EXHIBIT 10.19
SETTLEMENT AGREEMENT
This Settlement Agreement is entered into as of the 19th day of June 1998 (the
"Effective Date") by Cirrus Logic, Inc. a California corporation with principal
offices at 0000 Xxxx Xxxxxx Xxx., Xxxxxxx, XX, 00000 ("Cirrus"); and Virata
Limited (formerly known as Advanced Telecommunications Modules Ltd.), an English
corporation with principal offices at Xxxxx Xxxxxxxx Xxxxx, 0 Xxxxx Xxxxxxxx,
Xxxxxxxxxx Road, Cambridge, CB3 OBL, U.K. ("Virata").
WHEREAS Cirrus and Virata entered into a License Agreement dated September 18,
1995 (such agreement as it has been amended, the "Prior Agreement"), under which
the parties agreed to develop and market one or more ATM semiconductor products
using certain intellectual property from each party;
AND WHEREAS Cirrus and Virata wish to terminate the Prior Agreement, settle
various issues under the Prior Agreement, determine and settle the rights of the
respective parties to certain intellectual property developed under the Prior
Agreement, provide for the continued supply of products by Cirrus to Virata, and
provide for a license to certain intellectual property of Virata to Cirrus on
the terms and conditions set out herein.
NOW THEREFORE, in consideration of the mutual covenants and agreements contained
herein, the parties agree as follows:
1. DEFINITIONS
1.1 "CIRRUS TECHNOLOGY" means the technology further described in Exhibit A.
1.2 "HYDROGEN CHIP" means the product developed under the Prior Agreement for
which the current version is referred to as Virata part number (1C000082)
and Cirrus part number (CL-PS-7900-QC-AC).
1.3 "INTELLECTUAL PROPERTY RIGHTS" means patent rights (including patent
applications and disclosures), rights of priority, copyright rights, Moral
Rights, trade secret rights, know-how, and any other intellectual property
or proprietary rights recognized in any country or jurisdiction in the
world.
1.4 "JOINT TECHNOLOGY" means the technology further described in Exhibit E.
1.5 "LICENSE AGREEMENT" means the form of License Agreement attached hereto as
Exhibit C.
1.6 "VOLUME PURCHASE AGREEMENT" means the form of Volume Purchase Agreement
attached hereto as Exhibit D.
1.7 "MORAL RIGHTS" mean any rights to claim authorship of a work, to object to
or prevent any modification of a work, to withdraw from circulation or
control the publication or distribution of a work, and any similar right,
existing under judicial or statutory law of
any country in the world, or under any treaty, regardless of whether or not
such right is called or generally referred to as a "moral right".
1.8 "VIRATA TECHNOLOGY" means the technology further described in Exhibit B.
2. TERMINATION OF PRIOR AGREEMENT
2.1 Termination. The parties hereby terminate the Prior Agreement as of the
-----------
Effective Date.
2.2 Release. Each party releases and discharges the other party from any and
-------
all claims, causes of action, liabilities or obligations of any kind or
nature arising under the terms of the Prior Agreement to the Effective
Date. The parties agree that purchase order number 3720 shall be
specifically excluded from this release and shall continue in full force
and effect under this Agreement.
2.3 Amounts paid under Prior Agreement. Virata hereby acknowledges receipt of
----------------------------------
five hundred thousand dollars ($500,000.00) from Cirrus for pre-paid
royalties under the Prior Agreement. The parties agree that the said five
hundred thousand dollars ($500,00.00) shall be treated as a one time
license fee under the Agreement for access to Virata Technology and any
software bug fixes under the warranty terms hereto, and the grant of
license under Sections 2.1 and 2.2 of the License Agreement as set forth in
Exhibit C.
2.4 Survival. Notwithstanding anything to the contrary in the Prior Agreement,
--------
including without limitation the provisions of Section 9.3, only Sections
8,10 and 11 of the Prior Agreement (copies of which are attached hereto as
Exhibit F) shall survive termination of the Prior Agreement and all other
provisions of the Prior Agreement, including without limitation the
licenses granted in Section 2, shall terminate as of the Effective Date.
2.4.1 Notice. Each party agrees not to file any litigation or similar
------
legal process against the other for breach of Section 8 of the Prior
Agreement or Section 3 of the License Agreement without providing
the other party with at least ten (10) days prior written notice of
its intent to file such a claim. This notice requirement shall not
prejudice in any way either party's right to seek an injunction with
respect to an alleged breach of Section 8 or Section 3 respectively.
2.5 Obligations. Cirrus is hereby released from any obligations and liability
-----------
under Section 7 of the Prior Agreement for any future payments and for any
payments which have accrued up to the Effective Date.
2.6 Return of Materials. Immediately following the Effective Date, each party
-------------------
shall make commercially reasonable best efforts to return to the other all
materials owned by the other party and all confidential or proprietary
information of the other party in their possession or control (other than
any materials or information reasonably required by such party to exercise
their rights under the License Agreement or the Volume Purchasing
Agreement).
2
3. OWNERSHIP
3.1 Cirrus Technology. Cirrus shall own all right, title and interest in the
-----------------
Cirrus Technology, including all worldwide Intellectual Property Rights
therein. To the extent that Virata has any interest in the Cirrus
Technology, Virata hereby irrevocably transfers and assigns to Cirrus all
of its right, title and interest in the Cirrus Technology, including all
worldwide Intellectual Property Rights therein. At Cirrus' request and
expense, Virata will provide reasonable assistance and cooperation to
Cirrus, and will give testimony and execute documents, and take such
further acts reasonably requested by Cirrus to acquire, transfer, maintain,
perfect and enforce Cirrus' Intellectual Property Rights in the Cirrus
Technology. Virata hereby appoints the officers of Cirrus as Virata's
attorney-in-fact to execute documents on behalf of Virata and its employees
for this limited purpose.
3.2 Virata Technology. Virata shall own all right, title and interest in the
-----------------
Virata Technology, including all worldwide Intellectual Property Rights
therein. To the extent that Cirrus has any interest in the Virata
Technology, Cirrus hereby irrevocably transfers and assigns to Virata all
of its right, title and interest in the Virata Technology, including all
worldwide Intellectual Property Rights therein. At Virata's request and
expense, Cirrus will provide reasonable assistance and cooperation to
Virata, and will give testimony and execute documents, and take such
further acts reasonably requested by Virata to acquire, transfer, maintain,
perfect and enforce Virata's Intellectual Property Rights in the Virata
Technology. Cirrus hereby appoints the officers of Virata as Cirrus'
attorney-in-fact to execute documents on behalf of Cirrus and its employees
for this limited purpose.
3.3 Joint Technology. Virata and Cirrus shall jointly and equally own all
----------------
right, title and interest in the Joint Technology, including all worldwide
Intellectual Property Rights therein. Each party shall have total freedom
of action with respect to the Joint Technology, without accounting to the
other. All expenses incurred in obtaining and maintaining patent
protection in the Joint Technology shall be jointly shared, provided that,
where one party elects not to seek or maintain patent protection with
respect to any Joint Technology in any particular country or not to share
equally in the expenses thereof, the other party shall have the right to
seek or maintain such protection at its own expense and shall have full
control over the prosecution and maintenance thereof, even though title to
any patent issuing thereon shall be joint. Each party agrees to provide
reasonable assistance to the other in the registration of and protection of
Intellectual Property Rights in the Joint Technology. Subject to any
public disclosure necessary to be made in seeking patent protection, each
party agrees to maintain the confidentiality of the Joint Technology and
protect the confidential information and trade secrets included within the
Joint Technology using at least the same procedures and degree of care that
it uses to protect the disclosure of its other confidential and proprietary
information but no less than reasonable care.
3
4. LICENSE
Virata and Cirrus shall enter into the License Agreement contemporaneous with
the execution of this Agreement for the license by Virata to Cirrus of certain
technology owned by Virata.
5. VOLUME PURCHASE
Virata -and Cirrus shall enter into the Volume Purchasing Agreement
contemporaneous with the execution of this Agreement for the supply by Cirrus of
the Hydrogen Chip to Virata.
6. DEVELOPMENT
Cirrus hereby covenants that it will make any and all commercially reasonable
best efforts in the completion of the development of the new version of the
Hydrogen Chip (code named "Rev. AE" as of the Effective Date and comprising
"Rev. AD" plus a functional PCI block, without any pin out changes) which
development is expected to be completed on or about September 1,1998.
7. GENERAL
7.1 Governing Law. This Agreement shall be governed by and interpreted in
-------------
accordance with the laws of the State of California, U.S.A., without
reference to conflict of laws principles.
7.2 Assignment. This Agreement shall inure to the benefit of, and shall be
----------
binding upon, the parties hereto and their respective successors and
assigns. Neither party may assign this Agreement, by operation of law or
otherwise, without the prior written consent of the other (which consent
shall not be unreasonably withheld) except to a person into which it has
merged or who has otherwise succeeded to all or substantially all of the
business and assets of the assignor, and who has assumed in writing or by
operation of law its obligations under this Agreement.
7.3 Notice. Notice by either party under this Agreement shall be in writing
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and personally delivered or given by registered mail, overnight courier, or
facsimile confirmed by registered mail, addressed to the other party at its
address given herein (or such other address as may be communicated to the
other party in writing) and shall be deemed to have been served when
delivered or, if delivery is not accomplished by reason of some fault of
the addressee, when tendered.
7.4 No Waiver. The failure of either party to enforce at any time any of the
---------
provisions of this Agreement, or the failure to require at any time
performance by the other party of any of the provisions of this Agreement,
shall in no way be construed to be a present or future waiver of such
provisions, nor in any way affect the right of either party to enforce each
and every such provision thereafter. The express waiver by either party of
any provision, condition or requirement of this Agreement shall not
constitute a waiver of any future obligation to comply with such provision,
condition or requirement.
4
7.5 Counterparts. This Agreement may be executed in two (2) or more
------------
counterparts or duplicate originals, all of which shall be regarded as one
and the same instrument, and which shall be the official and governing
version in the interpretation of this Agreement.
7.6 Severability. If any provision in this Agreement shall be found or be held
------------
to be invalid or unenforceable in any jurisdiction in which this Agreement
is being performed, then the meaning of said provision shall be construed,
to the extent feasible, so as to render the provision enforceable, and if
no feasible interpretation would save such provision, it shall be severed
from the remainder of this Agreement which shall remain in full force and
effect. In such event, the parties shall negotiate in good faith a
substitute, valid and enforceable provision which most nearly effects the
parties' intent in entering into this Agreement.
7.7 Publicity. The existence, general nature, and specific terms and
---------
conditions of this Agreement will be held in confidence and may not be
disclosed without the consent of both parties, except: as required by any
court or other governmental body; as otherwise required by law; to legal
counsel of the parties; in confidence, to accountants, banks, and financing
sources and their advisors; in confidence, in connection with the
enforcement of this Agreement or rights under this Agreement; or in
confidence, in connection with an actual or prospective merger, acquisition
or similar transaction.
7.8 Entire Agreement. The terms and conditions herein contained and the
----------------
provisions of the Settlement Agreement constitute the entire agreement
between the parties and supersede all previous agreements and
understandings, whether oral or written, between the parties with respect
to the subject matter hereof. No alteration, amendment, waiver,
cancellation or any other change in any term or condition of this Agreement
shall be valid or binding on either party unless the same shall have been
mutually assented to in writing by both parties.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed
in duplicate by duly authorized officers or representatives as of the date first
written above.
Cirrus Logic, Inc. Virata Limited
By:/s/ By: /s/ Xxxxxxx Xxxxxx
-------------------------------- --------------------------------
5
EXHIBIT A
Cirrus Technology
Al. PHYSICAL LAYOUT. The physical layout of each Hydrogen Chip produced under
this Agreement and the Prior Agreement shall be considered Cirrus Technology.
A2. FUNCTIONAL BLOCKS, TEST SPECIFICATIONS, TEST METHODOLOGY. Functional
blocks, test specifications and test methodology shall be considered Cirrus
Technology where so noted in the table below:
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
XXXXXXXXXX XXXXXX XXXXX TEST SPECIFICATION TEST
----------------------------------------------------------------------------------------------------
AFE Cirrus Technology Virata Technology Virata Technology
----------------------------------------------------------------------------------------------------
Arbiter Virata Technology Virata Technology Virata Technology
----------------------------------------------------------------------------------------------------
ARM Block* Virata Technology Virata Technology Joint Technology
----------------------------------------------------------------------------------------------------
Clock Tree Cirrus Technology Cirrus Technology Cirrus Technology
----------------------------------------------------------------------------------------------------
GPIO Virata Technology Virata Technology Joint Technology
----------------------------------------------------------------------------------------------------
Interrupt Control Virata Technology Virata Technology Joint Technology
----------------------------------------------------------------------------------------------------
List Manager Virata Technology Virata Technology Joint Technology
----------------------------------------------------------------------------------------------------
Network Virata Technology Virata Technology Virata Technology
----------------------------------------------------------------------------------------------------
SRAM Cirrus Technology Cirrus Technology Cirrus Technology
----------------------------------------------------------------------------------------------------
DRAM Cirrus Technology Cirrus Technology Joint Technology
----------------------------------------------------------------------------------------------------
UART Cirrus Technology Cirrus Technology Cirrus Technology
----------------------------------------------------------------------------------------------------
PCI Cirrus Technology Cirrus Technology Cirrus Technology
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*The ARM Block contains an ARM Core licensed by Cirrus Logic from ARM Limited.
A3. PROCESS TECHNOLOGY. Process Technology shall be considered Cirrus
Technology as specified in the table below:
======================================================================================================
PROCESS OWNER TOOL CONTENT OF OUTPUT
------------------------------------------------------------------------------------------------------
Gate Level Design Verilog Cirrus Gate Level System Design
------------------------------------------------------------------------------------------------------
Synthesize Gate Level Netlist Synopsis Cirrus Gate Level Netlist
------------------------------------------------------------------------------------------------------
6
EXHIBIT B
Virata Technology
B1. ARCHITECTURE. The architecture and overall design specification of the
Hydrogen Chips shall be considered Virata Technology.
B2. FUNCTIONAL BLOCKS, TEST SPECIFICATIONS, TEST METHODOLOGY. Functional
blocks, test specifications and test methodology shall be considered Virata
Technology where so noted in the table below:
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
XXXXXXXXXX XXXXXX XXXXX TEST SPECIFICATION TEST
----------------------------------------------------------------------------------------------------
AFE Cirrus Technology Virata Technology Virata Technology
----------------------------------------------------------------------------------------------------
Arbiter Virata Technology Virata Technology Virata Technology
----------------------------------------------------------------------------------------------------
ARM Block* Virata Technology Virata Technology Joint Technology
----------------------------------------------------------------------------------------------------
Clock Tree Cirrus Technology Cirrus Technology Cirrus Technology
----------------------------------------------------------------------------------------------------
GPIO Virata Technology Virata Technology Joint Technology
----------------------------------------------------------------------------------------------------
Interrupt Control Virata Technology Virata Technology Joint Technology
----------------------------------------------------------------------------------------------------
List Manager Virata Technology Virata Technology Joint Technology
----------------------------------------------------------------------------------------------------
Network Virata Technology Virata Technology Virata Technology
----------------------------------------------------------------------------------------------------
SRAM Cirrus Technology Cirrus Technology Cirrus Technology
----------------------------------------------------------------------------------------------------
DRAM Cirrus Technology Cirrus Technology Joint Technology
----------------------------------------------------------------------------------------------------
UART Cirrus Technology Cirrus Technology Cirrus Technology
----------------------------------------------------------------------------------------------------
PCI Cirrus Technology Cirrus Technology Cirrus Technology
----------------------------------------------------------------------------------------------------
*The ARM Block contains an ARM Core licensed by Cirrus Logic from ARM Limited.
B3. PROCESS TECHNOLOGY. Process Technology shall be considered Virata
Technology as specified in the table below:
======================================================================================================
PROCESS OWNER TOOL CONTENT OF OUTPUT
------------------------------------------------------------------------------------------------------
High Level Hydrogen Bones Virata Verification of Hydrogen
Simulation System Design
------------------------------------------------------------------------------------------------------
System Characterization Quickturn Virata Performance Model
------------------------------------------------------------------------------------------------------
B4. VIRATA SOFTWARE
B4.1. SOFTWARE FUNCTIONS. The following shall be included in Virata Software:
Software functions that form the basis for licensees to develop drivers that are
compatible with Microsoft's latest operations systems.
7
Software functions to boot Hydrogen's ARM processor.
Software functions to run device specific protocols.
Software functions to enable data transfer between the chip and the host
operating systems.
B4.2. SOFTWARE DELIVERABLES. The software deliverables shall contain the
following files:
atmos/source/asics:
asics.module
hydrogen.h
hydrogen.s
atmos/source/atm:
atm.h
atm.module
atm.s
atm_atmos.c
atm_driver.h
atm_eneric.h
atm_hcore.c
atm_hydrogen.c
atm_if.h
atm_standard.h
atmgeneric.h
atmshare.c
bytelib.h
debug.c
debug.h
fdl.h
fdlmeta.h
memory.h
msnl_fsm.fsm
msnllib.h
oam.c
oam.h
standalone_msnl.c
swcommon.h
switchlookup.h
atmos/source/atom:
atom.module
li2c.h
lnvs.c
lnvs.h
8
atmos/source/colours:
blue.module
emeraldlib.h
green.module
greenlib.c
green lib.h
magnolia.module
magnolialib.c
magnolialib.h
netlib.c
netlib.h
roselib.h
white.module
whitelib.c
whitelib.h
atmos/source/console:
chips.c
chips.h
console.module
console_if.h
gen_cmds.c
multicons.c
rnulticons.h
multilib.c
atmos/source/hardware:
arm.arch
arm32.arch
arm32.hw
htype.hw
hydrogen.hw
piglet.hw
atmos/source/isfs:
flash.c
flash.h
flashfs.c
isfs.c
isfs.h
isfs.module
isfslib.c
isfslib.h
isfsroot.c
9
atmos/source/kernel:
armatmos.s
armregisters.h
armregisters.s
armstatuscontrol.s
atmbrick.h
atomboot.c
atomboot.h
atypes.h
bcopy.h
errno.h
errno.s
kernel.c
kernel.h
kernel.module
kernel_if.h
kernelinit.h
kilib.c
mkarm32.s
mkhydrogen.s
pcb_offsets.h
rom.h
romcall_atom.c
timing.s
trap_arm.c
trap_atom.c
atmos/source/llibc:
assert.h
atmlutil.c*
atmlutil.h*
attribute.c
attribute.h
ccsupport.c
ctype.c
ctype.h
dirent.h
dirlib.c
errno.c
errtable.c
fsm.h
fsm_run.c
limits.h
llibc.module
llibc_internal.h
10
lmain.c
lmaincc.c
lruntime.c
lsignal.c
lstdio.c
lstdlib.c
ltime.c
memops.s
moddiv.s
pmain.c
pool.c
pool.h
profile.c
profile.h
setjmp_arm.s
signal.h
sstdio.c
sstdlib.c
stat.h
statuslib.c
statuslib.h
stdarg.h
stddef.h
stdio.h
stdlib.h
string.c
string.h
time.c
time.h
vsprintf.c
vsscanf.c
atmos/source/software:
atm.pkg
colours.pkg
console.pkg
core.pkg
isfs.pkg
kernel.pkg
llibc.pkg
timer.pkg
uart.pkg
atmos/source/timer:
timelib.c
11
timelib.h
timer.module
timer_gen.c
timer_hydrogen.c
timer_if.h
atmos/source/traffic:
xxxxxxxx.xx
xxxx.xx
xxx.xx
xxxx.xx
xxxxxx.xx
xxxxxxxx.xx
xx.xx
scwdebug.h
xxxxx.xx
traffic.h
traffic.module
xx.xx
xxxxxxxx.xx
atmos/source/uart:
uart.module
uart_gen.c
uart_hydrogen.c
uart_if.h
atmos/system:
traffic_piglet
atomcon:
aim.c
aim.h
atmos.h
atom.c
atom.h
atomboot.c
atomboot.h
atomcon.c
atomnvs.c
build.bat
dpmilib.h
hydrogen.h
lnvs.c
12
lnvs.h
mdebug.h
pci.c
pci.h
pcitest.c
setup.h
types.h
13
EXHIBIT C
LICENSE AGREEMENT
This License Agreement is entered into as of the 19th day of June, 1998 by
Cirrus Logic, Inc. a California corporation with principal offices at 0000 Xxxx
Xxxxxx Xxx., Xxxxxxx, XX, 00000 ("Cirrus"); and Virata Limited (formerly known
as Advanced Telecommunications Modules Ltd.), an English corporation with
principal offices at Xxxxx Xxxxxxxx Xxxxx, 0 Xxxxx Xxxxxxxx, Xxxxxxxxxx Road,
Cambridge, CB3 OBL, U.K. ("Virata").
WHEREAS Cirrus and Virata entered into a License Agreement dated September 18,
1995 (such agreement as it has been amended, the "Prior Agreement"), under which
the parties agreed to develop and market one or more ATM semiconductor products
using certain intellectual property from each party;
AND WHEREAS Cirrus and Virata have entered into a settlement agreement with
respect to the termination of the Prior Agreement; the determination of the
rights of the respective parties to certain intellectual property developed
under the Prior Agreement; the continued supply of products by Cirrus to Virata;
and a license to certain intellectual property of Virata to Cirrus (the
"Settlement Agreement").
AND WHEREAS as part of the Settlement Agreement the parties have agreed to enter
into a license agreement on the terms and conditions set out herein.
NOW THEREFORE, in consideration of the release by Cirrus of certain rights to
future developments of the intellectual property of Virata and other
consideration described in the Settlement Agreement, the receipt and sufficiency
of which are hereby acknowledged, and the mutual covenants contained in the
Settlement Agreement and contained herein, the parties agree as follows:
1. DEFINITIONS
1.1 "VIRATA LICENSED TECHNOLOGY" means certain designs, patents, mask work
rights, and all other intellectual property rights, copyrighted materials,
and confidential information further described in Exhibit X. Xxxxxx
Licensed Technology does not include any software.
1.2 "VIRATA SOFTWARE" means the source code and object code versions of the
software described in Exhibit B.
1.3 "LICENSED TECHNOLOGY" means the Virata Licensed Technology, and the Virata
Software.
1.4 "CONFIDENTIAL INFORMATION" shall have the meaning set forth in Section 3
below.
1.5 "AFFILIATE" of a company means any entity which controls, is controlled by,
or is under common control with that company, where "control" means
ownership or control, direct
14
or indirect, of more than fifty percent (50%) of the stock or other equity
interest entitled to vote for the election of directors or equivalent
governing body of the entity.
1.6 "DERIVATIVE WORK" means any translation, adaptation, modification,
extension, upgrade, improvement, compilation, abridgment or other form in
which a work that incorporates or utilizes Licensed Technology in whole or
in part may be recast, transformed or adapted where such Derivative Work
would infringe any intellectual property rights in such work.
2. LICENSES
2.1 Virata Licensed Technology. Virata hereby grants to Cirrus and its
--------------------------
Affiliates a worldwide, non-exclusive, perpetual, irrevocable, non-
terminable, non-rescindable, royalty free license under Virata's
intellectual property rights (a) to use Licensed Technology to prepare
Derivative Works, and (b) make, have made, copy, publish, publicly display
and perform, transmit, modify, improve, market, distribute, lease and sell
Derivative Works, and (c ) subject to the terms of this Agreement,
sublicense any and all of the foregoing rights.
2.2 Virata Software. Virata hereby grants to Cirrus and its Affiliates (a) a
---------------
worldwide, non-exclusive, perpetual, irrevocable, non-terminable, non-
rescindable, royalty free license under Virata's intellectual property
rights to (a) use, copy, publish, publicly display and perform, transmit,
modify, improve, prepare Derivative Works based on the Virata Software, and
(b) market, distribute and sublicense to end users the Derivative Works in
object code only solely pursuant to a written software license agreement
between Cirrus Logic and an end user containing, at a minimum, the terms
and conditions set forth in Exhibit C. Cirrus shall only be entitled to
publicly display, transmit, market, distribute and sublicense the right to
use the Virata Software to third-parties in object code format.
2.2.1. Virata represents and warrants that it will deliver to Cirrus
within ten (10) working days of the date this Agreement shall be
executed by both parties the most current version of the source code
of Virata Software. Virata shall provide to Cirrus any bug fixes to
the Virata Software as soon as it makes such bug fixes available to
its licensees or other users of the Virata Software.
2.3 Patent Prosecution and Maintenance. Virata shall notify Cirrus of any
----------------------------------
significant decisions relating to the prosecution of any patents and patent
applications included in the Virata Licensed Technology, including any
decision to abandon or withdraw same from U.S. or foreign prosecution. If
Virata elects not to seek to prosecute any such patent or patent
applications in any country or to seek protection only in certain
countries, Cirrus shall have the right to seek such protection, at its
expense, on said patent and patent application in any and all nonelected
countries. Title to all applications filed on any invention included in
the Virata Licensed Technology and all patents issuing thereon will vest in
Virata subject to a license to Cirrus under said applications and patents
under the terms of Section 2.1. Virata will promptly provide Cirrus with a
copy of each application so filed and, upon request, copies of all official
papers relating thereto.
15
2.4 Ownership. Subject to Virata's ownership of the Licensed Technology,
---------
Cirrus shall own all right, title and interest in and to any Derivative
Work of the Licensed Technology which is made by or for Cirrus.
2.5 Reservation of Rights. Except as set forth in this Section 2, Virata shall
---------------------
retain all right, title, and interest in and to the Licensed Technology.
Nothing herein shall be construed as granting by implication, estoppel, or
otherwise, any license or other right to any intellectual property right of
Virata other than the Licensed Technology or to grant Cirrus any right or
license other than those expressly granted in this Section 2.
2.6 Future Patents. Any patents obtained by either party after the date of the
--------------
Settlement Agreement relating to any Derivative Work of the Virata Licensed
Technology are hereby licensed to the other party under a nonexclusive,
perpetual, worldwide, non-transferable and fully paid up license to make,
have made, use, sell, offer for sale, export, import, and sublicense any
products covered by any claim of such patents.
2.7 Affiliates. To the extent that the licenses granted hereunder are
----------
applicable to Affiliates of Cirrus, Cirrus will ensure that its Affiliates
are bound by the provisions of this Agreement as if they were parties to it
and each party is deemed to be the appointed agent on behalf of its
Affiliates in signing of this Agreement and that party will be jointly and
severally liable with its Affiliates in respect of any breach of this
Agreement.
3. CONFIDENTIAL INFORMATION
3.1 Definition. The term "CONFIDENTIAL INFORMATION" shall mean any information
----------
disclosed by one party to the other pursuant to this Agreement, in each
case which is in written, graphic, machine readable or other form and is
marked "Confidential", "Proprietary" or is some other manner to indicate
its confidential nature. Confidential Information may also include oral
information disclosed by one party to the other pursuant to this Agreement,
provided that such information is designated as confidential at the time of
disclosure and reduced to a written summary by the disclosing party, within
thirty (30) days after its oral disclosure, which is marked in a manner to
indicate its confidential nature and delivered to the receiving party.
Confidential Information shall also include any "Confidential Information,"
as that term was defined in the Prior Agreement, which was disclosed under
the Prior Agreement.
3.2 Use of Confidential Information. Each party shall treat as confidential
-------------------------------
(as set forth herein) all Confidential Information of the other party and
shall not use such Confidential Information except as contemplated herein
or otherwise authorized in writing. Each party shall implement reasonable
procedures to prohibit the unauthorized disclosure or misuse of the other
party's Confidential Information and shall not intentionally disclose such
Confidential Information to any third party except as may be necessary or
useful in connection with the rights and obligations of such party under
this Agreement, and subject to confidentiality obligations similar to those
set forth herein. Each of the parties shall use at least the same
procedures and degree of care that it uses to prevent the
16
disclosure of its own Confidential Information of like importance to
prevent the disclosure of Confidential Information disclosed by it by the
other party under this Agreement, but in no event less than reasonable
care. Each party's obligations pursuant to this section shall terminate,
with respect to each item of Confidential Information disclosed to it
hereunder by the other party, five (5) years after disclosure.
3.3 Exclusions. Notwithstanding the above, neither party shall have liability
----------
to the other with regard to any Confidential Information of the other
which: was publicly available at the time it was disclosed or becomes
publicly available through no fault of the receiving party; was known to
the receiving party, without similar confidentiality restriction, at the
time of disclosure; is disclosed by the receiving party with the prior
written approval of the disclosing party; was independently developed by
the receiving party without any use of the Confidential Information;
becomes known to the receiving party, without similar confidentiality
restriction, from a source other than the disclosing party without breach
of this Agreement by the receiving party; or is disclosed pursuant to the
order or requirement of a court, administrative agency, or other
governmental body, provided that the receiving party shall provide prompt,
advance notice thereof to enable the disclosing party to seek a protective
order or otherwise prevent such disclosure.
3.4 Residual Rights. Notwithstanding anything else in this Agreement, however,
---------------
but subject to the other party's patents, copyrights, and mask work rights,
each party's employees shall be entitled to use, without royalty
obligation, the other party's Confidential Information retained in such
employees' memory as a result of exposure to such Confidential Information
pursuant to this Agreement. Nothing in this Agreement will restrict each
party's rights to assign or reassign its employees, including without
limitation those who have had access to the other party's Confidential
Information, to any project in it discretion.
3.5 Virata Licensed Technology. Subject to any public disclosure necessary to
--------------------------
be made in seeking patent protection, Virata covenants that it will
maintain the confidentiality of the Virata Licensed Technology and protect
the Confidential Information included within the Virata Licensed Technology
using at least the same procedures and degree of care that it uses to
protect the disclosure of its other Confidential Information, but in no
event less than reasonable care.
4. REPRESENTATIONS AND WARRANTIES
4.1 Virata represents and warrants to Cirrus that:
(a) it owns or has sufficient rights to the Licensed Technology and that
it has the right, power, and authority to enter into and perform this
Agreement and to grant the rights and licenses granted to Cirrus
hereunder free of any restrictions not contained in this Agreement;
(b) it is not aware of any pending litigation or claim nor, the basis for
any claim that Virata does not own or have sufficient rights to the
Licensed Technology, or that
17
the exercise by Cirrus of any right granted hereunder will infringe
any intellectual property right of any third party.
5. INFRINGEMENT INDEMNITY
5.1 Indemnity. Subject to Section 5.2 below, Virata shall indemnify and hold
---------
harmless Cirrus and its Affiliates against any costs, loss, liability, or
expense arising directly out of any actual or alleged infringement of any
patent issued as of the date hereof in U.S.A., Canada and E.U., or any
copyright, mask work right or trade secret right arising in the world
directly relating to the exercise by Cirrus Logic of any of the rights
expressly granted by Virata in Sections 2.1 and 2.2. This indemnity is
conditioned on Cirrus' (a) providing to Virata prompt and full disclosure
of any such claim, (b) subject to the remainder of this Section, providing
Virata with sole control over the defense and settlement of such claim, and
(c) providing at Virata's expense, reasonable assistance in connection with
the defense of the claim. Notwithstanding the foregoing, Virata's
liability pursuant to this Section shall be limited to damages finally
awarded against Cirrus, or settlements entered into, in connection with the
claim, together with litigation costs and expenses incurred by Cirrus, to
the extent provided in the next sentence. If Cirrus and Virata agree (such
agreement will not be unreasonably withheld or delayed) that Virata is not
financially capable of fully defending the claim, then Cirrus shall be
entitled to conduct the defense of the claim, at Virata's expense.
5.2 Exclusions. Virata shall have no liability pursuant to Section 5.1 above
----------
with respect to any actual or alleged infringement caused by (a) any
modifications to the Virata Licensed Technology made by Cirrus where the
actual or alleged infringement would not have arisen but for the use of the
Cirrus modification; or (b) the combination of the Virata Licensed
Technology with other items not provided by Virata where the actual or
alleged infringement would not have arisen by use of the Virata Licensed
Technology alone and not in combination with the other items.
6. INFRINGEMENT ACTIONS AGAINST THIRD PARTIES
If Virata does not, within ninety (90) days after receipt of a notice from
Cirrus of a suspected patent infringement within the scope of the Virata
Licensed Technology which infringement is having, or Cirrus reasonably
determines is likely to have, a material adverse effect on Cirrus, commence
action directed towards restraining or enjoining such patent infringement,
Cirrus shall be entitled to take such action as it deems necessary or
appropriate to enforce Virata's patent rights and restrain such infringement.
Virata agrees to cooperate reasonably in any such action initiated by Cirrus,
including without limitation supplying essential documentary evidence and making
essential witnesses then in Virata's employment available. If Virata initiates
and prosecutes any such an action under this Section, Virata shall be
responsible for all legal expense (including court costs and attorneys' fees),
and Virata shall be entitled to all amounts awarded by way of judgment,
settlement or compromise. Similarly, if Cirrus initiates and prosecutes such an
action, Cirrus shall be responsible for all legal expenses (including court
costs and attorneys'
18
fees) and Cirrus shall be entitled to all amounts awarded by way of judgment,
settlement, or compromise.
7. LIMITATION OF LIABILITY
IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL,
SPECIAL OR INDIRECT DAMAGES ARISING OUT OF THIS AGREEMENT. This shall not,
however, limit Virata's obligations pursuant to Section 5 above to pay a final
damage award obtained by a third party.
8. GENERAL
8.1 Governing Law. This Agreement shall be governed by and interpreted in
-------------
accordance with the laws of the State of California, U.S.A., without
reference to conflict of laws principles.
8.2 Assignment. This Agreement shall inure to the benefit of, and shall be
----------
binding upon, the parties hereto and their respective successors and
assigns. Except as provided for in Sections 2.1 and 2.2, neither party may
assign this Agreement, by operation of law or otherwise, without the prior
written consent of the other (which consent shall not be unreasonably
withheld) except to a person into which it has merged or who has otherwise
succeeded to all or substantially all of the business and assets of the
assignor, and who has assumed in writing or by operation of law its
obligations under this Agreement.
8.3 Notice. Notice by either party under this Agreement shall be in writing
------
and personally delivered or given by registered mail, overnight courier, or
facsimile confirmed by registered mail, addressed to the other party at its
address given herein (or such other address as may be communicated to the
other party in writing) and shall be deemed to have been served when
delivered or, if delivery is not accomplished by reason of some fault of
the addressee, when tendered.
8.4 Relationship. The parties hereto are independent contractors. Nothing
------------
contained herein or done in pursuance of this Agreement shall constitute
either party the agent of the other party for any purpose or in any sense
whatsoever, or constitute the parties as partners or joint venturers.
8.5 No Waiver. The failure of either party to enforce at any time any of the
---------
provisions of this Agreement, or the failure to require at any time
performance by the other party of any of the provisions of this Agreement,
shall in no way be construed to be a present or future waiver of such
provisions, nor in any way affect the right of either party to enforce each
and every such provision thereafter. The express waiver by either party of
any provision, condition or requirement of this Agreement shall not
constitute a waiver of any future obligation to comply with such provision,
condition or requirement.
19
8.6 Counterparts. This Agreement may be executed in two (2) or more
------------
counterparts or duplicate originals, all of which shall be regarded as one
and the same instrument, and which shall be the official and governing
version in the interpretation of this Agreement.
8.7 Severability. If any provision in this Agreement shall be found or be held
------------
to be invalid or unenforceable in any jurisdiction in which this Agreement
is being performed, then the meaning of said provision shall be construed,
to the extent feasible, so as to render the provision enforceable, and if
no feasible interpretation would save such provision, it shall be severed
from the remainder of this Agreement which shall remain in full force and
effect. In such event, the parties shall negotiate in good faith a
substitute, valid and enforceable provision which most nearly effects the
parties' intent in entering into this Agreement.
8.8 Publicity. The existence, general nature, and specific terms and
---------
conditions of this Agreement will be held in confidence and may not be
disclosed without the consent of both parties, except: as required by any
court or other governmental body; as otherwise required by law; to legal
counsel of the parties; in confidence, to accountants, banks, and financing
sources and their advisors; in confidence, in connection with the
enforcement of this Agreement or rights under this Agreement; or in
confidence, in connection with an actual or prospective merger, acquisition
or similar transaction.
8.9 Entire Agreement. The terms and conditions herein contained and the
----------------
provisions of the Settlement Agreement constitute the entire agreement
between the parties and supersede all previous agreements and
understandings, whether oral or written, between the parties with respect
to the subject matter hereof. No alteration, amendment, waiver,
cancellation or any other change in any term or condition of this Agreement
shall be valid or binding on either party unless the same shall have been
mutually assented to in writing by both parties.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed
in duplicate by duly authorized officers or representatives as of the date first
written above.
Cirrus Logic, Inc. Virata Limited
By: By:
-------------------------------- --------------------------------
20
EXHIBIT A TO LICENSE AGREEMENT
END USER LICENSE TERMS
PLEASE READ THIS LICENSE CAREFULLY BEFORE OPENING THE PACKAGE OR USING THE
SOFTWARE. BY OPENING THE PACKAGE OR USING THE SOFTWARE, YOU ARE AGREEING TO BE
BOUND BY THE TERMS OF THIS LICENSE. IF YOU DO NOT AGREE TO THE TERMS OF THIS
LICENSE, PROMPTLY RETURN THE UNUSED SOFTWARE TO THE PLACE WHERE YOU OBTAINED IT
AND YOUR MONEY WILL BE REFUNDED. VIRATA LIMITED ("VIRATA") SOFTWARE IS LICENSED
NOT SOLD.
FOR THE LIMITED WARRANTY PERTAINING TO THIS PRODUCT, PLEASE REFER TO THE
WARRANTY LEAFLET INCLUDED IN THIS PACKAGE.
1. LICENSE. The application, demonstration, system and other software
accompanying this License, whether on disk, in read-only memory, or on any other
media (the "Virata Software"), and the related documentation are licensed to you
by Virata. You own the medium on which the Virata Software are recorded, but
Virata and/or Virata's licensor(s) retain title to the Virata Software and
related documentation. The License allows you to use the Virata Software on a
single Virata product and make one copy of the Virata Software in machine-
readable form only for backup purposes. You must reproduce, on such copy, the
Virata copyright notice and any other proprietary legends that were on the
original copy of the Virata Software. You may also transfer all your license
rights in the Virata Software, the backup copy of the Virata Software, the
related documentation, and a copy of this License to another party provided the
other party reads and agrees to accept the terms and conditions of this License.
2. RESTRICTIONS. The Virata Software contains copyrighted material, trade
secrets, and other proprietary material. In order to protect them, and except
as permitted by applicable legislation, you may not decompile, reverse engineer,
disassemble, or otherwise reduce the Virata Software to a human-perceivable
form: copy, modify, network, rent, lease, loan, or distribute the Virata
Software; or create derivative works based upon the Virata Software in whole or
in part. You may not electronically transmit the Virata Software from one
computer to another or over the network.
3. TERMINATION. This License is effective until terminated. You may terminate
the License at any time by destroying the Virata Software, related documentation
and all copies thereof. This License will terminate immediately without notice
from Virata if you fail to comply with any provision of this License. Upon
termination you must destroy the Virata Software, related documentation, and all
copies thereof. Upon termination you shall remain subject to the provisions,
restrictions and exclusions in this License Agreement and shall have no right to
any refund of any amount paid for the Virata Software. No termination shall
release you from liability for any breach of this License Agreement.
4. EXPORT LAW ASSURANCES. You agree and certify that neither the Virata
Software nor any other technical data received from Virata, nor the direct
product thereof will be shipped,
21
transferred, or exported, directly or indirectly, to any county in violation of
any applicable law, including the United States Export Administration Act and
the regulations thereunder.
5. CONTROLLING LAW AND SEVERABILITY. This License shall be governed by and
construed in accordance with the laws of the State of California without regard
to its conflict of laws provisions. If for any reason a court of competent
jurisdiction finds any provision of this License, or portion thereof, to be
unenforceable, that provision of the License shall be enforced to the maximum
extent permissible so as to effect the intent of the parties, and the remainder
of this License shall continue in full force and effect.
6. ACKNOWLEDGMENT. You acknowledge that you have read this License Agreement,
understand it, and agree to be bound by its terms and conditions. You also
agree that the License agreement is the complete and exclusive statement of
agreement between the parties and supersedes all proposals or prior agreements,
oral or written, and any other communications between the parties relating to
the subject matter of the License Agreement. No amendment to or modification of
this License will be binding unless in writing and signed by a duly authorized
representative of Virata.
22
EXHIBIT D
VOLUME PURCHASE AGREEMENT
This Volume Purchase Agreement ("Agreement") is entered into as of 19 June,
1998 between Cirrus Logic, Inc., a California corporation with principal offices
at 0000 Xxxx Xxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxx 00000 and Cirrus Logic
International, Ltd., a Bermuda corporation with principal offices at Xxxxxxx
Xxxxxxxxxx Xxxx, Xxxxxxxx 0, Xxxxxxxxxx, Xxxxxxxx, West Indies (collectively
"Cirrus"), on the one hand, and Virata Limited, an English corporation with
principal offices at Xxxxx Xxxxxxxx Xxxxx, 0 Xxxxx Xxxxxxxx, Xxxxxxxxxx Road,
Cambridge, CB3 OBL, United Kingdom and Virata Corporation, a Delaware
corporation with principal offices at 0000 Xxxxxx Xxxx Xxxx, Xxxxx 000, Xxxxx
Xxxxx, Xxxxxxxxxx 00000 (collectively "BUYER"), on the other hand.
In consideration of the mutual promises contained herein, the parties agree
as follows:
1. Purchase and Sale of Products. BUYER agrees to purchase from Cirrus,
-----------------------------
and Cirrus agrees to sell to BUYER, on the terms and conditions set forth herein
the products set forth in Exhibit A ("Products"). Cirrus may unilaterally
modify the specifications of standard Products and substitute units manufactured
to such modified specifications, provided such modifications do not adversely
impact the Products' form, fit, function, interoperability or performance.
2. Terms and Conditions. The terms of sale contained herein apply to all
--------------------
quotations made by and purchase orders entered into by Cirrus for Products.
Except as expressly agreed in writing, the terms of this Agreement supersede and
replace all of the terms of BUYER's purchase order and Cirrus' acknowledgment
form and nothing contained in any such forms shall in any way modify the terms
of this Agreement or add any additional terms or conditions. All orders (or any
other contracts) must be accepted by Cirrus at its home office.
3. Purchase Commitment and Prices. Buyer agrees to purchase, and Cirrus
------------------------------
agrees to sell, the Products listed in the attached Exhibit A at the purchase
price ("Purchase Price") set forth in Exhibit A' in such amounts as may be set
forth in purchase orders submitted by BUYER from time to time pursuant to
Section 6 hereof. The parties agree that no more frequently than twice annually
and upon twenty (20) days notice by either party, the parties shall meet to
discuss and agree on new prices based on the then prevailing market conditions.
If the parties cannot agree on new pricing, then the existing prices as set
forth in Exhibit A shall continue in force.
4. Taxes. BUYER's Purchase Price does not include any excise, sales, use,
-----
value added, or other taxes, tariffs or duties that may be applicable to the
Products. When Cirrus has the legal obligation to collect such taxes or duties,
the appropriate amount shall be added to BUYER's invoice and paid by BUYER
unless BUYER provides Cirrus with a valid tax exemption certificate authorized
by the appropriate taxing authority.
5. Payment. Payment shall be in U.S. Dollars and shall be in an amount
-------
equal to BUYER's purchase price for the Products plus all applicable taxes,
shipping charges, and other
23
charges to be borne by BUYER. All exchange, interest, banking, collection and
other charges shall be at BUYER's expense. Cirrus will extend credit to BUYER on
Net 30 Day terms up to a credit limit to be established from time to time by
Cirrus. BUYER will pay Cirrus a penalty equal to two percent (2%) per month for
amounts outstanding beyond thirty days. Cirrus is not required to deliver any
Products to BUYER if BUYER is not current on outstanding invoices. Further,
Cirrus only will accept from BUYER orders for Products up to BUYER's remaining
credit limit at the time Cirrus receives BUYER's orders.
6. Order and Acceptance. All orders for Products submitted by BUYER shall
--------------------
be initiated by written purchase orders sent to Cirrus and requesting a delivery
date during the term of this Agreement; provided, however, that an order may
initially be placed orally or by telecopy if a confirmational written purchase
order is received by Cirrus within five (5) days after said oral or telecopy
order. To facilitate Cirrus' production scheduling, BUYER shall submit purchase
orders to Cirrus at least in accordance with Cirrus' then current lead times.
No order shall be binding upon Cirrus until accepted by Cirrus in writing, and
Cirrus shall have no liability to BUYER with respect to purchase orders that are
not accepted, provided that Cirrus shall accept all orders submitted by BUYER in
accordance with the terms hereof. Cirrus shall use reasonable efforts to notify
BUYER of the acceptance or rejection of an order and of the assigned delivery
date for accepted orders. No partial shipment of an order shall constitute the
acceptance of the entire order, absent the written acceptance of such entire
order. Cirrus shall use reasonable efforts to deliver Products at the times
specified either in its quotation or in its written acceptance of BUYER's
purchase orders.
7. Forecasts. Within the first five (5) days of every month, BUYER shall
---------
provide Cirrus with a ninety (90) day rolling forecast showing prospective
orders by Product model and intended submittal date.
8. Initial Order. Upon execution of this Agreement, BUYER shall deliver
-------------
to Cirrus a written purchase order for the Products.
9. Change Orders. For orders that have been accepted by Cirrus but have
-------------
not yet been shipped, BUYER may utilize written change orders as follows:
(a) BUYER may, on notice to Cirrus, on one occasion reschedule (push
out only) delivery of units of Product scheduled for delivery
more than 30 days following such notice for a period up to 60
days from the date of original scheduled delivery date.
(b) BUYER may, on notice to Cirrus terminate an order for all units
of Product scheduled to be delivered more than 90 days following
such notice.
Except as provided in this section, orders may not be rescheduled or terminated
by BUYER.
10. Shipping. All domestic deliveries are F.C.A. point of shipment.
--------
Delivery occurs upon making the Product available to a carrier at the shipping
point. Cirrus' title (except for
24
licensed software) passes to BUYER and Cirrus' liability as to delivery ceases
at that time. The carrier shall be deemed to be acting as BUYER's agent and all
claims for damage to Products must be filed by BUYER with the carrier.
All international deliveries are made C.I.P. named port of
destination. Cirrus's title and risk of loss passes to BUYER, and Cirrus's
liability as to delivery ceases upon arrival at named port of destination of
material purchased hereunder, carrier acting as Cirrus's agent. All claims for
damages will be filed by Cirrus with the carrier.
Unless specific shipping instructions otherwise have been agreed
between Cirrus and BUYER, Cirrus will follow the shipping instructions described
on the face of BUYER's purchase orders.
11. Delivery. All delivery dates are estimated only and deliveries may be
--------
made in installments, provided that Cirrus shall use its commercially reasonable
best efforts to meet all delivery dates specified in Cirrus's order
acknowledgment.
12. Force Majeure. Cirrus shall be excused from performance and not be
-------------
liable for delay in delivery or for non-delivery, in whole or in part, caused by
the occurrence of any contingency beyond the reasonable control of Cirrus,
including but not limited to, fire or explosion, flood, storm or other act of
God, war (whether an actual declaration thereof is made), sabotage,
insurrection, riot or other act of civil disobedience, act of public enemy, act
of any government or any agency or subdivision thereof affecting the terms of
the contract or otherwise, judicial action, labor dispute, accident, defaults or
delays of suppliers, failure or delay in transportation, shortage of labor,
fuel, raw material, or machinery or technical or yield failure where Cirrus has
exercised ordinary care in the prevention thereof.
13. Rejection of Products. BUYER shall accept or reject Product within
---------------------
thirty (30) days after receipt. Buyer may reject any Product that fails to
conform to specifications, subject to the last sentence of Section 1. If BUYER
fails to notify Cirrus in writing of its rejection and reasons therefor within
such period, BUYER will conclusively be deemed to have irrevocably accepted the
Products. Products rejected by BUYER will be held by BUYER and may be returned
only upon CIRRUS LOGIC's written authorization. Cirrus shall be entitled to
replace rejected Products in accordance with the Product replacement procedure
specified in Section 14. Notwithstanding the foregoing, the parties agree that
until such times as the PCI block is corrected to meet specification as defined
in Section 6 of the Settlement Agreement, Product shall continue to be purchased
by BUYER from Cirrus under waiver to specification.
14. Warranty. Cirrus warrants that the Products when delivered will be,
--------
(I) free from defects in material and workmanship under normal use and service;
and, (ii) conform to specifications, subject to the last sentence of Section 1.
Cirrus' liability and obligations under this warranty are limited to replacing
or repairing or giving credit for, at its option, any Products which are, within
one year after the date of delivery, returned to Cirrus' factory of origin in
accordance with Cirrus' RMA procedures, transportation charges prepaid, and
which are, after examination, determined to be in breach of this warranty. THIS
WARRANTY AND THE REMEDY HEREIN PROVIDED ARE IN LIEU OF ALL OTHER WARRANTIES,
25
EXPRESS, STATUTORY, IMPLIED, OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES
OF MERCHANTABILITY, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE, AND
OF ALL OTHER OBLIGATIONS OR LIABILITIES ON THE CIRRUS'S PART WITH RESPECT TO THE
PRODUCT AND ITS PERFORMANCE. IN NO EVENT SHALL CIRRUS BE LIABLE FOR THE COST OF
PROCUREMENT OF SUBSTITUTE GOODS OR FOR ANY OTHER SPECIAL, INDIRECT,
CONSEQUENTIAL OR INCIDENTAL DAMAGES FOR BREACH OF WARRANTY. CIRRUS neither
assumes, nor authorizes any other person to assume for it, any other obligations
or liabilities in connection with the sale of Products. This warranty shall not
apply to any unit of a Product which was damaged after delivery due to misuse,
negligence, or accident. Repair or replacement of a unit of a Product shall not
extend the original warranty period for that unit, but the warranty shall only
continue for the duration, if any, of the original warranty period. IN FURTHER
LIMITATION OF THE FOREGOING LIMITED WARRANTY, BUYER AGREES THAT PRODUCTS WHICH
COMPRISE SEMICONDUCTOR DEVICES WHICH ARE NOT FINISHED AND FULLY ENCAPSULATED,
ARE SOLD "AS IS" AND "WHERE IS" WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR
IMPLIED. Notwithstanding the foregoing, the parties agree that until such times
as the PCI block is corrected to meet specification as defined in Section 6 of
the Settlement Agreement, Product shall continue to be purchased by BUYER from
Cirrus under waiver to specification.
15. Term and Termination
--------------------
15.1 Term. This Agreement shall continue in force for a fixed term
----
of three years from the date hereof unless terminated earlier under the
provisions of this Section. At the end of the fixed term, this Agreement shall
automatically renew for a period of one year, unless either party provides the
other party with six month's written notice not to renew the Agreement.
15.2 Termination for Cause. If either party is in breach of its
---------------------
material obligations under this Agreement and fails to cure such breach within
30 days following notice thereof from the other party, then the non-breaching
party may, at its option, terminate this Agreement on notice to the other party.
15.3 Termination for Insolvency. This Agreement may be terminated,
--------------------------
on notice, (i) upon either party's insolvency, (ii) the institution by or
against either party of insolvency, receivership or bankruptcy proceedings or
any other proceedings for the settlement of that party's debts, (iii) upon
either party's making an assignment for the benefit of creditors, or (iv) upon
either party's dissolution or ceasing to do business in the normal course.
15.4 Fulfillment of Orders Upon Termination. Upon termination of
--------------------------------------
this Agreement for other than BUYER's breach, Cirrus shall continue to fulfill,
subject to the terms of this Agreement, all orders accepted by Cirrus prior to
the date of termination.
15.5 Survival of Certain Terms. The provisions of Sections 14, 16,17
-------------------------
and 19 shall survive the termination of this Agreement for any reason. All
other rights and obligations of the parties shall cease upon termination of this
Agreement.
26
16. Limitation on Liability. EXCEPT FOR LIABILITY OF CIRRUS UNDER SECTION
-----------------------
18.1, CIRRUS' LIABILITY ARISING OUT OF THIS AGREEMENT AND/OR SALE OF THE
PRODUCTS SHALL BE LIMITED TO THE AMOUNT PAID BY THE BUYER FOR THE PRODUCTS
GIVING RISE TO THE LIABILITY. IN NO EVENT SHALL CIRRUS BE LIABLE FOR COSTS OF
PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES. IN NO EVENT SHALL CIRRUS BE LIABLE
TO BUYER FOR ANY OTHER SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR INDIRECT DAMAGES,
HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, ARISING OUT OF THIS AGREEMENT.
THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE
OF ANY LIMITED REMEDY.
17. Confidentiality. Corporate Nondisclosure Agreement No. 1087 between
---------------
the parties is incorporated herein by this reference.
18. Indemnity.
---------
18.1 Indemnification of BUYER. Subject to the following paragraph,
------------------------
Cirrus shall indemnify and hold harmless BUYER and its Affiliates against any
costs, loss, liability, or expense arising directly out of any actual or alleged
infringement of any United States intellectual property or proprietary right by
the Products. This indemnity is conditioned on BUYER (a) providing to Cirrus
prompt and full disclosure of any such claim, (b) subject to the remainder of
this section, allowing Cirrus to conduct the defense of the claim, and (c)
providing at Cirrus' expense, reasonable assistance in connection with the
defense of the claim. Cirrus' liability pursuant to this Section shall be
limited to damages finally awarded against BUYER, or settlements entered into,
in connection with the claim, together with litigation costs and expenses
incurred by BUYER.
Cirrus shall have no liability under this section with respect to any
actual or alleged infringement caused by (a) any modifications to the Products
made by BUYER where the actual or alleged infringement would not have arisen but
for BUYER's modification; or (b) the combination of the Products with other
items not provided by Cirrus where the actual or alleged infringement would not
have arisen by use of the Products alone and not in combination with the other
items
18.2 Indemnification of Cirrus. BUYER shall defend and indemnify
-------------------------
Cirrus with respect to claims arising out of (i) modification of the Product
other than by Cirrus; (ii) combination of the Product with any other item
(including without limitation any claim for contributory infringement or
inducing infringement), or (iii) compliance with BUYER's specifications or
design.
18.3 EXCLUSIVE REMEDY. THE FOREGOING SECTION 18.1 STATES CIRRUS'S
----------------
SOLE LIABILITY AND OBLIGATION ARISING OUT OF ANY ACTUAL OR ALLEGED INTELLECTUAL
PROPERTY INFRINGEMENT OF ANY KIND THROUGHOUT THE WORLD.
27
19. General Provisions.
------------------
19.1 Governing Law and Jurisdiction. This Agreement shall be
------------------------------
governed by and interpreted in accordance with the laws of the State of
California without giving effect to its provisions regarding conflicts of laws.
The application of the United Nations Convention on Contracts for the
International Sale of Goods is expressly excluded in its entirety from this
Agreement. Any proceeding brought by a party arising out of, under or relating
to this Agreement shall be brought in either the California State Courts of
Alameda County or United States District Court for the Northern District of
California, and each of the parties hereto hereby submits itself to the personal
and exclusive jurisdiction and venue of such courts for purposes of any such
action.
19.2 Language. This Agreement is in the English language only, which
--------
language shall be controlling in all respects, and all versions hereof in any
other language shall not be binding on the parties hereto. All communications
and notices to be made or given pursuant to this Agreement shall be in the
English language.
19.3 Dollars. All references to "dollars", "U.S. $" or "$" shall
-------
mean United States Dollars.
19.4 Currency Control. BUYER represents and warrants that no
----------------
currency control laws applicable in the jurisdiction in which BUYER is located
prevent the payment to Cirrus of any sums due under this Agreement. In the
event that any such laws come into effect and the local government of the
jurisdiction does not permit that payment be made in United States Dollars,
BUYER will notify Cirrus immediately, and if so instructed by Cirrus, deposit
all monies due Cirrus to the account of Cirrus in a local bank of Cirrus' choice
in the jurisdiction.
19.5 U.S. Export Control. BUYER understands and acknowledges that
-------------------
Cirrus is subject to regulation by agencies of the
U.S. Government, including, but not limited to, the U.S. Department of Commerce,
which prohibit export or diversion of certain products and technology to certain
countries. Any and all obligations of Cirrus to provide the Products,
documentation, or any media in which any of the foregoing is contained, as well
as any other technical assistance shall be subject in all respects to such
United States laws and regulations as shall from time to time govern the license
and delivery of technology and products abroad by persons subject to the
jurisdiction of the United States, including the Export Administration Act of
1979, as amended, any successor legislation, and the Export Administration
Regulations issued by the Department of Commerce, Bureau of Export
Administration. BUYER agrees to cooperate with Cirrus, including, without
limitation, providing required documentation, in order to obtain export licenses
or exemptions therefrom. BUYER warrants that it will comply with the Export
Administration Regulations and other United States laws and regulations
governing exports in effect from time to time.
19.6 Foreign Corrupt Practices Act. In conformity with the United
-----------------------------
States Foreign Corrupt Practices Act and with Cirrus' established corporate
policies regarding foreign business practices, BUYER and its employees and
agents shall not directly or indirectly make and offer, payment, promise to pay,
or authorize payment, or offer a gift, promise to give, or
28
authorize the giving of anything of value for the purpose of influencing an act
or decision of an official of any government within the jurisdiction in which
BUYER is located or the United States Government (including a decision not to
act) or inducing such a person to use his influence to affect any such
governmental act or decision in order to assist Cirrus in obtaining, retaining
or directing any such business.
19.7 Government Approvals. BUYER hereby represents and warrants
---------------------
that no consent, approval or authorization of or designation, declaration or
filing with any governmental authority in the jurisdiction in which BUYER is
located is required in connection with the valid execution, delivery and
performance of this Agreement.
19.8 Enforceability. BUYER represents and warrants that the
--------------
provisions of this Agreement, and the rights and obligations of the parties
hereunder, are enforceable under the laws of the country in which BUYER is
located or to which BUYER is subject.
19.10 Limitation on BUYER's Rights to the Products. BUYER shall have
--------------------------------------------
no right to copy, re-xxxx, modify or remanufacture any Product or part thereof.
Ownership of all mask sets, design tapes, processing information and any other
intellectual property developed for or used in Cirrus' performance hereunder,
shall be as specified in the License Agreement attached hereto and incorporated
by reference.
19.11 No License. No license, express, implied, by estoppel, or
----------
otherwise, is granted under any patents with respect to the combination or use
of Products with any other device, software, or item. BUYER shall make its own
determination as to the need for a license under such patents.
19.12 No Waiver. No failure or delay on the part of either party in
---------
the exercise of any power, right or privilege hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise of any such power,
right or privilege preclude any other or further exercise thereof, or any other
right, power or privilege.
19.13 Notices. Any notice herein required or permitted to be given
-------
will be in writing and may be personally served, sent by telex or facsimile,
sent by an overnight delivery service, or sent by mail and such notice will be
deemed to have been given: (i) if personally given, or sent by a delivery
service, when served, (ii) if by telex or facsimile when sent by machine to the
proper address and telex or facsimile number with a confirmation copy deposited
in the mail within one (1) business day, or (iii) if mailed five (5) business
days after deposit in the mail with postage prepaid and properly addressed. For
purposes hereof the address of the parties hereto (until a notice of change
thereof is given as provided in this paragraph) will be as set forth on the face
hereof.
19.14 Nonassignability. BUYER may not assign this Agreement or any
----------------
order, or any interest or right herein, without the prior written consent of
Cirrus.
29
19.15 Counterparts. This Agreement may be executed in two or more
------------
counterparts, each of which shall be deemed an original and all of which
together shall constitute one instrument.
CIRRUS, INC. VIRATA LIMITED
By: By:
----------------------------------- ------------------------------------
sign sign
Name: Name:
----------------------------------- ------------------------------------
print print
Title: Title:
----------------------------------- ------------------------------------
CIRRUS INTERNATIONAL LTD VIRATA CORPORATION
By: By:
----------------------------------- ------------------------------------
sign sign
Name: Name:
----------------------------------- ------------------------------------
print print
Title: Title:
----------------------------------- ------------------------------------
30
EXHIBIT A TO VOLUME PURCHASE AGREEMENT
PRODUCTS AND PRICES
1. Products (part number)
1.1. CL-P57900-QC-Ax (where x represents the current revision level of
the product).
1.2. Other devices as agreed from time to time between the parties.
2. Prices
2.1. Pricing for the part number CL-P57900-QC-Ax shall be cumulative based
on the total quantity purchased by Virata from Cirrus as shown in the
following table:
==================================================================================================
LOWER BOUNDARY UPPER BOUNDARY PRICE IN $US
--------------------------------------------------------------------------------------------------
1 4,999 21.85
--------------------------------------------------------------------------------------------------
5,000 24,999 18.05
--------------------------------------------------------------------------------------------------
25,000 49,999 15.20
--------------------------------------------------------------------------------------------------
50,000 199,999 14.72
--------------------------------------------------------------------------------------------------
200,000 399,999 14.25
--------------------------------------------------------------------------------------------------
400,000 599,999 13.77
--------------------------------------------------------------------------------------------------
600,000 799,999 13.30
--------------------------------------------------------------------------------------------------
800,000 greater than 800,000 12.82
--------------------------------------------------------------------------------------------------
2.2. In addition to the above pricing, Cirrus agrees to give Virata; (a) one
dollar ($1.00) per unit for all sales made by Virata in the period through
December 31, 1999; and, (b) thereafter fifty cents ($0.50) per unit for all
sales made by Virata in the period January 1, 2000 through December 31, 2001, as
Cirrus' investment in Virata's efforts to create early market acceptance of ATM
chip technology in broadband local loop markets. These funds are to be paid
quarterly in arrears subject to Virata submitting claims and Cirrus reserves the
right in its sole discretion to make payment by the equivalent value in free
Hydrogen parts at the then prevailing cumulative unit price per the above table.
31
EXHIBIT E
JOINT TECHNOLOGY
E1. FUNCTIONAL BLOCKS, TEST SPECIFICATIONS, TEST METHODOLOGY. Functional
blocks, test specifications and test methodology shall be considered Joint
Technology where so noted in the table below:
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
XXXXXXXXXX XXXXXX XXXXX TEST SPECIFICATION TEST
----------------------------------------------------------------------------------------------------
AFE Cirrus Technology Virata Technology Virata Technology
----------------------------------------------------------------------------------------------------
Arbiter Virata Technology Virata Technology Virata Technology
----------------------------------------------------------------------------------------------------
ARM Block* Virata Technology Virata Technology Joint Technology
----------------------------------------------------------------------------------------------------
Clock Tree Cirrus Technology Cirrus Technology Cirrus Technology
----------------------------------------------------------------------------------------------------
GPIO Virata Technology Virata Technology Joint Technology
----------------------------------------------------------------------------------------------------
Interrupt Control Virata Technology Virata Technology Joint Technology
----------------------------------------------------------------------------------------------------
List Manager Virata Technology Virata Technology Joint Technology
----------------------------------------------------------------------------------------------------
Network Virata Technology Virata Technology Virata Technology
----------------------------------------------------------------------------------------------------
SRAM Cirrus Technology Cirrus Technology Cirrus Technology
----------------------------------------------------------------------------------------------------
DRAM Cirrus Technology Cirrus Technology Joint Technology
----------------------------------------------------------------------------------------------------
UART Cirrus Technology Cirrus Technology Cirrus Technology
----------------------------------------------------------------------------------------------------
PCI Cirrus Technology Cirrus Technology Cirrus Technology
----------------------------------------------------------------------------------------------------
*The ARM Block contains an ARM Xxxx licensed by Cirrus Logic from ARM Limited.
32
EXHIBIT F
SURVIVING TERMS
8.1 The term "CONFIDENTIAL INFORMATION" shall mean any information disclosed by
one party to the other (i) prior to the date of this Agreement but with
respect to the subject matter hereof, or (ii) pursuant to this Agreement,
in each case which is in written, graphic, machine readable or other
tangible form and is marked "Confidential," "Proprietary" or in some other
manner to indicate its confidential nature. CONFIDENTIAL INFORMATION may
also include oral information disclosed by one party to the other pursuant
to this Agreement, provided that such information is designated as
confidential at the time of disclosure and reduced to a written summary by
the disclosing party, within thirty (30) days after its oral disclosure
which is marked in a manner to indicate its confidential nature and
delivered to the receiving party.
8.2 Each party shall treat as confidential (as set forth herein) all
CONFIDENTIAL INFORMATION of the other party, and shall not use such
CONFIDENTIAL INFORMATION except as contemplated herein or otherwise
authorized in writing. Each party shall implement reasonable procedures to
prohibit the unauthorized disclosure or misuse of the other party's
CONFIDENTIAL INFORMATION and shall not intentionally disclose such
CONFIDENTIAL INFORMATION to any third party except as may be necessary or
useful in connection with the rights and obligations of such party under
this Agreement, and subject to confidentiality obligations similar to those
set forth herein. Each of the parties shall use at least the same
procedures and degree of care that it uses to prevent the disclosure of its
own CONFIDENTIAL INFORMATION of like importance to prevent the disclosure
of its own CONFIDENTIAL INFORMATION of like importance to prevent the
disclosure of CONFIDENTIAL INFORMATION disclosed to it by the other party
under this Agreement, but in no event less than reasonable care. Each
party's obligations pursuant to this Section shall terminate, with respect
to each item of CONFIDENTIAL INFORMATION disclosed to it hereunder by the
other party, five (5) years after such disclosure.
8.3 Notwithstanding the above, neither party shall have liability to the other
with regard to any CONFIDENTIAL INFORMATION of the other which: was
publicly available at the time it was disclosed or becomes publicly
available through no fault of the receiving party; was known to the
receiving party, without similar confidentiality restriction, at the time
of disclosure; is disclosed by the receiving party with the prior written
approval of the disclosing party; was independently developed by the
receiving party without use of the CONFIDENTIAL INFORMATION; becomes known
to the receiving party, without similar confidentiality restriction, from a
source other than the disclosing party without breach of this Agreement by
the receiving party; or is disclosed pursuant to the order or requirement
of a court, administrative agency, or other governmental body, provided,
that the receiving party shall provide prompt, advanced notice thereof to
enable the disclosing party to seek a protective order or otherwise prevent
such disclosure.
33
8.4 Notwithstanding anything else in this Agreement, however, but subject to
the other party's patents, copyrights, and mask work rights, each party's
employees shall be entitled to use, for purposes other than implementation
of any asynchronous transfer mode chip and without royalty obligation, the
other party's CONFIDENTIAL INFORMATION retained in such employees' memory
as a result of exposure to such CONFIDENTIAL INFORMATION pursuant to this
Agreement. Nothing in this Agreement will restrict each party's rights to
assign or reassign its employees, including without limitation those who
have had access to the other party's CONFIDENTIAL INFORMATION, to any
project in its discretion.
10. REPRESENTATIONS AND WARRANTIES.
10.1 Each party represents and warrants its execution, delivery and performance
of this Agreement will not conflict with or result in any breach of, or
constitute a default under, any security agreement, commitment, contract
or other agreement, instrument, or undertaking to which it is a party or
by which any of its property is bound.
10.2 ATML represents and warrants that to the best of ATML's knowledge it owns
or has sufficient rights and will own or will have sufficient rights to
the ATML LICENSED TECHNOLOGY, ATML IMPROVEMENTS, and other items provided
to Cirrus Logic hereunder, and that ATML has and will have the right,
power, and the authority to enter into and perform this Agreement and to
grant the rights and licenses granted to Cirrus Logic hereunder free of
any restrictions not contained in this Agreement.
10.3 ATML represents and warrants to the best of ATML's knowledge that it is
under no obligation or restriction, now will it assume any obligation or
restriction or take any action, that does or would in way interfere or
conflict with, or that does present a conflict of interest, concerning
ATML's performance under this Agreement or would restrict any of the
rights and licenses granted to Cirrus Logic herein..
10.4 ATML represents and warrants to the best of ATML's knowledge, that there
is no pending litigation or claim nor, the basis for any claim (except as
explained in Exhibit-J), that ATML does not own or have sufficient rights
to the ATML LICENSED TECHNOLOGY, or that the exercise by Cirrus Logic of
any right granted hereunder will infringe any intellectual property right
of any third party.
10.5 Cirrus Logic represents and warrants to the best of Cirrus Logic's
knowledge, that there is no pending litigation or claim nor, any basis for
any claim that Cirrus Logic does not own or have sufficient rights to the
Cirrus Logic Modifications and Cirrus Logic Design Tools, or that the
exercise by ATML of any right granted hereunder will infringe any
intellectual property right of any third party.
10.6 Each party represents and warrants that, to the best of its knowledge and
belief, each item of software provided to one party by the other party
does not contain any code, programming instruction or set of instructions
that is intentionally designed or constructed with the ability to damage,
interfere with or otherwise adversely affect computer programming code,
data files, or hardware without the consent and intent of the
34
computer user. Each party shall promptly notify other party of any
knowledge or suspicion of each party that any such materials have
incorporated in any such software.
11. INFRINGEMENT INDEMNITY.
11.1 Subject to Section 11.2 below, ATML shall indemnify and hold harmless
Cirrus Logic and its Affiliates against any costs, loss, liability, or
expense arising directly out of any actual or alleged infringement or any
intellectual property or proprietary rights as a result of activities
pursuant to this Agreement by any ATML LICENSED TECHNOLOGY or ATML
IMPROVEMENTS. This indemnity is conditioned on Cirrus Logic's (i)
providing to ATML prompt and full disclosure of any such claim, (ii)
subject to the remainder of this section, allowing ATML, at ATML's written
request, to conduct to defense of the claim, and (iii) providing, at
ATML's expense, reasonable assistance in connection with the defense of
the claim. ATML's liability pursuant to this section shall be limited to
damages finally awarded against Cirrus Logic, or settlements entered into,
in connection with the claim, together with litigation costs and expenses
incurred by Cirrus Logic, subject to the next sentence. If Cirrus Logic
and ATML agree (such agreement will not be unreasonably withheld or
delayed) that ATML is not financially capable of fully defending the
claim, then Cirrus Logic shall be entitled to conduct the defense of the
claim, at ATML's expense, including without limitation the right to set
off royalties or other payment obligations of Cirrus Logic pursuant to
this Agreement against amounts payable by ATML pursuant to this Agreement.
11.2 ATML shall have liability pursuant to Section 11.1 above with respect to
any actual or alleged infringement caused by (i) CIRRUS LOGIC
MODIFICATIONS, or other modifications to the ATML LICENSED TECHNOLOGY or
ATML IMPROVEMENT or other contributions to ATM CHIPS not provided by ATML,
where the actual or alleged infringement would not have arisen but for the
use of the CIRRUS LOGIC MODIFICATION or other non-ATML modification or
contribution, or (ii) the combination of ATML LICENSED TECHNOLOGY or ATML
IMPROVEMENT with other items not provided by ATML where the actual or
alleged infringement would not have arisen by use of the ATML LICENSED
TECHNOLOGY or ATML IMPROVEMENT alone and not in combination with the other
items.
11.3 Subject to Section 11.2 above, Cirrus Logic shall indemnify and hold
harmless ATML and its Affiliates against any costs, loss, liability, or
expense arising directly out of any actual or alleged infringement of any
intellectual property or proprietary right as a result of activities
pursuant to this Agreement by any CIRRUS LOGIC DESIGN TOOLS AND CIRRUS
LOGIC TECHNOLOGY. This indemnity is conditioned on ATML's providing Cirrus
Logic prompt and full disclosure of any such claim, (ii) allowing Cirrus
Logic, at Cirrus Logic's written request, to conduct the defense of the
claim, and (iii) providing, at Cirrus Logic's expense, reasonable
assistance in connection with the defense of the claim. Cirrus Logic's
liability pursuant to this section shall be limited to damages finally
awarded against ATML, or settlements entered into, in connection with the
claim, together with litigation costs and expenses incurred by ATML.
35
11.4 Cirrus Logic shall have no liability pursuant to Section 11.3 above with
respect to any actual or alleged infringement caused by (i) modification
of any CIRRUS LOGIC DESIGN TOOLS or CIRRUS LOGIC TECHNOLOGY other than by
Cirrus Logic, where the actual or alleged infringement would not have
arisen by use of the unmodified CIRRUS LOGIC DESIGN TOOLS or CIRRUS LOGIC
TECHNOLOGY, (ii) the combination of any CIRRUS LOGIC DESIGN TOOLS or
CIRRUS LOGIC TECHNOLOGY with other items not provided by Cirrus Logic
where the actual or alleged infringement would not have arisen by use of
the CIRRUS LOGIC DESIGN TOOLS or CIRRUS LOGIC TECHNOLOGY alone and not in
combination with the other items.
36
