Rambus (RMBS)

[smd1234]

In a nutshell:

The licenses have value to the licensee, IFX, based on the ability to sell product without paying based on the volume of product produced. (That's the benefit; the burden is the payment obligation.)

The licenses also have value to the licensor, RMBS, based on the payments to be received. (That's the benefit; the burden is the foregone opportunity to get paid based on the volume of product produced by IFX.)

In a deal like this, RMBS wants protection, and they don't want the licenses they have granted to GAIN value (to IFX or a successor) due simply to the fortuity of the sale transaction occurring.

IFX wants to be sure that they or the successor entity realizes the full value of the licenses based on the original agreement. IFX doesn't want the licenses to LOSE value due simply to the fortuity of the sale transaction occurring.

From there it's all details, with nuances due to the relative bargaining positions when they negotiated in March.