Common use of Fees and Royalties Clause in Contracts

Fees and Royalties. 5.1 In consideration of the licenses granted in Clause 2.1 for the ARM Secure Core Transfer Materials, LICENSEE shall pay ARM a fee (each a “Core Licence Fee”) for each Unique ARM Secure Core Based Product developed by LICENSEE as set out in and in accordance with Schedule 7 Part A. If within three (3) years after the Effective Date, LICENSEE pays ARM [*****] Core Licence Fees for [*****] Unique ARM Secure Core Based Products, then during the continuance of this Agreement, LICENSEE shall not have any obligation to pay Core Licence Fees for the [*****] Unique ARM Secure Core Based Products. 5.2 In consideration of the licenses granted in Clause 2.1 for the MME Transfer Materials, LICENSEE shall pay, ARM a fee (“MME Licence Fee”) as set out in and in accordance with Schedule 7 Part B. 5.3 In consideration of the licenses granted in Clause 2.1, LICENSEE shall pay to ARM a royalty (“Royalty”), as determined in accordance with the table in Schedule 8, for each unit of ARM Secure Core Based Product sold, supplied or otherwise distributed by LICENSEE. 5.4 In consideration of the ARM Maintenance (defined in Clause 8.1) LICENSEE shall pay, ARM, annual fees (each a “Maintenance Fee”) as set out in and in accordance with Schedule 7 Part C. The Maintenance Fees shall be fixed for two (2) years after the Effective Date and thereafter shall be subject to re-negotiation between the parties. 5.5 In consideration of the ARM Support (defined in Clause 8.2) LICENSEE shall pay, ARM, annual fees (each a “Support Fee”) as set out in and in accordance with Schedule 7 Part D. The Support Fees shall be fixed for two (2) years after the Effective Date and thereafter shall be subject to re-negotiation between the parties. 5.6 Royalties (defined in Clause 5.3) due to ARM under this Agreement shall be paid in accordance with the terms set out in Schedule 4. 5.7 LICENSEE shall keep all records of account as are necessary to demonstrate compliance with its obligations under this Clause 5 for six (6) years from the date of each royalty report 5.8 ARM shall have the right for representatives of a firm of independent Chartered Accountants to which LICENSEE shall not unreasonably object (“Auditors”), to make an examination and audit, by appointment made at least thirty (30) days prior to the audit, during normal business hours, not more frequently than once annually, of all records and accounts as may under recognised accounting practices contain information including; (i) the number of units of ARM Secure Core Based Product and the number of cores per ARM Secure Core Based Product, sold or distributed by LICENSEE under this Agreement; and (ii) the amount of Royalties payable to ARM under this Clause 5. The Auditors will report to ARM only upon whether the Royalties paid to ARM by LICENSEE were or were not correct, and if incorrect, what are the correct amounts for the Royalties. LICENSEE shall be supplied with a copy of or sufficient extracts from any preliminary and final report prepared by the Auditors. The Auditor’s report shall (in the absence of clerical or manifest error) be final and binding on the parties. Such audit shall be at ARM’s expense unless it reveals an underpayment of Royalties of five per cent (5%) or more, in which case LICENSEE shall reimburse ARM for the costs of such audit. LICENSEE shall make good any underpayment of Royalties forthwith. If the audit identifies that LICENSEE has made an overpayment of Royalties, such overpayment will be credited with the next such payment or payments to be made by LICENSEE. 5.9 Any income or other tax which LICENSEE is required by law to pay or withhold on behalf of ARM with respect to any licence fees and/or Royalties payable to ARM under this Agreement shall be deducted from the amount of such licence fees and/or Royalties otherwise due, provided, however, that in regard to any such deduction, LICENSEE shall give such assistance as may be [*****] - Portions of this exhibit are subject to a request for confidential treatment and have been redacted and filed separately with the Securities and Exchange Commission. necessary to enable or assist ARM to claim exemption therefrom, or credit therefor, and shall furnish ARM with such certificates and other evidence of deduction and payment thereof as ARM may properly require. 5.10 LICENSEE shall pay all licence fees and Royalties due to ARM under the terms of this Agreement within forty five (45) days of receipt of ARM’s original invoice therefor (“Due Date”). 5.11 If any sum under this Agreement is not paid by the Due Date (as defined in Clause 5.10), then (without prejudice to ARM’s other rights and remedies) ARM reserves the right to charge interest on such sum on a day to day basis (as well after as before any judgement) from the day after the Due Date to the date of payment at the rate of two and a half (2.5%) per cent per annum above the base rate of The Bank of England from time to time in force. Notwithstanding the foregoing. ARM may waive this requirement, at its sole discretion, in the event that LICENSEE gives ARM advance warning that it has good cause to believe that, for reasons beyond its control, it may be unable to pay any such sum on the Due Date.

Fees and Royalties. 5.1 In consideration of the licenses granted in Clause 2.1 for the ARM Secure Core Transfer Materials, LICENSEE shall pay ARM a fee (each a “Core Licence Fee”) for each Unique ARM Secure Core Based Product developed by LICENSEE as set out in and in accordance with Schedule 7 Part A. If within three (3) years after the Effective Date, LICENSEE pays ARM [*****] Core Licence Fees for [*****] Unique ARM Secure Core Based Products, then during the continuance of this Agreement, LICENSEE shall not have any obligation to pay Core Licence Fees for the [*****] Unique ARM Secure Core Based Products. 5.2 In consideration of the licenses granted in Clause 2.1 for the MME Transfer Materials, LICENSEE shall pay, ARM a fee (“MME Licence Fee”) as set out in and in accordance with Schedule 7 Part B. 5.3 In consideration of the licenses granted in Clause 2.1, LICENSEE shall pay to ARM a royalty (“Royalty”), as determined in accordance with the table in Schedule 8, for each unit of ARM Secure Core Based Product sold, supplied or otherwise distributed by LICENSEE. 5.4 In consideration of the ARM Maintenance (defined in Clause 8.1) LICENSEE shall pay, ARM, annual fees (each a “Maintenance Fee”) as set out in and in accordance with Schedule 7 Part C. The Maintenance Fees shall be fixed for two (2) years after the Effective Date and thereafter shall be subject to re-negotiation between the parties. 5.5 In consideration of the ARM Support (defined in Clause 8.2) LICENSEE shall pay, ARM, annual fees (each a “Support Fee”) as set out in and in accordance with Schedule 7 Part D. The Support Fees shall be fixed for two (2) years after the Effective Date and thereafter shall be subject to re-negotiation between the parties. 5.6 Royalties (defined in Clause 5.3) due to ARM under this Agreement shall be paid in accordance with the terms set out in Schedule 4. 5.7 LICENSEE shall keep all records of account as are necessary to demonstrate compliance with its obligations under this Clause 5 for six (6) years from the date of each royalty report. 5.8 ARM shall have the right for representatives of a firm of independent Chartered Accountants to which LICENSEE shall not unreasonably object (“Auditors”), to make an examination and audit, by appointment made at least thirty (30) days prior to the audit, during normal business hours, not more frequently than once annually, of all records and accounts as may under recognised accounting practices contain information including; (i) the number of units of ARM Secure Core Based Product and the number of cores per ARM Secure Core Based Product, sold or distributed by LICENSEE under this Agreement; and (ii) the amount of Royalties payable to ARM under this Clause 5. The Auditors will report to ARM only upon whether the Royalties paid to ARM by LICENSEE were or were not correct, and if incorrect, what are the correct amounts for the Royalties. LICENSEE shall be supplied with a copy of or sufficient extracts from any preliminary and final report prepared by the Auditors. The Auditor’s report shall (in the absence of clerical or manifest error) be final and binding on the parties. Such audit shall be at ARM’s expense unless it reveals an underpayment of Royalties of five per cent (5%) or more, in which case LICENSEE shall reimburse ARM for the costs of such audit. LICENSEE shall make good any underpayment of Royalties forthwith. If the audit identifies that LICENSEE has made an overpayment of Royalties, such overpayment will be credited with the next such payment or payments to be made by LICENSEE. [*****] - Portions of this exhibit are subject to a request for confidential treatment and have been redacted and filed separately with the Securities and Exchange Commission. 5.9 Any income or other tax which LICENSEE is required by law to pay or withhold on behalf of ARM with respect to any licence fees and/or Royalties payable to ARM under this Agreement shall be deducted from the amount of such licence fees and/or Royalties otherwise due, provided, however, that in regard to any such deduction, LICENSEE shall give such assistance as may be [*****] - Portions of this exhibit are subject to a request for confidential treatment and have been redacted and filed separately with the Securities and Exchange Commission. necessary to enable or assist ARM to claim exemption therefrom, or credit therefor, and shall furnish ARM with such certificates and other evidence of deduction and payment thereof as ARM may properly require. 5.10 LICENSEE shall pay all licence fees and Royalties due to ARM under the terms of this Agreement within forty five (45) days of receipt of ARM’s original invoice therefor (“Due Date”). 5.11 If any sum under this Agreement is not paid by the Due Date (as defined in Clause 5.10), then (without prejudice to ARM’s other rights and remedies) ARM reserves the right to charge interest on such sum on a day to day basis (as well after as before any judgement) from the day after the Due Date to the date of payment at the rate of two and a half (2.5%) per cent per annum above the base rate of The Bank of England from time to time in force. Notwithstanding the foregoing. , ARM may waive this requirement, at its sole discretion, in the event that LICENSEE gives ARM advance warning that it has good cause to believe that, for reasons beyond its control, it may be unable to pay any such sum on the Due Date.

Fees and Royalties. 5.1 7.1 In consideration of the licenses granted in Clause 2.1 for the ARM Secure Core Transfer Materials, LICENSEE shall pay ARM a fee (each a “Core Licence Fee”) for each Unique ARM Secure Core Based Product developed by LICENSEE as set out in and in accordance with Schedule 7 Part A. If within three (3) years after the Effective Date, LICENSEE pays ARM [*****] Core Licence Fees for [*****] Unique ARM Secure Core Based Products, then during the continuance of this Agreement, LICENSEE shall not have any obligation to pay Core Licence Fees for the [*****] Unique ARM Secure Core Based Products. 5.2 In consideration of the licenses granted in porting services provided under Clause 2.1 for the MME Transfer Materials8.1, LICENSEE shall pay, to ARM a fee the fees (“MME Licence Fee”"Porting Fees") as set out in and in accordance with Schedule 7 Part B.F. In the event that the LICENSEE elects to use an alternative set of design rules from the Design Rules then the parties shall negotiate fees in good faith for ARM to port the ARM Core to alternative design rules. 5.3 7.2 In consideration of for the licenses licences granted in under Clause 2.1, LICENSEE shall pay to ARM a royalty ARM; (“Royalty”), as determined i) until an election is made in accordance with the table provisions of Clause 10.1, after which the obligation to pay the Technology Licence Fees under this Clause 7.2 shall be waived in respect of ARM Compliant Products developed by or for LICENSEE after the date of such election, a fee (each a "Technology Licence Fee") for each Unique ARM Compliant Product in accordance with the provisions of Schedule 87 Part A; and (ii) until an election is made by LICENSEE in accordance with the provisions of Clause 10.1 after which the provisions of Clause 7.3(ii) shall supersede the provisions of this Clause 7.2(ii), for each unit of ARM Secure Core Based Compliant Product sold, supplied or otherwise distributed by LICENSEELICENSEE or any Authorised Distributor, a royalty ("Running Royalty") of * per unit. 5.4 In consideration 7.3 Upon making an election in accordance with the provisions of the ARM Maintenance (defined in Clause 8.1) 10.1, LICENSEE shall pay, pay to ARM, annual fees ; (each i) a “Maintenance fee ("Option Fee”") as set out in and in accordance with Schedule 7 Part C. The Maintenance Fees shall be fixed G; and (ii) for two each unit of ARM Compliant Product sold, supplied or distributed by LICENSEE or any Authorised Distributor after such election a royalty (2"Running Royalty") years after the Effective Date and thereafter shall be subject to re-negotiation between the partiesof * per unit. 5.5 7.4 In consideration of for the ARM Support (defined in licences granted under Clause 8.2) 4.1, LICENSEE shall pay, ARM, annual fees pay the fee (each a “Support "Model Fee”") as set out in and Schedule 7 Part B. If LICENSEE elects to extend the licence to cover additional Models in accordance with the provisions of Clause 4.2, then for each ________________________ * Pursuant to a request for confidential treatment, selected information in this document has been omitted and separately filed with the Securities and Exchange Commission. additional Model licensed by LICENSEE from ARM, LICENSEE shall pay an additional fee ("Model Option Fee") as set out in Schedule 7 Part D. The I. 7.5 In consideration of the Support Fees (as defined in Clause 12), LICENSEE shall be fixed for two pay, to ARM, the fee (2"Support Fees") years after set out in Schedule 7 Part D. 7.6 In consideration of the Effective Date and thereafter shall be subject to re-negotiation between the parties. 5.6 Royalties Training (defined in Clause 5.313), LICENSEE shall pay, to ARM, the fee ("Training Fee") set out in Schedule 7 Part C. 7.7 In consideration of the Maintenance provided under Clause 11 in respect of each Model, LICENSEE shall pay, to ARM, the fee (each a "Maintenance Fee") set out in Schedule 7 Part E. 7.8 For the avoidance of doubt, in no event shall the Technology Licence Fee be construed as being an advance payment of Running Royalties and except as provided in Schedule 7 Part G, no right of set off of Running Royalties against fees shall exist. 7.9 Running Royalties due to ARM under this Agreement shall be paid in accordance with the terms set out forth in Schedule 46. 5.7 7.10 LICENSEE shall keep all records of account as are necessary to demonstrate compliance with its obligations under this Clause 5 7 for a period of six (6) years from the date of each royalty reportRoyalty Report. 5.8 7.11 ARM shall have the right for representatives of a firm of independent Chartered Accountants to which LICENSEE shall not unreasonably object (“"Auditors”"), to make an examination and audit, by prior appointment made at least thirty (30) days prior to the audit, during normal business hours, not more frequently than once annually, of all records and accounts as may under recognised accounting practices contain information including; bearing upon (i) the number of units of ARM Secure Core Based Compliant Product and the number of cores per ARM Secure Core Based Product, sold or distributed by LICENSEE under this Agreement; and (ii) the amount amounts of Running Royalties payable to ARM under this Clause 57; and (iii) the occurrence of any Design Win Event. The Auditors will report to ARM only upon whether the Running Royalties paid to ARM by LICENSEE were or were not correct, and if incorrect, what are the correct amounts for the Running Royalties. LICENSEE shall be supplied with a copy of or sufficient extracts from any preliminary and final report prepared by the Auditors. The Auditor’s Auditors report shall (in the absence of clerical or manifest error) be final and binding on the parties. Such audit shall be at ARM’s 's expense unless it reveals an underpayment or overpayment of Running Royalties of five per cent (5%) * or more, in which case LICENSEE shall reimburse ARM for the costs of such audit. LICENSEE shall make good any underpayment of Royalties royalties forthwith. If the audit identifies that LICENSEE has ________________________ * Pursuant to a request for confidential treatment, selected information in this document has been omitted and separately filed with the Securities and Exchange Commission. made an overpayment of Royaltiesoverpayment, such overpayment will be credited with to the next such payment or payments to be made by LICENSEE. 5.9 7.12 Any income or other tax which LICENSEE is required by law to pay or withhold on behalf of ARM with respect to any licence fees and/or Royalties royalties payable to ARM under this Agreement shall be deducted from the amount of such licence fees and/or Royalties royalties otherwise due, provided, however, that in regard to any such deduction, LICENSEE shall give to ARM such assistance as may be [*****] - Portions of this exhibit are subject to a request for confidential treatment and have been redacted and filed separately with the Securities and Exchange Commission. necessary to enable or assist ARM to claim exemption therefrom, or credit therefor, and shall upon request furnish to ARM with such certificates and other evidence of deduction and payment thereof as ARM may properly require. 5.10 7.13 LICENSEE shall pay all licence fees and Royalties royalties properly due to ARM under the terms of this Agreement within forty five (45) days of receipt of ARM’s original 's pro-forma invoice therefor (“the "Due Date”"). 5.11 7.14 If any sum under this Agreement is not paid by the Due Date (as defined in Clause 5.10)Date, then (without prejudice to ARM’s 's other rights and remedies) ARM reserves the right to charge interest on such sum on a day to day basis (as well after as before any judgementjudgment) from the day after the Due Date to the date of payment at the rate of two and a half (2.5%) per cent * per annum above the base rate of The Barclays Bank of England PLC from time to time in force. Notwithstanding the foregoing. ARM may waive this requirement, at its sole discretion, in the event that LICENSEE gives ARM advance warning that it has good cause to believe that, for reasons beyond its control, it may be unable to pay any such sum on the Due Date.