EXHIBIT 10.19
CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE
BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION.
Oak Technology, Confidential
TECHNOLOGY LICENSE AGREEMENT
THIS TECHNOLOGY LICENSE AGREEMENT (the "AGREEMENT") is entered into as
of December 29, 2000 (the "EFFECTIVE DATE") by and between Oak Technology, Inc.
a corporation organized under the laws of the State of Delaware, and with its
principal place of business located at 000, Xxxxxx Xxxxx, Xxxxxxxxx XX
00000-0000 ("OAK TECHNOLOGY") and Tvia, Inc. ("LICENSEE") a corporation
organized under the laws of the State of California and with its principal place
of business located at 0000 Xxxxxx Xxxxx, Xxxxx Xxxxx, XX 00000 ("Licensee").
WHEREAS, Oak Technology possesses certain 3D graphics technologies it
wishes to license to Licensee;
WHEREAS, Licensee wishes to license the Licensed Technology (as defined
herein) for use with and incorporation into various products it plans to
manufacture;
NOW, THEREFORE, IT IS AGREED, in consideration of the terms and
conditions set forth herein:
1. DEFINITIONS
1.1 "AUTHORIZED FIELDS" shall mean the following fields of use or
markets in which Licensee is authorized to exercise the rights under the
Licensed Technology granted to it under Section 2: (i) the broadband set-top box
market, (ii) the digital television market, and (iii) the television-related
internet appliance market.
1.2 "CHIP TECHNOLOGY" shall mean Oak Technology's 3D graphics
chip technology and related working directories as further described in Exhibit
A provided in Source Code of the Chip Technology format as well as SGN Format.
1.3 "CHIP TECHNOLOGY PRODUCTS" shall mean products in the
Authorized Fields, created by Licensee, which incorporate the Chip Technology
(or Derivative Works thereof) or are bundled with the Chip Technology (or
Derivative Works thereof).
1.4 "CUSTOMERS" shall mean end-users, clients, customers or third
party application developers or services in the Authorized Fields.
1.5 "DERIVATIVE WORK" shall mean a work that is based upon one or
more preexisting works, such as a revision, modification, translation,
abridgement, condensation, expansion, or any other form in which such
preexisting works may be recast, transformed, or adapted, and that, if prepared
without authorization of the owner of the copyright in such preexisting work,
would constitute a copyright infringement. For purposes hereof, a Derivative
Work shall also include any compilation that incorporates such a preexisting
work.
1.6 "LICENSED TECHNOLOGY" shall mean the Chip Technology and the
Software Technology when referenced together collectively.
1.7 "LICENSEE PRODUCTS" shall mean Chip Technology Products and
Software Technology Products.
Oak Technology Confidential
1.8 "LICENSEE DERIVATIVE WORKS" shall mean those Derivative Works
created by or for Licensee which are related to the Licensed Technology
hereunder.
1.9 "INTELLECTUAL PROPERTY RIGHTS" shall mean all current and
future worldwide patents and other patent rights, utility models, semiconductor
topography rights, copyrights, mask work rights, trade secrets, trademarks and
all other intellectual property rights and the related documentation or other
tangible expression thereof.
1.10 "OBJECT CODE" shall mean the binary machine readable version
of any particular software.
1.11 "SGN FORMAT" means software represented in a synthesized
gate level net list format and other formats authorized by Oak Technology
(authorization not be unreasonably withheld), based on the Licensee's foundry
process and technology as part of the process of manufacturing an integrated
circuit.
1.12 "SOFTWARE TECHNOLOGY" shall mean the software described
further in Exhibit B provided in Source Code of the Software Technology format.
1.13 "SOFTWARE TECHNOLOGY PRODUCTS" shall mean products in the
Authorized Fields, created by Licensee, which incorporate the Software
Technology (or Derivative Works thereof) or are bundled with the Software
Technology (or Derivative Works thereof).
1.14 "SOURCE CODE OF THE CHIP TECHNOLOGY" shall mean a software
product representing an integrated circuit function in the hardware description
language (e.g. Verilog/VHDL) source code which can be synthesized using
conventional design tools, and which can be instantiated in an integrated
circuit design, whether in whole or in part, and any and all updates, copies,
modifications, regardless of the form or media in or on which they may exist.
1.15 "SOURCE CODE OF THE SOFTWARE TECHNOLOGY" shall mean the
human readable version of the software.
1.16 "SUB-LICENSEES" shall mean third party sub-manufacturers or
contract manufacturers.
2. LICENSE
2.1 License Grant for Chip Technology. Subject to the terms and
conditions of this Agreement, Oak Technology grants to Licensee a nonexclusive,
perpetual, nontransferable, non-sublicensable (except as otherwise provided
hereunder), royalty-free license within the Authorized Fields:
(a) to use, copy, store, modify, and create Derivative
Works of the Chip Technology for use in the creation of Chip Technology
Products;
(b) to sell, offer for sale, distribute and provide to
Customers the Chip Technology Products; and
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(c) to sublicense the Chip Technology or Derivative Works
thereof, including Source Code of the Chip Technology and SGN Format (i) to
Sub-Licensees for the limited purpose of manufacturing Chip Technology Products
for Licensee; and (ii) to Licensee's Customers for Licensee's Customers'
internal use only, subject to the provisions of Section 2.3 (d). In no event
shall Licensee's Customers further sublicense or distribute the Source Code of
the Chip Technology.
2.2 License Grant for Software Technology. Subject to the terms
and conditions of this Agreement, Oak Technology grants to Licensee a
nonexclusive, perpetual, nontransferable, royalty-free license within the
Authorized Fields:
(a) to use, copy, store, modify, and create Derivative
Works of the Software Technology for the connection with the sale of the Chip
Technology Products in the Authorized Fields; and
(b) to sublicense the foregoing rights to the Software
Technology to Licensee's Customers in connection with the use, distribution and
sale of the Chip Technology Products.
2.3 License Restrictions. The preceding license grants of
Sections 2.1 and 2.2 shall be subject to the following restrictions:
(a) the Software Technology is licensed for distribution
or sale in connection with use of the Chip Technology Products only and Licensee
is not entitled to distribute, sublicense or sell the Software Technology in
stand-alone form;
(b) except as otherwise provided herein, the Licensee is
not entitled to sell, offer for sale, distribute, sublicense or in any way
provide source or object code relating to the Chip Technology or Derivative
Works thereof;
(c) any sale or distribution of Software Technology to
Customers provided in Section 2.2 (b), above shall be pursuant to an end user
software license which: (i) shall contain provisions regarding license
limitations, warranty disclaimers, limitations of liability and other such terms
substantially similar to those found in this Agreement, and shall be no less
protective than Licensee's licenses of its own products; (ii) shall include
provisions to ensure that such end user does not reverse assemble, reverse
compile, decrypt, extract, or otherwise attempt to discover any source code (or
other underlying data) of such item.
(d) Licensee's Customers may only distribute the Software
Technology and Derivative Works thereof in Object code.
(e) the designs and specifications for Licensee's
integrated circuit designs ("Designs") are furnished by and originate with
Licensee; (v) said Designs are in sufficient detail excluding source code which
may not be furnished so that no additional designing by the semiconductor
manufacturer is required other than adaptation to such semiconductor
manufacturer's normal production process and standards; (vi) all Designs
furnished to such semiconductor manufacturer are disclosed for the limited
purpose of manufacture of integrated circuits that are Licensee Products, solely
for or on behalf of, Licensee under confidentiality provisions at least as
restrictive as those contained in this Agreement; (vii) that
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except as provided in Section 2.2 the Source Code of the Software Technology is
never disclosed to any third party; (viii) Licensee obtains any and all lawfully
required licenses from third parties which are required for the lawful import,
export, use, sales, manufacture, distribution or other disposal of Licensee's
Products.
(f) any sublicense granted to a Sub-Licensee or Licensee
Customer provided in Sections 2.1 (c) above shall be pursuant to a sublicense
agreement which: (i) shall contain provisions regarding license limitations,
warranty disclaimers, limitations of liability and other such terms
substantially similar to those found in this Agreement, and shall be no less
protective than Licensee's licenses of its own products.
(g) the rights granted under Sections 2.1 and 2.2 shall
include rights under those Letters Patent and other Intellectual Property Rights
held by Oak that are necessary to exercise the rights granted under Section 2,
and only those limited rights and no other rights under any patent incorporated
within or related to the Licensed Technology or any other technology of Oak
Technology. Notwithstanding the foregoing, Oak Technology shall not enforce
against Licensee (or any of its Sub-Licensees or Customers under this Agreement)
any patent of the Licensed Technology that Oak Technology owns or has the right
to enforce.
(h) Tvia will immediately notify Oak Technology if Tvia
becomes aware of any breach of any sublicense agreements between Tvia and its
Sub-Licensees or Customers ("Sublicense Agreement") with respect to the Licensed
Technology and Tvia will enforce each such Sublicense Agreement with at least
the same degree of diligence that Tvia uses to enforce similar agreements for
its own products or other software products that it distributes, but in no event
less than a reasonable degree of diligence. Upon Oak Technology's request, Tvia
shall assign to Oak Technology Tvia's rights under the applicable Sublicense
Agreement to bring an action against the Sub-Licensee or Customer solely to the
extent based upon such Sub-Licensee's or Customer's breach of the licensing or
confidentiality obligations relating to Oak Technology's Licensed Technology;
provided, however, that upon such assignment, (a) Oak Technology shall, and
hereby does, release Tvia from any and all liabilities related to such action
(excluding any liabilities Tvia may have pursuant to Section 9.1(c): (b) Oak
Technology shall bear all the expenses related to bringing such action; and (c)
Oak Technology agrees to keep Tvia reasonably informed of the status of such
action. Tvia shall, in any event, retain its right to bring an action against
such Sub-licensee or Customer for such Sub-Licensee's or Customer's breach of
any other obligations under the Sublicense Agreement, including without
limitation breach of obligations with respect to Licensee Products. If each
party wishes to proceed with its own action against the same Sub-Licensee or
Customer under the Sublicense Agreement, each party consents to the joinder of
the other party in such action.
3. FEES AND PAYMENT
Licensee shall pay to Oak Technology a *** fee of *** dollars ($***)
(the "FEE") as follows: (Ii) $*** shall be paid *** of the *** and (ii) $***
within *** of the ***.
4. DELIVERY OF LICENSED TECHNOLOGY
4.1 Delivery of Licensed Technology. Oak Technology shall deliver
to Tvia the Licensed Technology in a mutually agreeable form and format within
10 days of the Effective Date of this Agreement.
*** CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION.
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5. OWNERSHIP AND INTELLECTUAL PROPERTY RIGHTS
5.1 Ownership of Licensee Products. Oak Technology shall retain
all rights, title and interest in and to all of the information, content, data,
designs, materials and all Intellectual Property Rights related to or
incorporated within the Licensee Technology or to any Derivative Works thereof
excluding the Licensee Derivative Works (the "OAK TECHNOLOGY INTELLECTUAL
PROPERTY RIGHTS"). Oak Technology shall have the sole and exclusive right to
seek patent, copyright or other protection over the Oak Technology Intellectual
Property Rights.
5.2 Ownership of Licensee Products. Licensee shall retain all
rights, title and interest in and to all of the information, content, data,
designs, materials and all Intellectual Property Rights related to Licensee
Products excluding any Licensed Technology incorporated in Licensee's Products.
(the "LICENSEE INTELLECTUAL PROPERTY RIGHTS"). Subject to Oak's ownership of Oak
Technology Intellectual Property Rights (including the underlying Licensed
Technology) Licensee will own exclusively all rights, title and interest in and
to all Licensee Derivative Works. Licensee shall have the sole and exclusive
right to seek patent, copyright or other protection over the Licensee
Intellectual Property Rights and the Licensee Derivative Works. Notwithstanding
the foregoing, Licensee agrees that Licensee's use at all times including upon
termination of this Agreement of the Licensee Derivative Works shall be limited
to the license granted under Section 2 and the confidentiality requirements of
Section 10.
5.3 Except as expressly provided herein, no other right or
license is granted under this Agreement. All rights not expressly granted
hereunder by a party are expressly reserved to such party and its licensors and
information and content providers.
6. COVENANTS AND REPRESENTATIONS
Except as expressly and unambiguously provided herein, each party
represents, warrants and agrees:
(a) that it has the full corporate right, power and
authority to enter into this Agreement and to perform the acts required of it
hereunder.
(b) that its execution of this Agreement, and the
performance of its obligations and duties hereunder, do not and will not violate
any agreement to which it is a party or by which it is otherwise bound.
(c) Not to take any action contrary to this Agreement.
(d) to promptly notify the other party of any potential or
actual infringement of any Intellectual Property Right or Licensee Intellectual
Property Right relating to the Licensed Technology or Derivative works thereof
or Licensed Products or Licensee Derivative Works. Each party may, in its sole
discretion, take or not take whatever action it believes is appropriate in
connection with any such infringement. If a party elects to take action, the
other party agrees to fully cooperate in connection therewith at the acting
party's expense and request. If a party initiates and prosecutes any action
under this Section, all legal expenses (including court costs and attorneys'
fees) shall be for such party's account and it shall be entitled to all amounts
awarded by way of judgment, settlement or compromise.
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(e) to comply with all export laws, restrictions, national
security controls and regulations of the United States or other applicable
foreign agency or authority, and not to export or re-export, or allow the export
or re-export of any Licensed Technology or Confidential Information or any copy
or direct product thereof in violation of any such restrictions, laws or
regulations, or to any Group D:1 or E:2 country (or any national of such
country) specified in the then current Supplement No. 1 to Part 740, or, in
violation of the embargo provisions in Part 746, of the U.S. Export
Administration Regulations (or any successor regulations or supplement), except
in compliance with and with all licenses and approvals required under applicable
export laws and regulations, including without limitation, those of the U.S.
Department of Commerce; and
(f) to ascertain and comply with all applicable laws and
regulations and standards of industry or professional conduct, including,
without limitation, those applicable to product claims, labeling, approvals,
registrations and notifications.
7. WARRANTY; DISCLAIMER
LICENSEE WILL HANDLE AND BE RESPONSIBLE FOR ALL WARRANTY CLAIMS AND
RETURNS FROM ITS DIRECT AND INDIRECT CUSTOMERS WITH RESPECT TO ANY ASPECT OR
COMPONENT OF THE LICENSEE PRODUCTS AND LICENSED TECHNOLOGY. OAK TECHNOLOGY MAKES
NO WARRANTIES WITH RESPECT TO THE LICENSED TECHNOLOGY AND DISCLAIMS ANY AND ALL
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. FURTHER, OAK TECHNOLOGY DOES NOT
WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS REGARDING THE USE, OR THE
RESULTS OF THE USE, OR THE RESULTS OF THE USE, OF THE LICENSED TECHNOLOGY OR
WRITTEN MATERIALS IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.
OTHER THAN OAK TECHNOLOGY'S OBLIGATIONS AS SET FORTH IN SECTION 8, LICENSEE IS
FULLY RESPONSIBLE FOR SATISFACTION OF ITS CUSTOMERS.
8. LIMITATION OF LIABILITY
NOTWITHSTANDING ANY OF THE FOREGOING, AND EXCEPT AS PROVIDED IN SECTION
9 BELOW, NEITHER PARTY SHALL BE LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF
THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL
OR EQUITABLE THEORY FOR (I) ANY AMOUNTS IN EXCESS OF THE FEE PAID TO OAK
TECHNOLOGY HEREUNDER OR (II) ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST
PROFITS OR LOST OR INACCURATE DATA OR (III) COST OF PROCUREMENT OF SUBSTITUTE
GOODS, TECHNOLOGY OR SERVICES. NEITHER PARTY SHALL HAVE LIABILITY FOR ANY
FAILURE OR DELAY DUE TO MATTERS BEYOND ITS REASONABLE CONTROL.
9. INDEMNIFICATION.
9.1 Licensee shall defend or settle at its expense any claim or suit,
including without limitation any proceeding, investigation or claim (an
"ACTION") against Oak Technology, or its affiliates, directors, officers,
agents, employees and sub licensees; and shall indemnify Oak Technology against
any damages arising out of or in connection with: (a) an assertion that the
Licensee Products or the Licensee Derivative Works (except to the extent any
such claims
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are based on unmodified Licensed Technology or any unmodified portion thereof,
or any unmodified Oak Technology Intellectual Property Rights in such Products
or Derivative Works) or the use thereof as specifically authorized by Licensee,
infringe any U.S. copyright of any third party; (b) any breach by Licensee of
its obligations, representations and warranties under this Agreement; (c) any
breach of Licensee's obligations under Section 2.3(c) with respect to licensing
to Customers of the Licensed Technology; and (d) any Actions brought by
Licensee's Customers against Oak Technology arising out of or relating to the
Licensee Products and the Licensee Derivative Works excluding those Actions
arising out of or relating to infringement by the Licensed Technology or Oak
Technology's negligence or wrongful conduct. Licensee shall indemnify and hold
harmless Oak Technology from and against any and all damages actually incurred
in defending and/or resolving such Action.
9.2 Oak Technology shall defend or settle at its expense any claim or
suit, including without limitation any proceeding, investigation or claim (an
"ACTION") against Licensee arising out of or in connection with: (a) an
assertion that the unmodified Software Technology delivered by Oak Technology,
infringes any U.S. copyright of a third party. Oak Technology shall indemnify
and hold harmless Licensee from and against any and all damages actually
incurred in defending and/or resolving such Action.
9.3 The indemnity obligations set forth in this Section are contingent
upon: (a) the indemnified party ("Indemnitee") giving prompt written notice to
the indemnifying party ("Indemnitor") of any such claim(s); (b) the Indemnitor
having sole control of the defense or settlement of the claim and (c) at the
Indemnitor's request and expense, the Indemnitee cooperating in the
investigation and defense of such claim(s). The Indemnitee shall not admit any
such Action or any allegations made in such Action or settle any such Action,
without the prior written consent of the Indemnitor.
10. CONFIDENTIAL INFORMATION
10.1 Each party ("RECEIVING PARTY") agrees to keep confidential
and not disclose or use except in performance of its obligations under this
Agreement, confidential or proprietary information related to the other party's
("DISCLOSING PARTY") technology or business that the Receiving Party learns in
connection with this Agreement and any other information received from the
other, including without limitation, to the extent previously, currently or
subsequently disclosed to the Receiving Party hereunder or otherwise:
information relating to products or technology of the Disclosing Party or the
properties, composition, structure, use or processing thereof, or systems
therefor, or to the Disclosing Party's business (including, without limitation,
computer programs, code, algorithms, schematics, data, know-how, processes,
ideas, inventions (whether patentable or not), names and expertise of employees
and consultants, all information relating to customers and customer transactions
and other technical, business, financial, customer and product development
plans, forecasts, strategies and information), all of the foregoing,
"CONFIDENTIAL INFORMATION"). Neither party shall disclose the terms of this
Agreement to any third party without the prior written consent of the other
party. Each party shall use reasonable precautions to protect the other's
Confidential Information and employ at least those precautions that such party
employs to protect its own confidential or proprietary information.
10.2 Confidential Information shall not include information the
Receiving Party can document (a) is in or (through no improper action or
inaction by the Receiving Party or any affiliate, agent or employee) enters the
public domain (and is readily available without
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substantial effort), or (b) was rightfully in its possession or known by it
prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to
it by another person without restriction, or (d) was independently developed by
it by persons without access to such information and without use of any
Confidential Information of the Disclosing Party. Each party, with prior written
notice to the Disclosing Party, may disclose such Confidential Information to
the minimum extent possible that is required to be disclosed to a governmental
entity or agency in connection with seeking any governmental or regulatory
approval, or pursuant to the lawful requirement or request of a governmental
entity or agency (including a court order or subpoena), provided that reasonable
measures are taken to guard against further disclosure, including without
limitation, seeking appropriate confidential treatment or a protective order, or
assisting the other party to do so.
11. TERM AND TERMINATION
11.1 Term. Unless terminated earlier as provided herein, this
Agreement shall commence on the Effective Date and shall remain in effect until
termination as provided herein.
11.2 Termination for Cause. This Agreement may be terminated by
either party for cause upon thirty (30) days written notice if the other party
shall be in breach or default of any material provision of this Agreement;
provided however that the breaching party may avoid termination if, before the
end of such thirty (30) day period, the breaching party cures such breach.
11.3 Effect of Termination. Within five (5) days of termination,
each party shall return to the other party all confidential information
disclosed to it by the other party under this Agreement and Licensee shall
return to Oak Technology all documents or materials related to the Licensed
Technology which are in its possession or under its control, including any and
all copies of the Licensed Technology and derivative works thereof, or shall
certify under written oath that all such materials have been destroyed.
Notwithstanding the foregoing, Licensee shall be entitled to retain ownership
and control of any media containing Licensed Technology (including without
limitation any and all Licensed Products) which have already been manufactured
(in whole or in part) and/or inventoried, and may complete or have completed
manufacturing, sell and have sold, all such Products an licenses to Licensee's
customers for Licensee's Products shall remain valid for their respective term,
and Licensee shall be allowed to retain a reasonable number of copies of the
Licensed Technology solely for the purposes of support of its Customers, and for
no other purpose. Except to the extent expressly provided to the contrary in
this Agreement, the following provisions shall survive the termination of this
Agreement: 1, 2, 3(h), 5-10, 11.3 and 12.
12. GENERAL
12.1 Governing Law. This Agreement shall be governed by and
construed under the laws of the State of California and the United States
without regard to conflicts of laws provisions thereof. The sole and exclusive
jurisdiction and venue for actions related to the subject matter hereof shall be
the California state courts for the County of Santa Xxxxx and the U.S. federal
courts for the Northern District of California. Both parties consent to the
jurisdiction of such courts and agree that process may be served in the manner
provided herein for giving of notices or otherwise as allowed by California or
federal law. In any action or proceeding to enforce rights under this Agreement,
the prevailing party shall be entitled to recover costs and attorneys' fees.
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12.2 Relationship of the Parties. The parties hereto expressly
understand and agree that each party is an independent contractor in the
performance of each and every part of this Agreement, is solely responsible for
all of its employees and agents and its labor costs and expenses arising in
connection therewith. Neither party nor its agents or employees are the
representatives of the other party for any purpose and neither party has the
power or authority as agent, employee or any other capacity to represent, act
for, bind or otherwise create or assume any obligation on behalf of the other
party for any purpose whatsoever.
12.3 Assignment. Neither this Agreement nor any rights, licenses
or obligations hereunder, may be assigned by either party without the prior
written consent of the non-assigning party, provided such approval shall not be
unreasonably withheld or denied. Notwithstanding the foregoing, either party may
assign this Agreement to any acquirer of all or of substantially all of such
party's equity securities, assets or business related to the subject matter of
this Agreement. Any attempted assignment in violation of this Agreement shall be
void and without effect.
12.4 Amendment and Waiver. Except as otherwise expressly provided
herein, any provision of this Agreement may be amended or modified and the
observance of any provision of this Agreement may be waived (either generally or
any particular instance and either retroactively or prospectively) only with the
written consent of the parties. The failure of either party to enforce its
rights under this Agreement at any time for any period shall not be construed as
a waiver of such rights.
12.5 Severability. In the event that any of the provisions of
this Agreement shall be held by a court or other tribunal of competent
jurisdiction to be unenforceable, such provisions shall be limited or eliminated
to the minimum extent necessary so that this Agreement shall otherwise remain in
full force and effect and enforceable.
12.6 Counterparts. This Agreement may be executed in two
counterparts, each of which shall be an original and together which shall
constitute one and the same instrument.
12.7 Notices. Any notice required or permitted to be given by
either party under this Agreement shall be in writing and shall be personally
delivered or sent by a nationally recognized commercial courier service (e.g.,
DHL) to the other party at its address first set forth above, or such new
address as may from time to time be supplied hereunder by the parties hereto.
12.8 Entire Agreement. This agreement constitutes the entire
agreement of the parties hereto with respect to the subject matter hereof and
supersedes any and all prior agreement, written and oral, with respect thereto.
No change, amendment or modification of any provision of this agreement shall be
valid unless set forth in a written instrument signed by both parties.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
Effective Date. All signed copies of this Agreement shall be deemed originals.
Oak Technology, Inc.
By: /s/ Xxxxx J Power
Name: Xxxxx J Power
Title: Vice President General Counsel
& Secretary 12-29-2000
TVIA, Inc.
By: /s/ Xxxx Xxxxx
Name: Xxxx Xxxxx
Title: President
12/29/2000
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EXHIBIT A
CHIP TECHNOLOGY
1. 317 Oak Technology Chip ("Warp Chip") and the working directories of its
successor chip, including the following:
WARP (both WARP 5 and WARP 7) Deliverables
Documentation (electronic versions and hard copies)
Architecture
Module Spec
Detailed Module documentation
Test benches and environment
RTL Code
Schematics of Custom Circuits
Triple Port RAM
Quickturn Emulation Board and Environment (including schematics)
WARP 5 Reference Board and Schematics
Simulation Environment
C Codes
Scripts
Models
Test Vectors
Software Drivers
Software Tools for WARP Demos
WARP Demo Environment and Database
WARP 5 Boards in Inventory (3) for Testing
Besides specific deliverables outlined above, WARP deliverables include all
libraries/models/scripts/code necessary to duplicate synthesis, simulation, and
emulation of the designs (both WARP 5 and WARP 7)
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EXHIBIT B
SOFTWARE TECHNOLOGY
1. 317 Driver software
2. Bios Software
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