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EXHIBIT 10.26
MASTER LICENSE AGREEMENT
This Master License Agreement Number NSC010228 (this "Master License
Agreement"), with an "Effective Date" of February 28, 2001 is made by and
between Artisan Components, Inc., a Delaware corporation, with its principal
place of business at ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
(hereinafter referred to as "Artisan Components"), and National Semiconductor
Corporation, a Delaware corporation with its principal place of business at ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (hereinafter referred to as
"Licensee").
1. DEFINITIONS
1.1 "ADDITIONAL PRODUCTS" means the standard cell, I/O and memory generator
products optimized for Foundry Processes that are generally distributed by
Artisan Components to end users as of the Master Agreement Effective Date.
1.2 "AFFILIATE" means any corporation or other business entity in which, but
only for so long as, Licensee owns or controls directly or indirectly, at least
50% of the outstanding stock or other voting rights entitled to elect directors.
1.3 "AUTHORIZED MANUFACTURING SITE(S)" means manufacturing facilities for
integrated circuits owned or controlled by Licensee, or Permitted Third Party
Manufacturing Site(s) as defined in Section 1.18.
1.4 "BACK-END VIEWS" means the library element physical design and related
documentation deliverables, whether in object code, reconfigurable binary, ASCII
data, binary data, or any other form, as identified in Appendix 1 to the Product
Schedule.
1.5 "[***]" means a [***] or [***] that [***] and/or [***] for [***] standard
cells, [***] and/or [***] and is listed in [***], which may be updated by
Artisan Components from time to time by providing notice to Licensee in
accordance with Section 19.
1.6 "DESIGN" means any integrated circuit, integrated circuit mask, design
database or graphical representation of a design database containing
representations of Licensed Product(s) (or portions thereof) or designed with
data from Licensed Product(s) from Artisan Components in any of its various
formats, including but not limited to: circuit schematics, ASCII or binary data,
logic diagrams, simulation models, physical layout, hardware description
languages, timing characteristics and netlists.
1.7 "ELECTROART" means any deliverables provided by Artisan Components to
Licensee pursuant to the Artisan Components ElectroArt Technology Development
Program ("ElectroArt Program"), including but not limited to GDSII data and
report(s) provided in connection with the ElectroArt Program. ElectroArt
deliverables, if any, will be listed in the Product Schedule in Exhibit C.
1.8 "FRONT-END VIEWS" means the library element timing, simulation models,
logical
Confidential treatment has been requested for portions of this exhibit. The copy
filed herewith omits the information subject to the confidentiality request.
Omissions are designated as [***]. A complete version of this exhibit has been
filed separately with the Securities and Exchange Commission.
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symbols, floor planning abstracts and related documentation deliverables as
identified in Appendix 1 to the Product Schedule.
1.9 "FOUNDRY" means Taiwan Semiconductor Manufacturing Company, Ltd. ("TSMC"),
United Microelectronics Company, Ltd. ("UMC"), or Chartered Semiconductor
Manufacturing Ltd. ("CSM").
1.10 "FOUNDRY PROCESSES" means the 0.13um, 0.15um, 0.18um, and 0.25um processes
of TSMC; the 0.18um and 0.25um processes of UMC; and the 0.18um and 0.25um
processes of CSM.
1.11 "INTERNAL USE DOCUMENTATION" means the Internal Use Documentation, if any,
listed in Appendix 1 to the Product Schedule. The Internal Use Documentation is
Confidential Information of Artisan Components and may not be disclosed or
distributed to third parties.
1.12 "LICENSE AGREEMENT" shall have the meaning set forth in Section 2.1.
1.13 "LICENSE AGREEMENT EFFECTIVE DATE" means the License Agreement Effective
Date as set forth in the Product Schedule (Exhibit C).
1.14 "LICENSE FEES" shall have the meaning set forth in Section 8.2.
1.15 "LICENSED INTEGRATED CIRCUIT" means a single die in whole or in part
manufactured Using all or any portion of the Licensed Product(s) and/or a single
die that in whole or in part is made up of, incorporates or is a derivative of
any portion of a Design and/or Licensed Product(s).
1.16 "LICENSED PRODUCT(S)" means the products described in Appendix 1 to the
Product Schedule, and any Updates thereto, whether in object code,
reconfigurable binary, ASCII data, binary data or any other form. Licensed
Product(s) includes the Back-End Views, Front-End Views and Internal Use
Documentation.
1.17 "MASTER AGREEMENT EFFECTIVE DATE" means the "Effective Date" for this
Master License Agreement as set forth in the preamble hereof.
1.18 "PERMITTED THIRD PARTY MANUFACTURING SITE(S)" means a third party
manufacturer for which both (a) and (b) are true:
(a) the third party manufacturer has a written agreement with Artisan
Components permitting it to manufacture integrated circuits on behalf of
Licensee using the Licensed Products, which agreement shall be on terms and
conditions acceptable to Artisan Components, including terms and conditions
which adequately protect Artisan Components' intellectual property rights in the
Licensed Products and
(b) either of the following is true: (i) the third party manufacturer
has a written agreement with Artisan Components that provides for appropriate
payment to Artisan Components, including the payment of royalties to Artisan
Components for each integrated circuit manufactured by the third party
manufacturer, or (ii) Licensee has agreed to make appropriate payments to
Artisan Components, including royalties for each integrated circuit manufactured
by that third party
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manufacturer using a Licensed Product.
1.19 "PRODUCT SCHEDULE" means a Product Schedule in the form of Exhibit C,
signed by Artisan Components and Licensee and incorporating, by reference, the
terms and provisions of this Master License Agreement.
1.20 "REQUIRED DATA" has the meaning set forth in Section 2.8.
1.21 "UPDATE(S)" means (a) any error correction to a Licensed Product made by or
for Artisan Components, which Artisan Components provides to Licensee under the
maintenance as described in Appendix 3 to the Product Schedule, if applicable,
(b) any other modification or feature enhancement for process node variants to a
Licensed Product made by or for Artisan Components, which Artisan Components in
its sole discretion releases to its licensees free of charge. Updates shall not
include any new or additional features, enhancements, or options which increase
the basic functionality of the Licensed Product, for which Artisan Components
charges a separate or additional fee.
1.22 "USAGE, USING, USE OR USED" means the transmitting, processing, storing,
designing with or displaying of any portion of the Licensed Product(s) through
the use of computer and/or video equipment and/or other utilization of any
portion of the Licensed Product(s), in each case solely for the purpose of
designing Licensed Integrated Circuits and manufacturing Licensed Integrated
Circuits at Authorized Manufacturing Site(s). "Usage, Using, Use or Used" does
not include the modifying of any Licensed Product(s) or portion thereof (except
as specifically allowed under Section 2.7) and no rights or licenses to modify
any Licensed Product(s) or portion thereof are granted hereunder.
1.23 "WAFER" means a combination of die in whole or in part manufactured Using
all or any portion of the Licensed Product(s) and/or a combination of die that
in whole or in part is made up of, incorporates or is a derivative of any
portion of a Design and/or Licensed Product(s).
2. LICENSE GRANT AND RELATED TERMS
2.1 Each Product Schedule shall constitute a separate and independent License
Agreement (a "License Agreement"), which shall incorporate by reference the
terms and conditions of this Master License Agreement; the original of such
License Agreement shall consist of the signed Product Schedule and a copy of
this Master License Agreement. Capitalized terms used, but not defined, in this
Master License Agreement have the meanings given to such terms in the Product
Schedule.
2.2 Subject to the terms and conditions stated herein, upon full satisfaction of
Licensee's obligations to pay the License Fees, Artisan Components grants to
Licensee a non-transferable, non-exclusive, royalty-bearing license, for the
License Agreement Term set forth in the Product Schedule, to:
(a) Use the Licensed Product(s);
(b) reproduce the Licensed Product(s);
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(c) distribute the Front-End Views only to Authorized Recipients (as
defined in subsection 2.2(e)), only (i) as needed for the purpose of supporting
Licensee's integrated circuit design and manufacture business as it relates to
Licensed Integrated Circuits, or (ii) for those Authorized Recipients to
internally use the Front-End Views to design integrated circuits for manufacture
by Licensee pursuant to the terms and conditions of this Master License
Agreement;
(d) distribute the Back-End Views to Authorized Recipients, only (i) as
needed for the purpose of supporting Licensee's integrated circuit design and
manufacture business as it relates to Licensed Integrated Circuits; or (ii) for
those Authorized Recipients to internally use the Back-End Views to design
integrated circuits for manufacture by Licensee pursuant to the terms and
conditions of this Master License Agreement, and subject to the additional
conditions set forth in this Section 2.2(d). Licensee must give Artisan
Components written prior notice of the recipient entity and Back-End Views to be
disclosed, and such disclosure and distribution of the Back-End Views may be
made only to Authorized Recipients;
(e) where, for purposes of this Agreement, "Authorized Recipient" means
an entity that meets both A and B of the following: (A) the entity is under a
nondisclosure/restricted use agreement with Licensee which provides at a minimum
for (i) a confidentiality provision sufficient to protect the Back-End Views
from further disclosure/distribution, (ii) a restricted use provision that is
sufficient to limit use of the Back-End Views for the design of Licensed
Integrated Circuits and/or manufacture of Licensed Integrated Circuits at
Authorized Manufacturing Site(s), and (iii) a third party beneficiary rights
provision giving Artisan Components third party beneficiary rights to enforce
the nondisclosure/restricted use agreement; and (B) the entity is not an [***],
is an entity listed as an Artisan Components partner on Artisan Components' web
site, ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇.▇▇▇/▇▇▇▇▇▇▇▇.▇▇▇▇ (whether or not an [***]), or is an
[***] that has entered into an agreement with Artisan Components, substantially
in the form of the Agreement attached as Exhibit E (Three-Way Nondisclosure
Agreement).
2.3 Subject to the terms and conditions stated herein, upon full satisfaction of
Licensee's obligations to pay the License Fees, Artisan Components grants to
Licensee a non-transferable, non-exclusive license, for the License Agreement
Term set forth in the Product Schedule, to use ElectroArt (if ElectroArt is
included in a Product Schedule) solely for Licensee's internal review and
evaluation for the purpose of working with Artisan Components on royalty-bearing
Licensed Product development by Artisan Components for Licensee. Licensee's
right to use ElectroArt shall be subject also to the terms and conditions
applicable to Licensed Product(s) of Sections 4-5, 7-14, and 16-23 of this
Master License Agreement.
2.4 Licensee may sublicense its Affiliates to Use the Licensed Product(s) solely
in the course of designing and manufacturing Licensed Integrated Circuits on
behalf of Licensee in accordance with the terms and conditions herein; provided,
that (i) any such Affiliates must execute a written agreement no less protective
than the License Agreement to protect against the unauthorized use and
disclosure of the Licensed Product(s) (including any further
disclosure/distribution by such Affiliates) and to ensure that all Wafers are
reported and paid for as required under the License Agreement; and (ii) the
disclosure/distribution of Front-End Views and
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[***] Confidential treatment requested pursuant to a request for confidential
treatment filed with the Securities and Exchange Commission. Omitted portions
have been filed separately with the Commission.
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Back-End Views to any Affiliates must meet all the conditions of Sections 2.2(c)
and 2.2(d), as applicable (e.g., cannot be [***], etc.). Licensee is responsible
for any unauthorized use or disclosure of the Licensed Product(s), and any and
all manufacture of (and payment, including royalties, for) Wafers, by its
Affiliates.
2.5 Certain elements of the Licensed Product(s) may be provided in files/data
formatted for use with or by certain third party tools/products. No license to
any third party tools/products is granted to Licensee by Artisan Components.
Licensee must ensure that it and any parties it authorizes to Use the Licensed
Product(s) in accordance with the License Agreement have the necessary licenses
and rights to use the third party tools/products to utilize the Licensed
Product(s).
2.6 Except as expressly set forth in Sections 2.2 and 2.3 above, no rights or
licenses to the Licensed Product(s), implied or express, are granted to
Licensee. Licensee acknowledges and agrees that: (a) unauthorized reproduction,
electronic transfer or other use of Licensed Product(s) which is not expressly
authorized by this Section 2 is a breach of a material obligation of this Master
License Agreement and the License Agreement; and (b) in the event that
unauthorized copies of Licensed Product(s) are made and/or Used by Licensee
and/or its Affiliates, and Artisan Components elects not to terminate the
License Agreement pursuant to Section 10 hereof, Licensee shall by virtue of
such act(s) be deemed to order and accept a license for and shall pay Artisan
Components the list price and applicable royalties and support fees for each
such unauthorized production, electronic Use, other unauthorized Use, or
transfer of Licensed Product(s), but only to the extent that the unauthorized
product, electronic Use or other unauthorized Use or transfer otherwise would
have generated revenue for Artisan Components had it been properly licensed or
where Artisan Components would charge a royalty under its standard agreements.
These fees shall be Artisan Components' published list prices and applicable
royalties and support fees existing on the date such unauthorized use first
occurred. License Fees, support fees and previously accrued royalties shall be
due, for purposes of Section 8, [***] following discovery by Artisan Components
of such unauthorized use.
2.7 MODIFICATIONS.
(a) Licensee may modify and make derivative works of the Licensed
Products, including cosmetic changes, recharacterizations, post-processing
modifications, and modifications of models and views, and other changes designed
to work in connection with Licensee's products and processes (collectively,
"Modifications"). For purposes of clarification, Modifications do not include
other cells or components owned by Licensee, not derived from the Licensed
Products, and incorporated into Licensed Integrated Circuits. The following
terms and conditions apply to all Modifications: (i) Artisan Components has no
warranty, indemnity, or support and maintenance obligations with respect to any
Modifications; (ii) Licensee shall notify Artisan Components of any
Modifications (including a description of the changes and the functionality)
prior to or immediately following Licensee's general deployment of Licensed
Product, and no later than with the Tape-Out Information Sheet provided by
Licensee to Artisan Components under Section 2.9.
(b) Licensee shall own all Modifications and all intellectual property
and proprietary
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[***] Confidential treatment requested pursuant to a request for confidential
treatment filed with the Securities and Exchange Commission. Omitted portions
have been filed separately with the Commission.
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rights in or to those Modifications. That ownership interest will be, however,
subject to Artisan Components' rights in and to the Licensed Products (and
Artisan Components reserves all rights in and to the Licensed Products that are
not explicitly granted in this Agreement). Licensee grants to Artisan Components
a sub-licensable, non-exclusive, worldwide, royalty-free, irrevocable, perpetual
license to the Modifications, to reproduce and distribute, transmit, publicly
perform and display, create derivative works of, and to make, use and sell
products that are based on, that include, or that are derivative works of the
Modifications (and derivative works thereof).
2.8 Licensee agrees to provide Artisan Components with the data required from
Licensee, which is identified in Appendix 1 to the Product Schedule (Licensee's
or third party process information) (the "Required Data"), and Licensee
authorizes Artisan Components to use the Required Data for purposes of carrying
out its rights or obligations under this License Agreement. Licensee represents
and warrants that it is authorized to provide to Artisan Components, and
authorizes Artisan Components to use, the Required Data.
2.9 Licensee shall provide to Artisan Components a Tape-Out Information Sheet in
the form of the attached Exhibit F. Licensee shall provide the Tape-Out
Information Sheet for any products made using Artisan Components' libraries,
whether based on the libraries or their derivatives, and whether those libraries
are obtained as Licensed Products under this Agreement or under another
agreement with Artisan Components (including Artisan Components' free library
program). The Tape-Out Information Sheet must be provided prior to tape-out for
a Licensed Product.
3. SUPPORT CONDITIONS, SILICON DEBUGGING AND PRODUCT ENGINEERING
3.1 In consideration for the technical support and maintenance fees [***]
described in Appendix 2 to the Product Schedule, Artisan Components will provide
Licensee with the technical support and maintenance described in Appendix 3 to
the Product Schedule, if applicable, for the Licensed Product(s). Such technical
support and maintenance is available on an annual basis only, and Artisan
Components reserves the right to change the technical support and maintenance
fees or terms upon prior notice for any subsequent annual period.
3.2 The design and verification techniques for the Licensed Product(s) used by
Artisan Components depend on the accuracy of models, flows and design tools;
some of which are provided by Artisan Components' licensees and their target
foundries. Due to practical limits on the accuracy of these models, flows and
design tools, the fabricated silicon behavior may not always agree with that
predicted. In these cases, Artisan Components will assist Licensee in silicon
debugging and product engineering as set forth in Appendix 3 to the Product
Schedule. Silicon debugging and product engineering do not fall under the
technical support and maintenance set forth in Section 3.1 above. To the extent
Artisan Components provides any silicon debugging or product engineering, or
otherwise provides Licensee with any revisions and/or enhancements to the
Licensed Product(s), except as otherwise agreed upon, such revisions and/or
enhancements shall be Licensed Product(s) subject to the terms and conditions of
the License Agreement. By way of clarification, Artisan Components owns such
revisions and/or enhancements.
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[***] Confidential treatment requested pursuant to a request for confidential
treatment filed with the Securities and Exchange Commission. Omitted portions
have been filed separately with the Commission.
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4. TERM
This Master License Agreement is effective as of the Master Agreement
Effective Date and shall remain in full force and effect for a period of five
(5) years, unless earlier terminated as provided herein. Unless earlier
terminated as provided herein, this Master License Agreement will automatically
renew at the end of each term for consecutive one (1) year renewal periods,
unless either party notifies the other at least [***] prior to the end of the
then current term that it does not desire this Master License Agreement to renew
for another year. Each License Agreement shall set forth a License Agreement
Term which shall be applicable to it. By way of clarification, a decision by
either party not to renew the maintenance and support agreement (Appendix 3 to
the Product Schedule) will not mean termination of this Agreement, and the term
of the maintenance and support agreement, as set forth in Section 7 of Appendix
3 to the Product Schedule, may not be the same as the term of this Agreement.
5. ORDER, CHANGES AND DELIVERY TERMS
5.1 All orders for Licensed Product(s) shall be evidenced by a Product Schedule
executed by Licensee and Artisan Components, and in connection therewith,
Licensee may issue to Artisan Components a written purchase order. Except as
otherwise agreed in writing signed by an officer of Artisan Components, nothing
contained in any purchase order submitted by Licensee will in any way modify,
delete or add any terms or conditions to said purchases and licenses, and
Licensee hereby waives such purchase order provisions.
5.2 Changes to the scope of work either requested by and/or necessitated by
Licensee's specifications will be evaluated for both schedule and cost impact.
Licensee will be asked to complete an Engineering Change Order Request Form, an
"ECO," and submit it to Artisan Components for review. After review of the ECO
by Artisan Components, Artisan Components will notify the Licensee in writing on
its ECO Response Form of any schedule and/or price changes. Licensee must
provide written acceptance or refusal of the terms and conditions of the ECO
Response Form within [***] of having been so notified. Failure to do so will
cause Artisan Components to proceed with the project as if the Licensee's ECO
Request Form had never been received. If Licensee's written notice is one of
acceptance of the new schedule and/or costs, then the ECO will be deemed an
amendment to the License Agreement pursuant to Section 23.4 hereof. Sample ECO
Request and ECO Response Forms are attached as Exhibits A and B.
6. ADDITIONAL PRODUCTS
6.1 Subject to the prior written consent of the applicable Foundry, Artisan
Components grants to Licensee a non-exclusive, non-transferable, royalty-bearing
license to manufacture integrated circuits designed using the Additional
Products, solely on behalf of Artisan Components end user licensees of the
Additional Products.
6.2 Licensee is responsible for obtaining the applicable Foundry's prior written
consent. Artisan Components will provide reasonable assistance to Licensee in
connection with Licensee's
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[***] Confidential treatment requested pursuant to a request for confidential
treatment filed with the Securities and Exchange Commission. Omitted portions
have been filed separately with the Commission.
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obtaining such consent.
6.3 Licensee will pay a royalty to Artisan Components at the rate of [***] per
Additional Product Wafer pursuant to the royalty payment terms set forth in
Section 8.4 ("Additional Product Wafer" means a combination of die in whole or
in part manufactured using all or any portion of the Additional Product(s)
and/or a combination of die that in whole or in part is made up of, incorporates
or is based upon any portion of an Additional Product(s)).
6.4 Licensee shall maintain the Additional Products as Confidential Information
of Artisan Components and shall not use the Additional Products except as
explicitly permitted in this Section 6. Artisan Components shall have no
warranty or indemnification obligations with respect to the Additional Products.
6.5 The rights granted to Licensee pursuant to this Section 6 shall be [***] for
the first year of this Master License Agreement. Licensee may renew the rights
granted in this Section 6 for additional one (1) year periods for a fee of
[***], payable [***] in advance of the expiration of the prior one (1) year
period.
7. OWNERSHIP
7.1 Subject to the licenses granted herein, Artisan Components and its licensors
retain all of their rights, title and interest in and to the Licensed Product(s)
and the Additional Products and all patent rights, trademarks, trade secrets,
copyrights, mask work rights and all other proprietary rights therein and
thereto. By way of clarification, Licensee is not required to file for or obtain
registrations of any intellectual property rights (including mask work rights),
and ownership does not extend to cells or components owned by Licensee that are
not derived from the Licensed Products. Except for the licenses granted in
Section 2 and Section 6, no other grants of licenses or rights to Licensee shall
be implied from this Master License Agreement or the License Agreement. Licensee
will reproduce, and will not alter or ▇▇▇▇ over, all proprietary notices of
Artisan Components on the Licensed Product(s) and the Additional Products.
7.2 Subject to Artisan Components' ownership of the Licensed Product(s),
Licensee shall retain all of its ownership rights to Designs created through the
Use of the Licensed Product(s).
7.3 Except for the Licensee or third party process information disclosed by
Licensee to Artisan Components under this Master License Agreement or the
License Agreement, Artisan Components will have the irrevocable royalty-free
right to use in the Licensed Product(s), and any other products offered or
distributed by Artisan Components, any Licensee contribution or voluntarily
disclosed information provided to Artisan Components under the Master License
Agreement or the License Agreement, and any Modifications, except for
Confidential Information of Licensee not included in Modifications, which shall
be subject to the confidentiality obligations set forth in Section 16 of this
Agreement.
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[***] Confidential treatment requested pursuant to a request for confidential
treatment filed with the Securities and Exchange Commission. Omitted portions
have been filed separately with the Commission.
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7.4 Except as expressly set forth in Section 2.7(b) above, no rights or licenses
to Licensee's intellectual property, implied or expressed, are granted to
Artisan Components.
8. PAYMENT TERMS AND TAXES
8.1 Except as expressly specified herein, all payments submitted by Licensee to
Artisan Components under the License Agreement shall be absolute, unconditional,
noncancellable, non-refundable and noncreditable.
8.2 Unless otherwise mutually agreed in writing, with respect to Licensed
Product(s) ordered under the License Agreement, Licensee shall pay to Artisan
Components [***] upon the License Agreement Effective Date, net [***]. For each
Licensed Product, Licensee shall pay the remainder of the total license fee for
that Licensed Product, as set forth in Appendix 2 to the Product Schedule (the
total amount of license fees set forth in Appendix 2 to the Product Schedule
shall hereinafter be referred to as the "License Fees"). The License Fees are
due net [***] after Licensee's receipt of each Licensed Product; provided that
if an ECO with a cost increase shall have been accepted by Licensee, Licensee
shall pay such amounts at such times as set forth therein. The foregoing
provisions of this Section 8.2 shall not limit the provisions of Section 8.4.
Licensee also shall pay to Artisan Components all amounts set forth in Section
2.6 with respect to unauthorized Use of Licensed Product(s).
8.3 In the event that Artisan Components finances the License Fees and any
technical support and maintenance fees set forth in Appendix 2 to the Product
Schedule payable by Licensee pursuant to one or more installment payment
agreements (each, an "IPA"), then Licensee's obligation to remit payments in
accordance with Section 8.2 and Appendix 2 to the Product Schedule shall be
governed by each such IPA.
8.4 Within [***] after the end of each Licensee [***], Licensee further shall
pay to Artisan Components the running royalties for Licensed Integrated
Circuits, as set forth in Appendix 2 to the Product Schedule with respect to
Wafers, and as set forth in Section 6 hereof with respect to Additional Product
Wafers. Royalty calculations are made based on the Licensed Integrated Circuits
manufactured in such [***], but [***] Wafers or Additional Product Wafers that
are [***] as [***] or are [***] and [***] of as [***], for which Licensee
receives [***]. Licensee shall submit to Artisan Components with all royalty
payments a report stating (a) the part number for each Licensed Integrated
Circuit, (b) the number of Wafers and Additional Product Wafers manufactured
during such fiscal quarter, (c) royalties payable under the License Agreement
for such fiscal quarter; (d) data and supporting calculations used by Licensee
to compute the royalties payable by Licensee to Artisan Components with respect
to such fiscal quarter; (e) with respect to Additional Product Wafers, the name
of each Artisan Components end user licensee for which Licensee manufactured
such Additional Product Wafers, and the number of Additional Product Wafers
manufactured by Licensee for each such end user licensee; (f) any adjustments
made by Licensee for the prior reporting period; and (g) other information as
mutually determined by the parties. Licensee has [***] obligations for Wafers or
Additional Product Wafers that are [***] and for which Licensee [***], which
Wafers or Additional Product
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[***] Confidential treatment requested pursuant to a request for confidential
treatment filed with the Securities and Exchange Commission. Omitted portions
have been filed separately with the Commission.
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Wafers are [***] for the [***] of [***], [***] or [***].
8.5 Licensee further shall pay to Artisan Components the technical support and
maintenance fees as set forth in Appendix 2 to the Product Schedule.
8.6 All invoices will be mailed to Licensee's address specified in the opening
paragraph of this Master License Agreement, unless specified otherwise in the
applicable Product Schedule or purchase order.
8.7 Any and all amounts payable under the License Agreement do not include any
government taxes (including without limitation sales, use, excise, and value
added taxes) or duties imposed by any governmental agency that are applicable to
the export, import, or purchase of the Licensed Product(s) (other than taxes on
the net income of Artisan Components), and Licensee shall bear all such taxes
and duties. When Artisan Components has the legal obligation to collect and/or
pay such taxes, the appropriate amount shall be added to Licensee's invoice and
paid by Licensee, unless Licensee provides Artisan Components with a valid tax
exemption certificate authorized by the appropriate taxing authority.
8.8 If any applicable law requires Licensee to withhold amounts from any
payments to Artisan Components under the License Agreement, Licensee shall
effect such withholding, remit such amounts to the appropriate taxing
authorities and promptly furnish Artisan Components with tax receipts evidencing
the payments of such amounts and, if necessary, other tax documentation when
necessary to establish amounts paid or withheld.
8.9 With respect to Licensed Integrated Circuits and License Fees, royalties and
other amounts which are payable to Artisan Components under the License
Agreement, and with respect to any other obligations of Licensee under this
Agreement including but not limited to Licensee's limited rights to use
Permitted Third Party Manufacturing Sites and Licensee's rights to Additional
Products, and as a material condition to this Master License Agreement and the
License Agreement, Licensee shall keep complete and accurate books and records
including but not limited to supporting documentation for the royalty
calculations and manufacturing records. These records shall be retained for a
period of [***] from the date of payment, notwithstanding the expiration or
termination of the License Agreement. As a material condition to this Master
License Agreement and the License Agreement, upon 10 business days' advance
notice, Licensee agrees to provide access to its operations for the purpose of
evaluating compliance with Section 2, and to permit its books and records to be
examined by Artisan Components or its designee (that is reasonably acceptable to
Licensee) to verify the accuracy of the License Fees, royalties and other
amounts paid to Artisan Components under the License Agreement. Access and
examination are subject to the confidentiality provisions set forth in this
Master License Agreement, must be made during normal business hours and may not
occur more than once per year. Prompt adjustment shall be made by the parties
for the net amount of any underpayment or overpayment of any and all License
Fees, royalties and other amounts disclosed by such examination. If the
examination reveals an underpayment or overpayment of greater than [***], or a
material violation of Section 2, then Artisan Components may, during the next
[***], make such examination semi-annually, and may
--------------------------
[***] Confidential treatment requested pursuant to a request for confidential
treatment filed with the Securities and Exchange Commission. Omitted portions
have been filed separately with the Commission.
Page 10
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make examinations of prior reporting periods. If such an examination reveals an
underpayment of more than [***], or a violation by Licensee of any material
terms of this Master License Agreement or the License Agreement, then Licensee
shall promptly pay to Artisan Components the amount of the underpayment, along
with interest calculated from the date due, and shall reimburse Artisan
Components for the reasonable cost of such examination.
8.10 All payment amounts stated in the License Agreement, and all payments to be
made under the License Agreement, shall be in U.S. Dollars. If any currency
conversion shall be required in connection with the calculation of amounts
payable under the License Agreement, such conversion shall be made using the
selling exchange rate for conversion of the foreign currency into U.S. Dollars,
quoted for current transactions reported in The Wall Street Journal for the last
business day of the fiscal quarter to which such payment pertains.
8.11 If Licensee has not made a payment [***] after the due date, then Artisan
Components may notify Licensee in writing in accordance with Section 19 hereof
that the payment is late. If Licensee still has not made that payment within
[***] after the date of notice, then Artisan Components may again provide such
notice of the late payment ("Second Notice"). The Second Notice must be sent to
the attention of the General Counsel and otherwise in accordance with Section
19. If Licensee still has not made the payment within [***] after the Second
Notice, then the payment amount will incur interest at the rate of [***] per
month (or, if less, the maximum amount permitted by law) until paid.
9. EXPORT RESTRICTIONS
This Master License Agreement, the License Agreement, the Licensed
Product(s), the Additional Products, the Licensed Integrated Circuits, and the
rights granted under the License Agreement are subject to any and all laws,
regulations, orders or other restrictions relative to export, re-export or
redistribution of the Licensed Product(s) that may now or in the future be
imposed by the government of the United States or foreign governments. Licensee
agrees to comply with all such applicable laws and regulations.
--------------------------
[***] Confidential treatment requested pursuant to a request for confidential
treatment filed with the Securities and Exchange Commission. Omitted portions
have been filed separately with the Commission.
Page 11
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10. TERMINATION
10.1 Either party may, at its sole discretion, terminate this Master License
Agreement and any or all License Agreements and the licenses granted hereunder,
upon written notice to the other party, upon the occurrence of any of the
following events: (a) the failure or neglect of the other party to observe,
keep, or perform any of the material covenants, terms or conditions of this
Master License Agreement or any License Agreement where such non-performance is
not fully remedied by that breaching party within thirty (30) days of a written
demand from the non-breaching party; or (b) any distribution by Licensee to
third parties that is a material breach of Section 2.2, 2.4, or any material
breach of Section 16 hereof (effective immediately upon written notification);
or (c) the filing of a petition for the other party's bankruptcy which is not
discharged within sixty (60) days, whether voluntary or involuntary, or an
assignment of the other party's assets made for the benefit of creditors, or the
appointment of a trustee or receiver to take charge of the other party's
business for any reason, or the other party becoming insolvent or ceasing to
conduct business in the normal course. By way of clarification, a decision by
either party not to renew the maintenance and support agreement (Appendix 3 to
the Product Schedule) will not mean termination of this Agreement.
10.2 The provisions of Sections 1, 7-14, and 16-23 survive the expiration or any
termination of this Master License Agreement and any License Agreement; however,
the provisions of Section 10.3 survive as described in that Section, and
obligations under Section 11, 12 and 21 survive only to the extent the
obligation arose prior to termination.
10.3 If Artisan Components exercises its right to terminate due to Licensee's
breach, then upon the effective date of termination of the License Agreement,
Licensee shall cease to Use and shall either destroy or return to Artisan
Components all of the Licensed Product(s), Licensed Integrated Circuits,
Additional Products, and Additional Product Wafers in Licensee's possession or
under Licensee's direct control (specifically excluding non-consigned inventory
held by independent distributors); Documentation and copies thereof; together
with Licensee's written certification by a duly authorized officer, that the
Licensed Product(s), Licensed Integrated Circuits, Additional Products, and
Additional Product Wafers in Licensee's possession or under Licensee's direct
control, and Documentation and all copies thereof are no longer in Use and have
been returned to Artisan Components or destroyed. After the effective date of
termination, the parties shall meet in good faith to determine the appropriate
actions to take regarding customers of the Licensed Integrated Circuits.
If this Agreement is terminated for Artisan's material breach, then
Licensee may continue to exercise the licenses granted under Section 2.2, 2.3
and 2.4, subject to the following conditions: (i) the restrictions and
conditions of the licenses granted continue to apply, as to other relevant terms
of this Agreement (including those regarding royalties); and (ii) the support
and maintenance obligations terminate. Notwithstanding that continuation, if
Licensee breaches its remaining obligations and does not cure that breach within
30 days after notice from Artisan Components, then Artisan Components may
terminate the remaining licenses.
10.4 Upon the effective date of termination of the License Agreement, Licensee
shall make prompt payment in full to Artisan Components for all amounts then due
plus the present value (discounted at the lesser of: (a) the then current one
year U.S. Treasury ▇▇▇▇ Rate and (b) the one year U.S. Treasury ▇▇▇▇ Rate as of
the License Agreement Effective Date) of the unpaid balance
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13
of the License Fees as set forth in Appendix 2 to the Product Schedule, but not
unearned royalties.
10.5 Termination of this Master License Agreement or any License Agreement under
this Section 10 shall be in addition to, and not a waiver of, any remedy at law
or in equity available to a party from the other party's breach of this Master
License Agreement or any License Agreement.
11. WARRANTIES
11.1 Upon the execution of this Master License Agreement and the Product
Schedule, Artisan Components warrants for a period of ninety (90) days from the
date of delivery that the Licensed Product(s) as delivered by Artisan Components
shall be free from defects in media and shall substantially conform to the
material specifications described in Appendix 1 to the Product Schedule. Artisan
Components does not warrant that the use of the Licensed Product(s) will be
uninterrupted or error free. In the event of any nonconformance of the Licensed
Product, Licensee shall promptly notify Artisan Components in writing, and
provide Artisan Components with evidence and documentation which reproduces the
claimed error and resultant output from the execution or use of such code or
data. Artisan Components' sole obligation and Licensee's exclusive remedy under
this warranty shall be limited to use of its commercially reasonable efforts to
correct such defects and provide the corrections to Licensee. Artisan
Components' warranty obligations under the License Agreement will not apply to
failure by the Licensed Product(s) to comply with the limited warranty herein
due to accident, neglect, abuse, acts of God or misapplication, modifications by
Licensee or due to models, flows, design tools or any other information provided
by Licensee to Artisan Components under this Master License Agreement or the
License Agreement.
Artisan Components also warrants that any services it provides under
this Agreement will be performed in a professional manner, and Licensee and
Artisan Components agree that Licensee's sole remedy and Artisan Components'
sole liability for any breach of the foregoing warranty is that, on Licensee's
written request, Artisan Components will reperform the service in a manner that
does comply with the warranty. Further, any silicon debugging or product
engineering provided by Artisan Components under this Agreement is provided "AS
IS."
11.2 EXCEPT AS SPECIFICALLY SET FORTH IN THIS SECTION 11, ARTISAN COMPONENTS AND
ITS LICENSORS DO NOT MAKE ANY EXPRESS, IMPLIED OR STATUTORY WARRANTIES,
INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE, OR ARISING FROM A COURSE OF DEALING, TRADE USAGE OR TRADE
PRACTICE.
12. INDEMNIFICATION BY ARTISAN COMPONENTS
12.1 Artisan Components shall, at its own expense, defend or at its option,
settle any claim, suit or proceeding brought by a third party against Licensee
or its officers, directors or employees (i) for direct infringement of any valid
copyright or United States patent of such third party, by virtue of Licensee's
authorized Use of any of the Licensed Product(s) pursuant to the terms of the
License Agreement (ii) arising out of Artisan Components' gross negligence or
willful misconduct and (b) arising out of Artisan Components' unauthorized use
of the Required Data. Artisan Components shall pay any settlement amounts or
damages finally awarded in such claim,
Page 13
14
suit or proceeding; provided that Licensee: (a) promptly notifies Artisan
Components in writing of such claim, suit or proceeding, (b) gives Artisan
Components sole control over the defense and/or settlement of such claim, suit
or proceeding; and (c) reasonably cooperates and provides all available
information, assistance and authority to defend or settle the claim, suit or
proceeding. Artisan Components shall not be liable for any costs, expenses,
damages or fees incurred by Licensee in defending such action or claim unless
authorized in advance in writing by Artisan Components. Furthermore, Artisan
Components will have no obligation under this Master License Agreement or the
License Agreement for any claim of infringement based on the combination or use
of the Licensed Product(s) with software, hardware, data or other materials not
furnished by Artisan Components if such infringement would have been avoided by
the use of Licensed Product(s) alone.
12.2 Any action to be brought to prevent or enjoin any third party from
infringement of any patent, copyright or other proprietary rights of Artisan
Components with respect to the Licensed Product(s) shall be brought exclusively
by Artisan Components or Artisan Components' designee, in Artisan Components'
sole discretion and as between Licensee and Artisan Components, at Artisan
Components' sole cost and expense.
12.3 If the Licensed Product(s) is, or in Artisan Components' opinion is likely
to become the subject of a claim, suit, or proceeding alleging infringement,
Artisan Components may: (a) procure, at no cost to Licensee, the right to
continue Usage of the Licensed Product; (b) replace or modify the Licensed
Product, at no cost to Licensee, to make it non-infringing, provided that
substantially the same function is performed by the replacement of modified
Licensed Product(s), or (c) if the right to continue Usage cannot be reasonably
procured for Licensee or the Licensed Product(s) cannot be replaced or modified
to make it non-infringing, terminate the license of such Licensed Product(s),
remove the Licensed Product(s) and grant Licensee refund credit on the License
Fees attributable to such Licensed Product(s) as depreciated on a straight-line
sixty (60) month basis.
12.4 The foregoing states Artisan Components' sole obligations and entire
liability with respect to any claimed infringement of the Licensed Product(s) of
any intellectual property or other rights of any third party.
13. LIMITATION OF LIABILITY
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13.1 EXCEPT FOR DAMAGES ARISING FROM A BREACH OF THE OBLIGATIONS OF
CONFIDENTIALITY, OR FOR OBLIGATIONS UNDER SECTION 12 OR SECTION 21, IN NO EVENT
WILL EITHER PARTY OR ITS LICENSORS OR SUPPLIERS BE LIABLE FOR ANY LOSS OR DAMAGE
TO REVENUES, PROFITS, OTHER ECONOMIC LOSS OR GOODWILL OR COSTS OF REPLACEMENT
GOODS OR SERVICES OR ANY OTHER SPECIAL, INCIDENTAL, EXEMPLARY, INDIRECT OR
CONSEQUENTIAL DAMAGES OF ANY KIND, ARISING OUT OF OR RELATING TO THIS MASTER
LICENSE AGREEMENT, THE LICENSE AGREEMENT, LICENSED INTEGRATED CIRCUITS OR THE
LICENSED PRODUCT(S), OR RESULTING FROM ITS PERFORMANCE OR FAILURE TO PERFORM
PURSUANT TO THE TERMS OF THIS MASTER LICENSE AGREEMENT OR THE LICENSE AGREEMENT
OR RESULTING FROM THE FURNISHING, PERFORMANCE, DELAY IN DELIVERY, OR USE OR LOSS
OF USE OF ANY LICENSED PRODUCT(S) OR OTHER MATERIALS DELIVERED TO LICENSEE
HEREUNDER, HOWEVER CAUSED AND WHETHER BASED IN BREACH OF CONTRACT, BREACH OF
WARRANTY, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER THEORY OF LIABILITY. THE
FOREGOING LIMITATIONS SHALL APPLY EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL
PURPOSE OF ANY LIMITED REMEDY STATED HEREIN.
13.2 Each party's and its licensors' and suppliers' aggregate liability to the
other party under any provision of this Master License Agreement and the License
Agreement shall be limited to the amount of the License Fees paid or payable by
Licensee to Artisan Components for the Licensed Product(s) in question, except
as follows: (a) for Licensee's liability arising from a breach of the
obligations or restrictions in Section 2.4 or 2.6 or a breach of its obligations
of confidentiality, Licensee's liability is limited to $25 million, or $50
million if the breach is willful or a result of gross negligence, and (b)
Licensee's obligations under Section 21 will not exceed $50 million.
14. RELEASE OF PERFORMANCE INFORMATION
Licensee shall not distribute, externally or to third parties, any
reports or statements that directly compare the speed, functionality or other
performance results of the Licensed Product(s) or Additional Products with any
other products of Licensee or any third party that are similar to the Licensed
Product(s) or Additional Products without the prior written approval of Artisan
Components.
15. END USER DISTRIBUTION OF LICENSED PRODUCTS BY ARTISAN COMPONENTS.
15.1 This Section 15 applies only if Licensee so elects. At any time during the
first six months after the Effective Date, Licensee may elect to have this
Article 15 apply by sending written notice of such election in accordance with
the notice provisions of this Agreement. Failure to elect within the period
above does not change any of the terms of Artisan Components' agreements with
any Foundry.
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16
15.2 Licensee acknowledges and agrees that Artisan Components may distribute the
Licensed Products to third party entities ("End Users") for use in the design of
integrated circuits for manufacture at manufacturing sites owned or controlled
by Licensee. Such distribution is pursuant to a separate agreement between
Artisan Components and the End User governing the End User's use of the Licensed
Products (the "End User License Agreement"), which End User License Agreement
shall include appropriate confidentiality terms protecting the Licensed
Products. Licensee acknowledges and agrees that Artisan Components' use of the
Required Data in development of the Licensed Products shall not restrict Artisan
Components' right to distribute the Licensed Products.
15.3 Artisan Components understands and agrees to inform End Users that the
relationship between Licensee and the End User, if any, shall be purely for
foundry services provided by Licensee, and that each End User must enter into a
separate agreement with Licensee to obtain such foundry services.
15.43 Artisan Components shall offer support for the Licensed Products to End
Users pursuant to Artisan Components' customary support terms and fees. Artisan
Components shall be free to charge for support, maintenance, engineering and
customization services provided by Artisan Components to any End User with no
accounting to Licensee for any such fees.
15.5 Artisan Components and Licensee will consult together from time to time and
cooperate on various aspects of the distribution and support of the Licensed
Products to End Users by Artisan Components.
16. PUBLICITY; CONFIDENTIALITY
16.1 Except to the extent required by applicable law, neither party shall
announce or publicly disclose the terms or conditions (including royalty and any
financial terms) of this Master License Agreement or the License Agreement
without prior written approval from the other party; provided, however, that
either party shall have the right to publicly disclose the following: (a) that
Licensee is a customer of Artisan Components, and (b) that Artisan Components
has provided the Licensed Product(s) to Licensee and that the Licensed
Product(s) were Used in the development of the Licensed Integrated Circuits. In
addition, either party may issue a press release related to this Agreement upon
the other party's prior written approval (such approval not to be unreasonably
withheld or delayed). Once approved, the statements in a press release remain
approved until approval is specifically revoked, in writing.
16.2 The parties acknowledge that by reason of their relationship to each other
hereunder, each may have access to certain information and materials concerning
the other's business, plans, customers, technology and products that is
confidential to that other party. Such information and materials will be marked
as "Confidential" or "Proprietary" or otherwise clearly identified as
confidential or proprietary ("Confidential Information"). In the event such
disclosure is initially oral or visual and not reduced to writing, it shall be
identified as confidential at the time of disclosure and summarized or
identified in a written document, which shall be marked with an appropriate
legend such as "Confidential" or "Proprietary" and provided to the other party
within thirty (30) days following such disclosure. Notwithstanding the
foregoing, the Licensed Product(s) are Confidential Information of Artisan
Components regardless of whether they are marked
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confidential or proprietary and/or summarized in a writing. Each party agrees
that except as may otherwise be stated herein, it shall not use, except to
perform its obligations and/or to exercise its rights and licenses specified
under this Master License Agreement or the License Agreement, nor disclose to
any third party (except to Affiliates who are under an obligation of
confidentiality, and subject to the other terms and conditions of this Master
License Agreement and the License Agreement), any such Confidential Information
revealed to it by the other party. Each party shall take reasonable precautions
to protect the confidentiality of such information, which in any event will be
no less than what it takes with respect to its own similar confidential
information.
16.3 Information shall not be deemed Confidential Information hereunder if such
information:
(a) is known to the recipient at the time of disclosure;
(b) hereafter becomes known (independently of disclosure by the
providing party) to the recipient directly or indirectly from a source other
than one having an obligation of confidentiality to the providing party;
(c) becomes publicly available or otherwise ceases to be secret or
confidential, except through a breach of this Master License Agreement or the
License Agreement by the recipient;
(d) was independently developed by the recipient without use of the
disclosing party's Confidential Information;
(e) is required to be disclosed pursuant to any statutory or regulatory
authority, provided the disclosing party is given prompt notice of such
requirement and the scope of such disclosure is limited to the extent possible;
(f) is required to be disclosed by a court order, provided the
disclosing party is given prompt notice of such order and provided the
opportunity to contest it; or
(g) is reasonably necessary to disclose in order to enforce this Master
License Agreement or the License Agreement.
16.4 As to each item of Confidential Information, the provisions of this Section
16 will continue for three (3) years following first receipt of such
information, except for the Licensed Product(s), for which the provisions of
this Section 16 will continue for five (5) years following any termination or
expiration of the License Agreement.
17. GOVERNING LAW
This Master License Agreement and the License Agreement shall be
governed by and construed in accordance with the laws of the State of
California, without regard to the conflict of laws provisions thereof. Neither
this Master License Agreement nor the License Agreement will be governed by the
United Nations Convention of Contracts for the International Sale of Goods, the
application of which is hereby expressly excluded.
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18. ASSIGNMENT
If Artisan Components is subject to a Change in Control (defined below),
then Licensee may (at its discretion) terminate this Master License Agreement
and the License Agreement upon 60 days advance written notice to Artisan
Components. For purposes of this Master License Agreement, "Change in Control"
means (a) a merger, consolidation or other reorganization to which Artisan
Components is a party if the individuals and entities who were stockholders of
Artisan Components immediately prior to the effective date of the transaction
have "beneficial ownership" (as defined in Rule 13d-3 under the Securities
Exchange Act of 1934, as amended) of less than sixty percent (60%) of the total
combined voting power for election of directors (or their equivalent) of the
surviving entity following the effective date of the transaction, (b)
acquisition by any entity or group of direct or indirect beneficial ownership in
the aggregate of securities of Artisan Components then issued and outstanding
representing forty percent (40%) or more of the total combined voting power of
the party, or (c) a sale of all or substantially all of Artisan Components'
assets.
Neither this Master License Agreement nor the License Agreement nor any
rights or obligations hereunder or thereunder, in whole or in part, shall be
assignable by operation of law, or in connection with a Change of Control or
otherwise, or otherwise transferable, by Licensee except upon prior written
approval of Artisan Components. Such approval shall not be unreasonably
withheld. Any unauthorized attempt by Licensee to assign or transfer this Master
License Agreement or the License Agreement or any rights or obligations
hereunder or thereunder shall be null and void.
Artisan Components may sell or assign the License Fees and any technical
support and maintenance fees owing under the License Agreement to third parties
(each, an "Assignee"). Upon written notice to Licensee that the right to such
License Fees and technical support and maintenance fees has been assigned, in
whole or in part, Licensee shall, if requested, pay all assigned amounts
directly to Assignee. In addition, Artisan may subcontract its duties of
maintenance and support so long as it remains responsible for those duties under
this Agreement.
19. NOTICE
Any notices required to be given pursuant to this Master License
Agreement or the License Agreement shall be in writing, sent via certified mail,
return receipt requested, express overnight courier, or by facsimile (a
confirmed copy of which to be sent promptly by mail to addressee) to the address
of Artisan Components or Licensee as set forth below or to such other address as
may be specified from time to time by notice in writing, and such notice shall
be deemed to have been received on the earlier of (a) the date when actually
received or (b) if by facsimile, when the sending party shall have received a
facsimile confirmation that the message has been received by the receiving
party's facsimile machine.
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If to Artisan Components: If to Licensee:
Artisan Components, Inc. National Semiconductor Corporation
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Mail Stop ▇▇-▇▇▇
[***] ▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
With a copy to:
[***], Artisan Components, Inc. [***]
at the same address
20. SEVERABILITY AND WAIVER
20.1 The invalidity or unenforceability of any particular provision of this
Master License Agreement or License Agreement shall not affect the other
provisions of this Master License Agreement or the License Agreement,
respectively, and shall be construed in all respects as if such invalid or
unenforceable provisions were omitted.
20.2 The waiver by either party of any default or breach of this Master License
Agreement or the License Agreement shall not constitute a waiver of any other
subsequent default or breach.
20.3 Failure or delay by either party in exercising any right or power hereunder
shall not operate as a waiver of such right or power.
21. INDEMNIFICATION BY LICENSEE
21.1 Licensee shall, at its own expense, defend or at its option, settle any
claim, suit or proceeding brought by a third party against Artisan Components or
its officers, directors or employees (i) for any product liability claim for
death, personal injury or property damage related to the Licensed Integrated
Circuits (ii) Licensee's gross negligence or willful misconduct, and (iii)
Artisan Components' authorized use of the Required Data. Licensee shall pay any
settlement amounts or damages finally awarded in such claim, suit or proceeding;
provided that Artisan Components: (a) promptly notifies Licensee in writing of
such claim, suit or proceeding, (b) gives Licensee sole control over the defense
and/or settlement of such claim, suit or proceeding; and (c) reasonably
cooperates and provides all available information, assistance and authority to
defend or settle the claim, suit or proceeding. Licensee shall not be liable for
any costs, expenses, damages or fees incurred by Artisan Components in defending
such action or claim unless authorized in advance in writing by Licensee.
--------------------------
[***] Confidential treatment requested pursuant to a request for confidential
treatment filed with the Securities and Exchange Commission. Omitted portions
have been filed separately with the Commission.
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21.2 The Licensed Product(s) are not specifically developed or licensed for use
in the planning, construction, maintenance, operation or other use of
military/aerospace and life support applications. Licensee agrees that Artisan
Components shall not be liable for any claims, losses, costs or liabilities
arising from such use if Licensee or its distributors or customers use the
Licensed Product(s) for such applications (except those that would otherwise
arise under this Agreement). Licensee agrees to indemnify and hold Artisan
Components harmless from any claims, losses, costs, and liabilities arising out
of or in connection with the use of the Licensed Product(s) or Licensed
Integrated Circuits in (a) life support applications, or (b) military/aerospace
applications, if such Licensed Integrated Circuits were marketed and sold as
having increased reliability in military/aerospace applications due to
additional testing performed by Licensee and/or its agents.
22. ATTORNEYS' FEES
The prevailing party in any action to enforce the terms of this Master
License Agreement or the License Agreement shall be entitled to reasonable
attorneys' fees and other costs and expenses incurred by it in connection with
such action.
23. MISCELLANEOUS TERMS
23.1 The relationship of the parties hereto is that of independent contractors,
and neither party is an employee, agent, partner or joint venturer of the other.
23.2 Except for payments due under the License Agreement by Licensee, neither
party shall have liability for its failure to perform its obligations under this
Master License Agreement or the License Agreement when due to circumstances
beyond its reasonable control.
23.3 If Licensee distributes the Front-End Views and/or Back-End Views, as
authorized herein, to an agency, department, or other entity of the United
States Government ("Government"), the Government's use, reproduction, release,
modification, disclosure or transfer of the Licensed Product(s), or of any
related documentation of any kind, including technical data, is restricted in
accordance with Federal Acquisition Regulation ("FAR") 12.212 for civilian
agencies and Defense Federal Acquisition Regulation Supplement ("DFARS")
227.7202 for military agencies. The Licensed Products are commercial. The use of
the Licensed Product(s) by any Government agency, department, or other entity of
the Government, is further restricted in accordance with the terms of the
License Agreement, or any modification hereto. Licensee will affix the following
legend before delivery to the Government of each of the Front-End Views and/or
Back-End Views to be delivered to the Government:
Use, duplication, reproduction, release, modification, disclosure or transfer of
this commercial product and accompanying documentation, is restricted in
accordance with FAR 12.212 and DFARS 227.7202, and by a license agreement.
Contractor/manufacturer is: Artisan Components, Inc., ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
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23.4 BOTH PARTIES ACKNOWLEDGE THAT THIS MASTER LICENSE AGREEMENT INCLUDING THE
EXHIBITS AND APPENDICES ATTACHED HERETO AND THE PRODUCT SCHEDULE CONSTITUTE THE
COMPLETE AND EXCLUSIVE STATEMENT OF THE MUTUAL UNDERSTANDING OF THE PARTIES AND
SUPERSEDES AND CANCELS ALL CONFLICTING TERMS AND CONDITIONS AND ALL PREVIOUS AND
CONTEMPORANEOUS WRITTEN AND ORAL AGREEMENTS AND COMMUNICATIONS RELATING TO THE
SUBJECT MATTER HEREOF, INCLUDING ANY TERMS AND CONDITIONS THAT MAY BE INDICATED
IN ANY LICENSEE PURCHASE ORDER. NEITHER THIS MASTER LICENSE AGREEMENT NOR THE
LICENSE AGREEMENT SHALL BE MODIFIED, SUPPLEMENTED, QUALIFIED, OR INTERPRETED BY
ANY TRADE USAGE OR PRIOR COURSE OF DEALING NOT MADE A PART OF THIS MASTER
LICENSE AGREEMENT OR THE LICENSE AGREEMENT BY ITS EXPRESS TERMS. NEITHER THIS
MASTER LICENSE AGREEMENT NOR THE LICENSE AGREEMENT SHALL BE MODIFIED OR AMENDED
EXCEPT IN WRITING AND EXECUTED BY DULY AUTHORIZED REPRESENTATIVES OF BOTH
PARTIES.
BOTH PARTIES ACKNOWLEDGE THAT THEY HAVE READ THIS MASTER LICENSE
AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS AS
EVIDENCED BY THEIR SIGNATURES BELOW.
ARTISAN COMPONENTS, INC. LICENSEE
By: [***] By: [***]
Signature of an Officer Signature of an Authorized
of the Corporation Representative
Name: [***] Name: [***]
Printed name of the Printed name of the
Signing Officer Authorized Representative
Title: [***] Title: [***]
Date: 3/8/01 Date: 3/7/01
--------------------------
[***] Confidential treatment requested pursuant to a request for confidential
treatment filed with the Securities and Exchange Commission. Omitted portions
have been filed separately with the Commission.
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INDEX TO EXHIBITS
EXHIBIT A: ENGINEERING CHANGE ORDER REQUEST FORM
EXHIBIT B: ENGINEERING CHANGE ORDER RESPONSE FORM
EXHIBIT C: PRODUCT SCHEDULE
APPENDIX 1 TO EXHIBIT C: LICENSED PRODUCTS AND OTHER TERMS
APPENDIX 2 TO EXHIBIT C: FEES
APPENDIX 3 TO EXHIBIT C: MAINTENANCE AND SUPPORT
EXHIBIT D: ARTISAN [***]
EXHIBIT E: THREE-WAY NDA
EXHIBIT F: FORM OF TAPE-OUT INFORMATION SHEET
EXHIBIT G: PRODUCT SPECIFICATIONS
EXHIBIT H: QUOTE
--------------------------
[***] Confidential treatment requested pursuant to a request for confidential
treatment filed with the Securities and Exchange Commission. Omitted portions
have been filed separately with the Commission.
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EXHIBIT A
TO
MASTER LICENSE AGREEMENT
ENGINEERING CHANGE ORDER
(ECO) REQUEST FORM
PRODUCT SCHEDULE NO. ____
REQUEST NO. ____
Customer: Date:
Requestor: Phone:
E-mail Address: Fax:
Project:
This Engineering Change Order Form (ECO)
is to be used as an official
notification to Artisan Components of
any changes in design or specification
made to a project. Once this form has
been received, Artisan Components will
evaluate the schedule and cost impacts
of these changes and inform you of the
results.
Description of Requested Change:________
________________________________________
________________________________________
________________________________________
________________________________________
________________________________________
________________________________________
________________________________________
________________________________________
Requestor's Signature: _________________
Engineering Manager's Approval: ________
24
EXHIBIT B
TO
MASTER LICENSE AGREEMENT
ENGINEERING CHANGE ORDER
(ECO) RESPONSE FORM
PRODUCT SCHEDULE NO. ____
REQUEST NO. ____
Customer:
Requestor: Phone:
E-mail Address: Fax:
Project:
Artisan Components has evaluated your
attached ECO request, its impact on your
schedule and any additional charges
associated with the request. This
evaluation is described below:
________________________________________
________________________________________
In summary, this change will:
* Add ______ working days to the
schedule
* Will not impact the schedule
* Require an increase/decrease
in the cost
* Will not impact the cost of your
project of $________ additional
charges, payable upon the following
terms: [***] upon Artisan Components
Project Management approval, net
[***], and [***] upon Licensee's
receipt of the ECO delivery, net
[***].
Please sign this form to acknowledge
that you understand the impact of your
requested changes. Signing the Refusal
indicates that you do not authorize
Artisan Components to proceed with the
requested change(s). Signing the
Acceptance
--------------------------
[***] Confidential treatment requested pursuant to a request for confidential
treatment filed with the Securities and Exchange Commission. Omitted portions
have been filed separately with the Commission.
25
authorizes Artisan Components to proceed
with these changes. If additional costs
are indicated, then the buyer's
signature is required. This form must be
signed and returned to Artisan
Components by__________________________.
Requestor's Refusal:____________________
Date:_____
Requestor's Acceptance: ________________
Date:_____
Buyer's Approval: ______________________
Date:_____
Artisan Components Sales Approval: _____
Date:_____
Artisan Components Project Management
Approval: ______________________________
Date:_____
26
EXHIBIT C
TO
MASTER LICENSE AGREEMENT
(FORM OF) PRODUCT SCHEDULE
This PRODUCT SCHEDULE Number NSC010228-PS (this "Product Schedule") is
made in connection with that certain Master License Agreement, Number NSC010228,
with an Effective Date of February 28, 2001 (the "Master License Agreement"), by
and between ARTISAN COMPONENTS, INC., a Delaware corporation, with its principal
place of business at ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
(hereinafter referred to as "Artisan Components"), and National Semiconductor
Corporation, a Delaware corporation with its principal place of business at ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (hereinafter referred to as
"Licensee"). This Product Schedule is made effective as of February 28, 2001
(the "License Agreement Effective Date").
RECITALS
The parties desire to license certain Licensed Product(s) described
herein pursuant to the terms and conditions of the Master License Agreement and
this Product Schedule.
AGREEMENT
1. LICENSED PRODUCT(S).
(a) LICENSED PRODUCT(S). The parties agree that the terms and conditions
of the Master License Agreement are incorporated herein by this reference, and
Appendix 1 to this Product Schedule is added to and made a part of this Product
Schedule. The Licensed Product(s) described in Appendix 1 are Licensed
Product(s) for purposes of the Master License Agreement and this Product
Schedule. Appendix 1 sets forth the Deliverables and Delivery Schedule relating
to the Licensed Product(s).
(b) PAYMENT FOR LICENSED PRODUCT(S). The License Fees, Royalties and
Maintenance Fees for the Licensed Product(s) are set forth in Appendix 2 to this
Product Schedule. Appendix 2 is added to and made a part of this Product
Schedule.
(c) TECHNICAL SUPPORT AND MAINTENANCE. Artisan Components will provide
Licensee with the technical support and maintenance described in Appendix 3 to
this Product Schedule for the Licensed Product(s). Appendix 3 is added to and
made a part of this Product Schedule.
2. LICENSE AGREEMENT TERM. This License Agreement is effective as of the License
Agreement Effective Date and shall remain in full force and effect for a period
of five (5) years, unless earlier terminated as provided in the Master License
Agreement. Unless earlier terminated as provided in the Master License
Agreement, the License Agreement will automatically renew at the end of each
term for consecutive one (1) year renewal periods, unless either party notifies
the other at least [***] prior
--------------------------
[***] Confidential treatment requested pursuant to a request for confidential
treatment filed with the Securities and Exchange Commission. Omitted portions
have been filed separately with the Commission.
27
to the end of the then current term that it does not desire the License
Agreement to renew for another year.
3. GENERAL. Unless otherwise defined in this Product Schedule, capitalized terms
used in this Product Schedule shall have the same meaning as set forth in the
Master License Agreement.
Accepted and Agreed To:
ARTISAN COMPONENTS, INC. LICENSEE
By: [***] By: [***]
Signature of an Officer Signature of an Authorized
of the Corporation Representative
Name: [***] Name: [***]
Printed name of the Printed name of the
Signing Officer Authorized Representative
Title: [***] Title: [***]
Date: 3/8/01 Date: 3/7/01
--------------------------
[***] Confidential treatment requested pursuant to a request for confidential
treatment filed with the Securities and Exchange Commission. Omitted portions
have been filed separately with the Commission.
28
APPENDIX 1
TO
PRODUCT SCHEDULE NO. 1
LICENSED PRODUCT(S), DELIVERABLE(S), TARGET DELIVERY DATES AND REQUIRED DATA
I. LICENSED PRODUCT(S)
A. TSMC 025um PROCESS PRODUCTS:
- SAGE Standard Cell Library
- Single Port High Density SRAM Generator
- Dual Port High Density SRAM Generator
- Dual Port Register File Generator
- Diffusion ROM Generator
- Metal ROM Generator
- SAGE I/O Library, In-Line
- SAGE I/O Library, Staggered
- ArtNuvo Library Verification Vehicle
B. TSMC 0.18um PROCESS PRODUCTS:
- SAGE-X Standard Cell Library
- Single Port SRAM Generator
- Dual Port SRAM Generator
- Single Port Register File Generator
- Dual Port Register File Generator
- Diffusion ROM Generator
- Metal ROM Generator
- SAGE I/O Library, In-Line
- SAGE I/O Library, Staggered
29
- ArtNuvo Library VerificationVehicle
C. TSMC 0.15um PROCESS PRODUCTS:
- SAGE-X2 Standard Cell Library
- Single Port SRAM Generator
- Dual Port SRAM Generator
- Single Port Register File Generator
- Dual Port Register File Generator
- Diffusion ROM Generator
- Metal ROM Generator
- SAGE I/O Library, In-Line
- SAGE I/O Library, Staggered
- ElectroArt I/O Evaluation Vehicle or Equivalent Results
- ArtNuvo Library VerificationVehicle
D. TSMC 0.13um PROCESS PRODUCTS:
- SAGE-X3 Standard Cell Library
- Single Port SRAM Generator
- Dual Port SRAM Generator
- Single Port Register File Generator
- Dual Port Register File Generator
- Diffusion ROM Generator
- Metal ROM Generator
- SAGE I/O Library, In-Line
- SAGE I/O Library, Staggered
- ElectroArt I/O Evaluation Vehicle or Equivalent Results
- ArtNuvo Library VerificationVehicle
30
II. DELIVERABLES
The Deliverables are described in more detail on the individual product
specifications, which are attached as Exhibit F.
III. TARGET DELIVERY DATES
The Target Delivery Dates are described in the attached Quote (Exhibit
G), and are estimates.
IV. RECEIVABLE DATA
Receivable Data is described in the attached Quote (Exhibit G).
31
APPENDIX 2
TO
PRODUCT SCHEDULE NO. 1
LICENSE FEES, ROYALTIES, AND TECHNICAL SUPPORT AND MAINTENANCE FEES
I. LICENSE FEES
License Fees are set forth on the attached Quote (Exhibit G)
II. ROYALTIES
Licensee shall pay to Artisan Components (in addition to the License
Fees) the following running royalties with respect to all components [***] or
[***]:
[***] per Wafer manufactured for [***] and [***]
[***] per Wafer manufactured for [***] and [***]
If Licensee [***] a [***] that is not [***] a [***] with [***] (as
described in Section [***] of the Master License Agreement), then the royalty
rate is [***] per Wafer until the [***] is [***] a [***] with [***] for those
products.
III. TECHNICAL SUPPORT AND MAINTENANCE FEES
[***] per year per technology (i.e., [***] per year for products set
forth in Section A of Appendix 1, [***] per year for products set forth in
Section B of Appendix 1, [***] per year for products set forth in Section C of
Appendix 1, and [***] per year for products set forth in Section D of Appendix
1).
--------------------------
[***] Confidential treatment requested pursuant to a request for confidential
treatment filed with the Securities and Exchange Commission. Omitted portions
have been filed separately with the Commission.
32
APPENDIX 3
TO
PRODUCT SCHEDULE NO. 1
TECHNICAL SUPPORT AND MAINTENANCE
This Support and Maintenance Appendix to License Agreement (this
"Appendix"), upon due completion and execution hereof, serves to amend that
certain License Agreement (the "License Agreement") comprised of that certain
Master License Agreement Number NSC010228, dated February 28, 2001, and that
certain Product Schedule Number NSC010228-PS, dated February 28, 2001, by and
between Artisan Components, Inc., a Delaware corporation, with its principal
place of business at ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
(hereinafter referred to as "Artisan Components"), and National Semiconductor
Corporation, a Delaware corporation with its principal place of business at ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (hereinafter referred to as
"Licensee").
RECITALS
The parties desire to amend the License Agreement to provide for the
following obligations and responsibilities of the parties relating to the
provisioning of technical support and maintenance for the Licensed Product(s).
The parties agree the below terms and conditions are added to and made a
part of the License Agreement:
APPENDIX
1. DEFINITIONS.
(a) "Error" means a software problem or layout defect in the Licensed
Product deliverables provided by Artisan Components which causes a failure of
the Licensed Product(s) to substantially conform to the material specifications
described in Appendix 1 to the Product Schedule. Errors do not include (i)
defects requiring silicon debugging and product engineering as described in
Section 6 below, (ii) changes to Licensed Product(s) to work with new or
different versions of EDA tools or operating systems, or (iii) changes to
Licensed Product(s) to work with process rule changes (i.e.,
recharacterizations).
(b) "Workaround" means a change in the way Licensee accomplishes a task
using the Licensed Product, which may be of a temporary nature, to help avoid
the Error.
(c) "Support Liaison(s)" means not more than [***] Licensee technical
support personnel authorized to contact Artisan Components for purposes of
obtaining support and maintenance under the License Agreement.
(d) "Update" means Update as defined in the License Agreement.
--------------------------
[***] Confidential treatment requested pursuant to a request for confidential
treatment filed with the Securities and Exchange Commission. Omitted portions
have been filed separately with the Commission.
33
2. ARTISAN COMPONENTS' SUPPORT SERVICES.
Artisan Components will provide the following Support Services for the
Licensed Product(s):
(a) Telephone Hotline Support: Artisan Components' technical services
engineers will be available by telephone during Standard Hours (9:00 a.m. until
5:00 p.m. Pacific Local Time, Monday through Friday, excluding holidays on which
Artisan Components is not open for business) to answer questions from the
Support Liaison(s) about the installation and use of the Licensed Product(s),
including aiding in the diagnosis and resolution of Errors in the Licensed
Product(s). Artisan Components shall make reasonable commercial efforts to
respond to all Technical Support telephone calls within [***] from the time they
are received.
(b) E-mail and Facsimile ("Fax") support: Artisan Components' technical
services engineers will be available by e-mail and Fax during Standard Hours for
the same purposes as listed under Telephone Hotline Support. Artisan Components
shall make reasonable commercial efforts to acknowledge by return e-mail all
Technical Support requests via Fax or e-mail within [***] from the time they are
received.
(c) Designated Contacts: Artisan Components will designate no more than
[***] Artisan Components technical employees to act as Technical Support
Contacts between Licensee and Artisan Components. This list may be modified from
time to time by Artisan Components as is necessary in the conduct of its
business. In addition, Artisan Components will designate a [***] responsible for
priority escalation and ensuring Licensee is satisfied with the level of support
received.
3. CORRECTION OF LICENSED PRODUCT ERRORS.
(a) Artisan Components agrees to use commercially reasonable efforts to
respond to reported Errors based upon the severity of the Error as follows:
(i) Critical Error. Licensee is unable to use the Licensed Product(s)
because of suspected or actual Errors in the Licensed Product(s). Artisan
Components will respond to Critical Errors by assigning a technician to
investigate the Error within [***] from the time the Licensee reports the Error.
Artisan Components will use commercially reasonable efforts to provide a
Workaround or an Update to fix Critical Errors as soon as practical.
(ii) Moderate Error. Licensee is able to use the Licensed Product(s)
but is experiencing suspected or actual Errors in the Licensed Product(s)
causing interruption of Licensee's use of the Licensed Product(s). Artisan
Components will respond to Moderate Errors by making commercially reasonable
efforts to assign a technician to investigate the Error within [***] from the
time the Licensee reports the Error, and to reply to License within [***].
Artisan Components will use commercially reasonable efforts to provide a
Workaround as soon as practical, or to provide an Update to fix the Error in a
[***] to [***] by [***].
(iii) Minor Error. Licensee is experiencing a suspected or actual
Error in the Licensed Product(s) that limits some functionality of the Licensed
Product(s) or Licensee's support personnel
--------------------------
[***] Confidential treatment requested pursuant to a request for confidential
treatment filed with the Securities and Exchange Commission. Omitted portions
have been filed separately with the Commission.
34
need assistance or information regarding the Licensed Product(s). Artisan
Components will make a commercially reasonable effort to respond to requests for
information within [***] and, if required, provide an Update within [***].
(b) With respect to Critical Errors, in the event Artisan Components
cannot find a correction or Workaround to the Critical Error within [***] of
[***], the parties will discuss having Artisan Components' engineer(s) visit
Licensee's facilities to investigate and find a solution. In such event, if the
parties agree that the correction/Workaround may be more quickly achieved with
Artisan Components' engineer(s) on-site at Licensee's facilities, Artisan
Components will, at its expense, send one or more engineers to Licensee's
facilities as reasonably necessary to investigate and find a solution to the
Critical Error(s). If it is later found that such Critical Error is not
attributable to the Licensed Product(s) in the form as delivered by Artisan
Components (e.g., it is caused by third party software or modifications made by
Licensee, etc.), Licensee agrees to reimburse Artisan Components for its
reasonable travel, lodging and food expenses related to sending its engineers to
Licensee's site, plus the current engineering fees as described in Section 6
below.
4. UPDATES AND ADDITIONAL SUPPORT.
Artisan Components agrees to provide Licensee one copy of each new
Update when such Update is commercially released by Artisan Components to its
other existing customers, or, if earlier, when such Updates are prepared
hereunder for Licensee and in Artisan Components' discretion are ready for
release to Licensee. Artisan Components shall be obligated hereunder to support
only the then-current Licensed Product(s) and, for a period of [***] following
the date of release of the then-current Licensed Product(s), the immediately
preceding Update of the Licensed Product(s). Any and all Updates provided to
Licensee hereunder (including but not limited to Error corrections) are part of
the Licensed Product(s) and subject to all the terms and conditions of the
License Agreement.
Artisan Components will support Licensee's failure analysis efforts by
providing necessary design related information for the Licensed Products to
Licensee's failure analysis team, upon Licensee's reasonable request. Such
design information will be considered to be Artisan Components' Confidential
Information, and subject to the terms of this Agreement regarding Confidential
Information.
5. MAINTENANCE AND SUPPORT RESPONSIBILITIES OF LICENSEE.
In addition to the payment obligations set forth herein, Licensee shall
be responsible for the following:
(a) Licensee will maintain a list of no more than [***] who will act as
Support Liaison(s) between Licensee and Artisan Components. Support Liaison(s)
shall be knowledgeable in the installation and use of the Licensed Product(s).
This list of Support Liaison(s) may be modified by Licensee as is necessitated
by employee turnover and reassignments.
(b) Support Liaison(s) will promptly report all Errors in the Licensed
Product(s) as they are discovered and will make good faith efforts to analyze
problems and recommend Workarounds.
--------------------------
[***] Confidential treatment requested pursuant to a request for confidential
treatment filed with the Securities and Exchange Commission. Omitted portions
have been filed separately with the Commission.
35
(c) Licensee will implement the Workarounds and/or Updates promptly.
(d) Licensee will provide sufficient information and assistance to
Artisan Components in order for Artisan Components to exercise its support
obligations in this Appendix, including but not limited to providing sufficient
information to enable Artisan Components to replicate the Error.
(e) In the event Licensee desires Artisan Components to utilize third
party software in Licensee's possession to replicate an Error and provide
support and/or maintenance hereunder, except as the parties may otherwise agree,
Licensee is responsible for obtaining and maintaining during the term of this
Agreement, and Licensee represents that it has obtained, all necessary rights
and licenses, at Licensee's expense, from the licensors of the third party
software to authorize and enable Artisan Components to perform its obligations
under this Agreement relating to the third party software used with the Licensed
Product(s).
6. LIMITS OF SCOPE OF SUPPORT AND MAINTENANCE.
This Appendix sets forth the parties' rights and responsibilities with
respect to Artisan Components' support and maintenance of the Licensed
Product(s) and Updates thereto only during the period for which Licensee pays
for support as set forth herein. Except as may otherwise be specified in the
Master License Agreement, License Agreement or other agreement entered into
between the parties, Artisan Components has no obligation to provide Licensee
any support or maintenance services or Updates except as set forth under this
Appendix.
Notwithstanding anything to the contrary herein, the design and
verification techniques for the Licensed Product(s) used by Artisan Components
depend on the accuracy of models, flows and design tools, some of which are
provided by Artisan Components' licensees and their target foundries. Due to
practical limits on the accuracy of these models, flows and design tools, the
fabricated silicon behavior may not always agree with that predicted. In these
cases, upon Licensee's request and upon a mutually agreed upon schedule, Artisan
Components will assist the Licensee in silicon debugging.
Silicon debugging is provided at [***] for (a) debugging necessary
because of defects in the Licensed Product and (b) for each of the four (4)
Licensed Products, up to [***] of debugging not covered by (a). Artisan
Components will provide silicon debugging in addition to the foregoing, as well
as product engineering, subject to mutual agreement and at Artisan Components'
then current standard hourly rate plus applicable expenses.
Furthermore, Artisan Components has no obligation to provide any support
or maintenance for any modifications made to the Licensed Product(s) by or for
Licensee (other than by Artisan Components) (including Modifications, as defined
in Section 2.7 of the Master License Agreement). If Licensee reports an error or
requests information relating to use of the Licensed Product, such reported
error or information request must relate to use of the Licensed Product(s) in
the form as provided by Artisan Components. If Artisan Components spends any
time or resources on any error reports or information requests that are found
attributable to Licensee's modifications (or how to make modifications to) the
Licensed Product, Artisan Components may charge Licensee Artisan
--------------------------
[***] Confidential treatment requested pursuant to a request for confidential
treatment filed with the Securities and Exchange Commission. Omitted portions
have been filed separately with the Commission.
36
Components' then current hourly engineering fees and reasonable out of pocket
expenses for all time and resources expended by Artisan Components on such
matter(s). Licensee will pay any such invoices [***] from the date of the
invoice.
Artisan Components shall have no responsibility for analyzing or
correcting errors in any third party software (other than to cooperate in
providing information about the Licensed Product(s) to the Licensee) or testing
any third party software. Artisan Components shall not be responsible under this
Appendix to modify Licensed Product(s) to operate with any new or different
versions of third party software or any new third party software products.
7. TERM.
(a) Unless terminated as set forth hereunder, the maintenance and
support to be provided hereunder shall be available on a yearly basis, with the
initial yearly maintenance period beginning [***] after delivery of the Licensed
Product(s) ("Maintenance Commencement Date") and ending one (1) year later.
Thereafter, the term of this Appendix shall renew on the anniversary date of the
Maintenance Commencement Date for consecutive one (1) year terms, if Artisan
Components sends an invoice to Licensee and if Licensee pays that invoice, or
upon other mutual written agreement.
(b) This Appendix, which is made a part of the License Agreement, may be
terminated as set forth in Section 7 of this Appendix or in Section 10 of the
Master License Agreement. Termination of this Appendix does not necessarily mean
termination of the Master License Agreement, but termination of the Master
License Agreement will be considered to be termination of this Appendix.
8. SUPPORT AND MAINTENANCE PAYMENT.
(a) For each yearly period under the term of this Appendix, Licensee
must pay an annual support and maintenance fee ("Annual Maintenance Fee"). The
Annual Maintenance Fee is due in full for the initial one (1) year term of this
Appendix on or before the [***]. Thereafter, the Annual Maintenance Fee shall be
due and payable in full on or before the [***] of the consecutive one (1) year
renewal term for which payment is due.
(b) The Annual Maintenance Fee is set forth in Appendix 2 to the Product
Schedule.
--------------------------
[***] Confidential treatment requested pursuant to a request for confidential
treatment filed with the Securities and Exchange Commission. Omitted portions
have been filed separately with the Commission.
37
9. GENERAL.
Except as set forth herein, all terms and conditions of the License
Agreement shall remain in full force and effect. Unless otherwise defined in
this Appendix, capitalized terms used in this Appendix shall have the same
meaning as set forth in the License Agreement.
ARTISAN COMPONENTS, INC. LICENSEE
By: [***] By: [***]
Signature of an Officer Signature of an Authorized
of the Corporation Representative
Name: [***] Name: [***]
Printed name of the Printed name of the
Signing Officer Authorized Representative
Title: [***] Title: [***]
Date: 3/8/01 Date: 3/7/01
--------------------------
[***] Confidential treatment requested pursuant to a request for confidential
treatment filed with the Securities and Exchange Commission. Omitted portions
have been filed separately with the Commission.
38
EXHIBIT D
[***]
[***]
--------------------------
[***] Confidential treatment requested pursuant to a request for confidential
treatment filed with the Securities and Exchange Commission. Omitted portions
have been filed separately with the Commission.
39
EXHIBIT E: THREE-WAY NDA
40
ARTISAN COMPONENTS, INC.
MULTIPLE PARTY NONDISCLOSURE AND RESTRICTED USE AGREEMENT
This Multiple Party Nondisclosure Agreement (this "Agreement") is made effective
as of the _____ day of _____________ 2001 (the "Effective Date"), by and among
Artisan Components, Inc., a Delaware Corporation ("ARTISAN COMPONENTS"), Artisan
Components' customer (as defined below, "CUSTOMER"), and Customer's vendor (as
defined below, "RECIPIENT").
"CUSTOMER" "RECIPIENT"
Name: ____________________________ Name: __________________________
Address: _________________________ Address: _______________________
__________________________________ ________________________________
__________________________________ ________________________________
"LIMITED BUSINESS PURPOSE" (describe below)
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
1. CONFIDENTIAL INFORMATION. The parties desire to have Customer disclose
to Recipient certain confidential products and related product
documentation of Artisan Components consisting of the following
(describe and categorize by Front-End Views, if any and/or Back-End
Views, if any):_________________________________________________________
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
________________________________________("Artisan Components Products").
The parties acknowledge that the Artisan Components Products, including
but not limited to information learned by the Recipient relating to the
Artisan Components Products in the course of carrying out the Limited
Business Purpose and/or from employees or agents of Customer and Artisan
Components, such as formulas, databases, software, algorithms, know-how,
schematics, circuit designs, cell libraries, memory generators,
inventions, processes, trade secrets and personnel, will all be
considered "Confidential Information" of Artisan Components.
Confidential Information shall not include information that: (a) is now
or subsequently becomes generally available to the public through no
fault or breach of Recipient; (b) Recipient can demonstrate was
rightfully in its possession prior to disclosure to Recipient by Artisan
Components or Customer and without restriction; (c) is independently
developed by Recipient without use of persons who had any access to the
Confidential Information; or (d) Recipient rightfully obtains from a
third party who has the right to transfer or disclose it without any
limitation on further disclosures or use.
2. USE OF CONFIDENTIAL INFORMATION. Recipient agrees to accept Confidential
Information solely for use in connection with the Limited Business
Purpose above. Recipient will not disclose, publish, or disseminate
Confidential Information to anyone other than those of its employees
with a need to know in order to carry out the Limited Business Purpose.
Recipient agrees to use reasonable care, but in no event no less than
the same degree of care that it uses to protect its own confidential and
proprietary information of similar importance, to prevent the
unauthorized use, disclosure, publication and dissemination of
Confidential Information. Recipient agrees not to use Confidential
Information otherwise for its own benefit or any third party's benefit
without the prior written approval of an authorized representative of
Artisan Components. Recipient may disclose Confidential Information if
41
required by any judicial or governmental order, provided that Recipient
takes reasonable steps to first give Artisan Components sufficient prior
notice to contest such order.
If Back-End Views are being provided to Recipient as part of the Artisan
Component Products, then the following applies:
Recipient further agrees that only its full-time employees who
sign an Acknowledgment in the form of Exhibit A (and which must
be delivered to Artisan Components), may have access to the
Artisan Components Products; and
Without limiting the generality of the other provisions in this
Agreement, if Recipient, or any affiliated company of Recipient
(e.g., subsidiary, parent, etc.) is in, or enters into, the
business of developing and/or marketing for commercial purposes
standard cells, I/O cells and/or embedded memories ("Competitive
Entity"), Recipient agrees to take steps to ensure that the
Back-End Views will not be made available to personnel working
for the Competitive Entity (e.g., it will not be placed on
servers to which the Competitive Entity has access, etc.).
3. OWNERSHIP OF CONFIDENTIAL INFORMATION. All Confidential Information
remains the property of Artisan Components and/or its licensors and no
license or other rights to Confidential Information are granted or
implied hereby.
4. NO WARRANTY. All information is provided "AS IS" and without any
warranty, express, implied, statutory, or otherwise, regarding its
accuracy or performance.
5. TERM. The term of this Agreement will continue until terminated as set
forth below.
a) Any party may terminate this Agreement at any time, without cause, upon
at least fifteen (15) days prior written notice to the other parties.
b) Artisan Components and Customer may each individually, or together
collectively, terminate this Agreement upon written notice to the other
parties in the event Recipient is in breach of this Agreement.
c) This Agreement will terminate automatically upon the termination of the
license agreement between Artisan Components and Customer under which
the Artisan Components Products are licensed to Customer.
d) This Agreement will terminate automatically upon the termination of the
agreement(s) between Customer and Recipient under which the Customer is
retaining Recipient for the Limited Business Purpose.
Recipient's obligations hereunder relating to the Confidential
Information shall survive any termination of this Agreement. Upon any
termination of this Agreement for any reason, Recipient will promptly
return to Artisan Components all tangible Confidential Information,
including but not limited to all computer programs, documentation,
notes, plans, drawings, and copies thereof. With respect to Confidential
Information stored in electronic form, Recipient shall delete all such
Confidential Information from its systems and shall confirm in a writing
signed by an authorized representative of Recipient, that all
Confidential Information has been deleted and returned as set forth
above.
6. NO EXPORT. Recipient certifies that no Confidential Information, or any
portion thereof, will be exported to any country in violation of the
export laws and regulations of the United States government.
7. ENTIRE AGREEMENT AND GOVERNING LAW. Except as between Artisan Components
and Customer under the license agreement between Artisan Components and
Customer, this Agreement constitutes the entire agreement between the
parties regarding the Confidential Information and supersedes all prior
or contemporaneous oral or written agreements concerning such
Confidential Information. This Agreement
2
42
may not be amended except by a written agreement signed by authorized
representatives of the parties. This Agreement will be governed by and
construed in accordance with the laws of the State of California,
excluding its conflict of laws provisions.
Understood and agreed to by the duly authorized representatives of the parties:
ARTISAN COMPONENTS, INC. CUSTOMER:
By By
-------------------------------- -----------------------------
Name: Name:
---------------------------- ---------------------------
Title: Title:
---------------------------- --------------------------
Date: Date:
----------------------------- ---------------------------
RECIPIENT:
------------------------
By
--------------------------------
Name:
-----------------------------
Title:
----------------------------
Date:
-----------------------------
AE1999
3
43
EXHIBIT A
Acknowledgment Of Nondisclosure and Restricted Use Agreement
I am a full-time employee of _____________________ ("Recipient") and I
acknowledge that I have read and understand the Nondisclosure and Restricted Use
Agreement by and among Artisan Components, Inc., _______________________________
(Customer) and Recipient (the "Agreement"). I understand that the Agreement
applies to me as an employee of Recipient to the extent I have access to the
Artisan Components Products and Confidential Information.
Signature:
---------------------------
Print Name:
-------------------------
Date:
--------------------------------
4
44
EXHIBIT F: FORM OF TAPE-OUT INFORMATION SHEET
45
TAPE-OUT INFORMATION SHEET
----------------------------------------------------------------------------------------------------------------------------------
USER INFORMATION COMPANY NAME
---------------------------------------------------------------------------------------------------------
USER NAME
---------------------------------------------------------------------------------------------------------
PHONE NUMBER
---------------------------------------------------------------------------------------------------------
E-MAIL ADDRESS
---------------------------------------------------------------------------------------------------------
COMPANY LOCATION (city, state,
country)
==================================================================================================================================
INFORMATION CATEGORY Entry #1 Entry #2 Entry #3
---------------------------------------------------------------------------------------------------------
New Entry (N) or Update to
Existing Entry (U)
==================================================================================================================================
TAPE-OUT DETAILS FOUNDRY NAME (TSMC, UMC, or
Chartered)
---------------------------------------------------------------------------------------------------------
PROCESS (0.25(mu)m, 0.25(mu)mE or
0.18(mu)m)
---------------------------------------------------------------------------------------------------------
TAPE-OUT DATE (i.e. January 10,
2000)
---------------------------------------------------------------------------------------------------------
FOUNDRY SALES' NAME (i.e. ▇▇▇▇
▇▇▇▇▇)
---------------------------------------------------------------------------------------------------------
FOUNDRY'S MANUFACTURING PART
NUMBER (i.e. ABC001)(1)
---------------------------------------------------------------------------------------------------------
PARTS OF ARTISAN LIBRARY USED
(Standard Cell, Memory, I/O)
---------------------------------------------------------------------------------------------------------
OPTIONAL INFORMATION INTERNAL DESIGN PROJECT CODE (i.e.
Xer200)
---------------------------------------------------------------------------------------------------------
NATURE OF TAPE-OUT (i.e.
engineering sample, prototype or
production)
---------------------------------------------------------------------------------------------------------
WAFER VOLUME AND CONDITION
---------------------------------------------------------------------------------------------------------
Total number of wafers
---------------------------------------------------------------------------------------------------------
Number of wafers/ month
---------------------------------------------------------------------------------------------------------
Production period (i.e. May
1999 - Feb. 2000)
---------------------------------------------------------------------------------------------------------
USER'S MANUFACTURING CONTROLLER (2)
---------------------------------------------------------------------------------------------------------
Name
---------------------------------------------------------------------------------------------------------
Phone Number
==================================================================================================================================
Instructions:
Please print out the form, fill it out and fax back to [***] at Artisan
Components (fax number [***]), or ask your User Program Manager at Artisan
Components to send you the form in Microsoft Word format (specify version).
Notes:
(1) Foundry's Manufacturing Part Number: Please indicate MPW and the date
(i.e. MPW 3/20/00) if the tape-out is a multi-project test chip.
(2) User's Manufacturing Controller: The business contact who issues wafer
purchase order to foundry.
Artisan Components, Inc. Confidential 6/20/00
Confidential treatment has been requested for portions of this exhibit. The copy
filed herewith omits the information subject to the confidentiality request.
Omissions are designated as [***]. A complete version of this exhibit has been
filed separately with the Securities and Exchange Commission.
46
EXHIBIT G: PRODUCT SPECIFICATIONS
[See Exhibit H]
47
EXHIBIT H: QUOTE
[Attached]
48
[ARTISAN COMPONENTS LOGO]
ARTISAN COMPONENTS CONFIDENTIAL INFORMATION
PRODUCTS, SERVICES AND MAINTENANCE QUOTATION
Quote No.: 8240-JR Revision No.: 5
Original Quote Date: 10/7/99 Revision Date: 2/27/01
Expiration Date: 3/13/01
To: National Semiconductor Corporation [***] Artisan Components, Inc. [***]
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ M/S D3-675 [***] ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ [***]
▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ [***] ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ [***]
----------------------------------------------------------------------------------------------------------------------------------
DELIVERY SCHEDULE
PRODUCT/SERVICE DESCRIPTION ARO* LINE ITEM FEE
----------------------------------------------------------------------------------------------------------------------------------
Multi-process agreement for 0.25um, 0.18um, 0.15um and 0.13um Artisan [***]
package. Specific products and schedule shall be as shown in attachment A.
1. 0.25um Technology [***] library package As shown in attachment A [***]
2. 0.18um Technology [***] library package " [***]
3. 0.15um Technology [***] library package " [***]
4. 0.13um Technology [***] library package " [***]
TOTAL LICENSE FEES: [***]
5. Annual maintenance per process technology (optional) [***]
----------------------------------------------------------------------------------------------------------------------------------
* [***] is defined as [***] of order, [***], and [***] (see attachment A)
required from Customer.
NOTES:
1. RECEIVABLES ASSUMPTION
This quotation is subject to the National Semiconductor/Artisan Components
License Agreement dated February 28, 2001. In the event of any conflict or lack
of detail in this quotation, the terns in the NSC/Artisan agreement shall
govern. All prices are quoted in U.S. Dollars. All payments are due [***], per
the terms of the NSC/Artisan Agreement.
[***] Confidential treatment requested pursuant to a request for confidential
treatment filed with the Securities and Exchange Commission. Omitted portions
have been filed separately with the Commission.
49
ARTISAN COMPONENTS CONFIDENTIAL INFORMATION
The pricing and schedules shown assume that the 0.25um, 0.18um, 0.15um,
and 0.13um receivables information (see receivables requirements listed
in Attachment A) provided by NSC will be [***] to the [***] used for
Artisan's 0.25um, 0.18um, 0.15um, and 0.13um [***] offering.
2. ROYALTY TERMS
Terms of the proposed National Semiconductor/Artisan Components License
Agreement include a royalty fee of [***] per good wafer manufactured
using Artisan IP at NSC. "Good wafer" is defined as an NSC produced
wafer that contains Artisan IP in any form and yields at least one good
die after wafer sort testing. Note that this rate is strictly
confidential between individuals with a need to know within Artisan and
National Semiconductor, and should NOT be disclosed to any other
individuals within NSC or anyone outside of NSC.
3. DELIVERABLE/RECEIVABLE LISTING
Deliverables (specific models, views, and documentation that Artisan
will deliver) are as stated in the mutually agreed to specifications for
each of the library products for each technology. The applicable
specification version number for each product (nearly 40 products in
all) shall be as stated in the then current addendum to the NSC/Artisan
License Agreement.
Receivables (data required from NSC to officially start the schedule
clock) assumptions are stated in attachment A.
[***]
This quotation is subject to the National Semiconductor/Artisan Components
License Agreement dated February 28, 2001. In the event of any conflict or lack
of detail in this quotation, the terns in the NSC/Artisan agreement shall
govern. All prices are quoted in U.S. Dollars. All payments are due [***], per
the terms of the NSC/Artisan Agreement.
[***] Confidential treatment requested pursuant to a request for confidential
treatment filed with the Securities and Exchange Commission. Omitted portions
have been filed separately with the Commission.
50
Attachment A
Artisan Components Quotation No. 8240-JR, Revision 5
for National Semiconductor Corporation
February 27, 2001
PRODUCT/ARCHITECTURE/SCHEDULE MATRIX FOR NATIONAL SEMICONDUCTOR
[***]
Notes:
1. Note that the libraries shown are designed for [***] in each [***].
2. [***] is defined as [***], including signed license agreement and any [***]
required from [***]. Schedules shown do not include [***];[***] for those will
be quoted separately.
3. [***] for [***] will be quoted [***] for those technologies.
4. Deliverables (specific models, views, and documentation that Artisan will
deliver) are as stated in the mutually agreed to specifications for each of the
library products for each technology. The applicable specification version
number for each product (nearly 40 products in all) shall be as stated in the
then current addendum to the NSC/Artisan License Agreement.
RECEIVABLES INFORMATION REQUIRED FROM NATIONAL SEMICONDUCTOR
Artisan needs to receive the following information ("receivables") from the
Customer prior to the official start of the project. [***] are predicated on all
these receivables being in.
[***]
[***] Confidential treatment requested pursuant to a request for confidential
treatment filed with the Securities and Exchange Commission. Omitted portions
have been filed separately with the Commission.
51
Attachment B
Artisan Components Quotation No. 8240-JR, Revision 5
for National Semiconductor Corporation
February 27, 2001
0.25um Technology [***] [***] [***]
-----------------
Standard Cell Library [***] [***] [***]
Single Port SRAM Generator [***] [***] [***]
Dual Port SRAM Generator [***] [***] [***]
Dual Port Register File Generator [***] [***] [***]
Diffusion ROM Generator [***] [***] [***]
Metal ROM Generator [***] [***] [***]
SAGE I/O Library, In-Line, Including ElectroArt [***] [***] [***]
SAGE I/O Library, Staggered [***] [***] [***]
ArtNuvo Library Verification Vehicle [***] [***] [***]
Technology Subtotal: [***] [***] [***]
0.18um Technology [***] [***] [***]
-----------------
Standard Cell Library [***] [***] [***]
Single Port SRAM Generator [***] [***] [***]
Dual Port SRAM Generator [***] [***] [***]
Single Port Register File Generator [***] [***] [***]
Dual Port Register File Generator [***] [***] [***]
Diffusion ROM Generator [***] [***] [***]
Metal ROM Generator [***] [***] [***]
SAGE I/O Library, In-Line [***] [***] [***]
SAGE I/O Library, Staggered [***] [***] [***]
ElectroArt I/O Evaluation Vehicle [***] [***] [***]
ArtNuvo Library Verification Vehicle [***] [***] [***]
Technology Subtotal: [***] [***] [***]
0.15um Technology [***] [***] [***]
-----------------
Standard Cell Library [***] [***] [***]
Single Port SRAM Generator [***] [***] [***]
Dual Port SRAM Generator [***] [***] [***]
Single Port Register File Generator [***] [***] [***]
Dual Port Register File Generator [***] [***] [***]
Diffusion ROM Generator [***] [***] [***]
Metal ROM Generator [***] [***] [***]
SAGE I/O Library, In-Line [***] [***] [***]
SAGE I/O Library, Staggered [***] [***] [***]
ElectroArt I/O Evaluation Vehicle [***] [***] [***]
ArtNuvo Library Verification Vehicle [***] [***] [***]
Technology Subtotal: [***] [***] [***]
--------------------------
[***] Confidential treatment requested pursuant to a request for confidential
treatment filed with the Securities and Exchange Commission. Omitted portions
have been filed separately with the Commission.
52
0.13um Technology [***] [***] [***]
-----------------
Standard Cell Library [***] [***] [***]
Single Port SRAM Generator [***] [***] [***]
Dual Port SRAM Generator [***] [***] [***]
Single Port Register File Generator [***] [***] [***]
Dual Port Register File Generator [***] [***] [***]
Diffusion ROM Generator [***] [***] [***]
Metal ROM Generator [***] [***] [***]
SAGE I/O Library, In-Line [***] [***] [***]
SAGE I/O Library, Staggered [***] [***] [***]
ElectroArt I/O Evaluation Vehicle [***] [***] [***]
ArtNuvo Library Verification Vehicle [***] [***] [***]
Technology Subtotal: [***] [***] [***]
CONTRACT SUBTOTALS: [***] [***] [***]
--------------------------
[***] Confidential treatment requested pursuant to a request for confidential
treatment filed with the Securities and Exchange Commission. Omitted portions
have been filed separately with the Commission.
