Payment Terms and Taxes. 7.1 Licensee will pay license fees (the "License Fees") as set forth in Appendix B-1 to the applicable Product Schedule; provided, that if an ECO for a Licensee request attributable to Licensee's exercise of Licensee's own discretion (for example, by modifying Licensee's design rules or requesting additional library elements) with a fee increase shall have been accepted by Licensee, Licensee shall pay such amounts at such times as set forth therein. The foregoing provisions of this Section 7.1 shall not limit the provisions of Section 7.2. 7.2 Within [***] after the end of each calendar [***], Licensee further shall pay to Artisan Components the running royalties ("Royalties") set forth in Appendix B-1 to the Product Schedule with respect to Wafers invoiced by Licensee in such calendar [***], and shall submit to Artisan Components with such royalty payment a report stating (a) the number of Wafers invoiced during such calendar [***], (b) Royalties payable under the License Agreement for such calendar [***]; (c) data and supporting calculations used by Licensee to compute the Royalties payable; (d) any adjustments made by Licensee for the prior reporting period; (e) any [***] by Licensee [***] Royalties due during the calendar [***] for [***] received during the calendar [***]; and (f) other information as mutually determined by the parties. Such [***] taken pursuant to subsection (e) may only be [***] in the calendar year in which the [***] by Licensee, for which the [***] is [***], was made by Licensee, and in no event shall such [***] to Artisan Components in any such calendar year. 7.3 Licensee further shall pay to Artisan Components the technical support and maintenance fees as set forth in Appendix B-1 to the Product Schedule. 7.4 All invoices will be mailed to Licensee's address specified in the opening paragraph of this Master License Agreement, unless specified otherwise in the applicable Product Schedule or purchase order. 7.5 Any and all amounts payable under the License Agreement do not include any government taxes (including without limitation sales, use, excise, and value added taxes) or duties imposed by any governmental agency that are applicable to the export, import, or purchase of the Licensed Product(s) (other than taxes on the net income of Artisan Components), and Licensee shall bear all such taxes and duties. When Artisan Components has the legal obligation to collect and/or pay such taxes, the appropriate amount shall be added to Licensee's invoice and paid by Licensee, unless Licensee provides Artisan Components with a valid tax exemption certificate authorized by the appropriate taxing authority. ---------- [***] Confidential treatment requested on behalf of Artisan pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission. IBM Master License Agreement 042502 9. 7.6 All payments by Licensee specified in the License Agreement are expressed as net amounts and shall be made free and clear of, and without reduction for, any withholding taxes. Any such taxes which are otherwise imposed on payments to Artisan Components shall be the sole responsibility of Licensee. If any applicable law requires Licensee to withhold amounts from any payments to Artisan Components under the License Agreement, (i) Licensee shall effect such withholding, remit such amounts to the appropriate taxing authorities and promptly furnish Artisan Components with tax receipts evidencing the payments of such amounts, and (ii) the sum payable by Licensee upon which the deduction or withholding is based shall be increased to the extent necessary to ensure that, after such deduction or withholding, Artisan Components receives and retains, free from liability for such deduction or withholding, a net amount equal to the amount Artisan Components would have received and retained in the absence of such required deduction or withholding. 7.7 Artisan Components shall be entitled to have a mutually-agreed upon auditor, or, if the parties are unable to agree, an auditor selected by two auditors, one of which Licensee selected and the other Artisan Components selected, examine and audit, no more frequently than once in any [***], during normal business hours at Licensee's normal place of business, and upon [***] prior written notice to Licensee, such information and other records including, [***], supporting documentation for the royalty calculations and [***], and [***] as may contain under [***] information, any such information disclosed only to the extent it has a bearing on the amount of Royalties. Licensee agrees to maintain such documents for a duration consistent with Licensee's standard record retention policy, but in no event for less than a period of [***] from the date such payment from Licensee was due. The auditor selected must agree to execute a Licensee Confidential Information Exchange Agreement to ensure that the auditor will report to Artisan Components only upon whether the Royalties paid were or were not correct, and if incorrect, what are the correct amounts for the Royalties. Artisan Components agrees to provide Licensee with a copy of any report prepared by the auditor and disclosed to Artisan Components within [***] after Artisan Components' receipt of such report. Prompt adjustment (within [***]) shall be made by Licensee to compensate Artisan Components' for any errors and/or omissions disclosed by such examination or audit which result in an underpayment of Royalties hereunder, or by Artisan Components' to reimburse Licensee for any errors and/or omissions disclosed by such examination or audit which result in an overpayment of Royalties hereunder. Artisan Components' is solely responsible for the cost of any audit. The amount of compensation to any auditor shall not be contingent or based in any manner on the findings of such audit. If such an examination reveals an underpayment of more than [***], then Licensee shall promptly reimburse Artisan Components for the cost of such examination and for the interest due on such amount pursuant to Section 7.9. 7.8 All payment amounts stated in the License Agreement, and all payments to be made under the License Agreement, shall be in U.S. Dollars. If any currency conversion shall be required in connection with the calculation of amounts payable under the License Agreement, such conversion shall be made using the selling exchange rate for conversion of the foreign currency into U.S. Dollars, quoted for current transactions reported in The Wall Street Journal for the last business day of the calendar quarter to which such payment pertains. ---------- [***] Confidential treatment requested on behalf of Artisan pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission. IBM Master License Agreement 042502 10. Licensee agrees to pay interest on late payments under the License Agreement at the lesser rate of (i) [***] percent of the overdue amount per annum, or (ii) the maximum permitted by applicable law.
Appears in 1 contract
Payment Terms and Taxes. 7.1 Licensee will Except as expressly specified herein, all payments submitted by Customer to Artisan Components under the License Agreement shall be non-refundable and non-creditable (except as specified in part IV of Appendix B-1 to Exhibit C).
7.2 Unless otherwise mutually agreed in writing, with respect to Licensed Product(s) ordered under the License Agreement, Customer shall pay to Artisan Components [***] of the total license fees (the "License Fees"fee(s) as set forth in Appendix B-1 to the applicable Product Schedule; providedSchedule (the total amount of license fees set forth in Appendix B-1 to the Product Schedule shall hereinafter be referred to as the "License and Customization Service Fees") upon the License Agreement Effective Date net [***] (the "Initial Payment"), that [***] of the License and Customization Service Fees for a specific Licensed Product upon Customer's receipt of such Licensed Product, [***] (the "Second Payment"), and the remaining [***] of the License and Customization Service Fees for a specific Licensed Product, [***] after Customer's receipt of such Licensed Product (the "Third Payment"). Artisan Components shall provide Customer with an invoice in the amount of the Initial Payment, such invoice due net [***] after the Effective Date, and Customer shall pay the invoice via wire transfer to the following account: BANK NAME: [***] ACCOUNT NAME: ARTISAN COMPONENTS, INC. ABA #: [***] Account #: [***] For the account of: Artisan Components, Inc. Upon delivery of each Licensed Product, Artisan Components will provide Customer with (a) an invoice in the amount of the Second Payment, such invoice due net [***] after the delivery date of such Licensed Product and (b) an invoice in the amount of the Third Payment, such invoice due net [***] after the delivery date of such Licensed Product. The Second Payment and Third Payment shall be made via an escrow account as set forth in Section 7.3. Notwithstanding the foregoing, if an ECO for a Licensee request attributable to Licensee's exercise of Licensee's own discretion (for example, by modifying Licensee's design rules or requesting additional library elements) with a fee cost increase shall have been accepted by LicenseeCustomer, Licensee Customer shall pay such amounts at such times as set forth therein. The foregoing provisions of this Section 7.1 7.2 shall not limit the provisions of Section 7.27.4. Customer also shall pay to Artisan Components all amounts set forth in Section 2.6 with respect to unauthorized Use of Licensed Product(s).
7.2 7.3 Concurrent with the execution of this Agreement, the parties will enter into an escrow agreement in substantially the form attached hereto as Exhibit D. Artisan Components will have no obligations under the Master Agreement or the License Agreement until such escrow agreement has been executed by Customer and the escrow is fully funded. --------------------- [***] THE CONFIDENTIAL PORTION OF THIS AGREEMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURUSANT TO A REQUEST FOR CONFIDENTIALITY. DRAFT DATED JUNE 24, 2002
7.4 Within [***] after the end of each calendar [***], Licensee Customer further shall compute and, if any, pay to Artisan Components the running royalties ("Royalties") for Licensed Integrated Circuits, as set forth in Appendix B-1 to the Product Schedule with respect to Wafers, as applicable pursuant to Appendix B-1. Royalty calculations are made based on Wafers invoiced, and payment is to be made at the end of the [***] based on Wafers invoiced by Licensee in such calendar [***], and . Customer shall submit to Artisan Components with such royalty payment a report stating (a) the part number for each Licensed Integrated Circuit (such part number may be abbreviated or modified in order to redact the name of the Customer's customer or otherwise prevent disclosure of such customer's confidential information), (b) the number of Wafers invoiced during such calendar [***], (b) Royalties payable under the License Agreement for such calendar [***]; (c) royalties payable under the License Agreement for such [***]; (d) data and supporting calculations used by Licensee Customer to compute the Royalties payable; (d) any adjustments made royalties payable by Licensee for the prior reporting period; (e) any [***] by Licensee [***] Royalties due during the calendar [***] for [***] received during the calendar Customer to Artisan Components with respect to such [***]; and (f) other information as mutually determined by the parties. Such [***] taken pursuant to subsection (e) may only be [***] in the calendar year in which the [***] by Licensee, for which the [***] is [***], was made by Licensee, and in no event shall such [***] to Artisan Components in any such calendar year.
7.3 Licensee further shall pay to Artisan Components the technical support and maintenance fees as set forth in Appendix B-1 to the Product Schedule.
7.4 All invoices will be mailed to Licensee's address specified in the opening paragraph of this Master License Agreement, unless specified otherwise in the applicable Product Schedule or purchase order.
7.5 Any and all amounts payable under the License Agreement do not include any government taxes (including without limitation sales, use, excise, and value added taxes) or duties imposed by any governmental agency that are applicable to the export, import, or purchase of the Licensed Product(s) (other than taxes on the net income of Artisan Components), and Licensee shall bear all such taxes and duties. When Artisan Components has the legal obligation to collect and/or pay such taxes, the appropriate amount shall be added to Licensee's invoice and paid by Licensee, unless Licensee provides Artisan Components with a valid tax exemption certificate authorized by the appropriate taxing authority. ---------- [***] Confidential treatment requested on behalf of Artisan pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission. IBM Master License Agreement 042502 9.
7.6 All payments by Licensee specified in the License Agreement are expressed as net amounts and shall be made free and clear of, and without reduction for, any withholding taxes. Any such taxes which are otherwise imposed on payments to Artisan Components shall be the sole responsibility of Licensee. If any applicable law requires Licensee to withhold amounts from any payments to Artisan Components under the License Agreement, (i) Licensee shall effect such withholding, remit such amounts to the appropriate taxing authorities and promptly furnish Artisan Components with tax receipts evidencing the payments of such amounts, and (ii) the sum payable by Licensee upon which the deduction or withholding is based shall be increased to the extent necessary to ensure that, after such deduction or withholding, Artisan Components receives and retains, free from liability for such deduction or withholding, a net amount equal to the amount Artisan Components would have received and retained in the absence of such required deduction or withholding.
7.7 Artisan Components shall be entitled to have a mutually-agreed upon auditor, or, if the parties are unable to agree, an auditor selected by two auditors, one of which Licensee selected and the other Artisan Components selected, examine and audit, no more frequently than once in any [***], during normal business hours at Licensee's normal place of business, and upon [***] prior written notice to Licensee, such information and other records including, [***], supporting documentation for the royalty calculations and [***], and [***] as may contain under [***] information, any such information disclosed only to the extent it has a bearing on the amount of Royalties. Licensee agrees to maintain such documents for a duration consistent with Licensee's standard record retention policy, but in no event for less than a period of [***] from the date such payment from Licensee was due. The auditor selected must agree to execute a Licensee Confidential Information Exchange Agreement to ensure that the auditor will report to Artisan Components only upon whether the Royalties paid were or were not correct, and if incorrect, what are the correct amounts for the Royalties. Artisan Components agrees to provide Licensee with a copy of any report prepared by the auditor and disclosed to Artisan Components within [***] after Artisan Components' receipt of such report. Prompt adjustment (within [***]) shall be made by Licensee to compensate Artisan Components' for any errors and/or omissions disclosed by such examination or audit which result in an underpayment of Royalties hereunder, or by Artisan Components' to reimburse Licensee for any errors and/or omissions disclosed by such examination or audit which result in an overpayment of Royalties hereunder. Artisan Components' is solely responsible for the cost of any audit. The amount of compensation to any auditor shall not be contingent or based in any manner on the findings of such audit. If such an examination reveals an underpayment of more than [***], then Licensee shall promptly reimburse Artisan Components for the cost of such examination and for the interest due on such amount pursuant to Section 7.9.
7.8 All payment amounts stated in the License Agreement, and all payments to be made under the License Agreement, shall be in U.S. Dollars. If any currency conversion shall be required in connection with the calculation of amounts payable under the License Agreement, such conversion shall be made using the selling exchange rate for conversion of the foreign currency into U.S. Dollars, quoted for current transactions reported in The Wall Street Journal for the last business day of the calendar quarter to which such payment pertains. ---------- [***] Confidential treatment requested on behalf of Artisan pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission. IBM Master License Agreement 042502 10. Licensee agrees to pay interest on late payments under the License Agreement at the lesser rate of (i) [***] percent of the overdue amount per annum, or (ii) the maximum permitted by applicable law.;
Appears in 1 contract
Samples: Master Services and License Agreement (Tower Semiconductor LTD)
Payment Terms and Taxes. 7.1 8.1 Except as expressly specified herein, all payments submitted by Licensee will to Artisan Components under the License Agreement shall be absolute, unconditional, noncancellable, non-refundable and noncreditable.
8.2 Unless otherwise mutually agreed in writing, with respect to Licensed Product(s) ordered under the License Agreement, Licensee shall pay to Artisan Components [***] upon the License Agreement Effective Date, net [***]. For each Licensed Product, Licensee shall pay the remainder of the total license fee for that Licensed Product, as set forth in Appendix 2 to the Product Schedule (the total amount of license fees (set forth in Appendix 2 to the Product Schedule shall hereinafter be referred to as the "License Fees") as set forth in Appendix B-1 to the applicable Product Schedule). The License Fees are due net [***] after Licensee's receipt of each Licensed Product; provided, provided that if an ECO for a Licensee request attributable to Licensee's exercise of Licensee's own discretion (for example, by modifying Licensee's design rules or requesting additional library elements) with a fee cost increase shall have been accepted by Licensee, Licensee shall pay such amounts at such times as set forth therein. The foregoing provisions of this Section 7.1 8.2 shall not limit the provisions of Section 7.28.4. Licensee also shall pay to Artisan Components all amounts set forth in Section 2.6 with respect to unauthorized Use of Licensed Product(s).
7.2 8.3 In the event that Artisan Components finances the License Fees and any technical support and maintenance fees set forth in Appendix 2 to the Product Schedule payable by Licensee pursuant to one or more installment payment agreements (each, an "IPA"), then Licensee's obligation to remit payments in accordance with Section 8.2 and Appendix 2 to the Product Schedule shall be governed by each such IPA.
8.4 Within [***] after the end of each calendar Licensee [***], Licensee further shall pay to Artisan Components the running royalties ("Royalties") for Licensed Integrated Circuits, as set forth in Appendix B-1 2 to the Product Schedule with respect to Wafers invoiced by Licensee Wafers, and as set forth in Section 6 hereof with respect to Additional Product Wafers. Royalty calculations are made based on the Licensed Integrated Circuits manufactured in such calendar [***], but [***] Wafers or Additional Product Wafers that are [***] as [***] or are [***] and [***] of as [***], for which Licensee receives [***]. Licensee shall submit to Artisan Components with such all royalty payment payments a report stating (a) the part number of Wafers invoiced during such calendar [***]for each Licensed Integrated Circuit, (b) Royalties the number of Wafers and Additional Product Wafers manufactured during such fiscal quarter, (c) royalties payable under the License Agreement for such calendar [***]fiscal quarter; (cd) data and supporting calculations used by Licensee to compute the Royalties payableroyalties payable by Licensee to Artisan Components with respect to such fiscal quarter; (de) with respect to Additional Product Wafers, the name of each Artisan Components end user licensee for which Licensee manufactured such Additional Product Wafers, and the number of Additional Product Wafers manufactured by Licensee for each such end user licensee; (f) any adjustments made by Licensee for the prior reporting period; (e) any [***] by Licensee [***] Royalties due during the calendar [***] for [***] received during the calendar [***]; and (fg) other information as mutually determined by the parties. Such Licensee has [***] taken pursuant to subsection (e) may only be obligations for Wafers or Additional Product Wafers that are [***] in and for which Licensee [***], which Wafers or Additional Product -------------------------- [***] Confidential treatment requested pursuant to a request for confidential treatment filed with the calendar year in which Securities and Exchange Commission. Omitted portions have been filed separately with the Commission. Wafers are [***] for the [***] by Licensee, for which the [***] is of [***], was made by Licensee, and in no event shall such [***] to Artisan Components in any such calendar yearor [***].
7.3 8.5 Licensee further shall pay to Artisan Components the technical support and maintenance fees as set forth in Appendix B-1 2 to the Product Schedule.
7.4 8.6 All invoices will be mailed to Licensee's address specified in the opening paragraph of this Master License Agreement, unless specified otherwise in the applicable Product Schedule or purchase order.
7.5 8.7 Any and all amounts payable under the License Agreement do not include any government taxes (including without limitation sales, use, excise, and value added taxes) or duties imposed by any governmental agency that are applicable to the export, import, or purchase of the Licensed Product(s) (other than taxes on the net income of Artisan Components), and Licensee shall bear all such taxes and duties. When Artisan Components has the legal obligation to collect and/or pay such taxes, the appropriate amount shall be added to Licensee's invoice and paid by Licensee, unless Licensee provides Artisan Components with a valid tax exemption certificate authorized by the appropriate taxing authority. ---------- [***] Confidential treatment requested on behalf of Artisan pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission. IBM Master License Agreement 042502 9.
7.6 All payments by Licensee specified in the License Agreement are expressed as net amounts and shall be made free and clear of, and without reduction for, any withholding taxes. Any such taxes which are otherwise imposed on payments to Artisan Components shall be the sole responsibility of Licensee. 8.8 If any applicable law requires Licensee to withhold amounts from any payments to Artisan Components under the License Agreement, (i) Licensee shall effect such withholding, remit such amounts to the appropriate taxing authorities and promptly furnish Artisan Components with tax receipts evidencing the payments of such amountsamounts and, if necessary, other tax documentation when necessary to establish amounts paid or withheld.
8.9 With respect to Licensed Integrated Circuits and License Fees, royalties and other amounts which are payable to Artisan Components under the License Agreement, and (ii) the sum payable by with respect to any other obligations of Licensee upon which the deduction or withholding is based shall be increased under this Agreement including but not limited to the extent necessary Licensee's limited rights to ensure thatuse Permitted Third Party Manufacturing Sites and Licensee's rights to Additional Products, after such deduction or withholding, Artisan Components receives and retains, free from liability for such deduction or withholding, as a net amount equal material condition to the amount Artisan Components would have received and retained in the absence of such required deduction or withholding.
7.7 Artisan Components shall be entitled to have a mutually-agreed upon auditor, or, if the parties are unable to agree, an auditor selected by two auditors, one of which Licensee selected this Master License Agreement and the other Artisan Components selectedLicense Agreement, examine Licensee shall keep complete and audit, no more frequently than once in any [***], during normal business hours at Licensee's normal place of business, accurate books and upon [***] prior written notice records including but not limited to Licensee, such information and other records including, [***], supporting documentation for the royalty calculations and [***], and [***] as may contain under [***] information, any such information disclosed only to the extent it has a bearing on the amount of Royaltiesmanufacturing records. Licensee agrees to maintain such documents These records shall be retained for a duration consistent with Licensee's standard record retention policy, but in no event for less than a period of [***] from the date such payment from of payment, notwithstanding the expiration or termination of the License Agreement. As a material condition to this Master License Agreement and the License Agreement, upon 10 business days' advance notice, Licensee was due. The auditor selected must agree agrees to execute a Licensee Confidential Information Exchange Agreement provide access to ensure its operations for the purpose of evaluating compliance with Section 2, and to permit its books and records to be examined by Artisan Components or its designee (that is reasonably acceptable to Licensee) to verify the auditor will report accuracy of the License Fees, royalties and other amounts paid to Artisan Components only upon whether under the Royalties paid were License Agreement. Access and examination are subject to the confidentiality provisions set forth in this Master License Agreement, must be made during normal business hours and may not occur more than once per year. Prompt adjustment shall be made by the parties for the net amount of any underpayment or were not correctoverpayment of any and all License Fees, royalties and other amounts disclosed by such examination. If the examination reveals an underpayment or overpayment of greater than [***], or a material violation of Section 2, then Artisan Components may, during the next [***], make such examination semi-annually, and if incorrect, what are the correct amounts for the Royalties. Artisan Components agrees to provide Licensee with a copy of any report prepared by the auditor and disclosed to Artisan Components within may -------------------------- [***] after Artisan Components' receipt Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission. make examinations of such report. Prompt adjustment (within [***]) shall be made by Licensee to compensate Artisan Components' for any errors and/or omissions disclosed by such examination or audit which result in an underpayment of Royalties hereunder, or by Artisan Components' to reimburse Licensee for any errors and/or omissions disclosed by such examination or audit which result in an overpayment of Royalties hereunder. Artisan Components' is solely responsible for the cost of any audit. The amount of compensation to any auditor shall not be contingent or based in any manner on the findings of such auditprior reporting periods. If such an examination reveals an underpayment of more than [***], or a violation by Licensee of any material terms of this Master License Agreement or the License Agreement, then Licensee shall promptly pay to Artisan Components the amount of the underpayment, along with interest calculated from the date due, and shall reimburse Artisan Components for the reasonable cost of such examination and for the interest due on such amount pursuant to Section 7.9examination.
7.8 8.10 All payment amounts stated in the License Agreement, and all payments to be made under the License Agreement, shall be in U.S. Dollars. If any currency conversion shall be required in connection with the calculation of amounts payable under the License Agreement, such conversion shall be made using the selling exchange rate for conversion of the foreign currency into U.S. Dollars, quoted for current transactions reported in The Wall Street Journal for the last business day of the calendar fiscal quarter to which such payment pertains. ---------- .
8.11 If Licensee has not made a payment [***] Confidential treatment requested on behalf of after the due date, then Artisan pursuant to a request for confidential treatment filed Components may notify Licensee in writing in accordance with Section 19 hereof that the Securities and Exchange Commissionpayment is late. Omitted portions have been filed separately with the Commission. IBM Master License Agreement 042502 10. If Licensee agrees to pay interest on late payments under the License Agreement at the lesser rate of (i) still has not made that payment within [***] percent after the date of notice, then Artisan Components may again provide such notice of the overdue late payment ("Second Notice"). The Second Notice must be sent to the attention of the General Counsel and otherwise in accordance with Section 19. If Licensee still has not made the payment within [***] after the Second Notice, then the payment amount will incur interest at the rate of [***] per annummonth (or, or (ii) if less, the maximum amount permitted by applicable law) until paid.
Appears in 1 contract
Payment Terms and Taxes. 7.1 All deposits submitted by Licensee will to Artisan Components shall be non- refundable and noncreditable.
7.2 Unless otherwise mutually agreed in writing, with respect to Licensed Products ordered under this Agreement as of the Effective Date or through placement of a purchase order, Licensee shall pay to Artisan Components [*** Redacted] of the license fees fee(s) (less the [*** Redacted] already paid) set forth in Appendix B ("License Fees") upon the Effective Date or upon submission of the purchase order, respectively, and the remaining [*** Redacted] of the License Fees net [*** Redacted] thereafter after acceptance. Acceptance will occur within [*** Redacted] unless Licensee has within such time advised Artisan Components, as set forth per Section 5.4, of any defect Licensee has discovered in Appendix B-1 to the applicable Product Schedule; provideddeliverables. In the event such defect has been advised, acceptance will occur upon the earlier notification of acceptance by Licensee or [*** Redacted] days after delivery of Licensed Products that if an ECO for a Licensee request attributable to Licensee's exercise of Licensee's own discretion (for example, by modifying Licensee's design rules or requesting additional library elements) with a fee increase shall have been accepted by Licensee, Licensee shall pay remedy such amounts at such times as set forth thereindefects. The foregoing provisions of this Section 7.1 7.2 shall not limit the provisions of Section 7.22.3 above. License Fees are nonrefundable and noncreditable. Licensee also shall pay to Artisan Components all amounts set forth in Section 2.3(b) with respect to unauthorized Use of Licensed Product(s) and/or Section 2.6 with respect to additional copies of the Licensed Products, if any, licensed by Licensee under Section 2.6 above. 5 -------------- *** Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission.
7.2 7.3 Within [**** Redacted] after the end of each calendar [***]quarter, Licensee further shall pay to Artisan Components the running royalties ("Royalties") set forth in Appendix B-1 to the Product Schedule B with respect to Wafers invoiced by Licensee finished goods shipped, net of returns, in such calendar [***]quarter, and shall submit to Artisan Components with such royalty payment a report stating (a) the part number of Wafers invoiced during such calendar [***]for each Licensed Integrated Circuit, (b) Royalties the Square Millimeters on each Licensed Integrated Circuit, (c) the number of finished goods shipped during such calendar quarter, (d) royalties payable under the License Agreement hereunder for such calendar [***]quarter; and (ce) all data and supporting calculations used by Licensee to compute the Royalties payable; (d) any adjustments made royalties payable by Licensee for the prior reporting period; (e) any [***] by Licensee [***] Royalties due during the calendar [***] for [***] received during the calendar [***]; and (f) other information as mutually determined by the parties. Such [***] taken pursuant to subsection (e) may only be [***] in the calendar year in which the [***] by Licensee, for which the [***] is [***], was made by Licensee, and in no event shall such [***] to Artisan Components in any with respect to such calendar year.
7.3 Licensee further shall pay to Artisan Components the technical support and maintenance fees as set forth in Appendix B-1 to the Product Schedulequarter.
7.4 This Agreement number and any support agreement number (if applicable), must appear on all correspondence related to this Agreement or any subsequent purchase order placed hereunder.
7.5 All invoices will be mailed to Licensee's address Accounts Payable Department specified in the opening paragraph of this Master License Agreement, unless specified otherwise in the applicable Product Schedule or Licensee purchase order.
7.5 7.6 Any and all amounts payable under the License Agreement hereunder do not include any government taxes (including without limitation sales, use, excise, and value added taxes) or duties imposed by any governmental agency that are applicable to the export, import, or purchase of the Licensed Product(s) Products (other than taxes on the net income of Artisan Components), and Licensee shall bear all such taxes and duties. When Artisan Components has the legal obligation to collect and/or pay such taxes, the appropriate amount shall be added to Licensee's invoice and paid by Licensee, unless Licensee provides Artisan Components with a valid tax exemption certificate authorized by the appropriate taxing authority. ---------- [***] Confidential treatment requested on behalf of Artisan pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission. IBM Master License Agreement 042502 9.
7.6 7.7 All payments by Licensee specified in the License Agreement hereunder are expressed as net amounts and shall be made free and clear of, and without reduction for, any withholding taxes. Any such taxes which are otherwise imposed on payments to Artisan Components shall be the sole responsibility of Licensee. If any applicable law requires Licensee shall provide Artisan Components with official receipts issued by the appropriate taxing authority or such other evidence as is reasonably requested by Artisan Components to withhold establish that such taxes have been paid.
7.8 With respect to License Fees, royalties and other amounts from any payments which are payable to Artisan Components under the License this Agreement, (i) Licensee shall effect such withholdingkeep complete and accurate books and records. These records shall be retained for a period of twelve (12) months from the date of payment, remit such amounts notwithstanding the expiration or termination of this Agreement. Licensee agrees to the appropriate taxing authorities and promptly furnish permit its books, records to be examined by Artisan Components with tax receipts evidencing the payments of such amountsor its designee, and (ii) the sum payable by Licensee upon which the deduction or withholding is based shall be increased subject to the extent necessary to ensure that, after such deduction or withholding, Artisan Components receives and retains, free from liability for such deduction or withholding, a net amount equal to the amount Artisan Components would have received and retained in the absence of such required deduction or withholding.
7.7 Artisan Components shall be entitled to have a mutually-agreed upon auditor, or, if the parties are unable to agree, an auditor selected by two auditors, one of which Licensee selected and the other Artisan Components selected, examine and audit, no more frequently than once in any [***], during normal business hours at Licensee's normal place of business, and upon [***] prior written notice to Licensee, such information and other records includingreasonable confidentiality provisions, [***]* Redacted] during normal business hours, supporting documentation for to verify the royalty calculations accuracy of the License Fees, royalties and [***], and [***] as may contain under [***] information, any such information disclosed only to the extent it has a bearing on the amount of Royalties. Licensee agrees to maintain such documents for a duration consistent with Licensee's standard record retention policy, but in no event for less than a period of [***] from the date such payment from Licensee was due. The auditor selected must agree to execute a Licensee Confidential Information Exchange Agreement to ensure that the auditor will report other amounts paid to Artisan Components only upon whether the Royalties paid were or were not correct, and if incorrect, what are the correct amounts for the Royalties. Artisan Components agrees to provide Licensee with a copy of any report prepared by the auditor and disclosed to Artisan Components within [***] after Artisan Components' receipt of such reportunder this Agreement. Prompt adjustment (within [***]) shall be made by Licensee corresponding to compensate Artisan Components' for the net amount of any errors and/or omissions underpayment of any and all License Fees, royalties and other amounts disclosed by such examination or audit which result in an underpayment of Royalties hereunder, or by Artisan Components' to reimburse Licensee for any errors and/or omissions disclosed by such examination or audit which result in an overpayment of Royalties hereunder. Artisan Components' is solely responsible for the cost of any audit. The amount of compensation to any auditor shall not be contingent or based in any manner on the findings of such auditexamination. If such an examination reveals an underpayment of more than [**** Redacted], then Licensee shall promptly reimburse Artisan Components for the cost of such examination and for the interest due on such amount pursuant to Section 7.9examination.
7.8 All payment amounts stated in the License Agreement, and all payments to be made under the License Agreement, shall be in U.S. Dollars. 7.9 If any currency conversion shall be required in connection with the calculation of amounts payable under the License this Agreement, such conversion shall be made using the selling exchange rate for conversion of the foreign currency into U.S. Dollars, quoted for current transactions reported in The Wall Street Journal for the last business day of the calendar quarter to which such payment pertains. ---------- [***] Confidential treatment requested on behalf of Artisan pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission. IBM Master License Agreement 042502 10. Licensee agrees to pay interest on late payments under the License Agreement at the lesser rate of (i) [***] percent of the overdue amount per annum, or (ii) the maximum permitted by applicable law.
Appears in 1 contract
Payment Terms and Taxes. 7.1 Except to the provisions of Section 12.3 below, all deposits submitted by Licensee will to Artisan Components shall be non-refundable and noncreditable. ------------- *** Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission.
7.2 Unless otherwise mutually agreed in writing, with respect to Licensed Products ordered under this Agreement as of the Effective Date or through placement of a purchase order, Licensee shall pay to Artisan Components the license fees fee(s) set forth in Appendix B (the "License Fees") as in accordance with the payment schedule set forth in Appendix B-1 to the applicable Product Schedule; provided, that if an ECO for a Licensee request attributable to Licensee's exercise of Licensee's own discretion (for example, by modifying Licensee's design rules or requesting additional library elements) with a fee increase shall have been accepted by Licensee, Licensee shall pay such amounts at such times as set forth therein. Exhibit B. The foregoing provisions of this Section 7.1 7.2 shall not limit the provisions of Section 7.22.3 above. Except to the provisions of Section 12.3 below, License Fees are nonrefundable and noncreditable. Licensee also shall pay to Artisan Components all amounts set forth in Section 2.4(b) with respect to unauthorized Use of Licensed Product(s) and/or Section 2.7 with respect to additional copies of the Licensed Products, if any, licensed by Licensee under Section 2.7 above.
7.2 7.3 Within [***Redacted] days after the end of each calendar [***]quarter, Licensee further shall compute and, if any, pay to Artisan Components the running royalties ("Royalties") set forth in Appendix B-1 to the Product Schedule B with respect to Wafers invoiced by Licensee in such calendar Revenue [***]Redacted] that accrued in such calendar quarter, and shall submit to Artisan Components with such royalty payment a report stating (a) the number of Wafers invoiced during royalties payable hereunder for such calendar quarter and the [***], Redacted] in such quarter. The provision of the foregoing royalty report (b) Royalties payable under including the License Agreement for such calendar [***]; (c) data name and supporting calculations used by Licensee to compute the Royalties payable; (d) any adjustments made by Licensee for the prior reporting period; (e) address of any [***Redacted] by Licensee [***] Royalties due during the calendar [***] for [***] received during the calendar [***]; and (f) other information as mutually determined by the parties. Such [***] taken pursuant to subsection (e) may only be [***] in the calendar year in which that receive any of the [***Redacted]) is a material condition of this Agreement and must be provided each quarter, even if royalties are not payable for such quarter. Artisan Components agrees to keep confidential the list of [***Redacted] by Licensee, provided above. Artisan Components agrees to give Licensee notice prior to [***Redacted] for which purposes of investigating or questioning the [***Redacted] is improper use of any Licensed Product [***Redacted], was made by Licensee, and in no event shall such [***] to Artisan Components in any such calendar year.
7.3 Licensee further shall pay to Artisan Components the technical support and maintenance fees as set forth in Appendix B-1 to the Product Schedule.
7.4 All invoices will be mailed to Licensee's the address in the applicable Licensee purchase order, or if not so specified in the opening paragraph of purchase order or otherwise provided by Licensee, to the address for notice set forth in this Master License Agreement, unless specified otherwise in the applicable Product Schedule or purchase order.
7.5 Any and all amounts payable under the License Agreement hereunder shall be made in United States Dollars, and do not include any government taxes (including without limitation sales, use, excise, and value added taxes) or duties imposed by any governmental agency that are applicable to the export, import, or purchase of the Licensed Product(s) Products (other than taxes on the net income of Artisan Components), and Licensee shall bear all such taxes and duties. When Artisan Components has the legal obligation to collect and/or pay such taxes, the appropriate amount shall be added to Licensee's invoice and paid by Licensee, unless Licensee provides Artisan Components with a valid tax exemption certificate authorized by the appropriate taxing authority. ---------- [***] Confidential treatment requested on behalf of Artisan pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission. IBM Master License Agreement 042502 9.
7.6 All payments by Licensee specified in the License Agreement hereunder are expressed as net amounts and shall be made free and clear of, and without reduction for, any withholding taxes. Any such taxes which are otherwise imposed on payments to Artisan Components shall be the sole responsibility of Licensee. If any applicable law requires Licensee to withhold amounts from any payments to Artisan Components under the License Agreementhereunder, (i) Licensee shall effect such withholding, remit such amounts to the appropriate taxing authorities and promptly furnish Artisan Components with tax receipts evidencing the payments of such amounts, and (ii) the sum payable by Licensee upon which the deduction or withholding is based shall be increased to the extent necessary to ensure that, after ------------- *** Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission. such deduction or withholding, Artisan Components receives and retains, free from liability for such deduction or withholding, a net amount equal to the amount Artisan Components would have received and retained in the absence of such required deduction or withholding.
7.7 With respect to License Fees, royalties and other amounts which are payable to Artisan Components under this Agreement, Licensee shall be entitled to have a mutually-agreed upon auditorkeep complete and accurate books and records. Without limiting the generality of the foregoing, or, if such books and records will include (a) the parties are unable to agree, an auditor selected by two auditors, one of which Licensee selected and the other Artisan Components selected, examine and audit, no more frequently than once in any [***], during normal business hours at Licensee's normal place of business, and upon Redacted] for [***] prior written notice to LicenseeRedacted], such information and other records including, (b) the number of [***]Redacted] by calendar quarter, supporting documentation for and the royalty calculations and [***Redacted] for [*** Redacted], and [***] as may contain under [***] information, any such information disclosed only (c) all data and supporting calculations used by Licensee to compute the extent it has a bearing on the amount of Royaltiesroyalties payable by Licensee to Artisan Components for each calendar quarter. Licensee agrees to maintain such documents These records shall be retained for a duration consistent with Licensee's standard record retention policy, but in no event for less than a period of [***Redacted] from the date such payment from of payment, notwithstanding the expiration or termination of this Agreement. Licensee was due. The auditor selected must agree to execute a Licensee Confidential Information Exchange Agreement to ensure that the auditor will report to Artisan Components only upon whether the Royalties paid were or were not correct, and if incorrect, what are the correct amounts for the Royalties. Artisan Components agrees to provide Licensee with a copy of any report prepared permit its books, records to be examined by the auditor and disclosed an independent CPA firm selected by Artisan Components, subject to Artisan Components within reasonable confidentiality provisions, [***Redacted] after during normal business hours, to verify the accuracy of the License Fees, royalties and other amounts paid to Artisan Components' receipt of such reportComponents under this Agreement. Prompt adjustment (within [***]) shall be made by Licensee corresponding to compensate Artisan Components' for the net amount of any errors and/or omissions underpayment of any and all License Fees, royalties and other amounts disclosed by such examination or audit which result in an underpayment of Royalties hereunder, or by Artisan Components' to reimburse Licensee for any errors and/or omissions disclosed by such examination or audit which result in an overpayment of Royalties hereunder. Artisan Components' is solely responsible for the cost of any audit. The amount of compensation to any auditor shall not be contingent or based in any manner on the findings of such auditexamination. If such an examination reveals an underpayment of more than [***Redacted], then Licensee shall promptly reimburse Artisan Components for the cost of such examination and for examination. The independent CPA to be selected by Artisan Components will be either:
(i) any one or more of the interest due on such amount pursuant to Section 7.9following CPA firms or any of their successor entities: Xxxxxx Xxxxxxxx; Xxxxx & Xxxxx/KPMG Peat Marwick; Coopers & Xxxxxxx/Price Waterhouse; or Deloitte Touche; and/or (ii) any other mutually agreed upon CPA firm.
7.8 All payment amounts stated in the License Agreement, and all payments to be made under the License Agreement, shall be in U.S. Dollars. If any currency conversion shall be required in connection with the calculation of amounts payable under the License this Agreement, such conversion shall be made using the selling exchange rate for conversion of the foreign currency into U.S. Dollars, quoted for current transactions reported in The Wall Street Journal for the last business day of the calendar quarter to which such payment pertains. ---------- [***] Confidential treatment requested on behalf of Artisan pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission. IBM Master License Agreement 042502 10. Licensee agrees to pay interest on late payments under the License Agreement at the lesser rate of (i) [***] percent of the overdue amount per annum, or (ii) the maximum permitted by applicable law.
Appears in 1 contract
Payment Terms and Taxes. 7.1 All payments submitted by Licensee will to Artisan Components hereunder shall be non-refundable and noncreditable.
7.2 Unless otherwise mutually agreed in writing, with respect to Licensed Products ordered under this Agreement as of the Effective Date or through placement of a purchase order, Licensee shall pay to Artisan Components thirty- five percent (35%) of the license fees fee(s) set forth in Appendix B (the "License Fees") as set forth in Appendix B-1 to upon the applicable Product Schedule; providedEffective Date or upon submission of the purchase order, that if an ECO for a Licensee request attributable to respectively, and the remaining sixty-five percent (65%) of the License Fees net thirty (30) days after Licensee's exercise receipt of Licensee's own discretion (for example, by modifying Licensee's design rules or requesting additional library elements) with a fee increase shall have been accepted by Licensee, Licensee shall pay such amounts at such times as set forth thereinthe Licensed Products. The foregoing provisions of this Section 7.1 7.2 shall not limit the provisions of Section 7.22.3 above. Licensee also shall pay to Artisan Components all amounts set forth in Section 2.3(b) with respect to unauthorized Use of Licensed Product(s).
7.2 7.3 Within [***] thirty (30) days after the execution of this Agreement, Licensee further shall pay to Artisan Components the technical support and maintenance fees set forth in Appendix B to cover the initial twelve (12) month period of this Agreement. The technical support and maintenance fees for subsequent twelve (12) month periods under this Agreement shall be due within thirty (30) days after the beginning of each such twelve (12) month period.
7.4 Within thirty (30) days after the end of each calendar [***]quarter, Licensee further shall pay to Artisan Components the running royalties ("Royalties") set forth in Appendix B-1 to the Product Schedule B with respect to Wafers invoiced by Licensee Good Die manufactured in such calendar [***]quarter, and shall submit to Artisan Components with such royalty payment a report stating (a) the part number of Wafers invoiced during such calendar [***]for each Licensed Integrated Circuit, (b) Royalties the Square Millimeters on each Licensed Integrated Circuit, (c) the number of Good Die manufactured during such calendar quarter, (d) royalties payable under the License Agreement hereunder for such calendar [***]quarter; and (ce) all data and supporting calculations used by Licensee to compute the Royalties payable; (d) any adjustments made royalties payable by Licensee for the prior reporting period; (e) any [***] by Licensee [***] Royalties due during the calendar [***] for [***] received during the calendar [***]; and (f) other information as mutually determined by the parties. Such [***] taken pursuant to subsection (e) may only be [***] in the calendar year in which the [***] by Licensee, for which the [***] is [***], was made by Licensee, and in no event shall such [***] to Artisan Components in any with respect to such calendar yearquarter.
7.3 Licensee further shall pay to Artisan Components the technical support and maintenance fees as set forth in Appendix B-1 to the Product Schedule.
7.4 7.5 All invoices will be mailed to Licensee's address specified in the opening paragraph of this Master License Agreement, unless specified otherwise in the applicable Product Schedule or Licensee purchase order.
7.5 7.6 Any and all amounts payable under the License Agreement hereunder do not include any government taxes (including without limitation sales, use, excise, and value added taxes) or duties imposed by any governmental agency that are applicable to the export, import, or purchase of the Licensed Product(s) Products (other than taxes on the net income of Artisan Components), and Licensee shall bear all such taxes and duties. When Artisan Components has the legal obligation to collect and/or pay such taxes, the appropriate amount shall be added to Licensee's Licensee"s invoice and paid by Licensee, unless Licensee provides Artisan Components with a valid tax exemption certificate authorized by the appropriate taxing authority. ---------- [***] Confidential treatment requested on behalf of Artisan pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission. IBM Master License Agreement 042502 9.
7.6 7.7 All payments by Licensee specified in the License Agreement hereunder are expressed as net amounts and shall be made free and clear of, and without reduction for, any withholding taxes. Any such taxes which are otherwise imposed on payments to Artisan Components shall be the sole responsibility of Licensee. If any applicable law requires Licensee to withhold amounts from any payments to Artisan Components under the License Agreementhereunder, (i) Licensee shall effect such withholding, remit such amounts to the appropriate taxing authorities and promptly furnish Artisan Components with tax receipts evidencing the payments of such amounts, and (ii) the sum payable by Licensee upon which the deduction or withholding is based shall be increased to the extent necessary to ensure that, after such deduction or withholding, Artisan Components receives and retains, free from liability for such deduction or withholding, a net amount equal to the amount Artisan Components would have received and retained in the absence of such required deduction or withholding.
7.7 7.8 With respect to Licensed Integrated Circuits and License Fees, royalties and other amounts which are payable to Artisan Components under this Agreement and as a material condition to this Agreement, Licensee shall keep complete and accurate books and records. These records shall be entitled retained for a period of three (3) years from the date of payment, notwithstanding the expiration or termination of this Agreement. As a material condition to have a mutually-agreed upon auditor, or, if the parties are unable this Agreement Licensee agrees to agree, an auditor selected permit its books and records to be examined by two auditors, one of which Licensee selected and the other Artisan Components selectedor its designee, examine and audit, no more frequently than once subject to the confidentiality provisions set forth in any [***]this Agreement, during normal business hours at Licensee's normal place hours, to verify the accuracy of businessthe License Fees, and upon [***] prior written notice to Licensee, such information royalties and other records including, [***], supporting documentation for the royalty calculations and [***], and [***] as may contain under [***] information, any such information disclosed only to the extent it has a bearing on the amount of Royalties. Licensee agrees to maintain such documents for a duration consistent with Licensee's standard record retention policy, but in no event for less than a period of [***] from the date such payment from Licensee was due. The auditor selected must agree to execute a Licensee Confidential Information Exchange Agreement to ensure that the auditor will report amounts paid to Artisan Components only upon whether the Royalties paid were or were not correct, and if incorrect, what are the correct amounts for the Royalties. Artisan Components agrees to provide Licensee with a copy of any report prepared by the auditor and disclosed to Artisan Components within [***] after Artisan Components' receipt of such reportunder this Agreement. Prompt adjustment (within [***]) shall be made by Licensee corresponding to compensate Artisan Components' for the net amount of any errors and/or omissions underpayment of any and all License Fees, royalties and other amounts disclosed by such examination or audit which result in an underpayment of Royalties hereunder, or by Artisan Components' to reimburse Licensee for any errors and/or omissions disclosed by such examination or audit which result in an overpayment of Royalties hereunder. Artisan Components' is solely responsible for the cost of any audit. The amount of compensation to any auditor shall not be contingent or based in any manner on the findings of such auditexamination. If such an examination reveals an underpayment of more than [***]five percent (5%), then Licensee shall promptly reimburse Artisan Components for the cost of such examination and for the interest due on such amount pursuant to Section 7.9examination.
7.8 7.9 All payment amounts stated in the License Agreementhereunder, and all payments to be made under the License Agreementhereunder, shall be in U.S. Dollars. If any currency conversion shall be required in connection with the calculation of amounts payable under the License Agreement, such conversion shall be made using the selling exchange rate for conversion of the foreign currency into U.S. Dollars, quoted for current transactions reported in The Wall Street Journal for the last business day of the calendar quarter to which such payment pertains. ---------- [***] Confidential treatment requested on behalf of Artisan pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission. IBM Master License Agreement 042502 10. Licensee agrees to pay interest on late payments under the License Agreement at the lesser rate of (i) [***] percent of the overdue amount per annum, or (ii) the maximum permitted by applicable law.U.S.
Appears in 1 contract
Payment Terms and Taxes. 7.1 Except as expressly specified herein, all payments submitted by Licensee will to Artisan Components under the License Agreement shall be absolute, unconditional, noncancellable, non-refundable and noncreditable.
7.2 Unless otherwise mutually agreed in writing, with respect to Licensed Product(s) ordered under the License Agreement, Licensee shall pay to Artisan Components thirty-five percent (35%) of the total license fees (the "License Fees"fee(s) as set forth in Appendix B-1 to the applicable Product ScheduleSchedule (the total amount of license fees set forth in Appendix B-1 to the Product Schedule shall hereinafter be referred to as the “License Fees”) upon the License Agreement Effective Date net thirty (30) days, and the remaining sixty-five percent (65%) of the License Fees (the “Remaining License Fees”) net thirty (30) days after Licensee’s receipt of each Licensed Product(s); provided, that if an ECO for a Licensee request attributable to Licensee's exercise of Licensee's own discretion (for example, by modifying Licensee's design rules or requesting additional library elements) with a fee price increase shall have been accepted by Licensee, Licensee shall pay such amounts at such times as set forth therein. The foregoing provisions of this Section 7.1 7.2 shall not limit the provisions of Section 7.27.3. Licensee also shall pay to Artisan Components all amounts set forth in Section 2.5 with respect to unauthorized Use of Licensed Product(s). Upon the Effective Date, Licensee shall deliver to Artisan Components an irrevocable standby letter of credit in the amount of the Remaining License Fees (the “Letter of Credit”). Artisan Components’ will have no obligations under the Master License Agreement or the License Agreement until it receives the Letter of Credit. The Letter of Credit, and the bank chosen to issue the Letter of Credit must be approved in advance by Artisan Components. Such approval may not be unreasonably delayed or withheld. Licensee shall pay all bank charges for such Letter of Credit.
7.2 Within [***] 7.3 As a material condition to this Master License Agreement, within thirty (30) days after the end of each calendar [***]quarter, Licensee further shall pay to Artisan Components the running royalties ("Royalties") with respect to Wafers, as set forth in Appendix B-1 to the Product Schedule with respect Schedule. Royalty calculations are made based on Wafers manufactured, and payment is to be made at the end of the calendar quarter based on Wafers invoiced by Licensee manufactured in such calendar [***]quarter. Licensee agrees to use the ArtiScan Software and to require its customers to complete “IP Declaration Forms” or a comparable form identifying whether or not Artisan Licensed Product(s) were used in designs submitted to Licensee for manufacture. However, and these methods of tracking the use of the Licensed Product(s) are identified herein as minimum practices which Licensee must use. Licensee is responsible for implementing its own tracking system to track all Wafers that in whole or in part are made up of, incorporate or are based upon any portion of a Design and/or Licensed Product(s). Full royalty payment for each quarter is due no later than thirty (30) days after the end of each calendar quarter. Licensee shall also submit to Artisan Components with such royalty payment no later than thirty (30) days after the end of each calendar quarter, a quarterly report stating (a) the part number of Wafers invoiced during such calendar [***](and former part number if the number has changed), Project identifier, process generation and process variant for each Wafer manufactured that quarter, (b) Royalties the number of Wafers manufactured during such calendar quarter, including size of Wafer(s), tape-out type, Project, and manufacturing start date, (c) the full customer name and identifying for which the Wafers were manufactured, (d) the Wafer price used in the royalty calculation and the royalties payable under the License Agreement for such calendar [***]quarter; (ce) data and supporting calculations used by Licensee to compute the Royalties payable; (d) any adjustments made royalties payable by Licensee for to Artisan Components with respect to such calendar quarter, including but not limited to ArtiScan Software tag reader identifier and identification of the prior reporting period; (eLicensed Product(s) any [***] by Licensee [***] Royalties due during the calendar [***] for [***] received during the calendar [***]used in each Wafer; and (f) other information as mutually determined by the parties. Such [***] taken pursuant The report shall be submitted to subsection Artisan in electronic form (e) may only Artisan will provide Licensee a template for the report), with a confirming hard copy which shall be [***] in certified by a duly authorized officer of Licensee as the calendar year in which the [***] by Licensee, for which the [***] is [***], was made by Licensee, complete and in no event shall such [***] accurate report of all Project Usage Fees and royalties due from Licensee to Artisan Components during the relevant quarterly period. Licensee represents and warrants that it is authorized to provide the information contained in any such calendar yearthe quarterly reports submitted to Artisan Components, and that Artisan Components may consult with Licensee’s customers to confirm the information contained in the report.
7.3 7.4 Licensee further shall pay to Artisan Components the technical support and maintenance fees as set forth in Appendix B-1 to the Product Schedule.
7.4 7.5 All invoices will be mailed to Licensee's ’s address specified in the opening paragraph of this Master License Agreement, unless specified otherwise in the applicable Product Schedule or purchase order.
7.5 7.6 Any and all amounts payable under the License Agreement do not include any government taxes (including without limitation sales, use, excise, and value added taxes) or duties imposed by any governmental agency that are applicable to the export, import, or purchase of the Licensed Product(s) (other than taxes on the net income of Artisan Components), and Licensee shall bear all such taxes and duties. When Artisan Components has the legal obligation to collect and/or pay such taxes, the appropriate amount shall be added to Licensee's ’s invoice and paid by Licensee, unless Licensee provides Artisan Components with a valid tax exemption certificate authorized by the appropriate taxing authority. ---------- [***] Confidential treatment requested on behalf of Artisan pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission. IBM Master License Agreement 042502 9.
7.6 7.7 All payments by Licensee specified in the License Agreement are expressed as net amounts and shall be made free and clear of, and without reduction for, any withholding taxes. Any such taxes which are otherwise imposed on payments to Artisan Components shall be the sole responsibility of Licensee. If any applicable law requires Licensee to withhold amounts from any payments to Artisan Components under the License Agreement, (i) Licensee shall effect such withholding, remit such amounts to the appropriate taxing authorities and promptly furnish Artisan Components with tax receipts evidencing the payments of such amounts, and (ii) the sum payable by Licensee upon which the deduction or withholding is based shall be increased to the extent necessary to ensure that, after such deduction or withholding, Artisan Components receives and retains, free from liability for such deduction or withholding, a net amount equal to the amount Artisan Components would have received and retained in the absence of such required deduction or withholding.
7.7 7.8 With respect to Wafers and License Fees, royalties and other amounts which are payable to Artisan Components shall be entitled under the License Agreement and as a material condition to have a mutually-agreed upon auditor, or, if the parties are unable to agree, an auditor selected by two auditors, one of which Licensee selected this Master License Agreement and the other Artisan Components selectedLicense Agreement, examine Licensee shall keep complete and audit, no more frequently than once in any [***], during normal business hours at Licensee's normal place of business, accurate books and upon [***] prior written notice records including but not limited to Licensee, such information and other records including, [***], supporting documentation for the royalty calculations and [***]manufacturing records, records of Licensee’s internal royalty-tracking system, records generated by the ArtiScan Software, “IP Declaration Forms,” and [***] as may contain under [***] informationany other information reasonably requested by Artisan Components or its designee, any such information disclosed only including but not limited to sales records including records of total sales volume. These records shall be retained for a period of four (4) years from the extent it has date of payment, notwithstanding the expiration or termination of the License Agreement. As a bearing on material condition to this Master License Agreement and the amount of Royalties. License Agreement, Licensee agrees to maintain such documents for a duration consistent with Licensee's standard record retention policypermit its books and records to be examined by Artisan Components or its designee from time to time, but subject to the confidentiality provisions set forth in no event for less than a period of [***] from this Master License Agreement (i.e., Artisan Components will treat the date such payment from Licensee was due. The auditor selected must agree to execute a Licensee information obtained in the audit as Confidential Information Exchange Agreement of Licensee. Licensee expressly acknowledges and agrees that, in the event a third party is used to ensure conduct or assist with the audit, Licensee may not, by nondisclosure agreement or otherwise, restrict the information that the auditor will report third party may disclose to Artisan Components), during normal business hours, to verify the accuracy of the License Fees, royalties and other amounts paid to Artisan Components only upon whether under the Royalties paid were or were not correctLicense Agreement. Licensee shall, and if incorrectshall cause its employees and other personnel to, what are the correct amounts for the Royalties. fully cooperate with Artisan Components agrees to provide Licensee with (and its designee, if applicable) so that any such audit is completed in a copy of any report prepared by the auditor thorough and disclosed to Artisan Components within [***] after prompt manner. Prompt adjustment, no later than fourteen (14) calendar days from Artisan Components' receipt of such report. Prompt adjustment (within [***]) ’ written notice, shall be made by Licensee corresponding to compensate Artisan Components' for the net amount of any errors and/or omissions underpayment of any and all License Fees, royalties and other amounts disclosed by such examination or audit which result examination, plus interest thereon as provided in an underpayment of Royalties hereunderSection 7.10 below, with respect to the reporting period reviewed and in a comparable amount for all prior reporting periods. If Licensee does not fully comply with this provision upon fourteen (14) days written notice from Artisan Components, or by Artisan Components' to reimburse Licensee for any errors and/or omissions disclosed by such examination or audit which result in an overpayment of Royalties hereunder. Artisan Components' is solely responsible for the cost of any audit. The amount of compensation to any auditor shall not be contingent or based in any manner on the findings of such audit. If if such an examination reveals an underpayment of more than [***]five percent (5%), then Licensee shall promptly reimburse Artisan Components for the cost of such examination and for the interest due on such amount pursuant to Section 7.9examination.
7.8 7.9 All payment amounts stated in the License Agreement, and all payments to be made under the License Agreement, shall be in U.S. Dollars. If any currency conversion shall be required in connection with the calculation of amounts payable under the License Agreement, such conversion shall be made using the selling exchange rate for conversion of the foreign currency into U.S. Dollars, quoted for current transactions reported in The Wall Street Journal for the last business day of the calendar quarter to which such payment pertains. ---------- [***] Confidential treatment requested on behalf of .
7.10 Artisan pursuant Components reserves the right to a request for confidential treatment filed with the Securities charge Licensee, and Exchange Commission. Omitted portions have been filed separately with the Commission. IBM Master License Agreement 042502 10. Licensee agrees to pay pay, interest on late payments under the License Agreement Agreement, including royalty payments which are not made on time pursuant to Section 7.3 above, at the lesser rate of (i) [***] one (1) percent of the overdue amount per annummonth, or (ii) the maximum permitted by applicable law.
7.11 Licensee hereby designates the following individual employees of Licensee as the primary and secondary contacts with Artisan Components regarding Licensee’s payment, royalty and reporting obligations under this Agreement. Licensee represents that the following individuals have responsibility and authority within Licensee’s organization to ensure Licensee’s compliance therewith, and that Licensee’s contacts identified herein will promptly respond to any requests by Artisan Components regarding payments, royalties and reporting obligations. Licensee Primary Contact: Name: Address: Telephone: Facsimile: E-mail: Licensee Secondary Contact: Name: Address: Telephone: Facsimile: E-mail:
Appears in 1 contract
