PALMCHIP TECHNOLOGY LICENSE AGREEMENT
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Palmchip/Wintegra
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PALMCHIP
TECHNOLOGY LICENSE AGREEMENT
1. THE
PARTIES
The
parties to this Technology License Agreement ("Agreement") are PALMCHIP
CORPORATION ("Licensor") and WINTEGRA CORPORATION ("Licensee") both having
principal places of business at the addresses specified in the signature blocks
below.
In
consideration of the mutual promises contained herein, the parties hereby agree
as follows:
2. DEFINITIONS
"Affiliate"
shall mean any corporate entity, which, directly or indirectly, through one
or
more intermediaries, controls or is controlled by, or is under common control
with, another corporate entity, where "control means voting power over at least
(50%) of the voting securities of such entity.
"Assignment
Fee" shall mean the fee that Licensor shall receive from either Licensee or
any
assignee (the amount of which shall be determined at Licensor's sole discretion)
(and which may include additional royalty fees, License fees and/or other fees))
prior to Licensee being permitted to assign this agreement.
"Authorized
Users" shall mean those corporations that are specifically authorized by the
terms of this agreement to use the licenses granted herein, provided that
Licensee has satisfied all required prerequisites including having paid all
required fees (pursuant to the terms of this agreement).
"Confidential
Information" shall mean the specific terms of this Agreement, User
Documentation, pricing information or information concerning new products,
trade
secrets, and other intellectual property information; and any business,
marketing or technical information disclosed in relation to this Agreement
and
identified as confidential by, or proprietary to, the disclosing party.
"Confidential Information" shall not include information (i) already in the
possession of the receiving party without an obligation of confidentiality;
(ii) hereafter rightfully furnished to the receiving party by a third party
without a breach of any separate nondisclosure obligation; (iii) publicly
available without breach of this Agreement (i.e. information in the public
domain); (iv) released for disclosure by the receiving party with the
written consent of the disclosing party; (v) furnished by the disclosing
party to a third party without restriction on subsequent disclosure; or (vi)
independently developed by the receiving party without reliance on the
Confidential Information. The parties expressly agree that the Source Code
for
Licensor's Products is Licensor's intellectual property and is Confidential
Information.
"Derivative
works" shall mean derivatives of Intellectual Property, which term shall
include: the transformation, adaptation, translation, abridgment, revision
or
other forms in which an existing work can be recast, transformed or adapted.
It
shall also include the improvement of any patentable or patented work material
and/or any new material derived from an existing trade secret or intellectual
property.
"Effective
Date" shall mean the date this Agreement is signed by both parties.
"End
User" shall mean any third party individual, business or governmental customer
of Licensee, or of a Sublicensee, that acquires one or more copies of Licensor's
Products for personal or internal business use.
"Export
Laws" shall mean all laws, administrative regulations, and executive orders
of
any applicable jurisdiction relating to the control of imports and exports
of
commodities and technical data, including without limitation, the Export
Administration Regulations of the U.S. Department of State, and the Enhanced
Proliferation Control Initiative.
"Identity"
shall mean name and address.
"Intellectual
Property" shall mean any patents, patent rights, trade marks, service marks,
registered designs, topography or semiconductor maskwork rights, applications
for any of the foregoing, copyright, trade secret rights, unregistered design
rights, any Intellectual Property Derivative works, contract and licensing
rights and any other similar protected rights of either party in any country,
territory or other jurisdiction.
"Licensor's
Products" shall mean those Licensor Products made available from Licensor as
set
forth in Exhibit A, which includes without limitation installation scripts
and User Documentation, and all enhancements, bug fixes, updates, new versions,
ports, localized versions and other modifications made for such products that
may be provided to Licensee pursuant to the terms of this
Agreement.
"Licensee's
I2C Products" shall mean any silicon chip, developed or produced by Licensee
that has instantiated within such product, any Licensor Product set forth in
exhibit A(1), including bug fixes, enhancements and updates that do not change
the functionality of the chip. For the avoidance of doubt, a Licensee Uart
Product that includes circuitry which is materially different from, or
functionality which is not identical to, the circuitry or functionality included
within another Licensee Uart Product, whether in terms of structure, sequence,
physical layout or otherwise, shall constitute a separate Licensee
Product.
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"Multi
Use License" shall mean Licensee's Authorized Users are permitted by the
licenses granted in this agreement to use up to five separate Single use
licenses provided that Licensee abides by the terms of this agreement and has
paid any and all required fees pursuant to the terms of this
agreement.
"Perpetual
Use License" shall mean Licensee's Authorized Users are permitted by the
licenses granted in this agreement to use an unlimited number of Single use
licenses provided that Licensee abides by the terms of this agreement and has
paid any and all required fees pursuant to the terms of this
agreement.
"Products"
shall mean both Licensor's and Licensee's Products.
"Site"
shall mean the specific geographic location where Licensee does business (which
is identified in Paragraph 3 (f) herein), which is the only location where
Licensee may exercise the licenses granted from Licensor under this
agreement.
"Single
Use License" shall mean Licensee's Authorized Users are permitted by the
licenses granted in this agreement to develop only one of Licensee's I2C
Products.
"Silicon
Chip" shall mean a silicon chip that is not incorporated into a system, but
instead is sold by Licensee separately as a stand alone chip to its
customers.
"Silicon
Chip System" shall mean a silicon chip that is NOT sold separately by Licensee
as a stand alone chip to its customers, but instead is incorporated into a
system and product and sold only as part of such system and
product.
"Software"
shall mean the underlying computer program in object code and source code,
including the Verilog Source Code, Models, Tools and Test, or other code which
(i) comprises a product, (ii) is readable by human beings when
displayed on a monitor or printed on paper, regardless of the media on which
the
product is stored, (iii) must be translated by a process generally known as
compiling into Object Code before the product can be executed by a computer
and
(iv) that contains test suites and test plans.
"Sublicensee"
shall mean, as the context requires, any third party to whom Licensee
distributes the Products either for its own use or for further
distribution.
"Sublicense
Agreement" shall mean a license agreement substantially conforming to that
agreement set forth in exhibit K.
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"Technical
Incident Event" shall mean that Licensee's point of contact has logged a support
inquiry with Licensor's technical staff.
"User
Documentation" shall mean the user manuals and other related materials,
including without limitation, any training materials, installation documentation
and documentation for Source Code, in whatever medium regarding the proper
installation and use of the Products described therein, in each of the supported
languages, and all updates, new versions and any other modifications made to
such materials. Specifically, User Documentation shall include appropriate
installation scripts for the Products as well as instructions for duplicating
the installed script's actions for the Products in order to allow Licensee
to
write equivalent code and integrate it into Licensee's installation
programs.
3. LICENSE
GRANTS AND RESTRICTIONS
a) License
Grant.
Subject
to Licensee's compliance with the terms and conditions of this agreement,
Licensor hereby grants to Licensee pursuant to paragraphs 3 (b) and (f), one
non-transferable, non-exclusive, Single Use License to:
i) use,
copy, and modify the Licensor Products set forth in Exhibit A (1), solely
for the purposes of designing, developing and manufacturing (as well as having
manufactured) Licensee I2C Products;
iii)
offer for sale, sell, import, supply and distribute (and have distributed)
Licensee's I2C Products as a Silicon Chip;
b) License
Restrictions.
Unless
otherwise expressly indicated by the terms of this agreement, all of the
licenses granted to Licensee and all options to purchase licenses that have
been
granted to Licensee in this Agreement, are granted only to the Authorized Users
specified in exhibit J (1). For the avoidance of doubt, unless otherwise
indicated herein, only those Authorized Users identified in exhibit J (1)
may use the licenses and options granted herein.
c) License
Not Granted.
For the
avoidance of doubt, no right is granted to Licensee to sublicense the rights
licensed to Licensee under this agreement.
d) Notification
of Product Development.
Within
45 days of the date that Licensee has developed any Licensee Product and has
made it available for sale, Licensee shall inform Licensor in writing of the
existence of such product, which shall include a description of the product
and
how it functions.
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e) Ownership
of Licensor's product.
Licensee shall have no other rights with respect to Licensor's Products or
the
Intellectual Property Rights of Licensor. In particular, Licensee shall not
have
the right to (1) make derivative works of Licensor's product other than
creating Licensee Products, or (2) reverse engineer such Licensor
Product.
i) Licensee
shall not and shall not permit any person or entity within its control to use
Licensor's Product or the Intellectual Property Rights of Licensor for any
purpose other than that which is expressly set forth in this agreement as
specifically restricted by the licenses granted in this agreement.
ii) If
Licensee is permitted under the terms of this agreement to have manufactured
Licensor's Products, Licensee shall first have such manufacturer and/or
sublicensee sign the Non Disclosure Agreement attached as exhibit F. Licensee
shall send Licensor a copy of such agreement within 30 days after such agreement
is executed.
iii) Licensee
hereby agrees that it will make all reasonable efforts to prevent and/or stop
any sublicensee from violating any of the obligations set forth in paragraphs
2(e) (i) and/or 2(e) (ii), and prevent any third party from violating any of
the
terms of this agreement pursuant to an Authorized assignment.
vii)
Scope
of License.
Unless
otherwise indicated in this agreement, the Licenses granted to Licensee under
this agreement to create and/or produce any Licensee products are all granted
specifically under the scope of the license granted. Any license granted to
Licensee shall terminate when Licensee has exceeded the scope of the specific
licenses granted.
f) Site.
The
sites where Licensee may exercise the licenses granted under this agreement
are:
0000 Xxxxx XxXxx Xxxxx, Xxxxx 000, Xxxxxx, XX 00000 and Xxxx Xxxxxx 0 Xxxx'xxxx
Xxxxxx, Xx'xxxxx Xxxxxxxxxx Xxxx, 00000, Israel.
g) Affiliates.
Pursuant to clause 24(a)(i) below, Affiliates of Licensee shall have the same
rights under this Agreement as Licensee. In exercising such rights, such
Affiliates shall be bound by all of the obligations of Licensee hereunder that
pertain thereto. Licensee shall be responsible for ensuring that its Affiliates
comply with the terms and conditions of this Agreement.
4. PROPRIETARY
RIGHTS
a) Palmchip
Technology. Except as otherwise specifically provided in this Agreement or
in
any technology schedule, Licensor reserves all right, title and interest in
the
Licensor Products, Intellectual Property and other designs, data, documentation,
technology, and/or know-how developed by Licensor. Licensee shall own all right,
title and interest in to each Licensor I2C Product, subject to Licensor's rights
in the underlying original Palmchip Technology.
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5. FEES
AND ROYALTIES (PRIMARY AUTHORIZED USERS)
a) Single
Use License Fees.
Subject
to paragraph 2 (b), in consideration of Licensee being granted a Single Use
License, Licensee shall pay to Licensor the License fees set out in
exhibit C (1), the maintenance fees set out in exhibit C (1) (b), the
support fees set out in exhibit C (1) (c), the Royalty fees set out in
exhibit D, and the engineering fees set out in exhibit B. Said fees
are due in accordance with the milestones set out in the aforementioned
exhibits.
6. FEES
AND ROYALTIES (ADDITIONAL AUTHORIZED USERS)
a) N/A
7. OPTIONAL
MULTI AND/OR PERPETUAL USE LICENSES
a) Subject
to the terms of this agreement, including exhibit K, Licensor shall have
the right to obtain a Perpetual Use License and/or a Multi Use
License.
8. LATE
FEES, TAXES AND EXPORTS
a) All
sums
not paid when due shall accrue interest daily at the lesser of a monthly rate
of
[†]
or the
highest rate permissible by law on the unpaid balance until paid in full. If
any
payment is not received within 30 days of its due date, a separate late charge
(other than interest) shall be due to Licensor by Licensee at a rate of [†] per
month from the original due date or the maximum rate permitted by law, whichever
is less, for each month or portion thereof that the outstanding balance remains
unpaid.
b) Exports
and Reexports.
Licensee hereby assures Licensor that it will not export or re-export directly
or indirectly (including via remote access) any part of the Licensor's Products
or any Confidential Information to any country for which a validated license
is
required under the Export Laws without first obtaining a license.
[†] Information
redacted pursuant to a confidential treatment request by Wintegra, Inc. under
17
CFR §§ 200.80(b)(4) and 230.406 and submitted separately with the Securities and
Exchange Commission.
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c) Taxes.
It is
Licensee's responsibility to pay any state and federal sales, value added taxes,
use or other taxes or custom and duty charges due as the result of this
Agreement, except those taxes with respect to Licensor's income. All payments
due by Licensee shall be made to Licensor without any deduction for taxes,
duties, fees, or charges of any kind.
9. REPORTS
a) Maintenance
of Records.
Licensee shall maintain appropriate books of its accounts and records in
accordance with generally accepted accounting principals of the United States,
which shall include inventory records. Licensee shall also make accurate entries
concerning all transactions relevant to this agreement, including documentation
relating to the creation of Licensee Products and the revenues received by
Licensee on account of the distribution of Licensee Products.
b) Auditing
Rights.
Licensor shall have the right, on reasonable notice to the Licensee, at its
own
cost and no more than once per year, through its independent auditor, to
inspect, examine, take extracts, and make copies from the Licensee's Records,
at
a mutually agreed upon time during Licensee's normal business hours, only to
the
extent reasonably necessary to verify the number of Products produced and/or
the
payments made under this Agreement. Licensor shall have the further right during
the term of this Agreement, and for three years after the termination of this
agreement, on reasonable notice to the Licensee, through Licensor's independent
agent, to enter the premises of the Licensee and with the assistance of the
Licensee, which assistance shall not be unreasonably withheld, to obtain
information only to the extent reasonably necessary to verify compliance by
the
Licensee with all terms and conditions of this Agreement, including, without
limitation, to verify how many Licensee Products have been created by Licensee,
how the Products are being used by the Licensee and to verify what measures
have
been taken by Licensee to protect the Intellectual Property and confidential
information of Licensor.
i) If
upon
inspection of the Records of the Licensee, Licensor discovers that Licensee
failed to disclose to Licensor that it had created any Licensee Product,
Licensee shall bear Licensor's reasonable costs in connection with such
inspection, including all reasonable legal and audit fees. Furthermore, Licensee
shall pay within 30 days of such discovery, Licensor's then current value of
the
Intellectual Property Rights that were used by licensee concerning such Licensee
Product.
10. SOURCE
CODE
a) Licensee
recognizes that part of Licensor's Products may include source code, and that
such source code is the Intellectual Property and confidential information
of
Licensor in which the Licensor owns the Intellectual Property
Rights.
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b) Licensee
shall take adequate security measures to protect the rights of Licensor in
its
source code, including without limit, keeping detailed records of the location
of any source code, and if any copies made, by giving access to the source
code
to its employees on a need-to-know basis and by keeping records of all instances
where non-Licensor source code is added to the source code of Licensor through
exercise of any Development Rights granted to Licensee in this
Agreement.
c) Licensor
shall have the right, upon reasonable notice to Licensee, during the term of
this Agreement, through its independent agent, to attend at the premises of
Licensee to verify and confirm what use has been made by Licensee of Licensor's
source code and the measures taken by the Licensee to protect the source code.
Licensor shall have the right to request Licensee to make all necessary changes
to Licensee's procedures regarding the source code if such inspection by the
Licensor reveals that Licensee has not been taking appropriate measures with
respect to the source code.
d) The
failure of the Licensee to take adequate security measures to protect Licensor's
Product, including but not limited to the source code, shall constitute a
material breach of this Agreement allowing Licensor to terminate this Agreement
pursuant to paragraph 19.
e) Returning
Licensor's Netlist.
Licensee shall return any unencrypted netlists that it receives from Licensor
pursuant to this agreement within 90 days after receiving such
netlist.
11. TECHNICAL
SUPPORT
a) Subject
to Licensee's compliance with the terms, of this agreement and subject to
Licensee's Payment of the support fees set out in exhibit H, Licensor shall
provide the support services set out in Exhibit H.
12. MAINTENANCE
SERVICES
a) Subject
to Licensee's compliance with the terms of this agreement, and subject to
Licensee's Payment of the maintenance fee set out in exhibit C, Licensor shall
provide the maintenance services set out in Exhibit I.
13. ENGINEERING
SERVICES
a) Subject
to Licensee's compliance with the terms of this agreement, including
exhibit B, Licensor shall provide the engineering services set out in
Exhibit B.
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14. DELIVERY
OF LICENSOR PRODUCTS
a) Deliverables.
Pursuant to compliance by licensee with the terms of this agreement, Licensor
shall deliver to Licensee the authorized Licensor Products set forth in
Exhibit A.
15. RELATIONSHIP
a) Marketing
Efforts And Publicity.
Licensee agrees to abide by the promotional obligations contained in
Exhibit E.
b) Review
of Relationship.
After
the first anniversary of the Effective Date and/or within 30 days of each
anniversary thereafter, Licensee and Licensor shall meet to review the
relationship between the parties as set forth in this Agreement. Such review
shall be conducted in good faith and shall include without limitation the
following areas: products, computer systems, support, maintenance, marketing
and
publicity. Changes to the relationship that are agreed to at such meeting shall
be incorporated by the parties into this Agreement by written
amendment.
16. WARRANTY
AND LIMITATION
a) Warranty.
Licensor represents and warrants that:
i) Licensor
hereby warrants that for a period of [†]
from the
delivery of Licensor's Products to Licensee, Licensor's Products will be free
from material defects in the media and will substantially conform to the
specifications in the User Documentation.
ii) The
Licensor's Products when delivered do not include any instructions, algorithms
or code that would cause the Licensee's Products (including any component,
routine, or sub-routine thereof or other data relating thereto) to maliciously:
(i) be modified or damaged, (ii) modify, damage or delete itself or
cause other software, programs, routines or sub-routines or data to be modified,
damaged or deleted, or to modify, damage or delete themselves,
(iii) replicate and propagate itself throughout other software, programs,
routines or sub-routines or data, (iv) search for and consume memory in
computers or transmit data, (v) usurp the normal operation of computer
facilities, or (vi) alter or place itself within or substitute itself for
any of the Licensor's Products or Licensee's Products or any other software
product, including any component, routine, or sub-routine thereof and other
data
relating thereto. Licensee's sole and exclusive remedy for any breach of
warranty shall be for Licensor, as soon as reasonably practicable, to correct
any errors in Licensor's Products and deliver such corrected Licensor Products
to Licensee.
[†]
Information redacted pursuant to a confidential treatment request by Wintegra,
Inc. under 17 CFR §§ 200.80(b)(4) and 230.406 and submitted separately with the
Securities and Exchange Commission.
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III
I2C
Products.
Licensee hereby acknowledges that Licensor has informed Licensee that the
I2C
products are covered by broad patent rights owned by Xxxxxxxx Electronics.
Xxxxxxxx provides non-exclusive licensing opportunities based on standard terms
and conditions. To obtain such a license, Licensee shall call the
following:
Xxxxxx
X.
Xxxxx, Senior Intellectual Property Counsel
Licensing
Services
Xxxxxxxx
Electronics
000
Xxxxx
Xxxxxx Xxxx
Xxxxxxxxx,
XX 00000
(000)
000-0000
b) LIMITATION.
EXCEPT
AS EXPRESSLY INDICATED IN THIS AGREEMENT, LICENSEE ACCEPTS THE PRODUCTS PROVIDED
UNDER THIS AGREEMENT "AS IS," WITH ALL FAULTS AND WITHOUT OTHER WARRANTIES
OR
CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION,
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
17. REMEDIES
a) Indemnification
by Licensor.
Licensor ("Indemnitor") will indemnify, defend and hold Licensee harmless from
and against any and all claims, losses, costs, liabilities and expenses
(including reasonable attorneys' fees), arising as a result of or in connection
with Licensor's alleged infringement of any intellectual property rights arising
from Licensor's products, or for breach of any representations or warranties
provided: (i) Licensee promptly gives written notice of any claim to
Licensor; (ii) at Licensor's expense, the Licensee provides any assistance
that Licensor may reasonably request for the defense of the claim; and
(iii) Licensor has the right to control the defense or settlement of the
claim, provided however, that the Licensee shall have the right to participate
in, but not control, any litigation for which indemnification is sought with
counsel of its own choosing, at its own expense. Additionally, if an injunction
or order issues restricting the use or distribution of any of the Licensor's
Products, or if Licensor determines that Licensor's Products are likely to
become the subject of a claim of infringement or violation of a patent,
copyright, trade secret or other intellectual or proprietary right of any third
party, Licensor shall, at its option and expense: (a) procure the right for
licensee to continue using, reproducing, and distributing Licensor's Products
pursuant to this agreement; or (b) replace or modify the Licensor's
products so that they become noninfringing, provided such modification or
replacement does not materially alter or affect the specifications for or the
use or operation of the Licensor's Products. UNDER NO CIRCUMSTANCE WILL LICENSOR
BE LIABLE TO INDEMNIFY LICENSEE UNDER THIS PROVISION FOR ANY AMOUNT GREATER
THAN
THE FEES PAID UNDER THIS AGREEMENT BY LICENSEE.
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i) Modification
of Licensor's Product.
The
provisions of this paragraph 17 do not extend to any suit based upon an
infringement or alleged infringement of any patent, copyright, trade secret,
mask work, trademarks or other intellectual property rights, which is the result
of: (a) Licensee's manufacturing process (b) any modification of the
Licensor's Products not made by Licensor; or (c) the use of Licensor
Products in combination with other equipment, technology or software not
purchased or licensed from Licensor, provided that such claim would not have
occurred but for such combination, modification or enhancement.
b) Indemnification
by Licensee.
Licensee ("Indemnitor") will indemnify, defend and hold Licensor harmless from
and against any and all claims, losses, costs, liabilities and expenses
(including reasonable attorneys' fees), arising as a result of or in connection
with Licensee's alleged infringement of any intellectual property rights arising
from any of Licensee's products, or for breach of any representations or
warranties provided: (i) the Licensor promptly gives written notice of any
claim to Licensee; (ii) at Licensee's expense, the Licensor provides any
assistance that Licensee may reasonably request for the defense of the claim;
and (iii) Licensee has the right to control the defense or settlement of
the claim, provided, however, that Licensor shall have the right to participate
in, but not control, any litigation for which indemnification is sought with
counsel of its own choosing, at its own expense. Under no circumstance will
Licensee be liable to indemnify Licensor under this provision for any amount
greater than the fees paid under this agreement by Licensee.
18. LIMITATION
OF LIABILITY
a) CONSEQUENTIAL
DAMAGES.
EXCEPT
FOR A BREACH OF CLAUSE 3(e) (i), 10(a) and (b) 17 and 19, OR AS OTHERWISE
EXPRESSLY STATED HEREIN, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE
TO
THE OTHER FOR INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOST
PROFITS), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES. IN NO EVENT SHALL LICENSOR's TOTAL LIABILITY UNDER THIS AGREEMENT,
INCLUDING ITS LIABILITY UNDER SECTION 17 ("INDEMNIFICATION BY LICENSOR"),
EXCEED [†].
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, IN NO EVENT SHALL
LICENSOR BE LIABLE FOR ANY DAMAGES RELATING TO OR RESULTING FROM THE USE OF
PALMCHIP TECHNOLOGY IN PRODUCTS USED FOR AVIATION, MEDICAL, NUCLEAR OR ULTRA
HAZARDOUS PURPOSES OR FOR ANY DAMAGES OWED TO THIRD PARTIES RELATING TO
TECHNOLOGY NOT PROVIDED BY PALMCHIP.
[†]
Information redacted pursuant to a confidential treatment request by
Wintegra,
Inc. under 17 CFR §§ 200.80(b)(4) and 230.406 and submitted separately with the
Securities and Exchange Commission.
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19. CONFIDENTIAL
INFORMATION
a) Confidentiality.
Neither
party shall use or disclose to any person, either during the term or after
the
termination of this Agreement, any Confidential Information of the other party
except for purposes consistent with the administration and performance of a
party's rights or obligations hereunder, or as required by law. Each party
shall
use a commercially reasonable degree of care, but in any event no less than
the
same degree of care it uses regarding its own information of a similar nature,
to avoid disclosure of any Confidential Information of the other
party.
b) Authorized
Disclosure.
Either
party may disclose the general existence and nature of this Agreement, but
may
not disclose the specific terms of this Agreement without the prior consent
of
the other party.
20. TRADEMARKS
a) Licensee
agrees not to remove, delete or destroy any copyright, patent, notice,
trademark, service xxxx, proprietary xxxx or other intellectual property
information placed on Licensor's Products. Licensee shall incorporate
corresponding notices as Licensor may reasonably require on all copies of
Licensor Products used or distributed by Licensee.
22. TERM
AND TERMINATION
a) Term.
This
Agreement and all rights and licenses granted herein will become effective
on
the Effective Date and will remain in effect for a period of four (4) years
from
the effective date (the "term") unless and until it is otherwise terminated
in
accordance with an express provision of this agreement. Upon the mutual written
agreement of the parties (reflected in a document signed by the parties), the
term of this agreement may be renewed for an extended term. Such agreement
shall
not be unreasonably withheld. Upon any non renewal of this agreement after
the
initial or a renewal term, Licensee shall have the right to continue shipping
Licensee Products that were being shipped at the time of non-renewal subject
to
Licensee continuing to pay the royalty fees and other fees required under this
agreement. For the avoidance of doubt, Licensee shall not be entitled to create
any new Licensee Products after the termination of this agreement.
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b) Without
prejudice to any other right or remedy which may be available to it, either
party shall be entitled summarily to terminate this agreement by giving written
notice to the other, if the other party:
i) has
committed a material breach of any of its obligations hereunder which is
incapable of remedy:
ii) has
committed a material breach of any of its obligations hereunder which is capable
of remedy but which has not been remedied within a period of thirty (30) days
following receipt of written notice to do so, including Licensee's failure
to
pay any fees required by this agreement;
iii) has
filed
a petition in bankruptcy;
iv) has
had a
receiver, trustee in bankruptcy or similar officer appointed to take charge
of
all or part of its property; or
v) is
adjudicated a bankrupt.
23. EFFECT
OF TERMINATION
a) Except
as
otherwise expressly provided herein, upon termination of this agreement,
Licensee will (1) immediately discontinue any use and distribution of all
Products, and (2) at Licensor's option, either destroy or return to
Licensor all of Licensor's Confidential Information and/or Licensor's Products
which are in Licensee's possession and/or control, in all forms partial and
complete, in all types of media and computer memory whether or not modified
or
merged with other materials. However, Licensee may use what is necessary to
continue shipping products pursuant to paragraph 22 (a) when
allowed.
b) Within
one month after termination of this Agreement, Licensee will furnish to Licensor
a certificate signed by a duly authorized officer of Licensee indicating that
to
the best of his or her knowledge, information and belief, after a reasonable
inquiry, Licensee has complied with the provisions of clause 23
(a).
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c) Licensee
agrees that in the event of termination through its default, all fees or charges
due for the remaining term of this agreement shall immediately become due and
payable.
d) Survival.
Except
as otherwise indicated in this agreement, Paragraphs 2, 4, 17, 18, 19, 21,
23
and 25 shall survive any expiration or termination of this
Agreement.
24. ASSIGNMENT
a) Assignment.
Neither
party may assign this Agreement without the prior written consent of the other
party, which consent shall not be unreasonably withheld provided that Licensor
is paid the applicable Assignment Fee pursuant to clause (a)(i) of this
paragraph 24. Notwithstanding the foregoing, and provided that Licensor is
paid
the applicable Assignment Fee pursuant to clause (a)(i) of this paragraph 24,
either party may, upon notice to the other party, assign this Agreement and
the
licenses granted hereunder, to (i) any Affiliate of such party,
(ii) any corporation resulting from the consolidation or merger of such
party with or into another corporation, or (iii) any person or entity which
acquires a majority of such party's issued and outstanding capital stock or
substantially all of such party's assets. A transfer of a controlling interest
in a party shall be deemed an assignment of this Agreement by such party. No
assignment shall operate to release any party from liability under this
Agreement. Any purported assignment in contravention of this Clause is null
and
void.
i) Assignment
Fee.
In the
event of any transfer or assignment of any of Licensee's rights or licenses
granted under this Agreement, the transferee/assignee of such rights or licenses
shall pay to Licensor an Assignment Fee. The Assignment Fee would be due and
payable upon Licensor's Approval permitting such a transfer or
assignment.
25. GENERAL
a) Independent
Contractors.
Licensor and Licensee are strictly independent contractors and shall so
represent themselves to all third parties. Neither party has the right to bind
the other in any manner whatsoever and nothing in this Agreement shall be
interpreted to make either party the agent or legal representative of the other
or to make the parties joint ventures.
b) Force
Majeure.
Neither
party shall be responsible for any failure or delay in its performance under
this agreement due to causes beyond its control, including, but not limited
to,
acts of God, acts of civil or military authority, fires, epidemics, floods,
earthquakes, riots, wars, sabotage, third party industrial disputes or
government actions, which are beyond its reasonable control; provided that
the
delayed party: (i) gives the other written notice of such cause promptly,
and in any event within fourteen (14) days of discovery thereof; and
(ii) uses its reasonable efforts to correct such failure or delay in its
performance. The delayed parties time for performance or cure under this clause
shall be extended for a period equal to the duration of the cause.
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c) Recitals,
Section Headings and Singular/Plural Terms.
The
recitals to this Agreement are incorporated herein by this reference. Singular
terms shall be construed as plural, and vice versa, where the context requires.
Section headings are a matter of convenience and shall not be considered part
of
this Agreement.
d) Governing
Law and Venue.
This
Agreement shall be governed by and construed in accordance with the laws of
the
state of California without giving effect to its conflict of laws provisions.
The United Nations Convention on Contracts for the International Sale of Goods
shall not apply to any transactions under this Agreement, whether between
Licensor and Licensee, or between Licensee and any Sublicensee or End User.
Each
party hereby submits to the jurisdiction of the appropriate state or federal
courts in California.
e) Effect
of Invalid Section.
If any
provision of this Agreement is declared invalid by any tribunal, then such
provision shall automatically be adjusted to the minimum extent necessary to
the
requirements for validity as declared at such time and as so adjusted, shall
be
deemed a provision of this Agreement as though originally included herein.
In
the event that the provision invalidated is of such a nature that it cannot
be
so adjusted, the provision shall be deemed deleted from this Agreement as though
such provision had never been included herein. In either case, the remaining
provisions of this Agreement shall remain in effect.
f) Notices.
A
notice shall be delivered by hand, overnight delivery service or registered
or
certified mail, return receipt requested, postage prepaid. A notice shall be
addressed to the other party at the address and to the person listed in
exhibit G (1), or to any other person and/or address which may subsequently
be specified in writing by a party. A notice shall be effective as of the date
it is mailed and/or personally delivered, or if delivery is refused by a party,
the date of such refusal. All payments should be delivered and/or mailed to
the
person at the address specified in exhibit G (2), or to any other person
and/or address which may subsequently be specified in writing by a
party.
g) Interpretation.
The
rule requiring ambiguities to be interpreted against the party that has drafted
an agreement shall not apply to this agreement.
h) Counterparts.
This
agreement may be executed in one or more counterparts, each of which shall
constitute the original, but taken together shall constitute one and the same
document.
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i) Injunctive
Relief.
The
parties acknowledge that any breach of the provisions of paragraphs 3 or 16
of
this Agreement may cause irreparable harm and significant injury to an extent
that may be extremely difficult to ascertain. Accordingly, each party agrees
that the other party will have, in addition to any other rights or remedies
available to it at law or in equity, the right to seek injunctive relief,
specific performance, or similar equitable relief.
j) Entire
Agreement.
This
Agreement is the complete and exclusive statement of the parties to this
Agreement on these subjects, and supersedes all prior written or oral proposals
and understandings relating thereto. This Agreement may only be modified by
a
writing signed by an officer of the party to be bound. This Agreement takes
precedence over any purchase order issued by Licensor or Licensee, which may
be
accepted by the other party for administrative convenience only. If any court
of
competent jurisdiction determines that any provision of this Agreement is
invalid, the remainder of the Agreement will continue in full force and effect.
The offending provision shall be interpreted to whatever extent possible to
give
effect to its stated intent.
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IN
WITNESS WHEREOF, the parties have executed this Agreement as of the Effective
Date.
|
LICENSOR:
|
LICENSEE:
|
|
|
Palmchip
Corporation
|
Wintegra
Corporation
|
|
|
0000
Xxxxxxxx xxxxxx, Xxxxx 000
|
0000
Xxxxx XxXxx Xxxxx, Xxxxx 000,
|
|
|
Xxx
Xxxx, XX 00000
|
Xxxxxx,
XX 00000
|
|
|
/s/
Xxxxxx Xxxxx
|
/s/
Xxxxxx O'Dell
|
|
|
Signature
|
Signature
|
|
|
Name:
Xxxxxx Xxxxx
|
Name:
Xxxxxx O'Dell
|
|
|
Title:
President and CEO
|
Title:
Vice President of Marketing
|
|
|
Date:
2/8/01
|
Date:
6 Feb 2001
|
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EXHIBIT
A
LICENSOR
PRODUCTS (DELIVERABLES)
PURSUANT
TO THE TERMS OF THIS AGREEMENT, LICENSOR SHALL DELIVER TO LICENSEE THE FOLLOWING
PRODUCTS IDENTIFIED IN PARAGRAPH 1 AND 2 BELOW, ALONG WITH ALL OF THE SUPPORT
MATERIALS IDENTIFIED IN PARAGRAPH 3 BELOW:
1. I2C
PRODUCTS
|
SERIAL
I2C
MASTER - PALM-BK-3220
|
Features:
|
·
|
Programmable
general-purpose serial controller
|
·
|
Bi-directional
data transfer
|
|
·
|
Supports
the Synchronous inter-integrated Circuits (I2C)
serial protocol
|
·
|
Device
address may be optionally transmitted with data address
|
|
·
|
Supports
interface clock rate from 50KHz to 5MHz
|
·
|
Programmable
device address width up to 8-bit
|
|
·
|
Fixed
data width of 8-bits
|
·
|
Programmable
address width up to 8-bit
|
|
·
|
1-byte
write and read capability
|
·
|
Sequential
(burst) read or write capability
|
|
·
|
Handshake
with CPU through polled access only
|
·
|
CoraFrame®
SOC integration architecture
|
3. SUPPORT
MATERIALS
a. Verilog,
synthesizable RTL code, Synopsys synthesis scripts, Testbench where applicable
and User Documentation.
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EXHIBIT
B
DESIGN
AND ENGINEERING SERVICES
1. FEES
a) If
Licensee desires to receive any engineering services from Licensor (other than
basic support services provided during the paid maintenance period), it shall
submit a purchase order to Licensor for such services and shall pay Licensor
at
Licensor's then current engineering rate for such requested
services.
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EXHIBIT
C
LICENSE
FEES AND PAYMENTS
1. MULTI
USE LICENSE AND ASSOCIATED FEES:
a) License
Fee.
Pursuant to the term of this Agreement, Licensee shall pay to Licensor an
initial license fee in the amount of:
[†]
I)
When
License fee is due.
[†]
shall be delivered to Licensor within five days of the effective date of this
agreement.
b) Maintenance
Fee.
Licensee has declined the right to receive any support and maintenance other
than the initial support which will be offered for the first thirty (30) days
following the execution of this agreement.
II)
Renewal
of maintenance services.
Licensee shall notify Licensor of its intent to purchase a year of Maintenance
services, and within 10 days of receiving Licensor's then current yearly
required maintenance fee, shall pay to Licensor, Licensor's then current yearly
required maintenance fee. The manner in which maintenance service shall be
performed is specified in exhibit I.
c) Support
Fee.
Upon
payment of any required maintenance fee, Licensee shall provide Licensee support
Services in the manner specified in exhibit H. All fees shall be paid in
the manner specified in exhibit H
[†]
Information redacted pursuant to a confidential treatment request by Wintegra,
Inc. under 17 CFR §§ 200.80(b)(4) and 230.406 and submitted separately with the
Securities and Exchange Commission.
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EXHIBIT
D
ROYALTY
FEES
1. PER
PRODUCT ROYALTY SCHEDULE
N/A
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EXHIBIT
E
PROMOTIONAL
OBLIGATIONS
1. Licensee
agrees to publicly announce the licensing of Licensor's Products through a
joint
press release (or in its own press release after receiving Licensor's approval)
within 30 days after the announcement of the first Licensee
Product.
2. Licensor
will have the right, using its normal promotional practices, to independently
announce and refer to any Licensee Products that Licensee has
announced.
3. Licensee
agrees (upon request) to provide its logo to Licensor to assist Licensor in
promoting the parties relationship and activities that refer to Licensee
Products.
4. Licensee
agrees not to use Licensor's trademarks in a manner other than specified by
Palmchip.
5. Licensee
agrees to allow Licensor to use Licensee's company name/logo on Licensor's
website as a "newly licensed customer." Licensor cannot describe the specific
Licensee Product until such product is released.
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EXHIBIT
F
PALMCHIP
TECHNOLOGY NONDISCLOSURE AGREEMENT
This
Non-Disclosure Agreement is made this _______ day of___________________, 2000
(the "Effective Date") BETWEEN PALMCHIP CORPORATION, a Delaware corporation,
with offices located at 0000 Xxxxxxxx xxxxxx, xxxxx 000, Xxx Xxxx, Xxxxxxxxxx,
00000 ("PALMCHIP") and __________________ CORPORATION, with offices located
at
__________________________________________ ("RECIPIENT").
IT
IS HEREBY AGREED
as
follows:
1. "Confidential
Information'' shall mean any and all of the following information of Palmchip:
technical and business information, data and processes, whether tangible or
intangible, including, without limitation, any and all techniques, discoveries,
inventions, processes, copyrights, copyright applications, know-how, trade
secrets, and software programs disclosed by Wintegra or Palmchip hereunder.
Confidential Information shall include, but its not limited to, the Confidential
Information described in Part A of Schedule 1 of this Agreement and
any notes, extracts, analyses, or materials prepared by Recipient which are
copies of any Confidential Information or from which the substance of such
information can be inferred or otherwise understood. Recipient acknowledges
that
Palmchip entered into an agreement with Wintegra pursuant to which Palmchip
granted Wintegra a license to have manufactured (provided that such
manufacturers signs this Non Disclosure Agreement) certain Wintegra products
that Wintegra hopes to have instantiated with Confidential Information.
Recipient hereby declares that it has entered into a written agreement with
Wintegra to assist Wintegra in the manufacturing of Wintegra products which
shall incorporate Palmchip Technology by participating only in the testing
process of the aforementioned Wintegra products. Notwithstanding anything to
the
contrary in this agreement, Recipient hereby acknowledges that Wintegra does
not
have the authority to deliver Palmchip's RTL to Recipient, except that Wintegra
may deliver to Recipient the GDSII file of an entire Wintegra
Product.
2. Except
as
expressly permitted herein, the Recipient shall maintain in confidence and
not
disclose Confidential Information on the later to occur of the date (a) 15
years following the date of this Agreement or (b) 15 years following the
date that Confidential Information is last disclosed and/or
received.
3. The
Recipient shall have the right to use Confidential Information solely for the
purpose (the "Permitted Purpose") specified at the end of this Agreement in
schedule 1 (b). Pursuant to schedule 1 (b), the Recipient shall disclose
Confidential Information only to those of its employees who have a need to
know
such information for the Permitted Purpose. Recipient shall inform all such
personnel of its obligations of confidentiality set forth in this
Agreement.
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4. The
Recipient agrees not to reproduce or copy by any means Confidential Information,
except as reasonably required to accomplish the Recipient's Permitted Purpose.
Upon termination of Recipients Agreement with Wintegra, or upon notice from
Palmchip that (i) Wintegra is in breach of the Palmchip/ Wintegra
Agreement, (ii) that Recipient is in breach of the this agreement, or
(iii) that the Palmchip/ Wintegra agreement has terminated, the Recipient's
right to use Confidential Information, as granted in Paragraph 3 above, shall
immediately terminate. In addition, upon such termination, or request the
Recipient shall return promptly to Wintegra but Palmchip, should this agreement
terminate pursuant to clause 4 (i), 4 (ii) and 4 (iii), all tangible
materials that disclose or embody Confidential Information.
5. The
Recipient shall not remove any proprietary rights legend from Confidential
Information.
6. The
Recipient acknowledges that Confidential Information may still be under
development, or may be incomplete, and that such information may relate to
products that are under development or are planned for development. PALMCHIP
MAKES NO WARRANTIES REGARDING THE ACCURACY OF THE CONFIDENTIAL INFORMATION.
PALMCHIP ACCEPTS NO RESPONSIBILITY FOR ANY EXPENSES, LOSSES OR ACTION INCURRED
OR UNDERTAKEN BY THE RECIPIENT AS A RESULT OF THE RECIPIENT'S RECEIPT OR USE
OF
CONFIDENTIAL INFORMATION.
7. Other
than as expressly specified herein, Palmchip grants no license to the Recipient
under any copyrights, patents, trademarks, trade secrets or other proprietary
rights to use or reproduce Confidential Information. Additionally, Recipient
shall not and shall not permit any person or entity within its control to use
Palmchip's Confidential Information and/or any intellectual property rights
of
Palmchip for any purpose other than that which is expressly set forth in this
Agreement as specifically restricted by this Agreement.
8. Recipient
expressly disclaims any ownership or other interest in the confidential
information, intellectual property and other proprietary rights of
Palmchip.
9. Confidential
Information shall not include any information that the Recipient can demonstrate
to writing:
(a) was
in
the Recipient's possession without confidentiality restriction prior to
Recipient's receipt of Confidential Information pursuant to this agreement,
the
Palmchip/Wintegra agreement and/or its agreement with Wintegra;
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(b) was
generally known in the trade or business in which it is practiced by Palmchip
at
the time of disclosure to the Recipient hereunder, or becomes so generally
known
after such disclosure, through no act of the Recipient;
(c) has
come
into the possession of the Recipient without confidentiality restriction from
a
third party and such third party is under no obligation to Palmchip and/or
any
other company to maintain the confidentiality of such information;
or
(d) was
developed by the Recipient independently of and without reference to
Confidential Information.
10. This
Agreement expresses the entire agreement and understanding of the parties with
respect to the subject matter hereof and supersedes all prior oral or written
agreements, commitments and understandings pertaining to the subject matter
hereof. Any modifications of or changes to this Agreement shall be in writing
and signed by both parties.
11. This
Agreement shall be governed by the laws of the State of California without
giving effect to its conflict of laws provisions. Each party hereby submits
to
the jurisdiction of the appropriate state or federal courts in California.
With
the exception of PALMCHIP'S rights to enforce its Intellectual Property Rights
and the confidentiality obligations under this Agreement, all disputes arising
out of this Agreement shall be subject to the exclusive jurisdiction and venue
of the state and federal courts located in Santa Xxxxx County, California,
and
the parties consent to the personal and exclusive jurisdiction and venue of
these courts.
12. Unless
earlier terminated in accordance with the provisions herein, this Agreement
shall remain in full force and effect until Wintegra, whereupon it shall expire.
In the event this Agreement is terminated, its provisions shall survive, for
the
Non-Disclosure Period, with respect to Confidential Information.
13. Recipient
shall not remove any proprietary, copyright, mask work, trade secret or other
legend from any form of Information.
14. Neither
party shall publicize the existence or any of the terms and conditions of this
Agreement without the prior written permission of the other party.
15. Recipient
acknowledges that in the event of an unauthorized use, reproduction,
distribution or disclosure of any information, Palmchip will not have an
adequate remedy at law, and, therefore, injunctive or other equitable relief
would be appropriate to restrain such use, reproduction, distribution or
disclosure, threatened or actual.
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16. Neither
this Agreement nor any rights or obligations under this Agreement,in whole
or in
part, shall be assignable or otherwise transferable by Recipeint.
IN
WITNESS WHEREOF
the
parties have caused this Agreement to be executed by their duly authorized
representative:
|
PALMCHIP
CORPORATION:
|
|
By:
|
|||
|
|
|||
| Name: Xxxxx X. Xxxx | |||
| Title: General Counsel | |||
| Date: | |||
|
|
|||
|
RECIPIENT:
|
|||
|
By:
|
|||
|
|
|||
| Name: | |||
|
|
|||
| Title: | |||
|
|
|||
| Date: | |||
|
|
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SCHEDULE
1
A CONFIDENTIAL
INFORMATION IS ANY INFORMATION RELATING TO OR DERIVED FROM THE
FOLLOWING:
|
SERIAL
I2C
MASTER - PALM-BK-3220
|
Features:
|
·
|
Programmable
general-purpose serial controller
|
·
|
Bi-directional
data transfer
|
|
·
|
Supports
the Synchronous inter-integrated Circuits (I2C)
serial protocol
|
·
|
Device
address may be optionally transmitted with data address
|
|
·
|
Supports
interface clock rate from 50KHz to 5MHz
|
·
|
Programmable
device address width up to 8-bit
|
|
·
|
Fixed
data width of 8-bits
|
·
|
Programmable
address width up to 8-bit
|
|
·
|
1-byte
write and read capability
|
·
|
Sequential
(burst) byte read or write capability
|
|
·
|
Handshake
with CPU through polled access only
|
·
|
CoraFrame®
SOC integration architecture
|
B. PERMITTED
PURPOSE
1. USING
NECESSARY CONFIDENTIAL INFORMATION ON WINTEGRA'S BEHALF TO CONDUCT REASONABLY
REQUIRED TESTS DURING THE MANUFACTURING PROCESS OF WINTEGRA PRODUCTS SOLELY
FOR
WINTEGRA, ANY MATERIALS AND/OR INFORMATION GATHERED AND/OR GENERATED AS A RESULT
OF THE RECEIPT OF ANY CONFIDENTIAL INFORMATION SHALL BE PROVIDED SOLELY TO
WINTEGRA.
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EXHIBIT
G
Notices,
payments and Amendments
1. NOTICES
a) Notices
shall be sent to the following addresses and telecommunications
numbers:
i) In
the
case of Licensor:
Palmchip
Corporation
0000
Xxxxxxxx Xxxxxx, Xxxxx 000
Xxx
Xxxx,
XX 00000
Attention
of: Xxxxx X. Xxxx, General Counsel
E-mail: xxxxx@xxxxxxxx.xxx
Facsimile: 000-000-0000
Phone: 000-000-0000
ii) In
the
case of Licensee:
Wintegra
Corporation
Xxxx
Xxxxxx 0 Xxxx'xxxx Xx.,
Xx'xxxxx
Xxxxxxxxxx Xxxx, 00000 Israel
Attention
of: Xxxxxx O'Dell
E-mail: Xxxxxx@Xxxxxxxx.xxx
Phone: 000-0-000-0000
2. PAYMENTS
a) All
payments do to Licensor under this agreement shall be sent to the following
person at the following address:
Palmchip
Corporation
Attention
of Xxxx Xxxxx, Vice President
0000
Xxxxxxxx Xxxxxx, Xxxxx 000
Xxx
Xxxx,
XX 00000
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EXHIBIT
H
SUPPORT
SERVICE AND FEES
1. SCOPE
OF SUPPORT
a) Pursuant
to the terms of this agreement, Licensor shall provide Licensee technical
support via telephone, e-mail responses and fax responses by qualified personnel
during Licensor's normal technical support business hours. Such support shall
be
provided to Licensee's engineers who have questions regarding Licensor's
products.
b) Length
of Support.
Each
year of paid support shall entitle Licensee to receive a total of up to 75
hours
of support. Any other support shall be charged at the design service rate
pursuant to exhibit B.
c) Support
to sublicensee's.
For the
avoidance of doubt, Licensor is under no obligation to provide support and/or
maintenance services to any of Licensee's sub-licensee's.
2. SUPPORT
FEE
a) First
30 days Development Support.
Licensor will provide any requested support services from Licensee's development
engineers involved in the work contemplated under this Agreement to Licensee
[†]
following the Effective Date of this agreement.
b) Yearly
Support.
Licensee has declined to purchase support.
(i) Renewal
of support services.
Within
30 days of the annual anniversary of the effective date of this agreement,
Licensee shall notify Licensor of its intent to purchase an additional year
of
support service, and within 10 days of receiving Licensor’s then current yearly
required support service fee, shall pay to Licensor, Licensor’s then current
yearly required support service fee.
[†]
Information redacted pursuant to a confidential treatment request by
Wintegra,
Inc. under 17 CFR §§ 200.80(b)(4) and 230.406 and submitted separately with the
Securities and Exchange Commission.
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EXHIBIT
I
MAINTENANCE
SERVICE AND FEES
1. SCOPE
OF
MAINTENANCE SERVICE
a) Upon
payment of the maintenance fees as set out in Exhibit C (1) (b), Licensor
shall provide Licensee with all enhancements, bug fixes, updates, new versions
and any other modifications made for the Licensor's Products as they become
generally available, provided that Licensor may exclude any modification,
enhancement or update which Licensor in its sole discretion decides results
in a
new Licensor Product. Licensor shall also provide Licensee with a copy of any
revised User Documentation that is made available from time to time in
connection with such enhancements, bug fixes, updates, new versions and other
modifications.
b) Licensee's
Products.
Licensee shall provide Licensor with such copies of Licensee's Products as
may
be reasonably requested by Licensor to enable Licensor to perform its technical
support and maintenance obligations to Licensee under this Agreement. Such
copies may only be used by Licensor, and then only in connection with the
performance of its obligations under this Agreement. Licensor shall comply
with
the terms of the end user license agreement included with such Licensee's
Products, provided that in the event of any conflict between such end user
license agreement and this Agreement, the terms of this Agreement shall
prevail.
c) Modification
of Licensor's Product.
The
provisions of this exhibit do not extend to any maintenance required as a result
of (1) any modification or enhancement of Licensor's Products not made by
Licensor, or (2) the use of Licensor products in combination with any other
Equipment, technology or software not purchased or licensed from Licensor,
provided that such maintenance would not be required but for such combination,
modification or enhancement.
d) Support
to sublicensee's.
For the
avoidance of doubt, Licensor is under no obligation to provide support and/or
maintenance services to any of Licensee's sub-licensee's.
2. MAINTENANCE
FEE
Licensee
shall pay the Maintenance fees as set forth in exhibit C.
|
Licensor's
Initial _______
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Licensee's
Initial ______
|
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Palmchip/Wintegra
Technology
License Agreement
#201
|
EXHIBIT
J
AUTHORIZED
USERS
1. PRIMARY
AUTHORIZED USERS
a) Pursuant
to paragraph 2 (b), the following shall be the Authorized Users of the Licenses
granted in this agreement:
LICENSEE
|
Licensor's
Initial _______
|
Licensee's
Initial ______
|
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31 -
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Palmchip/Wintegra
Technology
License Agreement
#201
|
EXHIBIT
K
OPTIONAL
PERPETUAL USE LICENSE BUYOUT
1. OPTIONAL
MULTI USE LICENSE
a) During
the term of this agreement, Licensee shall have the option of purchasing a
minimum of [†] Multi Use License for each of the Licensor Products, provided
that Licensee delivers in advance [†]
to
Licensor.
2. PERPETUAL
USE LICENSE BUYOUT FEE
In
the
event that Licensor is acquired by another corporation and/or merges with
another corporation, Licensee shall have the option of purchasing a minimum
of
one Perpetual Use License for the Licensor Products. Licensor shall notify
Licensee of any acquisition or merger within 30 days of such occurrence, and
include in such notification licensor's then current Perpetual Use License
fees
for the Licensor Products. Licensee shall have 30 days after being notified
of
such facts to inform licensor in writing of its decision to purchase a separate
Perpetual Use License for the Licensor I2C Products. Licensee shall pay to
Licensor, licensor's then current Perpetual Use License fees simultaneous with
notice of its intent to purchase such licenses.
[†]
Information redacted pursuant to a confidential treatment request by Wintegra,
Inc. under 17 CFR §§ 200.80(b)(4) and 230.406 and submitted separately with the
Securities and Exchange Commission.
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Licensor's
Initial _______
|
Licensee's
Initial ______
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