EXHIBIT 10.19
LICENSE AGREEMENT
This License Agreement, the "Agreement," Number PL2028, with an "Effective Date"
of November 30, 1997, is made by and between Artisan Components, Inc., a
California corporation, with its principal place of business at 0000 Xxxxxxxx
Xxxxx, Xxxxxxxxx, Xxxxxxxxxx 00000 (hereinafter referred to as "Artisan
Components") and Taiwan Semiconductor Manufacturing Company Ltd., duly
incorporated under the laws of the Republic of China and having its registered
office at N. 121, Park Ave. 3, Science-Based Industrial Park, Hsin-Chu, Taiwan,
R.O.C. (hereinafter referred to as "Licensee").
1. DEFINITIONS
1.1 "AFFILIATE" means any corporation or other business entity during the term
of this Agreement in which, but only for so long as, Licensee owns or controls
directly or indirectly, at least 50% of the outstanding stock or other voting
rights entitled to elect directors; provided, however, that in any country where
the local law does not permit equity participation of at least 50%, then
Affiliate will include any company in which Licensee owns or controls, directly
or indirectly, the maximum percentage of such outstanding stock or voting rights
permitted by law.
1.2 "COMPETITOR OF ARTISAN COMPONENTS" means any company or entity that
develops and/or markets for commercial purposes standard cells, I/O cells and/or
embedded memories.
1.3 "DESIGN" means any integrated circuit, integrated circuit mask, silicon
wafer, design database or graphical representation of a design database
containing representations of Licensed Products or designed with data from
Licensed Products from Artisan Components in any of its various formats,
including but not limited to: circuit schematics, ASCII or binary data, logic
diagrams, simulations models, physical layout, hardware description languages,
timing characteristics and netlists.
1.4 "DESIGN DATA AND TECHNIQUES" means the Artisan Components supplied data,
circuit and logic elements, libraries, architectures, and technical information
incorporated in the Licensed Products and Documentation, and employed in the
process of creating Designs.
1.5 "INTERNAL USE DOCUMENTATION" means the Internal Use Documentation listed
in Appendix A.
1.6 "LIC/WAFER" shall mean any single integrated circuit die and/or piece of
silicon wafer manufactured Using all or any portion of the Licensed Products
and/or any derivative work extension, enhancement or modification of Licensed
Products made by or for Licensee. Without limiting the foregoing, LIC/Wafer
includes all silicon wafer manufactured by or for Licensee which wafer includes
(a) any placed and routed standard cells from the Licensed Products or (b) any
other portions or representations of any of the Licensed Products.
1.7 "LICENSED PRODUCTS" means the data and/or software and related
documentation set forth in Appendix A and Updates thereto, whether in object
code, reconfigurable binary, ASCII
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data, binary data or any other form. Licensed Products includes Physical Views,
Models and User Documentation and Internal Use Documentation. Appendix A defines
the specifications, deliverables, and the delivery schedule of the Licensed
Products.
1.8 "LICENSED SITE(S)." Appendix A defines the site(s) that will be licensed
to Use the Licensed Products.
1.9 "LICENSEE"S MANUFACTURING SITE(S)" means manufacturing facilities for
integrated circuits/silicon wafer owned or controlled by Licensee, and third
party owned manufacturing facilities for integrated circuits/silicon wafer to
the extent they are under contract to Licensee for manufacturing integrated
circuits/silicon wafer.
1.10 "MODELS AND USER DOCUMENTATION" means the library element timing,
simulation models, logical symbols, floor planning abstracts and related
documentation.
1.11 "PHYSICAL VIEWS" means the library element physical design and related
documentation, whether in object code, reconfigurable binary, ASCII data, binary
data, or any other form as identified in Appendix A. If any of the Licensed
Products consist of standard cells and/or I/O cells, then as identified in
Appendix A, Physical Views will include any such schematics and netlists for
such standard cells and I/O cells as identified in Appendix A.
1.12 "REVENUE" means all [***Redacted] received by Licensee for all
[***Redacted] Licensee. Revenue shall accrue to Licensee for purposes of this
Agreement [***Redacted] upon the earlier of (i) receival of payments from
Licensee's customers of [***Redacted], or (ii) the date Licensee invoices its
customers for [***Redacted]. (If [***Redacted] are manufactured in
[***Redacted], the Revenue shall accrue for any such [***Redacted] upon the date
of receiving the [***Redacted] for the [***Redacted].
1.13 "UPDATE(S)" means a derivative work extension, enhancement or
modification of a Licensed Product made by or for Artisan Components, which
Artisan Components in its sole discretion releases to its licensees free of
charge. Updates shall not include any new or additional features, enhancements,
or options which increase the basic functionality of the Licensed Product for
which Artisan Components charges a separate or additional fee.
1.14 "USAGE, USING, USE OR USED" means the transmitting, processing, storing,
designing with or displaying of any portion of the Licensed Product through the
use of computer and/or video equipment and/or utilizing Models and User
Documentation, in each case solely for the purpose of designing LIC/Wafers and
manufacturing LIC/Wafers at Licensee"s Manufacturing Site(s). "Usage, Using, Use
or Used" also includes the [***Redacted] delivered as part of the Licensed
Product(s), solely for the purpose of [***Redacted] and [***Redacted] at
[***Redacted]; provided, however, that although Licensee shall have a license to
[***Redacted] in accordance with this Agreement, Licensee acknowledges that the
Licensed Products being licensed hereunder are [***Redacted] in a [***Redacted]
to [***Redacted]. Except as set forth above, "Usage, Using, Use or Used"
[***Redacted] include the
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[***Redacted] of [***Redacted] of the [***Redacted] and [***Redacted] the
Licensed Products are granted to Licensee under this Agreement.
2. LICENSE GRANT, RESTRICTED USE, DEVELOPMENT AND DELIVERY OF THE LICENSED
PRODUCTS, AND ADDITIONAL COPIES
2.1 Subject to the terms and conditions stated herein, Artisan Components
grants to Licensee a non-transferable (except as specifically set forth herein),
non-sublicenseable (except as specifically set forth herein), non-exclusive,
royalty-bearing, worldwide (subject to applicable export laws), unlimited (in
accordance with all the terms and conditions herein) license to Use the Licensed
Product(s) and to reproduce the Licensed Products for internal distribution at
the Licensed Sites(s) and for distribution of the Models and User Documentation
and Physical Views as set forth in Section 2.2.
2.2 Subject to the terms and conditions stated herein, Artisan Components
grants to Licensee a non-transferable (except as specifically set forth herein),
non-exclusive, royalty-bearing, worldwide (subject to applicable export laws),
unlimited (in accordance with all the terms and conditions herein) license to
distribute the Models and User Documentation and Physical Views as follows:
(a) Licensee may [***Redacted] to [***Redacted] as needed to
[***Redacted]; provided, that any such entity [***Redacted].
(b) Licensee may distribute the [***Redacted] to [***Redacted] as needed
to [***Redacted]; provided, that (i) Licensee identifies such recipient
entities as per Section 7.3, (ii) any such entity is [***Redacted] and
(iii) such disclosure and distribution of the [***Redacted] is made only
to entities who are under an NDA/agreement with Licensee which provides at
a minimum for the following protection: (A) a confidentiality provision
sufficient to protect the [***Redacted] from [***Redacted]; and (B) a
restricted use provision that is sufficient to limit use of the
[***Redacted] for the [***Redacted].
Except as specifically set forth above, none of the Licensed Products,
including but not limited to the Internal Use Documentation, may be disclosed to
third parties or distributed outside of Licensed Site(s).
2.3 Artisan Components shall use reasonable efforts to complete the delivery
of the Licensed Products according to the schedule as provided in the Appendix
A. Licensee may proceed with a mutually agreed upon Quality Assurance Procedure
to the Licensed Products delivered by Artisan Components in order to ascertain
that the Licensed Products are in material conformance with the specifications
as provided in the Appendix A. If the Licensed Products delivered by Artisan
Components fail to conform with such Quality Assurance Procedure conducted by
Licensee and Licensee identifies any such deficiencies during the [***Redacted]
day period following delivery of the Licensed Products, Artisan Components shall
be responsible for necessary revisions to meet the specifications as provided in
the Appendix A.
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2.4 Licensee acknowledges and agrees that: (a) unauthorized reproduction,
modification, electronic transfer or other Use of Licensed Product(s) which is
not expressly authorized by this Article 2 is a breach of a material obligation
of this Agreement; and (b) in the event that unauthorized copies of Licensed
Product(s) are made and/or Used by Licensee or its personnel, and Artisan
Components elects not to terminate this Agreement pursuant to Article 9,
Licensee shall by virtue of such act(s) be deemed to order and accept a license
for and shall pay Artisan Components the list price and applicable royalties and
support fees for each such unauthorized production, electronic Use, other
unauthorized Use, or transfer of Licensed Products. These fees shall be Artisan
Components' published list prices and applicable royalties and support fees
existing on the date such unauthorized use first occurred. License Fees, support
fees and previously accrued royalties shall be due, for purposes of Article 7,
[***Redacted] days following discovery by Artisan Components of such
unauthorized use.
2.5 Prior to disposing of any machines, software media (e.g. disks or backup
records) or other similar apparatus, Licensee shall erase or otherwise destroy
any Licensed Product(s) or portion thereof contained on such media or stored in
such apparatus.
2.6 In the event that Artisan Components reasonably deems itself insecure with
respect to Licensee's compliance with the foregoing provisions, Licensee shall,
within ten (10) days of written notification provide written certification by a
duly authorized officer of the compliance with the terms of this Article 2 to
Artisan Components.
2.7 If Licensee distributes the Models and User Documentation and/or Physical
Views, as authorized herein, to an agency, department, or other entity of the
United States Government ("Government"), the Government's use, reproduction,
release, modification, disclosure or transfer of the Licensed Products, or of
any related documentation of any kind, including technical data, is restricted
in accordance with Federal Acquisition Regulation ("FAR") 12.212 for civilian
agencies and Defense Federal Acquisition Regulation Supplement ("DFARS")
227.7202 for military agencies. The Licensed Products are commercial. The use
of the Licensed Products by any Government agency, department, or other entity
of the Government, is further restricted in accordance with the terms of this
Agreement, or any modification hereto. Licensee will affix the following legend
before delivery to the Government of each of the Models and User Documentation
and/or Physical Views to be delivered to the Government:
Use, duplication, reproduction, release, modification, disclosure or
transfer of this commercial product and accompanying documentation, is
restricted in accordance with FAR 12.212 and DFARS 227.7202, and by a
license agreement.
Contractor/manufacturer is: Artisan Components, Inc., 0000 Xxxxxxx Xxxxx,
#000, Xxx Xxxx, Xxxxxxxxxx 00000.
2.8 Licensee shall indemnify, defend and hold harmless Artisan Components from
and against any and all claims, losses, damages and liabilities arising out of
or in connection with (i) Licensee's use of the Licensed Products which is not
strictly in accordance with this Agreement;
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the manufacture, use or sale of LIC/Wafers which is not strictly in accordance
with this Agreement; (ii) Licensee's negligence or willful misconduct; or (iii)
any derivative work extension, enhancement or modification of Licensed Products
made by Licensee.
2.9 During the term of this Agreement, Artisan Components will not distribute
the Licensed Products in the exact form as [***Redacted] to any third parties
unless (i) the third parties are under an NDA with Licensee; (ii) Licensee gives
its consent to such disclosure, or (iii) such third parties are an independent
contractor or agent of Artisan Components, under an obligation of
confidentiality and the distribution to such third party is to help/assist
Artisan Components in performing under this Agreement. Notwithstanding the
foregoing, nothing herein shall be construed as prohibiting or constraining
Artisan Components from developing or distributing the Licensed Products
[***Redacted] to and for any other party, even if such Licensed Products are the
same as the Licensed Products hereunder but for [***Redacted].
3. SUPPORT CONDITION, SILICON DEBUGGING AND PRODUCT ENGINEERING
3.1 Artisan Components will provide Licensed Product support via email and
facsimile to one Licensed Site, as is deemed reasonable by Artisan Components at
[***Redacted] for a period of [***Redacted] after delivery of the Licensed
Products to a common carrier as provided in Section 5.3. Such support is
conditioned upon Licensee identifying no more than [***Redacted] technical
support contacts at any one time for purposes of receiving and seeking technical
support from Artisan Components hereunder. Except as set forth in Section 3.3,
Licensee acknowledges and agrees that [***Redacted] for or relating to any
[***Redacted], to the Licensed Products [***Redacted], including [***Redacted].
3.2 The design and verification techniques for the Licensed Products used by
Artisan Components depend on the accuracy of models, flows and design tools;
some of which are provided by Artisan Components' licensees and their target
foundries. Due to practical limits on the accuracy of these models, flows and
design tools, the fabricated silicon behavior may not always agree with that
predicted. In these cases, Artisan Components will assist the Licensee in
silicon debugging and product engineering at Artisan Components [***Redacted]
plus applicable expenses. Silicon debugging and product engineering do not fall
under the support provisions set forth in Section 3.1 above.
3.3 Artisan Components will provide Licensee with technical information
relating to the development of the [***Redacted] as Artisan Components
[***Redacted] to [***Redacted] [***Redacted] as authorized hereunder, and
[***Redacted] of [***Redacted] provides to [***Redacted]. Any such technical
information shall be considered part of the Licensed Products and subject to the
terms and conditions hereunder.
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4. TERM
This Agreement is effective from its execution by Licensee and Artisan
Components and shall remain in full force and effect for a period of twenty (20)
years, unless earlier terminated as provided in Article 9 below.
5. ORDER, CHANGES AND DELIVERY TERMS
5.1 All orders for Licensed Products submitted by Licensee will be initiated
by Licensee's written purchase orders sent to Artisan Components and requesting
a delivery date during the term of this Agreement. All Licensed Products
provided to Licensee by Artisan Components during the term of this Agreement
will be subject to the terms and conditions of this Agreement. Except as
otherwise agreed in writing signed by an officer of Artisan Components, nothing
contained in any purchase order submitted by Licensee pursuant to this Agreement
will in any way modify, delete or add any terms or conditions to said purchases
and licenses, and Licensee hereby waives such purchase order provisions.
5.2 Changes to the scope of work either requested by and/or necessitated by
Licensee's specifications will be evaluated for both schedule and cost impact.
The Licensee will be asked to complete an Engineering Change Order Request Form,
an "ECO," and submit it to Artisan Components for review. If after review by
Artisan Components, it is determined that both the schedule and/or quoted sales
prices must change to accommodate the ECO, Artisan Components will notify the
Licensee in writing on Artisan Component's ECO Response Form of any such
schedule and/or price changes. Licensee must provide written acceptance or
refusal of the new schedule and/or costs within [***Redacted] days of having
been so notified. Failure to do so will cause Artisan Components to proceed with
the project as if the Licensee's ECO Request Form had never been received.
Sample ECO Request and ECO Response Forms are attached as Exhibits A and B.
5.3 Artisan Components shall deliver the Licensed Product(s) to a common
carrier specified by Licensee, F.O.B. Origin, freight prepaid and billed or as
otherwise mutually agreed in writing.
6. TITLE
Subject to the licenses granted herein, Artisan Components and its licensors
retain all of their right, title and interest in and to the Licensed Product(s)
and all patent rights, trademarks, trade secrets, copyrights, mask work rights
and all other proprietary rights therein or relating thereto. Except for the
licenses granted in Article 2, no other grants of licenses or rights to Licensee
shall be implied from the provisions stated herein.
7. PAYMENT TERMS AND TAXES
7.1 Except to the provisions of Section 12.3 below, all deposits submitted by
Licensee to Artisan Components shall be non-refundable and noncreditable.
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7.2 Unless otherwise mutually agreed in writing, with respect to Licensed
Products ordered under this Agreement as of the Effective Date or through
placement of a purchase order, Licensee shall pay to Artisan Components the
license fee(s) set forth in Appendix B ("License Fees") in accordance with the
payment schedule set forth in Exhibit B. The foregoing provisions of this
Section 7.2 shall not limit the provisions of Section 2.3 above. Except to the
provisions of Section 12.3 below, License Fees are nonrefundable and
noncreditable. Licensee also shall pay to Artisan Components all amounts set
forth in Section 2.4(b) with respect to unauthorized Use of Licensed Product(s)
and/or Section 2.7 with respect to additional copies of the Licensed Products,
if any, licensed by Licensee under Section 2.7 above.
7.3 Within [***Redacted] days after the end of each calendar quarter, Licensee
further shall compute and, if any, pay to Artisan Components the running
royalties set forth in Appendix B with respect to Revenue [***Redacted] that
accrued in such calendar quarter, and shall submit to Artisan Components with
such royalty payment a report stating royalties payable hereunder for such
calendar quarter and the [***Redacted] in such quarter. The provision of the
foregoing royalty report (including the name and address of any [***Redacted]
that receive any of the [***Redacted]) is a material condition of this Agreement
and must be provided each quarter, even if royalties are not payable for such
quarter. Artisan Components agrees to keep confidential the list of
[***Redacted] provided above. Artisan Components agrees to give Licensee notice
prior to [***Redacted] for purposes of investigating or questioning the
[***Redacted] improper use of any Licensed Product [***Redacted].
7.4 All invoices will be mailed to the address in the applicable Licensee
purchase order, or if not so specified in the purchase order or otherwise
provided by Licensee, to the address for notice set forth in this Agreement.
7.5 Any and all amounts payable hereunder shall be made in United States
Dollars, and do not include any government taxes (including without limitation
sales, use, excise, and value added taxes) or duties imposed by any governmental
agency that are applicable to the export, import, or purchase of the Products
(other than taxes on the net income of Artisan Components), and Licensee shall
bear all such taxes and duties. When Artisan Components has the legal
obligation to collect and/or pay such taxes, the appropriate amount shall be
added to Licensee's invoice and paid by Licensee, unless Licensee provides
Artisan Components with a valid tax exemption certificate authorized by the
appropriate taxing authority.
7.6 All payments by Licensee specified hereunder are expressed as net amounts
and shall be made free and clear of, and without reduction for, any withholding
taxes. Any such taxes which are otherwise imposed on payments to Artisan
Components shall be the sole responsibility of Licensee. If any applicable law
requires Licensee to withhold amounts from any payments to Artisan Components
hereunder, (i) Licensee shall effect such withholding, remit such amounts to the
appropriate taxing authorities and promptly furnish Artisan Components with tax
receipts evidencing the payments of such amounts, and (ii) the sum payable by
Licensee upon which the deduction or withholding is based shall be increased to
the extent necessary to ensure that, after
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such deduction or withholding, Artisan Components receives and retains, free
from liability for such deduction or withholding, a net amount equal to the
amount Artisan Components would have received and retained in the absence of
such required deduction or withholding.
7.7 With respect to License Fees, royalties and other amounts which are
payable to Artisan Components under this Agreement, Licensee shall keep complete
and accurate books and records. Without limiting the generality of the
foregoing, such books and records will include (a) the [***Redacted] for
[***Redacted], (b) the number of [***Redacted] by calendar quarter, and the
[***Redacted] for [*** Redacted], and (c) all data and supporting calculations
used by Licensee to compute the royalties payable by Licensee to Artisan
Components for each calendar quarter. These records shall be retained for a
period of [***Redacted] from the date of payment, notwithstanding the expiration
or termination of this Agreement. Licensee agrees to permit its books, records
to be examined by an independent CPA firm selected by Artisan Components,
subject to reasonable confidentiality provisions, [***Redacted] during normal
business hours, to verify the accuracy of the License Fees, royalties and other
amounts paid to Artisan Components under this Agreement. Prompt adjustment shall
be made by Licensee corresponding to the net amount of any underpayment of any
and all License Fees, royalties and other amounts disclosed by such examination.
If such an examination reveals an underpayment of more than [***Redacted], then
Licensee shall promptly reimburse Artisan Components for the cost of such
examination. The independent CPA to be selected by Artisan Components will be
either:
(i) any one or more of the following CPA firms or any of their successor
entities: Xxxxxx Xxxxxxxx; Xxxxx & Xxxxx/KPMG Peat Marwick; Coopers &
Xxxxxxx/Price Waterhouse; or Deloitte Touche; and/or
(ii) any other mutually agreed upon CPA firm.
7.8 If any currency conversion shall be required in connection with the
calculation of amounts payable under this Agreement, such conversion shall be
made using the selling exchange rate for conversion of the foreign currency into
U.S. Dollars, quoted for current transactions reported in The Wall Street
Journal for the last business day of the calendar quarter to which such payment
pertains.
8. EXPORT RESTRICTIONS
This Agreement, the Licensed Product(s), LIC/Wafers, and the rights granted
hereunder are subject to any and all laws, regulations, orders or other
restrictions relative to export, re-export or redistribution of the Licensed
Product(s) that may now or in the future be imposed by the government of the
United States or foreign governments. Licensee agrees to comply with all such
applicable laws and regulations.
9. TERMINATION
9.1 Artisan Components shall have the right, in its sole discretion, to
terminate this Agreement and the licenses granted hereunder, upon the occurrence
of any of the following events: (a) the failure or neglect of Licensee to pay
Artisan Components any sums or amounts due
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hereunder in a timely manner where such delinquency is not fully corrected
within thirty (30) days of Artisan Components' written demand; or (b) the
failure or neglect of Licensee to observe, keep, or perform any of the material
covenants, terms or conditions of this Agreement where such non-performance is
not fully remedied by Licensee within thirty (30) days of Artisan Components'
written demand; or (c) any breach of Section 2.1, 2.2 or 2.4 hereof (effective
immediately upon written notification, at Artisan Components' option); or (d)
the filing of a petition for Licensee's bankruptcy which is not discharged
within sixty (60) days, whether voluntary or involuntary, or an assignment of
Licensee's assets made for the benefit of creditors, or the appointment of a
trustee or receiver to take charge of Licensee's business for any reason, or
Licensee becoming insolvent or ceasing to conduct business in the normal course.
9.2 Licensee shall have the right, in its sole discretion, to terminate this
Agreement upon the occurrence of any of the following events: (a) Artisan
Components' material breach of this Agreement and failure to cure such breach
within 60 days after receipt of notice from Licensee; or (b) the filing of a
petition for Artisan Components' bankruptcy which is not discharged within sixty
(60) days, whether voluntary or involuntary, or an assignment of Artisan
Components' assets made for the benefit of creditors, or the appointment of a
trustee or receiver to take charge of Artisan Components' business for any
reason, or Artisan Components becoming insolvent or ceasing to conduct business
in the normal course.
9.3 The provisions of Articles 2.9, 6, 7, 8, 10, 11,12, 13, 14, 15, 16, 17,
18, 19, 20, 21 and 22 and Sections 9.2, 9.4 and 9.5 shall survive the expiration
or any termination of this Agreement.
9.4 Upon the effective date of termination, Licensee shall cease to Use and
shall either destroy or return to Artisan Components all of the Licensed
Products, LIC/Wafers in Licensee's possession or under Licensee's control,
Documentation, and copies thereof, together with Licensee's written
certification by a duly authorized officer, that the Licensed Product(s),
LIC/Wafers in Licensee's possession or under Licensee's control, and
Documentation and all copies thereof are no longer in Use and have been returned
to Artisan Components or destroyed.
9.5 Termination of this Agreement under this Section 9 shall be in addition
to, and not a waiver of, any remedy at law or in equity available to either
party arising from the other party's breach of this Agreement.
10. RIGHT TO DESIGN AND METHODS
10.1 Licensee and Artisan Components agree that Licensee shall retain all of
its ownership rights to Designs created or derived through the Use of the
Licensed Product(s).
10.2 Licensee and Artisan Components agree that Artisan Components shall
retain all rights to Design Data and Techniques. Licensee agrees that Artisan
Components will have the irrevocable right to use in the Licensed Product(s) any
Licensee contribution or voluntarily disclosed information provided to Artisan
Components in the course of its relationship with Licensee, except where such
information has been appropriately marked or identified as Licensee
confidential, in which case such information shall be subject to the
restrictions of the appropriate Confidential Disclosure Agreement separately
executed by the parties.
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11. WARRANTIES
11.1 Artisan Components warrants and represents that the Licensed Products
are and will be developed by Artisan Components and that to the best of its
knowledge it has the right and authority to convey the Licensed Products as set
forth herein. As Licensee's sole and exclusive remedy for any breach of this
warranty, Artisan Components will indemnify Licensee in accordance with Section
12.
11.2 PERFORMANCE WARRANTIES. Artisan Components also warrants for a period
of [***Redacted] from the date of initial delivery that the Licensed Products in
the form as delivered by Artisan Components shall be free from defects in media
and shall substantially conform to the specifications set forth in the
Documentation. Artisan Components does not warrant that the use of the Licensed
Products will be uninterrupted or error free. Artisan Components' warranty
obligations are void for any modified Licensed Products, but remain subject to
this Section for the unmodified versions of Licensed Products (i.e., the
versions of the Licensed Products as delivered by Artisan Components). Artisan
Components does not warrant that the Licensed Products are intended or designed
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for modification, including migration to other design rules, and Licensee agrees
that any modifications to the Licensed Products shall be made by Licensee solely
at its own risk and that Artisan Components' warranty obligations are void for
any modified Licensed Products. In the event of any nonconformance of the
Licensed Product, Licensee shall promptly notify Artisan Components in writing,
and provide Artisan Components with evidence and documentation which reproduces
the claimed error and resultant output from the execution or use of such code or
data. Artisan Components' sole obligation and Licensee's exclusive remedy under
this warranty shall be limited to use of its commercially reasonable efforts to
correct such defects. Except as provided under a separate written valid support
agreement between Licensee and Artisan Components, Artisan Components will not
be under any obligation to provide Licensee with any Updates, releases or
enhancements other than to remedy non-conformance under this warranty. Artisan
Components' warranty obligations hereunder will not apply to failure by the
Licensed Products to comply with the limited warranty herein due to accident,
neglect, abuse, acts of God or misapplication, modifications by other than
Artisan Components or due to models, flows, design tools or any other
information provided by Licensee to Artisan Components hereunder. Further, any
silicon debugging or product engineering provided by Artisan Components pursuant
to Section 3.2 above is provided "AS IS." Notwithstanding anything to the
contrary herein, Artisan Components will perform its services provided hereunder
in a professional and workmanlike manner.
11.3 NO FURTHER WARRANTIES. EXCEPT AS SPECIFICALLY SET FORTH IN THIS SECTION
11, ARTISAN COMPONENTS AND ITS LICENSORS DO NOT MAKE ANY EXPRESS, IMPLIED OR
STATUTORY WARRANTIES, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, OR ARISING FROM A COURSE
OF DEALING, TRADE USAGE OR TRADE PRACTICE.
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12. PATENT AND COPYRIGHT INDEMNIFICATION
12.1 DEFENSE OF SUITS. Artisan Components shall, at its own expense, defend
or at its option, settle any claim, suit or proceeding brought by a third party
against Licensee for direct infringement of any third party's valid trade secret
or copyright, or any third party's valid patent issued in the U.S., Taiwan,
Japan or the European Economic Community, by virtue of Licensee's authorized Use
of any of the Licensed Products pursuant to the terms of this Agreement and
shall pay any settlement amounts or damages finally awarded in such claim, suit
or proceeding; provided that Licensee: (a) promptly notifies Artisan Components
in writing of such claim, suit or proceeding, (b) gives Artisan Components sole
control over the defense and/or settlement of such claim, suit or proceeding;
and (c) reasonably cooperates and provides all available information, assistance
and authority to defend or settle the claim, suit or proceeding. Artisan
Components shall not be liable for any costs, expenses, damages or fees incurred
by Licensee in defending such action or claim unless authorized in advance, in
writing by Artisan Components.
12.2 PROSECUTION OF SUITS. Any action to be brought to prevent or enjoin any
third party from infringement of any patent, copyright or other proprietary
rights of Artisan Components with respect to the Licensed Product(s) shall be
brought exclusively by Artisan Components or Artisan Components' designee, in
Artisan Components' sole discretion and as between Licensee and Artisan
Components, at Artisan Components' sole cost and expense.
12.3 INFRINGEMENT REMEDIES. If Licensed Product(s) is, or in Artisan
Components' opinion is likely to become the subject of a claim, suit, or
proceeding alleging infringement, Artisan Components may: (a) procure at no
cost to Licensee, the right to continue Usage of the Licensed Product; (b)
replace or modify the Licensed Product, at no cost to Licensee, to make it non-
infringing, provided that substantially the same function is performed by the
replacement of modified Licensed Product, or (c) if the right to continue Usage
cannot be reasonably procured for Licensee or the Licensed Product cannot be
replaced or modified to make it non-infringing, terminate the license of such
Licensed Product, remove the Licensed Product and grant Licensee refund credit
of any License Fees and/or royalties relating to the infringing Licensed Product
as depreciated on a [***Redacted].
12.4 NO OTHER OBLIGATIONS. The foregoing states Artisan Components' sole
obligations and entire liability with respect to any claimed infringement of the
Licensed Product(s) of any intellectual property or other rights of any third
party.
12.5 LICENSEE'S MODIFICATIONS. Notwithstanding any of the foregoing, Artisan
Components shall have no liability for any claim, suit or proceeding of
infringement to the extent it is based on any extensions, enhancements or
modifications to the Licensed Product made by Licensee or
optimizations/modifications made by Artisan Components to comply with Licensee's
instructions and/or [***Redacted], and for which Licensee will indemnify Artisan
Components as set forth in Section 2.9.
-------------
*** Confidential treatment requested pursuant to a request for confidential
treatment filed with the Securities and Exchange Commission. Omitted portions
have been filed separately with the Commission.
11
13. LIMITATION OF LIABILITY
13.1 LIMITATION ON DAMAGES. IN NO EVENT WILL ARTISAN COMPONENTS OR ITS
LICENSORS OR SUPPLIERS BE LIABLE FOR ANY LOSS OR DAMAGE TO REVENUES, PROFITS,
OTHER ECONOMIC LOSS OR GOODWILL OR COSTS OF REPLACEMENT GOODS OR SERVICES OR ANY
OTHER SPECIAL, INCIDENTAL, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY
KIND, ARISING OUT OF OR RELATING TO THIS AGREEMENT, LICENSED INTEGRATED
CIRCUITS, SILICON WAFER OR THE LICENSED PRODUCTS, OR RESULTING FROM ARTISAN'S
PERFORMANCE OR FAILURE TO PERFORM PURSUANT TO THE TERMS OF THIS AGREEMENT OR
RESULTING FROM THE FURNISHING, PERFORMANCE, DELAY IN DELIVERY, OR USE OR LOSS OF
USE OF ANY LICENSED PRODUCTS OR OTHER MATERIALS DELIVERED TO LICENSEE HEREUNDER,
HOWEVER CAUSED AND WHETHER BASED IN BREACH OF CONTRACT, BREACH OF WARRANTY, TORT
(INCLUDING NEGLIGENCE) OR ANY OTHER THEORY OF LIABILITY. THE FOREGOING
LIMITATIONS SHALL APPLY EVEN IF ARTISAN COMPONENTS HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE
OF ANY LIMITED REMEDY STATED HEREIN.
13.2 MAXIMUM LIABILITY. Artisan Components and its licensors' and suppliers'
aggregate liability to Licensee under any provision of this Agreement shall be
limited to the License Fees, and royalties actually paid by Licensee to Artisan
Components for the Licensed Product(s) in question. The existence of more than
one claim will not enlarge or extend this limit.
14. RELEASE OF PERFORMANCE INFORMATION
Licensee shall not distribute externally or to third parties, any reports or
statements that directly compare the timing, speed, area, functionality or other
performance results of circuit designs created or designed through the Use of
any other products of Licensee or any third party that are similar to the
Licensed Products without the prior written approval of Artisan Components.
15. PUBLICITY; DISCLOSURE OF TERMS
Neither party shall announce or publicly disclose the terms or conditions of
this Agreement without prior written approval from the other party; provided,
however, that either party shall have the right to publicly disclose the
following: (a) that Licensee is a customer of Artisan Components, (b) that
Artisan Components has provided the Licensed Products to the Licensee and that
the Licensed Products were used in the development of the LIC/Wafer, (c) a
product description of the Licensed Products as contained in Artisan Components'
standard product literature.
16. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws
of the State of California, without regard to the conflict of laws provisions
thereof.
12
17. ASSIGNMENT
Neither this Agreement nor any rights or obligations hereunder, in whole or in
part, shall be assignable or otherwise transferable by Licensee except upon
prior written approval of Artisan Components in the event of acquisition,
substantial sale of assets or reorganization. Such approval shall not be
unreasonably withheld. Any unauthorized attempt by Licensee to assign or
transfer this Agreement or any rights or obligations hereunder shall be null and
void. This Agreement shall be freely assignable by Artisan Components without
Licensee's consent. Subject to the foregoing provisions of this Section 17,
this Agreement will be binding upon and inure to the benefits of the parties
hereto, their successors and assigns.
18. NOTICE
Any notices required to be given pursuant to this Agreement shall be in
writing, sent via certified mail, return receipt requested, express
international courier, or by facsimile (a confirmed copy of which to be sent
promptly by mail to addressee) to the address of Artisan Components or Licensee
as set forth below or to such other address as may be specified from time to
time by notice in writing, and such notice shall be deemed to have been received
on the earlier of (a) the date when actually received or (b) if by facsimile,
when the sending party shall have received a facsimile, when the sending party
shall have received a facsimile confirmation that the message has been received
by the receiving party's facsimile machine.
------------------------------------------------------------------------------
If to Artisan Components: If to Licensee:
Artisan Components, Inc. Taiwan Semiconductor Manufacturing Company Ltd.
0000 Xxxxxxxx Xxxxx
Xxxxxxxxx, XX 00000 N. 000, Xxxx Xxx. 0, Xxxxxxx-Xxxxx Xxxxxxxxxx Xxxx
Attn: Manager, Contracts
Telephone: (000) 000-0000 Hsin-Chu, Taiwan, R.O.C.
Facsimile: (000) 000-0000
---------------------------------------------
Attn:
----------------------------------------
Telephone:
-----------------------------------
Facsimile:
-----------------------------------
-------------------------------------------------------------------------------
19. SEVERABILITY AND WAIVER
19.1 The invalidity or unenforceability of any particular provision of this
Agreement shall not affect the other provisions of this Agreement and shall be
construed in all respects as if such invalid or unenforceable provisions were
omitted.
13
19.2 The waiver by either party of any default or breach of this Agreement
shall not constitute a waiver of any other subsequent default or breach.
19.3 Failure or delay by either party in exercising any right or power
hereunder shall not operate as a waiver of such right or power.
20. INHERENTLY DANGEROUS APPLICATIONS
The Licensed Products are not specifically developed or licensed for use in
the planning, construction, maintenance, operation or other use of any nuclear
facility, or for the flight, navigation or communication of aircraft or ground
support equipment, or for military use, medical use or in any other inherently
dangerous activity. Licensee agrees that Artisan Components shall not be liable
for any claims, losses, costs or liabilities arising from such use if Licensee
or its distributors or customers use the Licensed Products for such
applications. Licensee shall notify each distributor and customer of Licensee of
such limitation of use of the Licensed Products and LIC/Wafers. Licensee agrees
to indemnify and hold Artisan Components harmless from any claims, losses,
costs, and liabilities arising out of or in connection with the use of the
Licensed Programs or LIC/Wafers in any such applications.
21. ATTORNEYS FEES
The prevailing party in any action to enforce the terms of this Agreement
shall be entitled to reasonable attorney's fees and other costs and expenses
incurred by it in connection with such action.
22. MISCELLANEOUS TERMS
22.1 The relationship of the parties hereto is that of independent
contractors, and neither party is an employee, agent, partner or joint venturer
of the other.
22.2 Except for payments due hereunder by Licensee, neither party shall have
liability for its failure to perform its obligations hereunder when due to
circumstances beyond its reasonable control.
BOTH PARTIES ACKNOWLEDGE THAT THIS AGREEMENT INCLUDING THE EXHIBITS AND
APPENDICES ATTACHED HERETO IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE MUTUAL
UNDERSTANDING OF THE PARTIES AND SUPERSEDES AND CANCELS ALL CONFLICTING TERMS
AND CONDITIONS AND ALL PREVIOUS AND CONTEMPORANEOUS WRITTEN AND ORAL AGREEMENTS
AND COMMUNICATIONS RELATING TO THE SUBJECT MATTER HEREOF, INCLUDING ANY TERMS
AND CONDITIONS THAT MAY BE INDICATED IN ANY LICENSEE PURCHASE ORDER. THIS
AGREEMENT MAY NOT BE MODIFIED, SUPPLEMENTED, QUALIFIED, OR INTERPRETED BY ANY
TRADE USAGE OR PRIOR COURSE OF DEALING NOT MADE A PART OF THIS AGREEMENT BY ITS
EXPRESS TERMS. THIS AGREEMENT MAY NOT BE MODIFIED OR AMENDED EXCEPT IN WRITING
AND EXECUTED BY DULY AUTHORIZED REPRESENTATIVES OF BOTH PARTIES.
14
BOTH PARTIES ACKNOWLEDGE THAT THEY HAVE READ THIS AGREEMENT, UNDERSTAND IT AND
AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS AS EVIDENCED BY THEIR SIGNATURES
BELOW.
ARTISAN COMPONENTS, INC. TAIWAN SEMICONDUCTOR
MANUFACTURING COMPANY LTD.
By: /s/ Xxxxxx X. Xxxxx By: [/s/ unreadable]
------------------------ -----------------------
Signature of an Officer of Signature of an Authorized
the Corporation Representative
By: Xxxxxx X. Xxxxx By: [***Redacted]
------------------------ ---------------------
Printed Name of the Signing Officer Printed Name of the Signing
Authorized Representative
Title: Vice President & CFO Title: [***Redacted]
---------------------
Date: 11/25/97 Date: 12/10/97
---------------------- --------------------
-------------
*** Confidential treatment requested pursuant to a request for confidential
treatment filed with the Securities and Exchange Commission. Omitted portions
have been filed separately with the Commission.
15
EXHIBIT A
ENGINEERING CHANGE ORDER
(ECO) REQUEST FORM
---------------------------------------------------------
Customer: Date:
---------------------------------------------------------
Requestor: Phone:
---------------------------------------------------------
E-mail Address: Fax:
---------------------------------------------------------
Project:
---------------------------------------------------------
This Engineering Change Order Form (ECO) is to be used as an official
notification to Artisan Components of any changes in design or specification
made to a project. Once this form has been received, Artisan Components will
evaluate the schedule and cost impacts of these changes and inform you of the
results.
Description of Requested Change:
-------------------------------------------
---------------------------------------------------------------------------
---------------------------------------------------------------------------
---------------------------------------------------------------------------
---------------------------------------------------------------------------
---------------------------------------------------------------------------
---------------------------------------------------------------------------
Requestor's Signature: Date:
----------------------- ------------------------
Engineering Manager's Approval: Date:
-------------- ------------------------
16
EXHIBIT B
ENGINEERING CHANGE ORDER
(ECO) RESPONSE FORM
---------------------------------------------------------
Customer: Date:
---------------------------------------------------------
Requestor: Phone:
---------------------------------------------------------
E-mail Address: Fax:
---------------------------------------------------------
Project:
---------------------------------------------------------
Artisan Components has evaluated your attached ECO request, its impact on your
schedule and any additional charges associated with the request. This evaluation
is described below:
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
In summary, this change will:
[ ] Add ______ working days to the schedule [ ] Will not impact the schedule
[ ] Require an increase/decrease in the cost [ ] Will not require any
additional charges
of your project of $____________
Please sign this form to acknowledge that you understand the impact of your
requested changes. Signing the Refusal indicates that you DO NOT authorize
Artisan Components to proceed with the requested change(s). Signing the
Acceptance authorizes Artisan Components to proceed with these changes. If
additional costs are indicated, then the buyer"s signature is required. This
form must be signed and returned to Artisan Components by ___________________.
Requestor's REFUSAL: Date:
--------------------------- ------------------------
Requestor's ACCEPTANCE: Date:
------------------------ ------------------------
Buyer's Approval: Date:
------------------------------ ------------------------
17
LICENSE AGREEMENT
APPENDIX A
LICENSED PRODUCTS, DELIVERABLES, DELIVERY SCHEDULE AND LICENSEE SITES
LICENSED PRODUCTS*:
-------------------
[***Redacted]
------------
*** Confidential treatment requested pursuant to a request for confidential
treatment filed with the Securities and Exchange Commission. Omitted portions
have been filed separately with the Commission.
18
APPENDIX A
(CONTINUED)
DELIVERABLES:
-------------
[***Redacted]
------------
*** Confidential treatment requested pursuant to a request for confidential
treatment filed with the Securities and Exchange Commission. Omitted portions
have been filed separately with the Commission.
19
DELIVERABLES:
-------------
(continued)
[***Redacted]
-------------
*** Confidential treatment requested pursuant to a request for confidential
treatment filed with the Securities and Exchange Commission. Omitted portions
have been filed separately with the Commission.
20
LICENSE AGREEMENT
APPENDIX A
(CONTINUED)
Delivery Schedule
-----------------
Data Required From Licensee
---------------------------
The following data is required from Licensee in order for Artisan Components to
prepare the Licensed Products for delivery to Licensee:
Data Format Date Required
---- ------ -------------
[***Redacted]
Target Delivery Dates for Licensed Products
-------------------------------------------
Below are the target delivery dates for the Licensed Products, based on the
above Data being provided to Artisan Components in a timely manner and provided
that the Agreement is signed, and the applicable purchase order and
[***Redacted] is received by Artisan Components on or before [***Redacted]:
Item Targeted Delivery Date(s)
---- -------------------------
[***Redacted]
-------------
*** Confidential treatment requested pursuant to a request for confidential
treatment filed with the Securities and Exchange Commission. Omitted portions
have been filed separately with the Commission.
21
APPENDIX A
(CONTINUED)
LICENSEE SITES
--------------
[***Redacted]
-------------
*** Confidential treatment requested pursuant to a request for confidential
treatment filed with the Securities and Exchange Commission. Omitted portions
have been filed separately with the Commission.
22
LICENSE AGREEMENT
APPENDIX B
LICENSE FEES
I. LICENSE FEE
-----------
The Licensee agrees to pay a total of [***Redacted] for the [***Redacted]
for the [***Redacted], based on the below schedule of payment, as
License Fees to Artisan Components.
Payment Amount Due Date
-------------- --------
[***Redacted}
The License Fee(s) and payment schedule for additional Licensed Products are
subject to the parties mutual written agreement.
-------------
*** Confidential treatment requested pursuant to a request for confidential
treatment filed with the Securities and Exchange Commission. Omitted portions
have been filed separately with the Commission.
23
LICENSE AGREEMENT
APPENDIX C
ROYALTIES
ROYALTIES
---------
Licensee shall pay to Artisan Components the following running royalties with
respect to all Revenue received from [***Redacted] for Licensee:
Licensed Product(s) Used To Royalty Rate Applied To
Make [***Redacted] [***Redacted]
------------------ -------------
[***Redacted]
Step Down Formula: Licensee will pay royalties equal to [***Redacted], at which
point the [***Redacted] will [***Redacted] and Licensee will pay royalties equal
[***Redacted], at which point the [***Redacted] will [***Redacted]. Licensee
will then [***Redacted], at which point the [***Redacted] will [***Redacted].
For each [***Redacted] attributable for [***Redacted], the [***Redacted], which
[***Redacted] will remain until [***Redacted] royalties for [***Redacted].
-------------
*** Confidential treatment requested pursuant to a request for confidential
treatment filed with the Securities and Exchange Commission. Omitted portions
have been filed separately with the Commission.
24
LICENSE AGREEMENT
APPENDIX C
ROYALTIES
ROYALTIES
---------
(Continued)
CHART REPRESENTING STEP DOWN FORMULA
[***Redacted]
-------------
**** Confidential treatment requested pursuant to a request for
confidential treatment filed with the Securities and Exchange Commission.
Omitted portions have been filed separately with the Commission.
25
[***Redacted]
[***Redacted]
Except as the parties may otherwise agree, [***Redacted].
-------------
*** Confidential treatment requested pursuant to a request for confidential
treatment filed with the Securities and Exchange Commission. Omitted portions
have been filed separately with the Commission.
26
CONFIDENTIAL
ADDENDUM
TO LICENSE AGREEMENT
DATED MARCH 27, 1998
This Addendum to License Agreement, dated March 27, 1998 (this "Addendum"),
serves to amend that certain License Agreement, Number PL2028, dated November
30, 1997 (the "License Agreement"), by and between Artisan Components, Inc., a
Delaware corporation, with its principal place of business at 0000 Xxxxxxxx
Xxxxx, Xxxxxxxxx, Xxxxxxxxxx 00000-0000 (hereinafter referred to as "Artisan
Components"), and Taiwan Semiconductor Manufacturing Company Ltd., duly
incorporated under the laws of the Republic of China and having its registered
office at N. 121, Park Ave. 3, Science-Based Industrial Park, Hsin-Chu, Taiwan,
R.O.C. (hereinafter referred to as "Licensee").
RECITALS
The parties desire to amend the License Agreement to provide for the following
obligations and responsibilities of the parties relating to the addition of some
new Licensed Products and the preparation of modified forms of Licensed Products
previously licensed to Licensee under the License Agreement.
The parties agree the below terms and conditions are added to and made a part of
the License Agreement:
ADDENDUM
1. ADDITIONAL LICENSED PRODUCTS.
(a) [***Redacted] Licensed Products. The parties agree to add to the License
-----------------
Agreement the Licensed Products described in Appendix A-1 to this Addendum
(the "[***Redacted] Licensed Products"). Appendix A-1 is added to and made
a part of Appendix A of the License Agreement, and the [***Redacted]
Licensed Products are Licensed Products for purposes of the License
Agreement.
(b) Payment for [***Redacted] Licensed Products. Licensee agrees to pay the
-------------------------------------------
License Fees and Royalties for the [***Redacted] Licensed Products as set
forth in Appendices B-1 and C-2 to this Addendum. Appendix B-1 is added to
and made a part of Appendix B of the License Agreement and Appendix C-1 is
added to and made a part of Appendix C of the License Agreement.
2. MODIFICATIONS TO INITIAL LICENSED PRODUCTS TO CREATE [***Redacted] VERSIONS
(a) Modifications. Artisan Components will make the following modifications to
-------------
the Initial Licensed Products to create [***Redacted] versions of the
Initial Licensed Products ("[***Redacted] Versions"). The [***Redacted]
Versions will be considered Initial Licensed Products for purposes of the
License Agreement.
[***Redacted] Version for [***Redacted]
---------------------------------------
[***Redacted]
[***Redacted]
--------
*** Confidential treatment requested pursuant to a request for confidential
treatment filed with the Securities and Exchange Commission. Omitted portions
have been filed separately with the Commission.
1
CONFIDENTIAL
[***Redacted]
[***Redacted] Version for [***Redacted]
---------------------------------------
[***Redacted]
[***Redacted] Version for [***Redacted]
---------------------------------------
[***Redacted]
(b) Payment. In addition to the License Fees set forth in Appendix A and the
-------
Royalties set forth in Appendix B (which Royalties will continue to apply
to the Initial Licensed Products, including the [***Redacted] Versions to
be developed hereunder), Licensee will pay Artisan Components [***Redacted]
for the [***Redacted] Versions in accordance with the following payment
schedule:
Payment Amount Due Date
-------------- --------
[***Redacted] [***Redacted]
[***Redacted] [***Redacted]
[***Redacted] [***Redacted]
[***Redacted] [***Redacted]
---------
*** Confidential treatment requested pursuant to a request for confidential
treatment filed with the Securities and Exchange Commission. Omitted portions
have been filed separately with the Commission.
2
CONFIDENTIAL
[***Redacted]
Delivery Dates.
--------------
Licensee will be required to provide Artisan Components the necessary data for
the [***Redacted] Versions consistent with the type of data Licensee provided
for the Initial Licensed Products prior to this Addendum [***Redacted]. The
"[***Redacted] Begin Date" means the date upon which Licensee has provided all
such necessary information and the appropriate purchase order for the
[***Redacted] Versions. Below are the target delivery dates for the
[***Redacted] Versions, based on the above data being provided to Artisan
Components in a timely manner and provided that the Agreement is signed, and the
applicable purchase order is received by Artisan Components on or before
[***Redacted].
Deliverable Item Targeted Delivery Date(s)
---------------- -------------------------
[***Redacted] [***Redacted]
3. GENERAL.
Except as set forth herein, all terms and conditions of the License Agreement
shall remain in full force and effect. Unless otherwise defined in this
Addendum, capitalized terms used in this Addendum shall have the same meaning as
set forth in the License Agreement.
Accepted and Agreed To:
ARTISAN COMPONENTS, INC. TAIWAN SEMICONDUCTOR
MANUFACTURING COMPANY LTD.
(Licensee)
By: /s/ Xxxxx X. Xxxx By:
------------------------- ---------------------------
Name: Xxxxx X. Xxxx Name: /s/ unreadable
----------------------- -------------------------
Title: VP of Worldwide Sales Title:
---------------------- ------------------------
Date: 3-23-98 Date:
----------------------- -------------------------
----------
*** Confidential treatment requested pursuant to a request for confidential
treatment filed with the Securities and Exchange Commission. Omitted portions
have been filed separately with the Commission.
3
CONFIDENTIAL
LICENSE AGREEMENT
APPENDIX A-1
[***Redacted] LICENSED PRODUCTS, DELIVERABLES AND DELIVERY SCHEDULE
I. [***Redacted] LICENSED PRODUCTS (LICENSED PRODUCTS):
--------------------------------------------------
[***Redacted]
[***Redacted]
[***Redacted]
II. DELIVERABLES:
-------------
[***Redacted]
-------
*** Confidential treatment requested pursuant to a request for confidential
treatment filed with the Securities and Exchange Commission. Omitted portions
have been filed separately with the Commission.
4
CONFIDENTIAL
[***Redacted]
III. DELIVERY SCHEDULE:
------------------
a) Data Required From Licensee
---------------------------
The following data is required from Licensee in order for Artisan Components to
prepare the Licensed Products for delivery to Licensee:
Data Format Date Required
---- ------ -------------
[***Redacted] [***Redacted] [***Redacted]
b) Target Delivery Dates for Licensed Products
-------------------------------------------
Below are the target delivery dates for the [***Redacted] Licensed Products,
based on the above Data being provided to Artisan Components in a timely manner
and provided that the Agreement is signed, and the applicable purchase order is
received by Artisan Components on or before [***Redacted]. The "Begin Date"
means the date upon which Licensee has provided all of the above data to be
provided by Licensee as well as the applicable purchase order.
-------
*** Confidential treatment requested pursuant to a request for confidential
treatment filed with the Securities and Exchange Commission. Omitted portions
have been filed separately with the Commission.
5
CONFIDENTIAL
Deliverable Item Targeted Delivery Date(s)
---------------- ------------------------
[***Redacted] [***Redacted]
-------
*** Confidential treatment requested pursuant to a request for confidential
treatment filed with the Securities and Exchange Commission. Omitted portions
have been filed separately with the Commission.
6
CONFIDENTIAL
LICENSE AGREEMENT
APPENDIX B-1
LICENSE FEES
I. LICENSE FEE (FOR [***Redacted] LICENSED PRODUCTS)
------------------------------------------------
The Licensee agrees to pay a total of [***Redacted] for the [***Redacted]
Licensed Products, based on the below schedule of payment, as License Fees to
Artisan Components.
Payment Amount Due Date
-------------- --------
[***Redacted] [***Redacted]
-------
*** Confidential treatment requested pursuant to a request for confidential
treatment filed with the Securities and Exchange Commission. Omitted portions
have been filed separately with the Commission.
7
CONFIDENTIAL
LICENSE AGREEMENT
APPENDIX C-1
ROYALTIES
ROYALTIES (FOR [***Redacted] LICENSED PRODUCTS)
----------------------------------------------
Licensee shall pay to Artisan Components the following running royalties with
respect to all Revenue received from [***Redacted] [***Redacted] Licensee (the
[***Redacted] designed/manufactured with the [***Redacted] Licensed Products
("[***Redacted]") as compared to the [***Redacted] designed/manufactured with
the Initial Licensed Products):
[***Redacted] Licensed Product(s) Royalty Rate Applied
Used To Make [***Redacted] To [***Redacted]
-------------------------- ----------------
[***Redacted] [***Redacted]
Step Down Formula: Licensee will pay royalties equal to [***Redacted] will
[***Redacted] Licensee will then pay [***Redacted] at which point the
[***Redacted] will [***Redacted]. For each [***Redacted] attributable for
[***Redacted], the [***Redacted], which [***Redacted] rate will remain
[***Redacted] royalties for [***Redacted].
CHART REPRESENTING STEP DOWN FORMULA
[***Redacted] [***Redacted]
-------
*** Confidential treatment requested pursuant to a request for confidential
treatment filed with the Securities and Exchange Commission. Omitted portions
have been filed separately with the Commission.
8
CONFIDENTIAL
[***Redacted] [***Redacted]
[***Redacted]
-----------
*** Confidential treatment requested pursuant to a request for confidential
treatment filed with the Securities and Exchange Commission. Omitted portions
have been filed separately with the Commission.
9
