LICENSE AGREEMENT
THIS LICENSE AGREEMENT is made this 31st day of July, 1998 by and
between ROHM CO., LTD. a corporation organized and existing under the laws of
Japan, with a principal place of business at 00, Xxxxx Xxxxxxxx-xxx, Xxxx-xx,
Xxxxx, 000, Xxxxx (hereinafter referred to as "Rohm") and GATEFIELD
CORPORATION, a corporation organized and existing under the laws of Delaware,
U.S.A., having its principal place of business at 00000 Xxxxxxx Xxxxxxx,
Xxxxxxx, Xxxxxxxxxx, 00000-0000, X.X.X. (hereinafter called "GateField).
WHEREAS, GateField has developed proprietary ProASIC Technology and has
applied this ProASIC Technology in the design, manufacture, marketing and
selling of its Standard ProASIC Products and licensing the ProASIC
Technology; and
WHEREAS, Rohm is engaged in the development, manufacturing and marketing
of proprietary semiconductor products including FPGAs and has an existing
license from GateField for the design, manufacture and marketing of Standard
ProASIC Products down to 0.5 micron with a maximum density of 10,000 gates or
less; and
WHEREAS, Rohm desires to obtain a license from GateField to use and
apply GateField's proprietary ProASIC Technology in the design, manufacture
and marketing of Standard ProASIC Products and ProASIC Chip on Chip Products
down to 0.35 micron with no limitation on density, and pay GateField
technology transfer non-recurring engineering fees; and
WHEREAS, Rohm also desires to obtain a license from GateField to use and
apply GateField's proprietary ProASIC Technology in the development,
modification, use and sale by Rohm for Embedded Applications of 0.25 micron
and below; and
WHEREAS, Rohm also desires to obtain an expanded master license from
GateField for the 4p2 Version of GateField's ASICmaster Software; and
WHEREAS, Rohm also desires to obtain a license from GateField for the
development, manufacture, modification, use and sale by Rohm of GateField's
Current ProASIC Products; and
WHEREAS, GateField is willing to xxxxx Xxxx these additional license
rights as provided for herein.
NOW, THEREFORE, the parties agree as follows:
1. DEFINITIONS
For the purpose of this Agreement, the following terms shall have
meanings
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specified:
"ASICMAKER" means the proprietary hardware programmer developed by
Gatefield for programming GateField ProASIC Products.
"EMBEDDED APPLICATIONS" means the integration of GateField's ProASIC
Technology as a subset of a silicon device in the same chip.
"GATEFIELD PROASIC TECHNOLOGY" or "PROASIC TECHNOLOGY" means the proprietary
ProASIC technology developed and owned by GateField including the
architecture, switch cell design and operation, programming logic, analog and
high voltage circuit design, simulation, verification and testing, and
methodologies, but excluding all software except for the architectural file
generation software which shall be included.
"GATEFIELD'S CURRENT PROASIC PRODUCTS" means GateField's standard field
programmable gate array GF100K, GF250F and GF260F Product families utilizing
GateField ProASIC technology as specified in GateField's current product list.
"GROSS REVENUE" means all revenue derived by Rohm from the sale or use of
silicon products utilizing GateField ProASIC Technology in Embedded
Applications.
"PROASIC CHIP ON CHIP PRODUCTS" means the application of GateField's Standard
ProASIC Products with other silicon products directly placed on the mother
chip utilizing Rohm's Chip on Chip packaging technology as developed by Rohm
including, but not limited to the drawing attached hereto as Attachment A, as
an example.
"STANDARD PROASIC PRODUCTS" or "PROASIC PRODUCTS" mean standard field
programmable gate array products utilizing GateField ProASIC technology in
non-embedded applications and in multi-chip applications. Standard ProASIC
Products includes GateField's Current ProASIC Products as well as any future
ProASIC Products.
"VERSION 4P2 ASICMASTER SOFTWARE" means the proprietary place and route
software developed and owned by GateField for programming GateField ProASIC
Products in current version 4p2 release dated March 27, 1998.
"ROHM CUSTOMERS" means end users of the ProASIC Products sold by Rohm.
2. LICENSE GRANTS
2.1 STANDARD PROASIC PRODUCT LICENSE
2.1.1 GateField grants to Rohm the worldwide, nontransferable,
nonexclusive and royalty-free license of the GateField ProASIC Technology for
the development, modification, manufacturing, use and sale by Rohm of
Standard ProASIC Products down to 0.35 micron with no limitation on density.
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2.2 EMBEDDED APPLICATIONS LICENSE
2.2.1 GateField grants to Rohm the worldwide, nontransferable,
nonexclusive license of GateField's ProASIC Technology for the development,
modification, manufacturing, use and sale by Rohm for Embedded Applications
down to 0.35 micron on a royalty free basis and of 0.25 micron and below with
royalties as provided for in Section 4.2.
2.3 PROASIC CHIP ON CHIP PRODUCT LICENSE
2.3.1 GateField grants to Rohm the worldwide, nontransferable, exclusive
license of GateField's ProASIC Technology for the development, modification,
manufacturing, use and sale by Rohm for ProASIC Chip on Chip Products with no
limitation on design rule and density.
2.4 GATEFIELD CURRENT PROASIC PRODUCT LICENSE
2.4.1 GateField grants to Rohm the worldwide, nontransferable,
nonexclusive and royalty-free license for the development, modification,
manufacturing, use and sale by Rohm of the GateField Current ProASIC
Products.
2.5 VERSION 4P2 ASICMASTER SOFTWARE LICENSE
2.5.1 GateField grants to Rohm a worldwide, nontransferable, nonexclusive
master license for the 4p2 Version ASICmaster Software for use with Embedded
Applications and Standard ProASIC Products. Rohm has the right to modify the
4p2 Version ASICmaster Software to support all Embedded Applications and
Standard ProASIC Products manufactured and sold by ROHM. Furthermore,
GateField shall grant to Rohm the worldwide, nontransferable, nonexclusive
and royalty-free master license for the 4p2 Version ASICmaster Software for
use with Embedded Applications of 0.25 micron and below.
3. LICENSE RESTRICTIONS
3.1 The license grants specified in Section 2 above do not include the right
to sublicense the manufacture or sale of the GateField Current ProASIC
Products.
3.2 The license grants specified in Section 2 above do not include the right
to sublicense the ProASIC Technology or any manufacturing rights.
3.3 In the event that GateField enters into a license agreement with a third
party for the same licenses granted in Section 2 above, when taken as a
whole, on terms that are more favorable to such third party, then Rohm and
GateField agree to adjust the terms and conditions of the licenses granted by
GateField to Rohm hereunder in order to make the license grants to Rohm
generally comparable on a perspective basis. Following the effective date
of this Agreement, GateField agrees to notify Rohm of any grant to a third
party of the same licenses granted to Rohm hereunder.
4. LICENSE FEES AND ROYALTIES
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4.1 Rohm shall pay to GateField a license fee for all the licenses granted
to Rohm in Section 2 above in the amount of $2,500,000 U.S. Dollars. This
license fee shall be payable upon execution of this License Agreement between
the parties. This license fee is inclusive of the license fee for the
expanded license for the GateField Version 4p2 ASICmaster Software.
4.2 In addition, Rohm agrees to pay GateField a royalty equal to 5% of Gross
Revenue based on the area ratio of the ProASIC Technology on the chip to the
total chip area for any Embedded Applications and royalties due for that
quarter. The royalties shall be computed by multiplying the area ratio of the
ProASIC Technology on the chip as determined above times .05 times the Gross
Revenue. Rohm agrees to provide GateField with quarterly royalty reports
showing sales amounts of all Embedded Applications of 0.25 and below and
royalties due for that month. GateField shall have the right to audit Rohm's
records upon 10 days advance notice and if the royalty report for any
quarterly period varies more than 5% with the audited records, Rohm agrees to
pay for the expenses of the audit.
4.3 All payments due GateField hereunder are due and payable net 30 days
after invoice, except that the payment of the license fee specified in
Section 4.1 shall be due and payable by the 14th day of August, 1998.
4.4 Any withholding taxes imposed by the Japanese tax authorities in
relation to the amount paid to GateField under this Section 4 shall be borne
by GateField. In such case, Rohm shall cooperate with GateField so that
after Rohm deducts and pays any such withholding taxes on behalf of
GateField, Rohm shall obtain and forward to GateField certificates of payment
of such taxes from the appropriate authorities.
5. TECHNOLOGY TRANSFER
GateField will transfer to Rohm the applicable GateField ProASIC Technology
for the licenses granted in Section 2 to Rohm as specified in the List of
Deliverables For Licenses attached hereto as Attachment B in a mutually
agreeable fashion and provide the necessary technology transfer non-recurring
engineering services to Rohm on a time and material basis.
6. MANUFACTURING
6.1 Rohm shall manufacture the Standard ProASIC Products for the purpose of
designing, sales, marketing and usage by Rohm and agrees to supply these
ProASIC Products to GateField pursuant to Section 9 of this Agreement.
6.2 Rohm shall have the right to modify the designs of the Standard ProASIC
Products at any time but must advise GateField prior to making any changes
affecting functionality or performance and provide GateField with details of
the modifications.
7. SOFTWARE
7.1 GateField grants Rohm a non-exclusive, nontransferable worldwide object
code license to use and modify the Version 4p2 ASICmaster Software and the
architecture file generator for internal development
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purposes only and to sublicense the ASICmaster Software as modified to
operate on Standard ProASIC Products to Rohm Customers for use only with the
Standard ProASIC Products sold by Rohm during the term of this Agreement.
GateField's Software License Agreement is attached to this Agreement as
Attachment C and is incorporated herein by reference and shall apply to the
Version 4p2 ASICmaster Software used or sublicensed by Rohm.
7.2 For the first nine (9) months after the date of this Agreement or until
the monthly volume of software licenses exceeds 25 copies of the Version 4p2
ASICmaster Software, whichever occurs first, GateField shall issue the
Version 4p2 ASICmaster Software with the architecture files license key for
Rohm Customers and send a copy of the Version 4p2 ASICmaster Software with
the architecture files directly to the Rohm Customer as specified by Rohm.
Rohm will have responsibility for:
issuing quotes to the Rohm Customer for the Version 4p2 ASICmaster Software;
having a software license and maintenance agreement in substantially the same
form as GateField's Software License Agreement, a copy of which is attached
to this Agreement as Attachment C signed between Rohm and the Rohm Customer;
invoicing the Rohm Customer for the Version 4p2 ASICmaster Software license
fee; and notifying GateField of all relevant Rohm Customer information
necessary for GateField to send the Rohm Customer a copy of the Version 4p2
ASICmaster Software and license key.
7.3 After the first nine (9) months of this Agreement or after the monthly
volume of software licenses exceeds 25 copies of the Version 4p2 ASICmaster
Software, which ever occurs first, GateField shall provide Rohm with a master
copy of the Version 4p2 ASICmaster Software with the architecture files and
Rohm shall have the right and obligation to make copies and issue Version 4p2
ASICmaster Software license keys for distribution to Rohm Customers
consistent with the above license grant. Rohm agrees to utilize the same
software security system and procedures used by GateField in making software
copies and issuing software license keys. Rohm shall have the
responsibilities specified in Section 7.2 (a) through (c) above when issuing
Version 4p2 ASICmaster Software copies and license keys directly to Rohm
Customers.
7.4 Rohm shall provide warranty, maintenance and customer support for the
Version 4p2 ASICmaster Software to its Rohm Customers. GateField shall
provide warranty and maintenance support to Rohm on an as needed basis for
bug fixes as reasonably determined by GateField and updates to the Version
4p2 ASICmaster Software at the discretion of GateField, each on a time and
material basis at GateField's standard rates.
7.5 Rohm agrees to keep records and software license and maintenance
agreements showing compliance with this Agreement and agrees to provide
copies to GateField upon request.
8. ROHM DISTRIBUTION RIGHTS
8.1 Rohm shall have the right to market and sell the Standard ProASIC
Products, Version 4p2 ASICmaster Software Licenses and ASICmaker under the
ProASIC trademark. Rohm may alter the
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ProASIC trademark logo by using regular lettering. Rohm agrees to use the
ProASIC trademark on all Standard ProASIC Products, ASICmaker, Embedded
Applications, ProASIC Chip on Chip Products and copies of the Version 4p2
ASICmaster Software, including all documentation and collateral material.
GateField grants Rohm a license to use its ProASIC trademark and logo during
the term of this Agreement on the Standard ProASIC Products, Embedded
Applications, ProASIC Chip on Chip Products and copies of the Version 4p2
ASICmaster Software and ASICmaker only. Rohm shall comply with all quality
standards for GateField trademarks as provided by GateField from time to time.
9. GATEFIELD RESALE RIGHTS
9.1 Rohm agrees to manufacture and test Standard ProASIC Products for
purchase by GateField at a reasonable price to be mutually agreed upon and
grants GateField the nonexclusive, worldwide, nontransferable, royalty-free
right and license to resell the Standard ProASIC Products through its
authorized sales channels under the GateField name with the ProASIC logo,
including any ASICmaker modules and ASICmaster Software developed by Rohm
specific to the Standard ProASIC Products.
9.2 Rohm warrants that the prices specified in Section 9.1 hereof charged to
GateField for Standard ProASIC Products shall be the most favorable price
when taken as a whole and generally comparable on a perspective basis. In
the event Rohm grants lower prices or more favorable pricing terms for the
Standard ProASIC Products than those specified in this Agreement, Rohm agrees
to notify GateField immediately and provide the same prices and/or terms to
GateField.
10. PROPRIETARY RIGHTS AND CONFIDENTIALITY
10.1 GateField is the exclusive owner of the GateField ProASIC Technology and
all modifications, versions, and derivatives of the GateField ProASIC
Technology and products, including all patents, copyrights, trade secrets or
other intellectual property rights. The only rights granted Rohm under this
Agreement are the license rights specified in Section 2, Section 7.2, Section
7.3, Section 7.4 and Section 8.1.
10.2 Rohm agrees to protect the confidentiality of the GateField ProASIC
Technology and products and any other GateField proprietary or confidential
information disclosed to Rohm under this Agreement ("Proprietary
Information") during the term of this Agreement and for a period of five (5)
years after termination.
10.3 Rohm shall protect the disclosed Proprietary Information by using the
same degree of care, but no less than a reasonable degree of care, to prevent
the unauthorized use, dissemination, or publication of the Proprietary
Information as Rohm uses to protect its own proprietary information of a like
nature.
10.4 This Agreement imposes no confidentiality obligation upon Rohm with
respect to Information that: (a) was in Rohm's possession without a duty of
confidentiality before
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receipt from GateField, provided there is legally sufficient evidence of such
prior possession and further provided that Rohm gives the GateField written
notice when it first becomes aware of such prior possession and provides
GateField with a copy of Rohm's evidence of such prior possession to the
extent it is legally permitted to do so; (b) is or becomes a matter of public
knowledge through no fault of Rohm; (c) is lawfully received by Rohm from a
third party without a duty of confidentiality to the GateField; (d) is
independently developed by Rohm, provided that the parties who independently
developed the Proprietary Information had no access to, or knowledge, direct
or indirect, of the GateField's Proprietary Information and further provided
that there is legally sufficient evidence of the independent development and
further provided that Rohm gives GateField written notice when it first
becomes aware of this independent development and provides GateField with
copies of Rohm's evidence of such independent development to the extent it is
legally permitted to do so; (e) is disclosed under operation of law, provided
Rohm gives the GateField prior written notice of such demand for disclosure
and an opportunity to prevent or limit such disclosure; or (f) is disclosed
by Rohm with GateField's prior written approval.
10.5 GateField warrants that it has the right to make the disclosures under
this Agreement. NO OTHER WARRANTIES ARE MADE BY GATEFIELD UNDER THIS
AGREEMENT. ANY INFORMATION EXCHANGED UNDER THIS AGREEMENT IS PROVIDED "AS IS".
10.6 Both parties agree that in the event of a breach of this Section,
GateField shall be entitled to injunctive relief in addition to any other
remedies which may be available.
10.7 The ownership of Rohm proprietary rights and Rohm confidential
information as well as GateField's obligations to keep such information
confidential is covered in the Foundry Manufacturing Agreement previously
signed between Rohm and GateField.
11. PATENTS AND COPYRIGHTS
11.1 GateField will defend any suit or proceeding brought against Rohm and
indemnify Rohm for the damages and costs awarded therein against Rohm so far
as based on a claim that the GateField ProASIC Technology as transferred to
Rohm, or any part thereof, furnished under this Agreement constitutes an
infringement of any design patent or copyright if notified promptly in
writing and given authority, information and assistance (at GateField
expense). In case the Standard ProASIC Products, or any part thereof, is
enjoined, or GateField believes it could be enjoined, GateField shall at its
own expense and at its option, either procure for Rohm the right to continue
using the Products or part, or replace same with a non-infringing product
with similar performance, or xxxxx Xxxx a refund of moneys paid to GateField
for product rights under this Agreement in accordance with a three (3) year
straight line depreciation policy.
11.2 GateField shall not be liable to Rohm under any provision of this clause
if any patent or copyright infringement, or claim thereof, is based upon
modifications made by Rohm,
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or the manufacturing process (excluding the manufacturing process used by
Rohm and instructed by GateField) for the ProASIC Products, or in a manner
for which the ProASIC Products were not designed.
12. COMPLIANCE WITH GOVERNMENTAL REGULATIONS
12.1 The technology license and sale of ProASIC Products shall be, at all
times, subject to any applicable U.S., Japan and any other applicable
jurisdiction export control laws and regulations and applicable import
control laws. Both parties shall comply with such laws and regulations,
including without limitation, record keeping and inspection requirements.
Rohm acknowledges that GateField is subject to regulation under laws of the
United States, under which export or diversion of ProASIC Products to certain
countries is prohibited. Both parties agree that they will not export or
re-export outside CoCom Countries, directly or indirectly, any ProASIC
Products or technical data relating to ProASIC Products without the prior
written consent of the other party and compliance with all applicable
regulations.
13. RELATIONSHIP BETWEEN PARTIES
13.1 GateField and Rohm are independent contractors and are not, and shall
not represent themselves as, principal and agent nor joint ventures.
GateField and Rohm shall act as a principal on its own behalf and has no
legal power or authority, express or implied, to act for or obligate the
other party in any manner.
14. ASSIGNABILITY
14.1 Neither this Agreement nor any of the rights granted under it shall
be assignable by either party without the prior written consent of the other,
provided however, that this Agreement may be assigned to a successor company
without the prior consent of the other in the event of a merger, acquisition,
or sale of substantially all of the assets of a party.
15. DURATION
15.1 This Agreement shall commence on the date first above written and shall
remain in full force and effect for a term of five (5) years, and continuing
for so long thereafter as the licenses granted hereunder remain in force and
effect and Rohm continues to manufacture and sell the Standard ProASIC
Products at 0.35 micron process technology and above and continues to use the
ProASIC Technology in Embedded Applications and for ProASIC Chip on Chip
Products and for GateField's Current ProASIC Products; provided, however,
that it may be terminated by either party pursuant to Section 16 hereof.
16. TERMINATION
16.1 This Agreement may be terminated as follows:
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(a) by either party by written notice to the other party if (i) receiver
shall have been appointed over the whole or any substantial part of the
assets of the party, (ii) a petition or similar document is filed by the
other party initiating any bankruptcy or reorganization proceeding, or (iii)
such a petition is filed against the other party and such proceeding shall
not have been dismissed or stayed within 60 days after such filing; or
(b) by either party upon thirty (30) days written notice if the other party
has breached the terms of the Agreement in any material respect and fails to
cure such breach within thirty (30) days after such party's receipt of
written notice of such default; or
(c) by GateField upon written notice at any time, for breach of Section 10
("Proprietary Rights and Confidentiality"); or
(d) by GateField at any time upon thirty (30) days notice, in the event Rohm
fails to provide Standard ProASIC Products to GateField for resale pursuant
to Section 9 and such failure is not cured during this thirty (30) day notice
period.
17. EFFECT OF TERMINATION
17.1 Upon any termination or expiration of the Agreement for any reason
caused by Rohm, Rohm may continue to accept Customer orders during the
applicable notice period, and Rohm shall deliver Products to Rohm Customers
during the sixty (60) day period ("Delivery Period") commencing upon
expiration of the notice period. Upon completion of the Delivery Period, the
termination shall be effective with the following consequences, solely at the
option of GateField,
(a) All orders or portions thereof remaining unshipped as of the effective
date of termination shall automatically be canceled.
(b) For a period of one year after the date of termination, Rohm shall make
available to GateField for inspection and copying all books and records of
Rohm that pertain to Rohm's performance of and compliance with it's
obligations, warranties and representations under this Agreement.
(c) Rohm shall forthwith cease all use of GateField trademarks, and will not
use any xxxx which is confusingly similar to any GateField trademark.
(d) Rohm shall return and cease use of all GateField ProASIC Technology,
Proprietary Information, marketing literature, end-user documentation, and
materials to GateField.
(e) NEITHER GATEFIELD NOR ROHM SHALL BE LIABLE TO THE OTHER FOR DAMAGES OF
ANY KIND, INCLUDING INCIDENTAL OR CONSEQUENTIAL DAMAGES, ON ACCOUNT THE
TERMINATION OF THIS AGREEMENT FOR ANY REASON.
(f) Rohm will immediately cease all manufacture, marketing, sale and
representations
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concerning the Rohm ProASIC Products and Rohm ASICmaster Software.
(g) Neither party will be entitled to any reimbursement in any amount for
any training, market development, investments or other costs expended by
either party before their termination of this Agreement, regardless of the
reason for, or method of, termination of this Agreement.
(h) GateField's rights to receive and Rohm's obligation to pay all amounts
due hereunder as well as Rohm's obligations under Section 10 ("Proprietary
Rights and Confidentiality"), 17 ("Effect of Termination"), and 18
("Miscellaneous") shall survive termination of the Agreement. All other
provisions of the Agreement shall terminate upon termination of this
Agreement for any reason.
17.2 GateField may, at its option, elect to terminate the Agreement under
Section 16.1, or may allow Rohm the right to continue manufacturing,
marketing and selling Rohm ProASIC Products and Version 4p2 ASICmaster
Software and pay GateField a royalty equal to five percent (5%) of all
revenue received by Rohm from Rohm ProASIC Products and Rohm ASICmaster
Software, payable net thirty (30) days after receipt.
17.3 Upon any termination or expiration of this Agreement caused by
GateField's breach of this Agreement, the license granted to Rohm and any
rights of Rohm hereunder shall survive, and Rohm may continue to sublicense
Version 4p2 ASICmaster Software and ASICmaker to its Customers each at agreed
upon prices and discounts and manufacture and sell Standard ProASIC Products.
18. MISCELLANEOUS
18.1 NOTICES. All notices or reports permitted or required under this
Agreement must be in writing and must be delivered by personal delivery,
telegram, telex, telecopier, facsimile transmission or by certified or
registered mail, return receipt requested, and shall be deemed given upon
personal delivery, ten (10) days after deposit in the mail, or upon
acknowledgment or receipt of electronic transmission. Notices shall be sent
to the address set forth in this Agreement or such other addresses as either
party may specify in writing. All notices to GateField shall be sent to its
President.
18.2 FORCE MAJEURE. Neither party will be liable hereunder by reason of any
failure or delay in the performance of its obligations hereunder (except for
the payment of money) on account of strikes, shortages, riots, insurrection,
fires, flood, storm, explosions, acts of God, war, governmental action, labor
conditions, earthquakes, or any other similar cause which is beyond the
reasonable control of such party.
18.3 WAIVER. The failure of either party to require performance by the other
party of any provision hereof will not affect the full right to require such
performance at any time
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thereafter nor will the waiver by either party of a breach of any provision
hereof be taken or held to be a waiver of the provision itself.
18.4 SEVERABILITY. In the event that any provision of this Agreement is
found to be unenforceable or invalid under any applicable law or is so held
by a court of competent jurisdiction, such unenforceability or invalidity
will not render this Agreement unenforceable or invalid as a whole, and, in
such event, such provision will be changed and interpreted so as best to
accomplish the objectives of such unenforceable or invalid provision within
the limits of applicable law or applicable court decisions.
18.5 INJUNCTIVE RELIEF. It is expressly agreed that violation of Section 10
("Proprietary Rights and Confidentiality") of this Agreement will cause
irreparable harm to GateField and that a remedy at law would be inadequate.
Therefore, in addition to any and all remedies available at law, GateField
will be entitled to any injunctive relief or other equitable remedies in all
legal proceedings in the event of any threatened or actual violation of
Section 10 of this Agreement.
18.6 GOVERNING LAW. This Agreement will be governed in all respects by the
internal laws of the State of California, U.S.A. The parties agree that the
United Nations Convention on Contracts for the International Sales of Goods
(1980) is specifically excluded from application to this agreement.
18.7 HEADINGS. The section headings appearing in the Agreement are inserted
only as a matter of convenience and in no way define, limit, construe or
describe the scope or extent of such section in an affect this Agreement.
18.8 ARBITRATION. Any claim, dispute or controversy arising out of or in
connection with or relating to this Agreement or the breach or alleged breach
of this Agreement which cannot be resolved between the parties shall be
finally settled by arbitration in accordance with the Rules of Conciliation
and Arbitration of the International Chamber of Commerce by three (3)
arbitrators. Each party shall appoint one (1) arbitrator of its choosing
within 30 days of the arbitration notice and the two (2) arbitrators thus
selected shall appoint the third arbitrator, who may not be a national of the
United States or Japan. In the event that GateField is the demanding party,
the arbitration shall be held in Osaka, Japan and in the event that Rohm is
the demanding party, the arbitration shall be held in the City of San
Francisco, State of California, U.S.A. All proceedings will be held and a
transcribed record prepared in English. The award rendered by the arbitrators
shall be final and binding and shall include costs of arbitration, reasonable
attorney's fees and reasonable costs for expert and other witness, and
judgment on such award may be entered in any court having jurisdiction
thereof. Notwithstanding the foregoing, nothing in this Agreement will be
deemed to prevent GateField from seeking injunctive relief (or any other
provisional remedy) from any court of competent jurisdiction as necessary to
protect GateField's rights pursuant to Section 10.
18.9 AMENDMENTS. The parties agree that this Agreement may be amended upon
mutual
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written agreement of GateField and Rohm. Each amendment to this
agreement shall be signed by both parties to this Agreement.
18.10 COUNTERPARTS. This Agreement may be signed in two counterparts each of
which shall be deemed to be an original, but which together will form a single
Agreement as if both parties had executed the same document.
18.11 AUTHORITY. Each party warrants that it has full power and authority to
enter into and perform its obligations under this Agreement, this Agreement
has been duly authorized by and is binding and enforceable upon such party
and the person signing this Agreement on that party's behalf has been duly
authorized and empowered to enter into this Agreement. Each party further
acknowledges that it had read this Agreement, understands it, and agrees to
be bound by it.
18.12 APPROVALS. In each case where approvals or consents of either party
are required under this Agreement, such approvals or consents shall not be
unreasonably withheld.
18.13 ENTIRE AGREEMENT. This Agreement (including the Attachments) sets
forth the entire understanding and agreement of the parties as to the matter
covered hereby. This Agreement supersedes any prior or collateral agreements
with respect to the matters covered by this Agreement.
18.14 BANKRUPTCY. It is the intent and desire of the parties that the
licenses granted to Rohm hereunder shall survive any insolvency, bankruptcy
filing or bankruptcy declaration by or on behalf of GateField, and the
parties agree to take all reasonable steps legally available to further and
not contradict or oppose the above stated intent and desire.
18.15 SUCCESSION. In the event of an acquisition of a controlling interest
of more than 50% of either party to an entity not in control at the time of
the execution of this Agreement, this Agreement shall bind and inure to the
benefit of each such party, its successors and assigns. In the event of an
acquisition of a controlling interest of either party to an entity not in
control at the time of the execution of this Agreement, this Agreement shall
bind and inure to the benefit of each such party, its successors and assigns.
18.16 LIST OF ATTACHMENTS.
Attachment A Rohm's Chip on Chip Packaging Technology
Attachment B List of Deliverables For Licenses
Attachment C GateField Software License Agreement
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GATEFIELD CORPORATION ROHM CO., LTD.
By: /s/ Xxxxx X. Xxxxxxxx By: /s/ Xxxxxxx Xxxxxx
Name: Xx. Xxxxx X. Xxxxxxxx Name: Xxxxxxx Xxxxxx
Title: Chief Executive Officer Title: Managing Director
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