8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

December 9, 2009

Rambus Inc.

(Exact name of registrant as specified in its charter)

Delaware	000-22339	94-3112828
(State or other jurisdiction of	(Commission File Number)	(I. R. S. Employer
incorporation)		Identification No.)

4440 El Camino Real, Los Altos, California 94022
(Address of principal executive offices, including ZIP code)

(650) 947-5000
(Registrant’s telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 — Other Events.

     On December 9, 2009, Rambus Inc. (“the Company”) issued a press release announcing that the European Commission (the “Commission”) has accepted commitments proposed by the Company to resolve the matter that had been pending with the Commission.

     The information in this current report on Form 8-K and the exhibits attached hereto 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.

     99.1       Press release dated December 9, 2009.

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: December 9, 2009	Rambus Inc.
	/s/ Satish Rishi Satish Rishi, Senior Vice President, Finance and Chief Financial Officer

Exhibit Index

Exhibit
Number	Exhibit Title
99.1	Press release dated December 9, 2009.

EX-99.1

Exhibit 99.1

 

NEWS RELEASE

EUROPEAN COMMISSION ACCEPTS RAMBUS COMMITMENTS IN FINAL SETTLEMENT

LOS ALTOS, Calif. – December 9, 2009 – Rambus Inc. (NASDAQ:RMBS), one of the world’s premier technology licensing companies specializing in high-speed memory architectures, today announced that the European Commission (the “Commission”) has accepted commitments proposed by Rambus to resolve the matter that had been pending with the Commission. This decision by the Commission brings the matter to a close. As part of the settlement, the Commission makes no finding of liability, and no fine will be assessed against Rambus. Rambus, for its part, commits to offer licenses with maximum royalty rates for certain memory types and memory controllers on a forward-going basis.

“We are pleased to have this matter closed with the Commission. Following a long and detailed examination of the facts, the Commission did not find that Rambus violated the law, nor did it impose any fine,” said Thomas Lavelle, senior vice president and general counsel at Rambus. “For our part, we agree to offer licenses at attractive rates for customers to use our patented innovations in computing and electronics products for consumers worldwide.”

Rambus offers licenses with maximum royalty rates for five-year worldwide licenses of 1.5% for DDR2, DDR3, GDDR3 and GDDR4 SDRAM memory types. Qualified Licensees will enjoy a royalty holiday for SDR and DDR DRAM devices, subject to compliance with the terms of the license. In addition, Rambus offers licenses with maximum royalty rates for five-year worldwide licenses of 1.5% per unit for SDR memory controllers through April 2010, dropping to 1.0% thereafter, and royalty rates of 2.65% per unit for DDR, DDR2, DDR3, GDDR3 and GDDR4 memory controllers through April 2010, then dropping to 2.0%. Rambus will offer these licensing rates for the next five years. The royalty rates are applicable to future shipments only, and do not resolve any existing claims in other cases.

The European Commission originally brought charges against Rambus in August 2007 alleging violation of European Union competition law. The Commission’s investigation followed complaints set forth by certain DRAM manufacturers originating with Rambus’ 1992-1995 participation in an industry standard-setting organization, the Joint Electron Device Engineering Council (“JEDEC”). Similar charges had been pursued by the Federal Trade Commission (FTC) in the United States. The FTC has closed its investigation following a series of U.S. Court rulings underlining that the allegations of Rambus’ wrongdoing were ill-founded. On June 12, 2009, the European Commission announced its intention to accept Rambus’ proposed commitments, subject to market testing as prescribed by EU law. Following the market testing, certain terms of the Commitment were amended by Rambus resulting in this matter coming to a close.

About Rambus Inc.

Rambus is one of the world’s premier technology licensing companies specializing in the invention and design of high-speed memory architectures. Since its founding in 1990, the Company’s patented innovations, breakthrough technologies and renowned integration expertise have helped industry-leading chip and system companies bring superior products to market. Rambus’ technology and products solve customers’ most complex chip and system-level interface challenges enabling unprecedented performance in computing, communications and consumer electronics applications. Rambus licenses both its world-class patent portfolio as well as its family of leadership and industry-standard interface products. Headquartered in Los Altos, California, Rambus has regional offices in North Carolina, India, Germany, Japan and Taiwan. Additional information is available at www.rambus.com.

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RMBSLN

Press Contact:
Linda Ashmore
Rambus Public Relations
(650) 947-5411
lashmore@rambus.com