Good day, and welcome to the Netlist conference call. All participants will be in listen-only mode. Should you need assistance, please signal a conference specialist by pressing the star key followed by zero. After today's presentation, there will be an opportunity to ask questions. To ask a question, you may press star, then one on a touch-tone phone. To withdraw your question, please press star and then two. Please note this event is being recorded. I would now like to turn the conference over to Mike Smargiassi, investor relations. Please go ahead.
Thank you, Dave, and good day, everyone. Welcome to Netlist's conference call to discuss the strategic alliance with Samsung. On today's call will be Chuck Hong, Chief Executive Officer of Netlist, Gail Sasaki, Chief Financial Officer, and Rich Kim, Vice President of IP Strategy. As a reminder, you can access the press release and a replay of today's call on the investor section of the netlist.com website. Before we start the call, I would note that today's presentation of Netlist's news and the answers to questions may include forward-looking statements, which are based on current expectations. The actual results could differ materially from those projected in the forward-looking statements because of the number of risks and uncertainties that are expressed in the call, annual and current SEC filings, and the cautionary statements contained in today's press release. Netlist assumes no obligation to update forward-looking statements.
I will now turn the call over to Chuck.
Thanks, Mike. Hello, everyone. We're speaking with you from Seoul, Korea, where it's late Wednesday evening. Earlier today in the U.S., we announced a landmark five-year strategic alliance with Samsung for advanced memory technology. Agreements that represent the major milestone for Netlist and one of the most significant patent license arrangements in the memory industry. The agreements include a patent portfolio, cross-license, memory product supply, technology cooperation, and Samsung becoming a shareholder of Netlist. This renewed partnership with Samsung, the preeminent leader in memory, represents a vital first step forward for Netlist. It validates the strength and importance of our intellectual property, including patented server DIMM and high-bandwidth memory technologies that are foundational to AI computing. It also recognizes the value of Netlist, what the value that Netlist brings as an operating company through our products and long-standing innovation in advanced memory.
I'll now turn the call over to Gail and Rich for the details of the agreements signed by the companies. Gail?
Thanks, Chuck. Under the cross-licensing agreement, Netlist will receive an upfront license fee of $200 million after withholding of Korean taxes, or $239 million gross. In addition, Netlist will receive 20 recurring quarterly license fees of up to $27.5 million, also net of tax, or $32.9 million gross, calculated in accordance with a revenue-based formula. Over the five-year term, this represents aggregate net license fees of up to $750 million or gross licensed revenues of up to $897 million. Under the supply agreement, Samsung will supply Netlist with up to $300 million of memory products annually and up to $1.5 billion over the five-year term. This supply includes DRAM and NAND raw materials used to build Netlist proprietary solutions, as well as standard memory and storage products from Samsung for resale to our customer base.
We believe this agreement provides critical sourcing assurance for our product business at a time of historically high demand and significantly constrained memory supply amid the build-out of AI infrastructure. In connection with the memory product supply agreement, Samsung will become a shareholder in Netlist through the purchase of 10 million shares of Netlist common stock, subject to standard lock-up provisions. We believe Samsung's investment further aligns the interests of the two companies and strengthens the foundation for our relationship in the years ahead. I will now turn the call over to Richard Kim, our Vice President of IP Strategy.
Thank you, Gail, and hello, everyone. As part of the overall deal, the parties have agreed to a settlement and release of pending legal proceedings between Netlist and Samsung. Netlist, however, will continue to defend its patents in connection with Federal Circuit appeals and IPR proceedings that involve or impact other parties in addition to Samsung. We have also entered into an ITC cooperation agreement under which Samsung will provide certain information and declarations that Netlist may use in future ITC actions against third parties. We believe the unauthorized use of Netlist's patented technologies remains widespread across the memory industry, and these agreements will allow Netlist to now focus its full attention on other infringing parties. Netlist remains committed to protecting our intellectual property, and preventing the unauthorized use of our IP will continue to be a strategic priority. I will now turn it back over to Chuck.
Okay. Thank you, Rich. Over the past several years, we have worked with discipline and focus to reach these important agreements. On an annual basis, this transaction ranks among the largest patent license arrangements in the memory industry. That scale reflects the significant value of Netlist's IP portfolio at a time when advanced memory is becoming increasingly central to AI computing and data center infrastructure. Today's announcement is an important milestone. It establishes a recurring high margin revenue stream and secures memory supply while advancing a broader strategy to leverage Netlist's product capabilities and IP leadership to position the company for sustainable long-term growth in AI computing. As part of these arrangements, the companies will jointly explore areas of technology collaboration on an ongoing basis. Samsung is a global leader in memory and also brings unparalleled resources and capacity in ASIC design and semiconductor foundry.
Netlist continues to invest heavily in R&D to develop unique memory architectures, including hybrid CXL and low power MRDIMMs. I believe this alliance creates meaningful opportunities for the two companies to leverage their respective strength in advanced memory and next generation computing. Finally, I want to thank our team for their dedication and our shareholders for their continued support and patience. We understand the importance of your investment and the trust that you have placed in Netlist and its vision. Today's announcement is a meaningful step forward, we remain focused on executing our strategy and building out sustainable long-term value. Thank you for your continued interest in Netlist. We look forward to updating you as we execute against these agreements and continue advancing our business plan. Operator, we're now ready for questions.
We will now begin the question and answer session. To ask a question, you may press star then one on your touchtone phone. If you're using a speakerphone, please pick up your handset before pressing the keys. If at any time your question has been addressed and you would like to withdraw your question, please press star and then two. Our first question comes from Suji Desilva with Roth Capital. Please go ahead.
Hi, Chuck, Gail, Richard. Congratulations on the deal, you and all the team on the validation.
Yeah.
hard working technology you guys have built.
Thanks, Suji.
Well, thank you, Suji.
Yep. You got it, guys. First of all, Chuck, maybe you can talk about the timing of Samsung setting up this deal with you guys. Maybe why now? Obviously, the memory industry is strong and you had the ITC cases, but any color there would be helpful just to understand the context.
I think it is helpful that the memory for AI is a hot topic. Supply is short, demand is at historical levels. I think that's part of it. But I think the biggest reason is the years of confirming the importance of our patents through the judicial system. We've gotten multiple rulings, verdicts confirming that, the dollar values through the district courts. The industry recognizes this is not the first time Samsung has licensed, Hynix is licensed. The industry has recognized that our IP is integral to building these products on which many of the players now are reaping historical profits from. I think it also speaks to the tenacity and the single-minded pursuit of protecting what we know to be our technology that's being implemented widely.
Without the ability to pursue that through the courts, takes a long time, takes a lot of resources, but without the commitment to doing that, I don't think we would have seen this agreement as we see it today. A confluence of events, but most of it comes down to the fact that there is clear technology that we own that is being used by the biggest memory manufacturers in the world.
Great, Chuck, obviously Samsung is a clear validation of that as a memory leader. Second question with the resale agreement, the five-year agreement there. In the past, the resale agreements have taken time to ramp up to the annual amounts. Do you expect this time there'll be anything preventing that resale agreement from kicking off right away? Certainly, the demand is there, but any color there would be helpful.
Yes. I think with supply being so constrained at this time, it practically will take two, three months before we see the products flow. I think what we're planning to do is to not only resell the Samsung products, but to take the memory components, DRAM components, NAND components, and incorporate the raw material into our specialized, our custom memory products and do more of that value-added products business. That is the goal, and to continue to increase the Netlist products component part of our revenues.
Yeah. No, exciting to hear, Chuck, that you'll be using their memory for your in-house products, which brings me to my third question.
Yes.
As you establish a technology cooperation agreement with Samsung, and you mentioned a few growth areas, hybrid CXL, LPDIMM, MRDIMM, what most excites you about the potential for the collaboration there in terms of areas of opportunity? If you could highlight a few. I know it'll be an ongoing process, but any color there would be a good starting point.
Yeah. Initially, when we did our agreement with Samsung about a decade ago, the companies focused on our hybrid technology. At that time, we invented the NV architecture, non-volatile NAND and DRAM being combined onto one subsystem. The industry adopted some of that. Samsung and Netlist were pursuing a high-capacity hybrid product at that time. That was on the DRAM channel. Today, a lot of things are moving into the CXL. That will be the future, where more memory products, both NAND and DRAM, it will move to the CXL bus, to the CXL protocol. Samsung has a CXL product offering. We have been working on our hybrid CXL for the past six to seven years. We think our approach will use lower cost NAND to emulate the performance of higher cost DRAM-based CXL.
We think in this market where DRAM costs are sky high, our approach will lower the cost of CXL memory significantly. I have high hopes on that technology. We've also talked about our low power MRDIMM. MRDIMM today, that's the next generation high-capacity memory module in the memory channel, and we are working on using low power DRAMs, which go into mostly phones and laptops, deploying that into the memory channel. We have been working on that R&D for low power MRDIMM for the past three to four years, and we believe MRDIMM is going to be power challenged. It's got high power consumption, and that's going to limit adoption. We think our low power approach takes a lot of things to get resolved, such as the low power DRAM does not have ECC. There's a reliability concern.
We believe we have a solution for that by bringing an algorithm for error correction. Those are, I think, two of the most promising areas of technology collaboration with Samsung.
Okay. Thanks, Chuck. Congratulations again to you and the whole team.
Well, thank you, Suji. Thanks.
This concludes our question and answer session. The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.