EXHIBIT 10.35
[VIRAGE LOGIC LOGO]
MASTER LICENSE AGREEMENT
This Master License Agreement ("Agreement") is made and entered into 8 June 2001
("Effective Date") by and between VIRAGE LOGIC CORPORATION ("Virage Logic"), a
Delaware corporation, with offices at 00000 Xxxxxxx Xxxxxxx, Xxxxxxx, Xxxxxxxxxx
00000 XXX, and STMICROELECTRONICS SA ("Licensee"), a French corporation, with
offices at 00, Xx Xxxxxx Xxxxxxx, 00000 Xxxxxxxxx -- Xxxxxx, (collectively or
individually referred to as "the Parties" or "the Party").
This Agreement is a master license agreement that will govern the
license of certain Virage Logic software products and other technology by Virage
Logic to Licensee and all its Affiliated Companies as defined below. Licensed
Materials will be listed in exhibits attached hereto that may be added upon
mutual agreement from time to time. The first exhibit under this Agreement shall
be known as Exhibit 1 and subsequent exhibits shall be consecutively numbered.
The Parties have agreed on a format for exhibits, which shall serve as a draft
exhibit, to be completed and signed by the Parties for each separate project
(see Appendix A attached hereto).
1. DEFINITIONS.
1.1. "Compiler" means each Virage Logic development tool listed in an
Exhibit, which tool consists of: (i) object code versions of a set of executable
software program(s), (ii) libraries containing design elements of memory cell
arrays and control logic, and (iii) all related documentation. Each Compiler
includes any and all updates, replacements and enhancements thereto that Virage
Logic delivers to the Licensee.
1.2. "Instance(s)" means designs of discrete integrated circuit memory
cell arrays and corresponding control logic, which are either generated for
Licensee by Virage Logic and described in an Exhibit, or are generated by
Licensee or by a third party authorized by this Agreement or the applicable
exhibit acting on behalf of Licensee through subcontracting services through the
use of a Compiler licensed hereunder. Instances may be expressed in GDSII,
hardware definition languages, or other formats. Each Instance includes all
documentation related to the design and any and all updates, replacements and
enhancements thereto that Virage Logic delivers to the Licensee.
1.3. "Licensed Material(s)" means, collectively, the Compiler(s)
licensed hereunder and any Instance(s) generated by Licensee or by a third party
on behalf of Licensee on any Compiler licensed hereunder or generated for
Licensee by Virage Logic.
1.4. "Intellectual Property Rights" means patent rights (including
patent applications and disclosures), mask work rights, copyrights, trade
secrets, know-how and any other intellectual property rights recognized in any
country or jurisdiction of the world; exclusive of trademarks, trade names,
logos, service marks, and other designations of source.
THE SYMBOL "[***]" IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS
BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.
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1.5. "Affiliated Companies" means any company, group or entity
worldwide, at least fifty (50) per cent owned or controlled, directly or
indirectly, now or hereafter by STMicroelectronics NV, a Dutch corporation, with
offices at Stawinskyaan 1725 -- World Trade Center -- Tower B -- 17th Floor --
1077XX -- Amsterdam -- THE NETHERLANDS.
1.6. "Product(s)" means any semiconductor devices designed, developed
and manufactured by or on behalf of Licensee or any of its Affiliated Companies
using Compilers and Instances, at any stage, of its design, development or
manufacture process.
1.7. "Partner(s)" means any company which is involved, at any stage, in
the design, development or manufacturing of Products with Compilers and
Instances. Partner excludes direct competitors of Virage Logic as such parties
as defined in Section 11.2(b) and as specifically identified in Appendix C.
2. RESERVED.
3. LICENSE GRANTS.
3.1. License Grants. Virage Logic hereby grants to Licensee and any and
all its Affiliated Companies, subject to the terms and conditions of this
Agreement and in accordance with the applicable exhibit,
(a) a non-exclusive, non-transferable, fee-bearing license to
use each Compiler licensed hereunder to create Instances;
(b) a worldwide, non-exclusive, non-transferable license to use
and reproduce, on its own or to have used or reproduced by
Partners, Instances licensed hereunder (whether generated by
Licensee or by Virage Logic on Licensee's behalf) for
Licensee's process for Products manufactured solely at
Licensee's manufacturing facilities (except as otherwise
provided for in the applicable exhibit) solely to design,
develop and manufacture Licensee's Products. For the
avoidance of confusion, Instances will be available to
Partners in all formats including all documentation; and
(c) a worldwide, non-exclusive, non-transferable license to
distribute or have distributed and supply or have supplied
such Instances
solely: (i) in GDSII data format and only to the
semiconductor manufacturer selected by Licensee or any of
its Affiliated Companies subject to commercially reasonable
terms as shown on the applicable exhibit and solely for the
purpose of enabling such manufacturer to design, develop and
manufacture Products for Licensee, and (ii) as incorporated
into physical implementations of Licensee's Products as
reduced to silicon.
THE SYMBOL "[***]" IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS
BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.
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3.2. Limitations on Licenses.
(a) Licensee and any and all its Affiliated Companies may use
Compilers and Instances, subject to the terms and conditions of this Agreement
and in accordance with the applicable exhibit only for the applications and
processes set forth for those Compilers and Instances in the pertinent exhibit.
(b) Licensee has no right to transfer, sublicense, or otherwise
distribute Licensed Materials except as expressly set forth in Section 3.1 of
this Agreement and the applicable exhibit,
(c) Licensee will not: (i) copy or otherwise reproduce any
Licensed Materials, in whole or in part, except as expressly authorized by this
Agreement and the applicable exhibit or to make reasonable numbers of back-up
copies; or (ii) use the Licensed Materials in any manner to provide services to
third parties, including, but not limited to, integrated circuit design services
(d) Licensee's rights in the Licensed Materials will be limited
to those expressly granted in this Agreement and the applicable exhibit, and
Virage Logic reserves all rights and licenses not expressly granted to Licensee
in this Agreement.
4. PROPRIETARY RIGHTS.
(a) The Licensed Materials are and will remain the sole and
exclusive property of Virage Logic and its suppliers, if any, whether the
Licensed Materials are separate or combined with any other products. Virage
Logic's rights under this subsection (a) will include, but not be limited to,
all copies of the Licensed Materials, in whole and in part; and all Intellectual
Property Rights in the Licensed Materials.
(b) Products shall be the sole and exclusive property of Licensee
or any of its Affiliated Companies. The rights of Licensee or any of its
Affiliated Companies under this subsection (b) will include, but not be limited
to, all copies of the Products, in whole and in part, and all Intellectual
Property Rights in the Products.
(c) Licensee will not delete or in any manner alter the
Intellectual Property Rights notices of Virage Logic and its suppliers, if any,
appearing on the Licensed Materials as delivered to Licensee.
(e) Nothing in this Agreement grants Licensee any rights in or to
use any of Virage Logic's trademarks, tradenames, service marks, and/or service
names.
(f) The sole trademark appearing on the Products shall be the
trademark of Licensee or of any of its Affiliated Companies.
THE SYMBOL "[***]" IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS
BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.
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(g) Licensee acknowledges and agrees that all output generated for
Licensee by Virage Logic under this Agreement or any exhibit, or generated by
Licensee or by any authorized party (including Partners, semiconductor
manufacturers, and Affiliated Companies) through use of any Compiler licensed
hereunder contains information that complies with the Virtual Component
Identification Physical Tagging Standard (VCID) as maintained by the Virtual
Socket Interface Alliance (VSIA). Such information may be expressed in the
specific GDSII layer designated by the VSIA, hardware definition languages, or
other formats. Licensee is not authorized to alter or change any such
information.
5. DELIVERY
5.1 Virage Logic shall deliver the Licensed Materials pursuant to the
time-schedule and modalities as set forth in the pertinent exhibit.
5.2 Upon the acceptance of an order by Virage Logic, Virage Logic will
electronically deliver to the Licensee by making the Licensed Materials
specified in the Exhibit, including any related Documentation, and the License
Key(s) available on the FTP Server or via Electronic mail (E-Mail).
5.3 Virage Logic will electronically notify the Licensee's designated
Key Contact that the Licensee's order has been fulfilled and that the Licensed
Materials are available on the FTP Server or via E-mail. Such electronic
notification of the availability of the Licensed Materials shall constitute the
shipment of goods to Licensee and Licensee's receipt of such goods so long as
electronic pickup is actually available to Licensee. Should electronic
notification not be possible for technical reasons, facsimile or telephone
notification will be made to the Licensee and such notification shall have the
same force and effect as electronic notification.
5.4 Licensee shall be responsible for obtaining access to the Internet
and retrieving the fulfilled order from the FTP Server or E-Mail. Licensee
acknowledges that certain Internet connections and hardware capabilities are
necessary to complete the electronic delivery. Licensee accepts the risk that
electronic delivery may be slow and time-consuming for the Licensee depending
upon network traffic and reliability.
5.5 Licensee acknowledges and agrees that Virage Logic will only deliver
the Licensed Materials electronically and shall not deliver in any tangible
medium, including but not limited to, CD-ROM, tape, or paper, unless otherwise
agreed in advance.
5.6 Any update to the Licensed Materials to be provided to the Licensee
in accordance with this Agreement, shall also be delivered electronically in the
manner described above.
THE SYMBOL "[***]" IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS
BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.
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5 bis. EXAMINATION
Promptly upon delivery of the Licensed Materials, Licensee will verify
that the Licensed Materials conform to the relevant exhibit. Licensee is
entitled to reject any Licensed Material in the event that such Licensed
Material does not conform to the relevant exhibit (hereinafter "Deficiencies").
When rejecting the Licensed Material, Licensee will provide written notice to
Virage Logic describing the Deficiencies. Within a reasonable delay after
receiving each such notice regarding Deficiencies, Virage Logic will exert its
commercially reasonable efforts to correct the Deficiencies so that the Licensed
Material conforms to the relevant exhibit. The Parties will define a mutually
agreed upon schedule for the correction of the Deficiency. The procedure in this
section 5 bis will be repeated with respect to a revised Licensed Material to
determine whether it is acceptable to Licensee, unless and until issues a final
rejection of the revised Licensed Material after rejecting the Licensed Material
on at least two (2) prior occasions. If Licensee issues a final rejection of the
revised Licensed Material pursuant to this section 5 bis, Virage Logic shall,
upon Licensee's request, exchange the rejected Licensed Material with
commercially available, off-the-shelf Licensed Materials of equal value.
6. PAYMENT TAXES.
Licensee will pay Virage Logic the license fee(s) set forth in the
pertinent exhibit in accordance with the terms of such exhibit. All license fees
and other charges stated herein are exclusive of any sales, use, value-added, or
other federal, state or local taxes (excluding taxes based on Virage Logic's net
income) and Licensee agrees to pay such taxes.
7. CONFIDENTIALITY
Reference is made to the Non disclosure Agreement signed by the Parties
and attached hereto in Appendix B.
8. MAINTENANCE
With respect to the Licensed Materials, Virage Logic shall provide the
following maintenance services on a royalty-free basis and for a period of
twelve (12) months from the acceptance of the Licensed Materials.
(i) provision of all new EDA Models releases; and
(ii) provision of all updates (minor and major) to existing EDA
Models; and
(iii) telephone support during European business hours and enhancements
to the Compiler Software (but only those enhancements as provided
by Virage Logic in its ordinary course of business)
THE SYMBOL "[***]" IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS
BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.
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(iv) on site support for severe problems (if it is determined that the
severe problem is caused by Licensee, Licensee agrees to
reimburse Virage Logic for its reasonable costs in traveling to
Licensee's site)
in accordance with the following service lead times:
(i) acknowledge of problem submitted within 48 hours by E-Mail
(ii) provision of plan for correction within one week
(iii) for severe problems, intervention on site within one week, where
the parties agree that such on site intervention is appropriate
to resolve the problem.
After the expiry of the twelve (12) month period, Licensed may decide to
enter into a maintenance agreement for the above-mentioned maintenance services.
In this event, the Parties agree to negotiate in good faith a reasonable level
of fees.
Extended maintenance services may be added from time to time upon mutual
agreement of the Parties and in accordance with the applicable exhibit.
9. WARRANTY
9.1. Power and Authority. Each party warrants to the other that it has
sufficient corporate power and authority to enter into this Agreement
and to grant to the other all licenses and rights that it grants under
this Agreement.
9.2. Term of Warranty.
Virage Logic warrants, for a period of [***] from the acceptance of the
Licensed Materials by Licensee in accordance with the applicable exhibit, that
the Licensed Materials will substantially conform to the functional
specifications of the Licensed Materials provided to Licensee by Virage Logic as
set forth in the pertinent exhibit and shall be free from defects in material
and workmanship when used in accordance with the functional specifications. The
foregoing warranty does not apply to any element of the Licensed Materials that
has been modified, combined with other products or used contrary to Virage
Logic's written instructions.
With respect to the maintenance service set up in Section 8 above,
Virage Logic warrants for a period of [***] from the date of execution that such
service will be performed in a workmanlike manner.
9.3. Sole and Exclusive Remedy. FOR ANY BREACH OF THE WARRANTY CONTAINED
IN SECTION 9.2 ABOVE, LICENSEE'S SOLE AND EXCLUSIVE REMEDY WILL BE THAT VIRAGE
LOGIC WILL, AT VIRAGE LOGIC'S OPTION, EITHER REPLACE OR CORRECT THE DEFECTIVE
PORTION OF THE LICENSED MATERIALS
THE SYMBOL "[***]" IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS
BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.
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OR EXECUTE AGAIN THE SERVICE WITHIN THIRTY (30) DAYS OF BEING INFORMED OF THE
BREACH OF WARRANTY.
9.4. Disclaimer of Other Warranties. THE WARRANTIES IN THIS SECTION ARE IN LIEU
OF ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, INCLUDING BUT NOT LIMITED TO ANY
IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,AND
NONINFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, VIRAGE LOGIC
DOES NOT WARRANT THAT THE LICENSED MATERIALS WILL MEET LICENSEE'S REQUIREMENTS,
THAT THE LICENSED MATERIALS WILL OPERATE IN THE COMBINATIONS THAT LICENSEE MAY
SELECT OR USE, THAT THE OPERATION OF THE LICENSED MATERIALS WILL BE
UNINTERRUPTED OR ERROR FREE, OR THAT ALL ERRORS IN THE LICENSED MATERIALS WILL
BE CORRECTED.
10. INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS
10.1. Reserved
10.2. Infringement Indemnity.
(a) Duty to Indemnify and Defend. Virage Logic will indemnify
Licensee and its Affiliated Companies against, and will defend or settle at
Virage Logic's own expense, subject to the limitations set forth in Section 12
of this Agreement, any action or other proceeding brought against Licensee to
the extent that it is based on [***]. Virage Logic will pay costs, damages, and
expenses (including reasonable attorneys' fees) finally awarded against
Licensee, subject to the limitations set forth in Section 12 of this Agreement,
in any such action or proceeding attributable to any such claim. Virage Logic
will have no obligation under this Section as to any action, proceeding, or
claim unless: (i) Virage Logic is notified of it promptly; (ii) Virage Logic has
sole control of its defense and settlement; and (iii) Licensee provides Virage
Logic with reasonable assistance in its defense and settlement.
(b) Injunctions. If Licensee's use of any Licensed Materials under
the terms of this Agreement is, or in Virage Logic's opinion is likely to be,
enjoined due to the type of infringement or misappropriation specified in
subsection (a) above, then Virage Logic shall, at its sole option and expense,
either: (i) procure for Licensee the right to continue using such Licensed
Materials under the terms of this Agreement; or (ii) replace or modify such
Licensed Materials so that they are noninfringing and meet the same functional
specifications as the enjoined Licensed Materials.
(c) Sole Remedy. THE FOREGOING ARE VIRAGE LOGIC'S SOLE AND
EXCLUSIVE OBLIGATIONS, AND LICENSEE'S SOLE AND EXCLUSIVE REMEDIES, WITH RESPECT
TO INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS.
THE SYMBOL "[***]" IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS
BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.
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(d) Exclusions. Virage Logic will have no obligations under this
Section 10.2 with respect to infringement or misappropriation arising solely
from: (i) modifications to the Licensed Materials by any party other than Virage
Logic except if Virage Logic approved such modifications in writing, (ii)
Licensed Material specifications requested by Licensee, (iii) any Instances
generated by Licensee except to the extent such infringement or misappropriation
existed in the Licensed Materials as provided to Licensee , or (iv) the use of
the Licensed Materials in combination with products or technology not provided
by Virage Logic.
11. TERM AND TERMINATION.
11.1 Term. The term of this Agreement will begin on the Effective Date
and will continue, unless terminated earlier in accordance with the provisions
of Section 11.2 below.
11.2 Events of Termination.
(a) Either party will have the right to terminate this Agreement
if: (i) the other party breaches any material term or condition of this
Agreement and fails to cure such breach within thirty (30) days after written
notice; (ii) the other party becomes the subject of a voluntary petition in
bankruptcy or any voluntary proceeding relating to insolvency, receivership,
liquidation, or composition for the benefit of creditors; or (iii) the other
party becomes the subject of an involuntary petition in bankruptcy or any
involuntary proceeding relating to insolvency, receivership, liquidation, or
composition for the benefit of creditors, if such petition or proceeding is not
dismissed within sixty (60) days of filing.
(b) Virage Logic will have the right to terminate this Agreement
if Licensee acquires, consolidates or merges with a direct competitor of Virage
Logic. For the purposes of this Agreement, a direct competitor of Virage Logic
is any person or entity engaged in the commercial sale or license of Compilers
and/or Instances as defined in Sections 1.1 and 1.2 of this Agreement
respectively.
(c) Licensee may terminate this Agreement on thirty (30) days
prior notice to Virage Logic only after all exhibits have been completed and
there has been no new exhibits in a six (6) month period from the date the work
on last exhibit was delivered to the Licensee.
11.3. Effect of Termination.
(a) Upon termination or expiration of this Agreement, Licensee
will immediately return to Virage Logic or (at Virage Logic's request) destroy
all copies of the Licensed Materials and other Confidential Information in its
possession or control, and an officer of Licensee will certify to Virage Logic
in writing that Licensee has done so. Provided that Virage Logic did not
terminate this Agreement for Licensee's breach or for the event specified in
Section 11.2 (b) above, Licensee will have the right to continue to use the
Licensed Materials, subject to the terms of Section 3.1 and the applicable
exhibit, for which Licensee has paid the license fees as of the effective date
of the termination.
THE SYMBOL "[***]" IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS
BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.
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(b) Licensee will be entitled to manufacture or have manufactured, sell
or have sold, supply or have supplied, and distribute or have distributed,
Products created under the licenses granted in this Agreement.
(c) Licensee shall be entitled to manufacture or have manufactured, sell
or have sold, supplied or have supplied and distributed or have distributed to
any third party any Product created under the licenses granted in this Agreement
which has been ordered, is in, or has been in, production, or is held in stock,
prior to the date of termination. However, Licensee may not generate, or have
generated, any new Instances or begin any new designing using the previously
generated Instances after the date of termination.
Upon termination of this Agreement for Virage Logic's breach in
accordance with Section 11.2 (a) above, the licenses granted under this
Agreement for Licensed Materials shall continue without any further payment by
Licensee.
11.4. No Damages for Termination. Neither party will be liable to the
other on account of termination or expiration of this Agreement for
reimbursement or damages for the loss of goodwill, prospective profits or
anticipated income, or on account of any expenditures, investments, leases based
upon or growing out of such termination or expiration.
11.5. Nonexclusive Remedy. The exercise by either party of any remedy
under this Agreement will be without prejudice to its other remedies under this
Agreement or otherwise.
11.6. Survival. The rights and obligations of the parties contained in
Sections 1, 3.2, 4, 5, 6 (to the extent that any payment has accrued and is
outstanding), 7, 8, 9, 10, 11, 12 and 13 will survive the termination or
expiration of this Agreement.
12. LIMITATIONS OF LIABILITY.
12.1 Limitations.
(a) EXCEPT FOR THE PROVISIONS OF SECTION 7 "CONFIDENTIALITY, AND
SECTION 10 "INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS" (SECTION 10 BEING
APPLICABLE TO VIRAGE LOGIC ONLY) OF THIS AGREEMENT, AND IN CASE OF GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE
OTHER PARTY FOR ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, WHETHER BASED
ON BREACH OF CONTRACT, TORT, PRODUCT LIABILITY, OR OTHERWISE, AND WHETHER OR NOT
THE OFFENDING PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE
IN THE EVENT OF A BREACH OF SECTION 7 AND SECTION 10, THE TOTAL
LIABILITY FOR INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF EITHER PARTY
SHALL NOT EXCEED THE AMOUNT OF [***].
THE SYMBOL "[***]" IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS
BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.
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IN THE EVENT OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT THE ABOVE
LIMIT OF LIABILITY SHALL APPLY.
(b) EACH PARTY'S TOTAL LIABILITY TO THE OTHER PARTY UNDER THIS
AGREEMENT FOR DIRECT DAMAGES WILL BE LIMITED TO [***].
13. GENERAL.
13.1 Compliance with Law. Each party agrees to perform this Agreement in
compliance with all applicable laws, rules, and regulations in connection with
its activities under this Agreement. Without limiting the foregoing, Licensee
acknowledges that all Licensed Materials, including documentation and other
Virage Logic technical data, may be subject to export controls imposed by the
U.S. Export Administration Act of 1979, as amended (the "Act"), and the
regulations promulgated thereunder. Licensee shall not export or re-export
(directly or indirectly) any Licensed Materials or other Virage Logic technical
data therefor without complying with the Act and the regulations thereunder.
13.2. Assignment. This Agreement will bind and inure to the benefit of
each party's permitted successors and assigns. Neither Party may assign this
Agreement either voluntarily, by merger, by operation of law or otherwise in
whole or in part, without the other Party's written consent, which consent will
not be unreasonably withheld. Any attempt to assign this Agreement without such
consent will be null and void. Notwithstanding the foregoing, Licensee may at
all times subject to prior notification assign its respective rights and
obligations under this Agreement to any Affiliated Company as defined above.
13.3. Governing Law. All disputes arising out of or in connection with
the present Agreement shall be finally settled under the Rules of Conciliation
and Arbitration of the International Chamber of Commerce by one or more
arbitrators appointed in accordance with the said Rules. Such arbitration shall
take place in Paris and shall be conducted in English. Laws of England shall be
applicable.
10.5. Injunctive Relief. Licensee acknowledges that the Licensed
Materials contain and embody trade secrets and other intellectual property of
Virage Logic, the disclosure or unauthorized use of which would cause
substantial harm to Virage Logic that could not be remedied by the payment of
damages alone. Accordingly, Virage Logic will be entitled to preliminary and
permanent injunctive relief and other equitable relief for any breach of
Licensee's obligations of confidentiality or use of Licensed Materials not in
accordance with this Agreement.
13.4. Severability. If any provision of this Agreement is found invalid
or unenforceable, that provision will be enforced to the maximum extent
permissible, and the other provisions of this Agreement will remain in force.
THE SYMBOL "[***]" IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS
BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.
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13.5. Force Majeure. Except for payments due under this Agreement,
neither party will be responsible for any failure to perform due to causes
beyond its reasonable control (each a "Force Majeure"), including, but not
limited to, acts of God, war, riot, embargoes, acts of civil or military
authorities, denial of or delays in processing of export license applications,
fire, floods, earthquakes, accidents, strikes, or fuel crises, provided that
such party gives prompt written notice thereof to the other party. The time for
performance will be extended for a period equal to the duration of the Force
Majeure, but in no event longer than ninety (90) days.
13.6. Notices. All notices under this Agreement will be deemed given
when delivered personally, sent by confirmed facsimile transmission, or sent by
certified or registered U.S. mail or nationally-recognized express courier,
return receipt requested, to the address shown below or as may otherwise be
specified by either party to the other in accordance with this Section.
13.7. Independent Contractors. The parties to this Agreement are
independent contractors. There is no relationship of partnership, joint venture,
employment, franchise, or agency between the parties. Neither party will have
the power to bind the other or incur obligations on the other's behalf without
the other's prior written consent.
13.8. Waiver. No failure of either party to exercise or enforce any of
its rights under this Agreement will act as a waiver of such rights.
13.9. Entire Agreement. This Agreement and its Appendices and Exhibits,
are the complete and exclusive agreement between the parties with respect to the
subject matter hereof, superseding and replacing any and all prior agreements,
communications, and understandings (both written and oral) regarding such
subject matter. This Agreement may only be modified, or any rights under it
waived, by a written document expressly referring to an amendment of this
Agreement and executed by both parties.
13.10 Counterparts. This Agreement may be signed in one or more
counterparts, each of which will be deemed to be an original and all of which
when taken together will constitute the same agreement. If this Agreement is
executed in counterparts, no signatory hereto shall be bound until both Parties
named below have duly executed or caused to be duly executed a counterpart of
this Agreement. Any copy of this Agreement made by reliable means is considered
an original.
13.11 Order of Precedence. In case of conflict between the terms and
conditions herein and any other document or correspondence between the Parties,
the precedence of all such documents shall be as follows: (1) the exhibits to
this Agreement , (2) Appendices to this Agreement (3) this Agreement, (4) the
terms of Licensee's purchase orders, (5) Virage Logic's quotes.
THE SYMBOL "[***]" IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS
BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their duly-authorized representatives as of the Effective Date.
Licensee: STMICROELECTRONICS SA VIRAGE LOGIC CORPORATION
By: /S/ XXXX XXXXXXX By: /S/ XXXX XXXXXXXXX
---------------------------------- -----------------------------------
Name: Xxxx Xxxxxxx Name: Xxxx Xxxxxxxxx
-------------------------------- --------------------------------
Title: Corporate Vice President, Title: President and CEO
Director of CR&D
------------------------------- --------------------------------
Date: October 15, 2001 Date: October 15, 2001
-------------------------------- ----------------------------------
Address: 29, Bd Xxxxxx Xxxxxxx Address: 00000 Xxxxxxx Xxxxxxx
----------------------------- ------------------------------
92120 Montrouge -- France Xxxxxxx, Xxxxxxxxxx 00000
----------------------------- ------------------------------
Facsimile: x00-000-00-0000 Facsimile: 000-000-0000
----------------------------- ------------------------------
The following documents are incorporated into this Agreement in their entirety:
Appendix A -- Xxxxxxx Xx 0
Xxxxxxxx X -- Non disclosure agreement
Appendix C -- List of Virage Logic Direct Competitors
THE SYMBOL "[***]" IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS
BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.
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APPENDIX B
NON DISCLOSURE AGREEMENT
This Non Disclosure Agreement (hereinafter referred to as the "Agreement"),
effective on November 15th, 2001 (hereinafter referred to as the "Effective
Date")
By and between:
STMICROELECTRONICS SA, a company incorporated and existing under the laws of
France, having its registered office at 00, Xx Xxxxxx Xxxxxxx - 00000 XXXXXXXXX,
Xxxxxx, (hereinafter referred to as "ST"),
on the one hand, and,
VIRAGE LOGIC CORPORATION, a company incorporated and existing under the laws of
Delaware, having its principal place of business at 00000 Xxxxxxx Xxxxxxx,
Xxxxxxx XX 00000 (hereinafter referred to as "VIRAGE LOGIC"),
on the other hand, hereinafter collectively referred to as the "Parties".
WHEREAS the Parties desire to exchange proprietary and confidential information
relating to 0.10 and 0.13 im technologies in order to evaluate the feasibility
and modalities of possible cooperation for Memory Generators on 0.10 and 0.13 im
(hereinafter referred to as the "Project"). Virage will disclose information of
the following nature:
Product plans, roadmaps, and information related to Virage Logic's embedded
memory products, including NOVEA, and software tools, techniques used for
designing memory compilers, circuit design techniques and architecture used to
improve memory area, power consumption, electromigration, manufacturability, and
testability. Information and specifications relating to Embedded Test and Repair
of embedded memories and related technology. Silicon Test and Characterization
Reports for Virage Logic embedded memory products.
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:
1. CONFIDENTIAL INFORMATION under this Agreement shall mean any item or
information including bid not limited to electrical/electronic schematic
and circuit diagrams, documentation, specifications, formulas,
manufacturing processes, know-how, computer programs, technology,
technical descriptions and other technical and economic data, records
and information pertaining to the Project, which is disclosed by one
Party (hereinafter referred to as the "DISCLOSING PARTY") to the other
Party (hereinafter referred to as the "RECEIVING PARTY") under this
Agreement whether orally and/or in writing and/or in graphic or in
electronic or electromagnetic form and any derivatives of any of the
foregoing, provided that it is clearly and conspicuously marked or
designated in writing by the DISCLOSING PARTY as being CONFIDENTIAL
INFORMATION or
THE SYMBOL "[***]" IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS
BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.
1
if originally disclosed orally, provided that it is confirmed in writing
as being CONFIDENTIAL INFORMATION by the DISCLOSING PARTY within thirty
(30) calendar days after oral disclosure.
2. The RECEIVING PARTY undertakes to apply to all CONFIDENTIAL INFORMATION
at Least the same degree of care with which it treats and protects its
own proprietary in formation against public disclosure but no less than
reasonable care. AD such CONFIDENTIAL INFORMATION shall not be disclosed
to any third party without the prior written consent of the DISCLOSING
PARTY except as hereunder provided.
3. The RECEIVING PARTY undertakes to restrict its use of CONFIDENTIAL
INFORMATION to the Project, to make no further or other use of the same
and to ensure that dissemination of CONFIDENTIAL INFORMATION within its
own organization is made on a strict "need to know" basis. The RECEIVING
PARTY shall ensure that all persons to whom CONFIDENTIAL INFORMATION is
made available arc aware of the confidential nature of such CONFIDENTIAL
INFORMATION and comply with the terms and conditions of this Agreement
relating to protection and use of CONFIDENTIAL INFORMATION.
4. Notwithstanding the foregoing, due to the organization and structure of
the STMicroelectronics NV Group, ST reserves the right and VIRAGE LOGIC
agrees, that ST may disclose the CONFIDENTIAL INFORMATION of VIRAGE
LOGIC to persons working as employees of an ST Affiliated Company on a
"need to know" basis, provided that ST shall ensure that such persons
comply with the provisions of this Agreement. For the purpose of this
Agreement, an ST Affiliated Company shall mean STMicroelectronics NV and
any ST company, owned or controlled, directly or indirectly, now or
hereafter, by STMicroelectronics NV.
5. For the purpose of this Agreement, information shall not be considered
to be CONFIDENTIAL INFORMATION if the RECEIVING PARTY can prove that
such information is:
(a) in or passes into the public domain other than by breach of this
Agreement; or,
(b) known to the RECEIVING PARTY prior to disclosure by the DISCLOSING
PARTY; or,
(c) disclosed to the RECEIVING PARTY by a third party having the full
right to disclose it; or,
(d) independently developed by an employee of the RECEIVING PARTY; or,
(e) approved for unlimited release or use by written authorization of
the DISCLOSING PARTY, or required to be disclosed as a result of a.
Court order or pursuant to government action.
THE SYMBOL "[***]" IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS
BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.
2
6. The obligations set forth in this Agreement relating to the protection
of CONFIDENTIAL INFORMATION shall remain in effect for a period of five
(5) yews from the expiration or termination of this Agreement.
7. For the purpose of this Agreement, the persons responsible for holding
CONFIDENTIAL INFORMATION shall be:
For ST: For VIRAGE LOGIC:
Stephane Hanriat Xxxxx Xxxxxxxx
8. Neither Party shall assign or transfer any of its rights or obligations
thereunder without the prior written consent of the other Party.
9. Nothing in this Agreement shall be deemed to grant either Party a
license directly or by implication under any patent; patent
applications, copyright, design right (whether registrable or not) mask
work rights, trade secrets or know how.
10. This Agreement does not Emit either Party's rights as existing as of the
date of its signature. It does not create any additional right or
obligation which is not expressly included herein and in particular it
shall not be deemed to create any obligation for either Party to enter
into any further contractual arrangements of any kind.
11. This Agreement shall remain in force for a period of two (2) years as
from the Effective Date. However, this Agreement may be terminated,
prior to its expiry, by either Party on thirty (30) day written notice
to the other.
12. In the event of termination each Party undertakes to deliver to the
other Party all the CONFIDENTIAL INFORMATION of the other Party, or to
certify destruction thereof, at the requesting Party's option.
13. The Parties shall ensure that all communications to be made under or in
connection with this Agreement, are made in writing,
if to ST: if to VIRAGE LOGIC:
STMicroelectronics SA Virage Logic
Attn: Xxxxx Xxxx Attn: Xxxx Xxxxx
000, xxx Xxxx Xxxxxx 00000 Xxxxxxx Xxxxxxx
X-00000 Crolles Xxxxxxx, Xxxxxxxxxx, 00000
Xxxxxx XXX
Fax: x00 000 00 00 00 Fax: x0 000.000.0000
THE SYMBOL "[***]" IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS
BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.
3
Copy to:
STMicroelectronics SA
Attn: General Counsel
165, rue Xxxxxxx Xxxxxx - XX 000
00000 Xxxxx-Xxxxx-Xxxxxxx xxxxx, Xxxxxx
Fax: x00 0 00 00 00 00
14. Neither Party shall reverse-compile, reverse-assemble or
reverse-engineer the CONFIDENTIAL INFORMATION or any part of it, of the
other.
15. This Agreement embodies the entire understanding of the Parties and
shall supersede an previous communications, representations or
understandings, either oral or written between the Parties relating to
the subject matter hereof.
16. All disputes arising in connection with the present Agreement shall be
amicably solved between the Parties. If they cannot be so amicably
solved, such disputes shall be finally submitted to the jurisdiction of
the Commercial Court of Paris. French Law shall be applicable.
IN WITNESS WHEREOF, ST and VIRAGE LOGIC have hereby executed this Agreement as
of the day and year first written above.
FOR STMICROELECTRONICS SA FOR VIRAGE LOGIC
Name: Name:
------------------------------------------- ------------------------------------
Title: Title:
------------------------------------------- ------------------------------------
Signature: Signature:
------------------------------------------- ------------------------------------
Date: Date:
------------------------------------------- ------------------------------------
THE SYMBOL "[***]" IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS
BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.
4
APPENDIX C - LIST OF VIRAGE LOGIC DIRECT COMPETITORS
Dolphin
Artisan Components
Virtual Silicon
CSEM
Avant!
Virage Logic reserves the right to update this Appendix C upon thirty (30) days
notice to Licensee.
THE SYMBOL "[***]" IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS
BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.
Page 13
Confidential
EXHIBIT NO 2 TO MASTER LICENSE AGREEMENT
0.13um, 90nm AND 65nm MEMORY COMPILERS
Exhibit No. 002 dated as of 1st April 2002 (the "Effective Date of this
Exhibit") to the Master License Agreement ("Master License") dated as of 8th
June 2001, between STMICROELECTRONICS SA ("Licensee or ST") and VIRAGE LOGIC
CORPORATION ("Virage Logic").
Licensee Address for Notices:
STMicroelectronics SA Virage Logic Corporation
000, xxx Xxxx Xxxxxx 0 Xxxxxxx Xxxxx
F-38926 Crolles Cedex Xxxxxxx
Xxxxxx Xxxxxxxxx
XX00 0XX, XX
Attn: Xxxxx Xxxx Attn: Xxxx Xxxxx
SILICON MANUFACTURER PROCESS
------------------------------
MICRON LM VOLTAGE
--------- ------ ---------
[***] & any semiconductor manufacturer with 0.13um 5 - 8
STMicroelectronics' HCMOS9 (0.13um), 90 nm
HCMOS10 (90nm) & HCMOS11 (65nm) (and 65nm
variants thereof) processes installed
DESIGNATED SITE(S): Single Site, Crolles, France
EXHIBIT DURATION: This Exhibit will expire on the third anniversary of the
Effective Date of this Exhibit. Upon receipt of a renewal purchase order to be
received at Virage Logic no later than 30 days prior to the expiration date of
the initial three (3) year term of this Exhibit, this Exhibit will renew for a
second three (3) year term on the third anniversary of the Effective Date of
this Exhibit.
ENGAGEMENT OF VIRAGE LOGIC: [***]
TERM OF LICENSE: The following licenses will be granted:
a) 0.13um ACCESS LICENSE
- Access License for all currently available off the shelf, as of
the Effective Date of this Exhibit, 0.13um [***] Virage Logic
memory compilers
- Access License will be granted upon Licensee's execution of
this Exhibit
- Licensee will have the right to use the memory compilers for
silicon verification and project work, but may not tape out for
divisional projects until the appropriate Project Based Fee has
been paid
THE SYMBOL "[***]" IS USED TO INDICATE THAT A PORTION OF THE
EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS.
Page 1 of 12
b) 90nm AND 65nm ACCESS LICENSE
- Access License for all 36 Virage Logic memory compilers as listed
in Appendix 1 for 90nm and any other memory compilers that may
become available in the future on 90nm and 65nm [***] technology
nodes during the Exhibit Duration
- Access License will be granted upon Licensee's execution of this
Exhibit
- Licensee will have the right to access all of the memory
compilers as listed in Appendix 1 for 90nm and any other memory
compilers that may become available in the future on 90nm and
65nm [***] technology nodes during the Exhibit Duration
- Licensee will have the right to use the memory compilers for
silicon verification and project work, but may not tape out for
divisional projects until the appropriate Project Based Fee has
been paid
c) PROJECT BASED LICENSE
- A Project Based License will be granted for the respective
Project upon receipt of a correct Purchase Order from the
Licensee
- Licensee will have the right to tape out divisional projects to
either Crolles II and/or [***] and manufacture silicon using the
currently available off the shelf memory compilers and any other
memory compilers that may become available in the future on
0.13um, 90nm & 65nm [***] technology nodes during the Exhibit
Duration
- A Project is defined as one tape-out of a Licensee's product
excluding test chips or bug fixes
d) MANUFACTURING LICENSE
- Licensee will have the right to proceed to silicon volume
manufacturing at Licensee's facilities or at [***] using Virage
Logic memory compilers
- Licensee will have the right to manufacture on HCMOS9, HCMOS10
and HCMOS11 and process options (flash, eDRAM, RF,) Licensee will
have the right to manufacture on any optical shrink of the ST
HCMOS9, HCMOS10 and HCMOS11 processes assuming no GDS II changes
are required for the Virage Logic memory compilers
- Licensee will have the right to manufacture on any Licensee
process at any semiconductor company world-wide [***]
where any or all of the HCMOS9, HCMOS10 & HCMOS11 processes or
derivatives are installed. Licensee agrees to provide a copy of
the appropriate section in the aforementioned agreement relating
to this right to manufacture
- Licensee shall be entitled to manufacture or have manufactured,
sell or have sold, supplied or have supplied and distributed or
have distributed to any third party any Product created under the
licenses granted in this Exhibit which has been ordered, is in,
or has been in, production, or is held in stock, prior to the
expiration date of this Exhibit. However, Licensee may not
generate, or have generated, any new Instances or begin any new
designing using the previously generated Instances after the
expiration date of this Exhibit.
THE SYMBOL "[***]" IS USED TO INDICATE THAT A PORTION OF THE
EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS.
Page 2 of 12
SUMMARY OF FEES:
---------------------------------------------------------------------------
MANUFACTURING
ACCESS FEE $ PROJECT BASED FEE FEE
------------------------------------------------------------------------------------------------------
ASAP COMPILERS [***]
Manufacturing
Fee of [***]% of
wafer price
STAR COMPILERS
[***]
------------------------ [***] per quarter -----------------------------------------------------
[***] Manufacturing
Fees to be
agreed for
STAR, CAM and
NOVeA by 30th
September 2002
-------------------------- --------------------------------------
MULTIPORT COMPILERS [***]
-------------------------- --------------------------------------
CAM COMPILERS [***]
-------------------------- --------------------------------------
NOVeA COMPILERS [***]
-------------------------- --------------------------------------
NOTES TO ABOVE SUMMARY OF FEES:
1. Prices do not reflect any applicable duties or taxes. The terms of
Incoterms 2000 apply with shipments DDU.
2. Access Fee will provide Access to all available [***] memory
compilers on 0.13um, 90nm and 65nm technology nodes for the duration
of the Exhibit
3. [***]
4. All products are standard [***] off the shelf compilers with no
changes except for those agreed in the SOW as shown in Appendix 2
5. All 90nm and 65nm products will have an extended temperature and
voltage range (excluding NOVeA currently) as defined in the SOW
shown in Appendix 2
6. Quarterly Access fee includes maintenance and IBC ("Instance Based
Characterization"), where applicable, for all currently off the
shelf memory compilers and any other memory compilers that
THE SYMBOL "[***]" IS USED TO INDICATE THAT A PORTION OF THE
EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS.
Page 3 of 12
may become available off the shelf in the future on 0.13um, 90nm and
65nm [***] technology nodes
7. Virage Logic will prepare the 90nm and 65nm memory compilers (with
the help of Licensee) to a pre-defined Licensee CAD maturity level,
as described in the SOW in Appendix 2, in order for Licensee to
incorporate the memory compilers in WebGen
8. [***]
9. Pricing assumes that all products are based on the latest Virage
Logic datasheets and the relevant [***] spice models, etc. and that
they will be maintained accordingly
10. Virage Logic agrees to deliver all of the 36 90nm memory compilers
as listed in Appendix 1 in accordance with the schedule as listed in
Appendix 3.
11. Licensee agrees to provide Virage Logic, within one hundred and
twenty (120) days of the Effective Date of this Exhibit, the final
schedule for the products on the G and LP processes for 90nm.
12. Licensee agrees to provide Virage Logic with silicon
characterization data carried out by Licensee for use in Virage
Logic's day to day commercial activities. Prior to distributing this
data to any third party, Virage Logic would need to have the data or
report reviewed by Licensee
13. Licensee agrees to the release of a press release announcing the
relationship between the companies for release no later than 30th
September 2002
14. Licensee agrees to cooperate with Virage Logic to promote the
relationship described within this Exhibit at the world-wide design
locations of the Licensee
FEES: Access Fees, Project Based Fees, and Manufacturing Fees, as set forth
below
ACCESS FEE
- [***] for the first three years payable at [***] as outlined in the
below payment schedule
- Upon receipt of a renewal purchase order to be received at Virage
Logic no later than 30 days prior to the expiration date of the
initial three (3) year term of this Exhibit, this Exhibit will renew
for a second three (3) year term on the third anniversary of the
Effective Date of this Exhibit and a further [***] is payable
at [***] as outlined in the below payment schedule
- Includes maintenance and IBC for the duration of the Exhibit
PROJECT BASED FEES FOR LICENSEE
- [***]
- Licensee agrees to provide a report no later than 30 days after the
end of each calendar quarter detailing the number of projects that
have reached tape-out. An Invoice will be generated for the
appropriate number of projects within 2 weeks of receipt of the
report on a quarterly basis.
THE SYMBOL "[***]" IS USED TO INDICATE THAT A PORTION OF THE
EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS.
Page 4 of 12
MANUFACTURING FEES FOR LICENSEE
- ASAP & Multiport
- [***]% of wafer price
- First [***] wafers for each project will bear no manufacturing
fees
- Manufacturing Fees for ASAP and Multiport are due when Licensee
ships product for revenue to its customers and invoices them.
Reports are made quarterly 30 days after Licensee's quarter end and
will be invoiced by Virage Logic upon receipt. Licensee will agree
to generate a report containing the number of good wafers
manufactured, the foundry tracking number (in the case of [***]) and
the wafer price containing Virage Logic memory compilers. Licensee
will agree to Virage Logic conducting an annual audit at its own
expense if the need arises
- STAR, CAM & NOVeA
- Virage Logic and Licensee agree to have in place no later than
30th September 2002, details of the Manufacturing Fees associated
with STAR, CAM and NOVeA, the results of which will be appended
to this Exhibit in Appendix 5
- First [***] wafers for each project will bear no manufacturing
fees
MAINTENANCE FEES: included in the Access Fee for duration of the Exhibit.
MAINTENANCE: Product Updates may include one or more of the following:
- Modifications to the memory design database due to any of the
following:
- Re-layout of the physical design due to design rule changes
- Analysis of silicon data
- Re-characterization of the database due to spice model, process
changes etc
- New EDA models that Virage Logic may offer
- Updates to existing EDA models that Virage Logic offer
- Enhancements to the Software supplied with the product
- Telephone and email support during normal business hours
- Provide support to optimise the yield of the memories when in
volume
- Examples of what is not included with Product Updates:
- Re-optimization due to more aggressive design rules
- Architectural changes in the process (adding local interconnect)
- Physical changes which require a change in the architecture of
the memory compilers
- Additional PVT points or changes in the current PVT conditions
PAYMENT TERMS AND SCHEDULE:
All payments due net forty five (45) days after Licensee's receipt of invoice in
accordance with the below schedule, except for the first two invoices ([***])
which are due upon receipt.
THE SYMBOL "[***]" IS USED TO INDICATE THAT A PORTION OF THE
EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS.
Page 5 of 12
ACCESS FEES
-------------------------------------------------------------------
Invoicing Event/Date Amount
-------------------------------------------------------------------
[***] [***]
-------------------------------------------------------------------
Upon Licensor issuance of the renewal purchase order for the second three (3)
year term of the Exhibit, the following Access Fee Payment Schedule will apply.
For the avoidance of doubt, Licensor is under no obligation to renew this
Exhibit for the second three (3) year term.
-------------------------------------------------------------------
Invoicing Event/Date Amount
-------------------------------------------------------------------
[***] [***]
-------------------------------------------------------------------
PHYSICAL TAGGING STANDARD COMPLIANCE: Please refer to the Master License
DELIVERY: Please refer to the Master License.
MASTER LICENSE: This Exhibit is issued pursuant to the Master License identified
above and the terms and conditions of the Master License are incorporated and
made a part of this Exhibit except as modified herein. This Exhibit constitutes
a separate License with respect to the Licensed Material(s) described herein.
Capitalized terms used in this Exhibit shall have the same meaning as defined in
the Master License, unless otherwise stated.
IN WITNESS WHEREOF, the parties have caused this Exhibit to be
executed by their duly-authorized representatives as of the Effective Date of
this Exhibit.
Licensee: STMICROELECTRONICS SA VIRAGE LOGIC CORPORATION
By: /S/ XXXX XXXXXXX By: /S/ XXXX XXXXXXXXX
------------------------------------------ -----------------------------------
Date: June 28, 2002 Date: June 28, 2002
---------------------------------------- ----------------------------------
Name: Xxxx Xxxxxxx Name: Xxxx Xxxxxxxxx
---------------------------------------- ----------------------------------
Title: Corporate Vice President, Director CR&D Title: President & CEO
---------------------------------------- ----------------------------------
Address: 000, xxx Xxxx Xxxxxx Address: 00000 Xxxxxxx Xxxxxxx
------------------------------------- --------------------------------
F-38926 Crolles Cedex, France Xxxxxxx, Xxxxxxxxxx 00000, XXX
------------------------------------- --------------------------------
Facsimile: x00 0 00 00 00 00 Facsimile: 000-000-0000
------------------------------------- --------------------------------
The following Appendices are incorporated into this Exhibit in their entirety:
THE SYMBOL "[***]" IS USED TO INDICATE THAT A PORTION OF THE
EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS.
Page 6 of 12
Appendix 1 -- List of 36 Memory Compilers
Appendix 2 -- 90nm SOW
Appendix 3 -- 90nm Development Schedule
Appendix 4 -- Right to Sublicense
Appendix 5-- Manufacturing Fees for STAR, CAM and NOVeA
THE SYMBOL "[***]" IS USED TO INDICATE THAT A PORTION OF THE
EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS.
Page 7 of 12
APPENDIX 1 -- LIST OF 36 90nm MEMORY COMPILERS
Process Options
Required for ST
-----------------
G LP
--------------------------------------------------------------------
1P 16K [***] [***]
RF
2P 16K [***] [***]
--------------------------------------------------------------------
SP 512K [***] [***]
DP 512K [***] [***]
HD
via ROM 1M [***] [***]
ASAP Diff ROM 1M [***] [***]
--------------------------------------------------------------------
SP 512K [***] [***]
HS
DP 512K [***] [***]
--------------------------------------------------------------------
SP 512K [***] [***]
ULP DP 512K [***] [***]
ROM 16M [***] [***]
--------------------------------------------------------------------
SP 512K [***] [***]
HD SP 8M [***] [***]
DP 512K [***] [***]
--------------------------------------------------------------------
SP 512K [***] [***]
STAR HS
DP 512K [***] [***]
--------------------------------------------------------------------
SP 512K [***] [***]
ULP DP 512K [***] [***]
ROM 16M [***] [***]
--------------------------------------------------------------------
Multiport 6P 72K [***] [***]
--------------------------------------------------------------------
Binary 144K [***] [***]
CAM
Ternary 144K [***] [***]
--------------------------------------------------------------------
NOVeA RAM 1P 16K [***] [***]
--------------------------------------------------------------------
THE SYMBOL "[***]" IS USED TO INDICATE THAT A PORTION OF THE
EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS.
Page 8 of 12
APPENDIX 2 -- 90nm SOW
(to be completed by 30 September 2002)
THE SYMBOL "[***]" IS USED TO INDICATE THAT A PORTION OF THE
EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS.
Page 9 of 12
APPENDIX 3 -- 90nm DEVELOPMENT SCHEDULE
Note: Variants to be delivered at a maximum of 10 per quarter
Availability
-----------------------------
FE GDS
-----------------------------
1P 16K [***] [***]
RF
2P 16K [***] [***]
--------------------------------------------------------------------------------
SP 512K [***] [***]
DP 512K [***] [***]
HD
via ROM 1M [***] [***]
ASAP Diff ROM 1M [***] [***]
--------------------------------------------------------------------------------
SP 512K [***] [***]
HS
DP 512K [***] [***]
--------------------------------------------------------------------------------
SP 512K [***] [***]
ULP DP 512K [***] [***]
ROM 16M [***] [***]
--------------------------------------------------------------------------------
SP 512K [***] [***]
HD SP 8M [***] [***]
DP 512K [***] [***]
--------------------------------------------------------------------------------
SP 512K [***] [***]
STAR HS
DP 512K [***] [***]
--------------------------------------------------------------------------------
SP 512K [***] [***]
ULP DP 512K [***] [***]
ROM 16M [***] [***]
--------------------------------------------------------------------------------
Multiport 6P 72K [***] [***]
--------------------------------------------------------------------------------
Binary 144K [***] [***]
CAM
Ternary 144K [***] [***]
--------------------------------------------------------------------------------
NOVeA RAM 1P 16K [***] [***]
--------------------------------------------------------------------------------
THE SYMBOL "[***]" IS USED TO INDICATE THAT A PORTION OF THE
EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS.
Page 10 of 12
APPENDIX 4 -- RIGHT TO SUBLICENSE:
Licensee will have the right to sub-license the Virage Logic instances or memory
compilers as described in the table below:
--------------------------------------------------------------------------------
DESIGN TYPE MANUFACTURED
THROUGH LICENSEE
--------------------------------------------------------------------------------
MODEL 1 [***] [***]
[***]
--------------------------------------------------------------------------------
MODEL 2 [***] [***]
[***]
--------------------------------------------------------------------------------
MODEL 3 [***] [***]
[***]
--------------------------------------------------------------------------------
MODEL 4 [***] [***]
[***]
--------------------------------------------------------------------------------
MODEL 5 [***] [***]
[***]
--------------------------------------------------------------------------------
Notes:
- Licensee agrees to enter into agreements with its sublicensees that
protect Virage Logic's confidential information, including specifically
the memory compilers and/or instances, at least to the same extent as
those protections provided in the Master License. In no event shall
Licensee sublicense the memory compilers and/or instances to any entity
that is involved in the commercial sale or license of memory compilers
and/or instances.
- Partner is defined as a company that collaborates closely with Licensee
for the development of mutually beneficial products
- Partner as referred to in the table above excludes Crolles II [***].
- Regarding Model 3 above; in the event that the partner wishes to
manufacture at [***], the Partner pays the appropriate project fee as
defined in body of this Exhibit
THE SYMBOL "[***]" IS USED TO INDICATE THAT A PORTION OF THE
EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS.
Page 11 of 12
APPENDIX 5-- MANUFACTURING FEES FOR STAR, CAM & NOVeA
(to be completed by 30 September 2002)
THE SYMBOL "[***]" IS USED TO INDICATE THAT A PORTION OF THE
EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS.
Page 12 of 12
