Netlist and Samsung have signed a five-year set of agreements covering patent cross-licensing, DRAM and NAND supply, technology cooperation, and the settlement of all pending litigation between the companies.
The deal gives Samsung a worldwide license to specified Netlist patents, including technology related to server DIMMs and High Bandwidth Memory. The license is royalty-bearing for Samsung, while Netlist receives a royalty-free license to specified Samsung patents. Samsung will pay Netlist an upfront patent license fee of $239 million, or approximately $200 million after Korean withholding taxes, followed by quarterly license payments of up to $32.9 million gross through the second quarter of 2031. The recurring payments are based on a revenue formula and remain subject to contractual adjustments and refund rights.
Netlist said the arrangement could generate up to $750 million in net license fees over its five-year term. The agreement replaces years of patent disputes across U.S. district court, International Trade Commission, and Patent Trial and Appeal Board proceedings. Those disputes included a $303 million jury award in favor of Netlist against Samsung in 2023, although prior litigation outcomes had remained subject to appeal and patent-validity proceedings.
A separate supply agreement allows Netlist to purchase up to $300 million annually in DRAM and NAND products from Samsung Semiconductor, with aggregate purchasing capacity of up to $1.5 billion over five years. The agreement gives Netlist a defined source of memory components that can be used in its own specialized products or supplied to customers through its existing sales channels. The supply limit represents a maximum purchasing capacity, not a minimum purchase commitment.
Samsung Semiconductor also agreed to buy 10 million shares of Netlist common stock for $1 million in a private transaction. The shares will be subject to a five-year transfer restriction, with 20% released on each of the first four anniversaries and the balance released in the fifth year.
The companies also signed a five-year ITC cooperation agreement under which Samsung will provide specified information, documents, or declarations for Netlist’s future ITC actions involving third parties. Netlist’s dispute resolution with Samsung therefore does not end its broader IP enforcement activity.
While technical development deliverables were not disclosed, Netlist has identified hybrid CXL memory and low-power MRDIMM designs as possible collaboration areas. Those technologies address two emerging infrastructure concerns: expanding memory capacity at a lower cost than DRAM-only configurations, and reducing power consumption in next-generation high-density memory modules.
Primary terms are disclosed in Netlist’s Form 8K filing.
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