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CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS DOCUMENT
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
EXHIBIT 10.10
FIBRE CHANNEL CROSS-LICENSE AGREEMENT
BETWEEN
JNI AND ADAPTEC
This Fibre Channel Cross-License Agreement (the "AGREEMENT") is made
effective as of November 12, 1998 (the "EFFECTIVE DATE"), by and between
Adaptec, Inc., having a place of business at 000 Xxxxx Xxxxxxxx Xxxxxxxxx,
Xxxxxxxx, Xxxxxxxxxx 00000 ("ADAPTEC"), and Jaycor Networks, Inc., having a
place of business at 0000 Xxxxx Xxxxxx Xxxxx, Xxx Xxxxx, Xxxxxxxxxx 00000
("JNI").
RECITALS
A. Adaptec and JNI are entering into that certain Asset Acquisition
Agreement of even date herewith (the "ASSET ACQUISITION AGREEMENT") under which
JNI is acquiring from Adaptec certain assets and rights with respect to
Adaptec's fibre channel host bus adapters and PCI to fibre channel controllers
products.
B. JNI desires that Adaptec grant to JNI a non-exclusive license to
certain fibre channel technology used by Adaptec in connection with its
non-fibre channel-related products.
C. Adaptec desires that JNI grant to Adaptec a non-exclusive license to
use any error corrections, updates and other future versions and releases of
such Adaptec fibre channel technology developed by JNI to enable Adaptec to
integrate JNI's chip-level fibre channel products in and with Adaptec products
and to distribute such integrated products, and to distribute such error
corrections, updates and future versions and releases with fibre channel
products supplied by JNI or its licensees.
NOW, THEREFORE, Adaptec and JNI agree as follows
1. DEFINITIONS.
1.1 "ADAPTEC LICENSED TECHNOLOGY" means the Adaptec fibre channel
firmware and software and blocks identified in Exhibit A hereto.
1.2 "ADAPTEC LICENSED PATENTS" means the issued patents, patent
applications and invention disclosures identified in Exhibit B hereto.
1.3 "ADAPTEC REMUS SOFTWARE" means the Adaptec software
identified in Exhibit A hereto and any error corrections and updates for such
software that Adaptec provides to JNI pursuant to Section 2.2(e).
1.4 "FIBRE CHANNEL PRODUCTS" means the fibre channel chip-level
and boardlevel products identified in Schedule 1.9 of the Asset Acquisition
Agreement and other fibre channel products based on such products. Fibre Channel
Products include without limitation the Completed Fibre Channel Products (as
defined in the Asset Acquisition Agreement) and Incomplete Fibre Channel
Products (as defined in the Asset Acquisition Agreement).
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1.5 "JNI LICENSED TECHNOLOGY" means any and all error
corrections, updates and future versions or releases of the fibre channel chip
firmware and software identified in Exhibit C hereto developed by or for JNI
during a five (5) year period commencing as of the Effective Date and which are
incorporated into Fibre Channel Products purchased by Adaptec from JNI or its
licensees.
1.6 "INTELLECTUAL PROPERTY RIGHTS" means patent rights (including
patent applications and disclosures), rights of priority, mask work rights,
industrial design rights, copyrights, trade secrets, know-how and any other
intellectual property rights recognized in any country or jurisdiction in the
world.
2. CROSS-LICENSES.
2.1 Adaptec Licensed Technology License.
(a) License Grant. Subject to the terms and conditions of
this Agreement, Adaptec grants JNI an irrevocable, perpetual, non-exclusive,
worldwide, fully paid and royalty-free license under all of Adaptec's
Intellectual Property Rights in the Adaptec Licensed Technology to use, copy and
modify such technology solely in connection with the design, development,
manufacture, licensing, distribution and sale of Fibre Channel Products.
(b) Sublicensable Rights. As to the "Fibre Channel SlimHIM
code" and "Fibre Channel CHIM code" components of the Adaptec Licensed
Technology identified in Exhibit A hereto, JNI will have the right to sublicense
the rights set forth in subsection (a) to JNI's customers of the Fibre Channel
Products. As to all other components of the Adaptec Licensed Technology
identified in Exhibit A hereto, JNI will have no right to sublicense the rights
set forth in subsection (a).
(c) Scope of License Expansion. JNI will have the right to
exercise the license rights granted under subsection (a) in connection with the
design, development, manufacture, licensing, distribution and sale of products
other than Fibre Channel Products, as approved in advance in writing by Adaptec,
which approval will not be unreasonably withheld.
2.2 Adaptec Remus Software License.
(a) License Grant. Subject to the terms and conditions of
this Agreement, Adaptec grants JNI an irrevocable, perpetual, non-exclusive,
non-sublicensable, worldwide, royaltybearing license under all of Adaptec's
Intellectual Property Rights in the Adaptec Remus Software to reproduce and
distribute the Adaptec Remus Software, in binary code form, solely in connection
with JNI's distribution and sale of Fibre Channel Products to Avid Technology,
Inc. ("AVID"). JNI's rights in the Adaptec Remus Software will be limited to
those expressly granted in this Section 2.2. Adaptec reserves all rights and
licenses in and to the Adaptec Remus Software not expressly granted to JNI
under this Agreement.
(b) Royalty Payment and Payment Terms. For each copy of
the Adaptec Remus Software distributed by JNI, JNI will pay Adaptec a
* . Within *
, JNI will deliver to
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* "Confidential portion has been omitted and filed separately with the
Securities and Exchange Commission."
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Adaptec a written report showing all information reasonably necessary for
Adaptec to compute the amount of royalties payable by JNI for the applicable
calendar quarter. JNI will pay any royalties due at the time such report is
provided to Adaptec. All payments made under this Agreement after their due date
will incur interest at a rate equal to one percent (1.0%) per month or the
highest rate permitted by applicable law, whichever is lower. JNI will pay to
Adaptec all amounts payable under this Agreement by check or, at Adaptec's
option, by bank-to-bank wire transfer to an account designated by Adaptec.
(c) Taxes. All amounts payable by JNI under this Section
2.2 are exclusive of all sales, use, and other taxes and duties. JNI will be
responsible for all such taxes and duties and will indemnify and hold Adaptec
harmless from and against any obligation liability or claim imposed on Adaptec
by any taxing authority to pay any such taxes and duties.
(d) JNI's Records and Audit. JNI will maintain complete
and accurate records regarding the Adaptec Remus Software for a period of one
(1) year after the distribution of such software. Adaptec will have the right,
upon reasonable notice and during normal business hours, to appoint an Adaptec
representative, mutually agreed to by both parties, to audit such records. If,
upon performing such audit, it is determined that JNI has underpaid Adaptec by
an amount greater than five percent (5%) of the payments due Adaptec under
subsection (b) in the period being audited, JNI will immediately reimburse
Adaptec for all reasonable expenses and costs incurred by Adaptec in connection
with such audit in addition to its obligation to make full payment under
subsection (b).
(e) Support. Adaptec; will provide JNI, at no additional
cost, with those error corrections and updates for the Adaptec Remus Software
that Adaptec provides generally to its other licensee of such software.
Adaptec's obligation under this subsection (e) will remain in effect until the
earlier of Adaptec's discontinuance of support for such software or the last
shipment by JNI to Avid of the Fibre Channel Product in connection with which
such software is used.
2.3 Adaptec Board Testing Software License Grant. Subject to the
terms and conditions of this Agreement, Adaptec grants JNI an irrevocable,
perpetual, non-exclusive, worldwide, fully paid and royalty-free license under
all of Adaptec's Intellectual Property Rights in the component of the Adaptec
Licensed Technology identified in Exhibit A hereto as "board testing software"
to use such software solely in connection with the design, development and
manufacture of board-level Fibre Channel Products.
2.4 Adaptec Licensed Patents License Grant. Subject to the
terms and conditions of this Agreement, Adaptec grants JNI a an irrevocable,
perpetual, non-exclusive, non-sublicensable, worldwide, fully paid and
royalty-free license to practice the Adaptec Licensed Patents solely to make,
have made, use, import and sell Fibre Channel Products.
2.5 JNI Licensed Technology License.
(a) License Grant. Subject to the terms and conditions of
this Agreement, JNI grants Adaptec an irrevocable, perpetual, non-exclusive,
non-sublicensable, worldwide, fully-
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paid and royalty-free license under all of JNI's Intellectual Property Rights in
the JNI Licensed Technology as follows:
(i) As to the "Fibre Channel sequencer code," Fibre
Channel SlimHIM code," and "Fibre Channel CHIM code" components of the JNI
Licensed Technology identified in Exhibit C hereto, Adaptec will have the right
to reproduce and modify such components, in source code form, to integrate
chip-level Fibre Channel Products supplied by JNI or its licensees in and with
Adaptec products and to distribute (directly and indirectly) such integrated
products;
(ii) As to the "OSMs" and "Fibre Channel BIOS"
components of the JNI Licensed Technology identified in Exhibit C hereto:
(A) Adaptec will have the right to reproduce
and modify such components, in source code form, solely in connection with
RAID-related applications (and any other non-competitive application type, as
approved in advance in writing by JNI, which approval will not be unreasonably
withheld); and
(B) Adaptec will have the right to
distribute (directly and indirectly) such components, unmodified or modified by
Adaptec, in binary code form, with any Fibre Channel Products supplied by JNI
or its licensees.
(b) Adaptec Affiliates. The rights granted to Adaptec
under subsection (a) above may be exercised by any Adaptec Affiliate. For
purposes of this Section, an "Adaptec Affiliate" means any entity (excluding a
direct competitor of JNI) which controls, is controlled by, or is under common
control with, Adaptec, where "control" means having the ability to elect a
majority of the board of directors or a similar governing body.
(c) Delivery of JNI Licensed Technology. JNI will promptly
provide Adaptec all JNI Licensed Technology, as soon as JNI furnishes or
otherwise makes available such JNI Licensed Technology to any other third-party.
3. OWNERSHIP.
3.1 Ownership Rights. Adaptec presently owns and, notwithstanding
this Agreement, will continue to own all worldwide right, title and interest in
and to the Adaptec Licensed Technology and Adaptec Remus Software, and all
worldwide Intellectual Property Rights therein and thereto, whether the Adaptec
Licensed Technology or Adaptec Remus Software is separate or combined with any
hardware, software, firmware, integrated circuits or devices of any kind. JNI
will own all worldwide right, title and interest in and to the JNI Licensed
Technology and all worldwide Intellectual Property Rights therein and thereto,
whether the JNI Licensed Technology is separate or combined with any hardware,
software, firmware, integrated circuits or devices of any kind.
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3.2 Protection of Ownership.
(a) JNI Obligations. JNI will use its reasonable efforts
to protect Adaptec's Intellectual Property Rights in the Adaptec Licensed
Technology, Adaptec Remus Software and Adaptec Licensed Patents and will use its
reasonable efforts to report promptly to Adaptec any infringement or
misappropriation of such rights of which JNI becomes aware. Adaptec reserves the
sole and exclusive right at its discretion to assert claims against third
parties for infringement or misappropriation of its Intellectual Property Rights
in the Adaptec Licensed Technology and Adaptec Remus Software and to enforce any
Adaptec Licensed Patents against any third parties. JNI expressly acknowledges
and affirms Adaptec's ownership of the Adaptec Licensed Technology and Adaptec
Remus Software as set forth in Section 3.1 above and Adaptec's ownership of the
Adaptec Licensed Patents.
(b) Adaptec Obligations. Adaptec will use its reasonable
efforts to protect JNI's Intellectual Property Rights in the JNI Licensed
Technology and will use its reasonable efforts to report promptly to JNI any
infringement or misappropriation of such rights of which Adaptec becomes aware.
JNI reserves the sole and exclusive right at its discretion to assert claims
against third parties for infringement or misappropriation of its Intellectual
Property Rights in the JNI Licensed Technology. Adaptec expressly acknowledges
and affirms JNI's ownership of the JNI Licensed Technology as set forth in
Section 3.1 above.
4. WARRANTIES.
4.1 General Warranties. Each party warrants that: (i) it has the
corporate power and authority to execute and deliver this Agreement and to
perform its obligations hereunder; (ii) the execution, delivery and performance
of this Agreement has been duly and validly authorized by such party; and (iii)
upon execution and delivery, this Agreement will constitute a valid and binding
agreement of such party, enforceable against it in accordance with these terms.
4.2 Other Warranties.
(a) Adaptec Warranties. Adaptec warrants that:
(i) the Adaptec Licensed Technology and Adaptec
Remus Software, as delivered to JNI by Adaptec as of the Effective Date (as
distinct from implementation of such technology and software in Fibre Channel
Products), does not infringe the Intellectual Property Rights of any third
party;
(ii) the Adaptec Licensed Technology and Adaptec
Remus Software, as implemented by Adaptec in any Completed Fibre Channel
Products as of the Effective Date, does not infringe the Intellectual Property
Rights of any third party; and
(iii) to the best of Adaptec's knowledge, the
Adaptec Licensed Technology and Adaptec Remus Software can be implemented in any
Incomplete Fibre Channel Products without infringing the Intellectual Property
Rights of any third party.
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(b) JNI Warranties. JNI warrants that the JNI Licensed
Technology delivered to Adaptec by JNI as implemented by JNI in any Fibre
Channel Product will not infringe the Intellectual Property Rights of any third
party.
4.3 Warranty Disclaimers. EXCEPT AS EXPRESSLY SET FORTH IN
SECTION 4.2, EACH PARTY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS AND
IMPLIED, WITH RESPECT TO THE ADAPTEC LICENSED TECHNOLOGY, ADAPTEC REMUS
SOFTWARE, AND THE JNI LICENSED TECHNOLOGY, AS APPLICABLE, INCLUDING WITHOUT
LIMITATION THE IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE,
MERCHANTABILITY AND NONINFRINGEMENT.
5. INDEMNITIES.
5.1 Indemnity Obligation. Each party (an "INDEMNIFYING PARTY")
agrees to indemnify, defend, and hold the other party (the "INDEMNIFIED PARTY")
harmless from and against all damages, liabilities, costs, charges and expenses,
including reasonable attorneys' fees resulting from any third party claim based
on a breach by the Indemnifying Party of any of its warranties set forth in
Section 4; provided that: (i) the Indemnified Party furnishes the Indemnifying
Party with prompt written notice of any such claim; (ii) the Indemnified Party
provides the Indemnifying Party with sole control of the defense and settlement
of any such claim; and (iii) the Indemnified Party provides the Indemnifying
Party, at the Indemnifying Party's expense, with all information and assistance
reasonably necessary for the defense and settlement of any such claim. The
Indemnified Party will have the right to retain counsel, at the Indemnified
Party's expense, to participate in the defense of any such claim. The
Indemnifying Party will not settle any such claim without first obtaining the
Indemnified Party's prior written consent, which consent will not be
unreasonably withheld, if the terms of such settlement would adversely affect
the Indemnified Party's rights under this Agreement.
5.2 Workaround Obligation. In the event an Indemnified Party is
enjoined from using the technology of the Indemnifying Party, as licensed
hereunder, the Indemnifying Party will, to the extent commercially practicable
use reasonable efforts to provide a workaround or other modification to enable
the Indemnified Party to continue to use the enjoined technology.
5.3 Sole Remedy and Indemnity Limitations. The provisions of this
Section 5 set forth the Indemnified Party's sole and exclusive remedies and the
Indemnifying Party's sole and exclusive obligations for any claim based on a
breach by the Indemnifying Party of any of its warranties set forth in Section
4. In addition, Adaptec and JNI expressly acknowledge and agree that,
notwithstanding anything in this Agreement to the contrary: (i) Adaptec's
obligations and aggregate liability under this Section 5 are subject to the
terms and conditions set forth in Section 9.1 and Section 9.6(ii), as set forth
in the Asset Acquisition Agreement; and (ii) JNI's aggregate liability under
this Section 5 shall not exceed the limit on Adaptec's liability set forth in
Section 9.6(ii) of the Asset Acquisition Agreement, and shall be determined and
be payable on the same terms as the terms applicable to Adaptec in Section
9.6(ii) of the Asset Acquisition Agreement.
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6. CONFIDENTIALITY.
6.1 Definition of Confidential Information. "CONFIDENTIAL
INFORMATION" means: (i) the Adaptec Licensed Technology and Adaptec Remus
Software; (ii) the JNI Licensed Technology; and (iii) any other non-public
technical or business information disclosed by a disclosing party to a receiving
party under this Agreement.
6.2 Exclusions. Confidential Information does not include any
information that: (i) is in or becomes part of the public domain through no
fault or breach of this Agreement by the receiving party; (ii) was rightfully in
the possession of the receiving party without an obligation of confidentiality
prior to its disclosure hereunder; (iii) is independently developed by the
receiving party without use of or reference to any of the disclosing party's
Confidential Information; or (iv) a receiving party rightfully obtains from a
third party without restriction on use or disclosure.
6.3 Obligations. Each party will not use any of the disclosing
party's Confidential Information except as expressly permitted under this
Agreement. Each party will maintain all of the disclosing party's Confidential
Information in strict confidence and not disclose any of the disclosing party's
Confidential Information to any third parties except to employees, contractors,
consultants, affiliates and sublicensees with a bona fide need to know for such
party's performance of this Agreement, provided that each of the foregoing is
subject to written nondisclosure and limited use restrictions at least as
protective as those set forth herein. Each party will use its best efforts to
prevent inadvertent disclosure, publication or dissemination of any of the
disclosing party's Confidential Information and will promptly notify the
disclosing party in writing of any actual or suspected unauthorized use or
disclosure of any of its Confidential Information.
7. LIMITATION OF LIABILITY. IN NO EVENT WILL EITHER PARTY BE LIABLE TO
THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, EXEMPLARY,
SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF USE,
LOSS OF PROFITS, OR LOSS OF DATA, ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT OR THE USE OF THE ADAPTEC LICENSED PATENTS OR THE USE OR PERFORMANCE
OF THE ADAPTEC LICENSED TECHNOLOGY OR THE ADAPTEC REMUS SOFTWARE OR THE JNI
LICENSED TECHNOLOGY, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON
CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE,
EVEN IF A PARTY HAS BEEN ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES.
8. TERM. This Agreement will commence as of the Effective Date and will
remain in force and effect thereafter.
9. GENERAL PROVISIONS.
9.1 Governing Law. This Agreement will be governed by and
construed in accordance with the laws of the State of California, excluding its
conflict of laws rules and principles.
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9.2 Assignment. Neither party may assign this Agreement, in whole
or in part, without the other party's prior written consent, and any attempt to
assign this Agreement without such consent will be null and void. The foregoing
will not be deemed to prohibit either party from assigning this Agreement in
connection with a merger or consolidation of such party or sale of all or
substantially all of such party's assets with, into or to any entity. Subject to
the foregoing, this Agreement will bind and inure to the benefit of each party's
permitted successors and assigns.
9.3 Waiver. The failure by either party to enforce any provision
of this Agreement will not constitute a waiver of future enforcement of that or
any other provision. Neither party will be deemed to have waived any rights or
remedies hereunder unless such waiver is in writing and signed by a duly
authorized representative of the party against which such waiver is asserted.
9.4 Force Majeure. Neither party will be responsible for any
failure or delay in its performance due to causes beyond its reasonable control,
including, but not limited to, acts of God, war, riot, embargoes, acts of civil
or military authorities, fire, floods, earthquakes, accidents, strikes, or fuel
crises, provided that such party gives prompt written notice thereof to the
other party and uses its diligent efforts to resume performance.
9.5 Severability. If a court of competent jurisdiction finds any
provision of this Agreement invalid or unenforceable, that provision of the
Agreement will be amended to achieve as nearly as possible the intent of the
parties, and the remainder of this Agreement will remain in full force and
effect.
9.6 Entire Agreement. This Agreement, including all Exhibits
hereto, constitutes the entire agreement between the parties relating to its
subject matter and supersedes all prior or contemporaneous representations,
discussions, negotiations, and agreements, whether written or oral, relating to
its subject matter.
9.7 Amendment. Modification. This Agreement may be amended or
modified only by a writing that is signed by duly authorized representatives of
both parties.
9.8 Notices. All notices, approvals, consents and other
communications required or permitted under this Agreement will be in writing and
delivered by confirmed facsimile transmission, by courier or overnight delivery
service with written verification of receipt, or by registered or certified
mail, return receipt requested, postage prepaid, and in each instance will be
deemed given upon receipt. All such notices, approvals, consents and other
communications will be sent to the addresses set forth above or to such other
address as may be specified by either party to the other in accordance with this
Section.
9.9 Relationship of Parties. The parties to this Agreement are
independent contractors. There is no relationship of agency, partnership, joint
venture, employment or franchise between the parties. Neither party nor its
employees has the authority to bind or commit the other party in any way or to
incur any obligation on its behalf.
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9.10 Compliance with Law. Each party will comply with all laws
and regulations applicable to the performance of its obligations under this
Agreement. Each party acknowledges that the other party's technology licensed
hereunder, including any technical data related thereto, may be subject to U.S.
export control laws and regulations and each party agrees not to export or
re-export (directly or indirectly) any of the other party's technology licensed
hereunder, or other technical data related thereto, without complying with all
applicable U.S. export control laws and regulations.
9.11 Counterparts. This Agreement may be executed in
counterparts, each of which will be deemed an original, but all of which
together will constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement by their
duly authorized officers or representatives and delivered as of the Effective
Date.
AGREED:
ADAPTEC, INC. JAYCOR NETWORKS, INC.
By: /s/ XXXXX XXXXXXX By: /s/ XXXXX X. XXXXXXXX
------------------------------ ---------------------------------
Printed Name: Printed Name:
-------------------- -----------------------
Title: Title:
--------------------------- ------------------------------
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11/12/98
SCHEDULES
TO
CROSS-LICENSE AGREEMENT
ADAPTEC, INC.
FIBRE CHANNEL PRODUCTS
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EXHIBIT A
Adaptec Licensed Technology
Adaptec Licensed Technology includes the following:
Discrete Circuits (as defined in the Asset Acquisition Agreement)
Fibre Channel sequencer code
Sequencer Assembly Code Compiler
Sequencer Object Code Convert Software
Fibre Channel SlimHIM code
Fibre Channel CHIM code ("portable" Fibre Channel drivers, common for
multiple O/S)
Fibre Channel BIOS
Remus Software (limited rights as described in Agreement)
Board Testing Software used with test equipment transferred to JNI
Blocks:
*
2
* "Confidential portion has been omitted and filed separately with the
Securities and Exchange Commission."
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EXHIBIT B
Adaptec Licensed Patents
ADPT CODE TITLE STATUS XXX. # FILED O/C
ECX-00l/A-1C Computer Bus to SCSI Bus Host Adapter Integrated Circuit issued 5,655,147 4/19/94 XXXX
ECX-002/A A Programmably Configurable Host Adapter Integrated Circuit
Including A RISC Process issued 5,659,690 10/15/92 XXXX
ECX-009/A-1C Method and Apparatus for Automatically Loading Configuration filed 10/21/97 SMMFF
Data on Reset into a Host Adapter Integrated Circuit
ECX-017/A Error Generation Circuit for Testing a Digital Bus issued 5,701,409 2/22/95 SMMFF
ECX-017/A-1C Error Generation Circuit for Testing a Digital Bus filed 2/7/97 SMMFF
ECX-033/A An Improved Hardware Command Block Delivery Queue for Host filed 3/13/97 XXXX
Adapters and Other Devices with Onboard Processors
ECX-034/A An Improved Command Block Delivery Queue for Host Adapters filed 3/13/97 XXXX
ESG-001/A HST Mon Auto Disconnect disclosure XXXX
ESG-002/A ***upcoming RIO disclosure from Xxxxxxxx
MCS-014/A Improved Hardware Control Block Delivery Queues for Host filed 5/22/97 XXXX
Adapters and Other Devices with Onboard Processors
MCS-015/A Execution Suspension and Resumption in Multi-Tasking Host Adapters filed 6/2/98 XXXX
MCS-016/A Register Partitioning in Multi-Tasking Host Adapters filed 6/2/98 XXXX
MCS-027/A A Host Adapter Having a Snapshot Mechanism filed 6/2/98 SMMFF
MCS-028/A A Host Adapter Having Paged Payload Buffers for Simultaneously filed 6/2/98 SMMFF
Transferring Data Between a Computer Bus and a Peripheral Bus
MCS-029/A A Host Adapter Capable of Simultaneously Transferring Data of filed 6/2/98 SMMFF
Multiple Contexts Between a Computer Bus and a Peripheral Bus
MCS-031/A Multiple Access Memory Architecture filed 6/2/98 SMMFF
MCS-032/A Decouple Serial Memory Access with Passkey Protected Memory Areas filed 6/2/98 SMMFF
MCS-033/A Non-Invasive Processor Master Back Off filed 6/2/98 XXXX
MCS-034/A Monitor Port with Selectable Trace Support filed 6/2/98 SMMFF
MCS-035/A Data Stream Packer and Unpacker Integrated Circuit filed 6/2/98 SMMFF
MCS-036/A PROVISIONAL: Fast Stack Save and Restore System and Method provisional SMMFF
MCS-037/A Source-Destination Re-Timed Cooperative Communication Bus filed 6/2/98 XXXX
MCS-039/A Timer Using a Single Counter to Track Multiple Time-Outs filed 6/2/98 SMMFF
MCS-041/A Host Adapter Including Interrupt Posting Structure filed 6/2/98 SMMFF
STG-001/A High Speed Boundary Scan Design filed 10/16/97 H&M
STG-010/A A Low Power Scan Cell filed 6/30/98 XXXX
STG-018/A Fibre Channel Host Bus Adapter Having Multi-Frequency Clock Buffer filed 9/25/98 Christie
For Reduced Power Consumption
STG-019/A Electrostatic Discharge Protection Bus/Die Edge Seal and Method
for Making the Same filed 7/15/98 H&M
STG-021/A Boundary Scan Cells with Improved Timing Characteristics filed 9/15/98 H&M
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EXHIBIT C
JNI Licensed Technology
JNI Licensed Technology includes the following:
Fibre Channel sequencer code
Sequencer Assembly Code Compiler
Sequencer Object Code Convert Software
Fibre Channel SlimHIM code
Fibre Channel CHIM code ("portable" Fibre Channel drivers, common for
multiple O/S)
Operation system modules (OSMs), including:
Fibre Channel Windows NT 4.0 drivers
Fibre Channel Windows NT 5.0 drivers
Fibre Channel Solaris drivers
Fibre Channel Unixware drivers
Fibre Channel Mac O/S drivers
Fibre Channel BIOS
