Samsung will pay Netlist $239m upfront and up to $32.9m a quarter until 2031, and has agreed to supply evidence for Netlist's future ITC cases against other companies
The money is in the 8-K, not the press release.
Netlist told the market on Wednesday morning that it has signed a five-year patent cross licence with Samsung Electronics, along with a settlement, a supply agreement and a cooperation agreement. The press release calls the package a strategic alliance and puts no figure on it. The filing lodged at 06:04 Eastern does. Samsung will pay an upfront licence fee of $239m, which comes to about $200m after Korean withholding tax, and quarterly fees of up to $32.9m for each of the twenty quarters from 31 July 2026 through the second quarter of 2031.
At the stated maximum, that is $897m gross over five years, or about $750m net of the withholding. Treat both as ceilings. Each quarterly payment is calculated off a revenue formula set out in the agreement, and the filing says the amounts may be subject to adjustments and to refund rights held by Samsung.
The supply line runs the other way
Netlist is buying as well as licensing.
Under a separate supply agreement with Samsung Semiconductor, Netlist has the right to purchase up to $300m of DRAM and NAND products a year, to an aggregate of up to $1.5bn across the five-year term. Samsung Semiconductor is also taking equity. It has agreed to purchase 10 million Netlist shares for an aggregate cash price of $1 million, in a sale not registered under the Securities Act and made in reliance on Section 4(a)(2), with closing due on or before 11 August. Twenty percent of those shares come free of transfer restrictions on each of the first four anniversaries, and the rest on the fifth.
Netlist trades on the OTCQB.
The clause aimed at everybody else
The fourth agreement is the one that reaches outside the two companies.
Netlist and Samsung also signed an ITC Cooperation Agreement running five years, under which Samsung agreed to produce or provide certain information, documents or declarations for Netlist to use in future actions at the International Trade Commission against third parties. The filing describes it as entered into in connection with the settlement.
This site reported on 18 July that the Commission had instituted Investigation No. 337-TA-1511 on a Netlist complaint seeking to bar imports of DDR5 generation memory modules and high bandwidth memory, and that the respondents named alongside Samsung were Google, Nvidia, Broadcom and Super Micro Computer. The settlement agreement filed on Wednesday resolves the proceedings between Netlist and Samsung that it identifies, and it does not name them. Neither document says what becomes of that investigation.
C.K. Hong, Netlist's chief executive, said in the release that the agreements "reflect the companies' shared commitment to innovation in the AI-memory space." The company scheduled a call for 8:30 a.m. Eastern.
