editing
and Record Keeping Duties . The Secretary shall be responsible
for coordinating the drafting and modification of Draft
Specifications, the documentation of the Final Specification,
keeping a list of all Adopters and Contributors, keeping copies of
all Adopters Agreements and Contribution Agreements, and preparing
and distributing for review the Interim Specification. The
Secretary shall make such lists and agreements available to the
Promoters at any time upon request. The Secretary shall keep the
minutes of the Promoter meetings and the Adoption Meeting(s). The
Secretary shall be responsible for distributing to the Promoters
the notice of Adoption Meeting(s).
4.3
Replacement of Secretary . Should the Secretary desire to
cease acting as the Secretary, or wishes to withdraw from this
Agreement, it shall so notify all the Promoters immediately. The
Promoters shall elect by Passing Vote another Promoter as the new
Secretary within fifteen (15) days of the transmission of such
notice. The Promoters may also replace the Secretary at any time by
a Passing Vote for such replacement. The outgoing Secretary shall
provide the new Secretary with its files of Adopters and their
agreements with the Promoters.
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5.
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INTERIM
SPECIFICATION REVIEW AND WITHDRAWAL
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(a)
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Interim Specifications
. At such time as
development of the Draft Specification reaches a point where the
Promoters have a working draft reflecting a Revision 0.8 readiness
(“Interim Specification”), and subject to a reasonable
determination by the Secretary that the Minimum Requirements are
reflected in the Interim Specification, the Secretary will call a
vote of Promoters and upon Passing Vote, the Secretary shall
prepare and distribute to all Promoters the Interim Specification
for review.
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(b)
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Review . For a period of thirty
(30) days from the date that the Secretary sends the Interim
Specification to the Promoters, the Promoters, on behalf of
themselves and their
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Affiliates, may review the Interim
Specification for any Necessary Claims that may be implicated by
the Interim Specification and for confirmation that the Interim
Specification reflects the Minimum Requirements. While there is no
requirement for a Promoter to review its patent portfolio for
Necessary Claims, Promoters are put on notice that unless they
withdraw from the Promoters in accordance with the provisions of
this Section 5, below, before the end of this thirty
(30) day period, the Promoter is committing to the licensing
provisions of Section 7 below with regard to Necessary Claims
implicated by the Interim Specification, if and when those
Necessary Claims implicated by the Interim Specification are
adopted in the Final Specification by the Promoters.
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(c)
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Withdrawal . Without limiting a Promoters
absolute right to withdraw pursuant to Section 15, a Promoter
may withdraw from the Promoters pursuant to this subsection without
granting a license to its Necessary Claims, if that Promoter
determines during the thirty (30) day Interim Review Period, that
( i) the Interim Specification does not reflect the Minimum
Requirements, or (ii) the Interim Specification implicates
Necessary Claims which that Promoter is unwilling to license to the
other Promoters pursuant to Section 7, below. A Promoter
wishing to exercise the right to withdraw under this provision must
deliver notice of withdrawal not later than the end of the review
period referenced in Section 5 (b), above. Said notice of
withdrawal pursuant to this provision shall include written
identification of any Necessary Claims of the withdrawing Promoter
that that withdrawing Promoter does not wish to license
hereunder.
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(d)
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New Promoters.
If, during the review
period stated in Section 5(b), above, the existing Promoters
invite a prospective Promoter to join this effort and the
prospective Promoter seeks to join, then subject to the execution
of such nondisclosure agreements as the Promoters may determine
necessary, such prospective Promoter shall be permitted not less
than thirty (30) days to review the Interim Specification for
any and all Necessary Claims and to agree in separate affirmative
writing to be committed to the licensing provisions of
Section 7 below, as to such Interim Specification if it is
adopted by the Promoters. Failure to provide such written
affirmation shall result in the existing Promoters’
withdrawal of the invitation to the prospective
Promoter.
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6.
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FINAL
SPECIFICATION NOTICE, REVIEW AND PROMOTER WITHDRAWAL
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(a)
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Notice. When, by a Passing Vote, the
Promoters agree that a particular version of the Draft
Specification is suitable for consideration for adoption as the
Final Specification, the Promoters shall so notify the Secretary
and the Secretary shall provide the Promoters with not less than
thirty (30) days’ prior notice of the Adoption Meeting
whereby the Promoters will vote upon adoption of a new or revised
Final Specification. Such notice shall include a complete draft of
the Final Draft as approved by the Secretary and state the
effective date when the Final Draft shall become the Final
Specification, and all Necessary Claims therein, shall be subject
to the licensing provisions of Section 7 below.
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(b)
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Review. Upon receipt of the notice and
Specification, the Promoter, on behalf of itself and its
Affiliates, may review the same for any Necessary Claims that may
be implicated by the Specification. While there is no requirement
for a Promoter to review its patent portfolio for Necessary Claims,
Promoters are put on notice that unless they withdraw from the
Promoters organization in accordance with the provisions of this
Section 6 and
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Section 15, before the end of
the period referenced in Section 6.1 (c), below, the Promoter
is committing to the licensing provisions of
Sections 7.
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(c)
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Withdrawal. Without limiting a Promoter’s
absolute right to withdraw pursuant to Section 15, a Promoter
may withdraw from the Promoters pursuant to this subsection, if
that Promoter determines that the Specification implicates
Necessary Claims which that Promoter is unwilling to license to the
other Promoters pursuant to Section 7, below; provided
however, that the Promoter has not already committed to license
such Necessary Claims pursuant to Section 7. A Promoter
wishing to exercise the right to withdraw under this provision,
must deliver notice of withdrawal not later than fifteen
(15) calendar days prior to the effective date of the
Specification stated in the notice provided pursuant to
Section 6.1 (a), above. Said notice of withdrawal pursuant to
this provision shall include written identification of any
Necessary Claims of the withdrawing Promoter that that withdrawing
Promoter does not wish to license hereunder.
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(d)
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New Promoters.
If, during the review
period stated in Section 6.1 (b), above, the existing
Promoters invite a prospective Promoter to join this effort and the
prospective Promoter seeks to join, then subject to the execution
of such nondisclosure agreements as the Promoters may determine
necessary, such prospective Promoter shall be permitted not less
than thirty (30) days to review the Final Specification then
for any and all Necessary Claims and to agree in separate
affirmative writing to be committed to the licensing provisions of
Section 7 below, as to such Final Specification if it is
adopted by the Promoters. Failure to provide such written
affirmation shall result in the existing Promoters’
withdrawal of the invitation to the prospective
Promoter.
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6.2 Changes
to Final Draft . After the Secretary sends the Final Draft and
Adoption Meeting notice, but prior to adoption of the Final Draft,
and subject to the agreement of a Passing Vote of Promoters and
notice to the Secretary, the Promoters may modify, remove from or
add to the contents of the Final Draft. Upon any such change to the
Final Draft, the Secretary shall follow the procedures set forth in
Section 6 with regards to the revised Final Draft, i.e., the
Secretary shall send out the revised Final Draft and Adoption
Meeting notice and shall reschedule the Adoption Meeting
accordingly. Similarly, if a Promoter withdraws under
Sections 6 and 15 during the period after the Secretary sends
out the Final Draft and Adoption Meeting notice, but prior to the
Adoption Meeting, the Secretary
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