Exhibit 10.3
CEVA, INC. TECHNOLOGY TRANSFER AGREEMENT
This Technology Transfer Agreement (this "Agreement"), effective as of
November 1, 2002 (the "Effective Date"), is entered into by and between DSP
Group Inc. ("DSPGI"), a Delaware corporation, and Ceva, Inc. ("Ceva"), a
Delaware corporation and a wholly owned subsidiary of DSPGI.
RECITALS
A. DSPGI is engaged in the business of designing, manufacturing and
marketing high performance digital signal processing integrated circuit devices
for cordless telephone, computer telephony, voice-over-broadband and other
products.
B. Ceva is engaged in the business of developing and licensing to third
parties digital signal processing cores for the manufacture of integrated
circuit devices.
C. DSPGI owns or otherwise holds certain intellectual property rights and
other assets relating to the digital signal processing cores described on
Exhibit A to this Agreement, which intellectual property rights and other
assets it desires to assign to Ceva, and Ceva desires to receive such
assignment of intellectual property rights and other assets from DSPGI, in
accordance with the terms and conditions set forth herein.
AGREEMENTS
Now, therefore, in consideration of the mutual covenants and the other terms
and conditions contained herein, the Parties (as defined below) hereby agree as
follows:
ARTICLE I
DEFINITIONS
In addition to the capitalized terms defined elsewhere in this Agreement,
the following terms shall have the following meanings:
SECTION 1.1. "Additional Necessary Licensed IP" shall mean all technology,
information and materials of any kind, such as designs, development kits,
emulators, tools, libraries, test suites, documentation, parts lists, board
layouts, design materials, databases, know-how, methods, processes, and work in
progress, each to the extent that they are necessary to continue operating the
Licensing Business as currently conducted by the licensing division of DSPGI,
but are not included in the Licensing Business Assets. The parties acknowledge
and agree that the Additional Necessary Licensed IP does not include the
Licensed IP Modules or Process Information.
SECTION 1.2. Affiliate. "Affiliate" of any Person shall mean a Person that
controls, is controlled by, or is under common control with such Person. As
used herein, "control" of a Person means the possession, directly or
indirectly, of the power to direct or cause the direction
of the management and policies of such Person, whether through ownership of
voting securities or other interests, by contract or otherwise. A Person shall
be deemed an Affiliate only for so long as such control exists. Notwithstanding
the foregoing, DSPGI and Ceva shall not be considered Affiliates of each other,
and DSPGI shall not be deemed to control Ceva.
SECTION 1.3. Combination Agreement. "Combination Agreement" shall have the
meaning set forth in the Separation Agreement.
SECTION 1.4. Confidential Information. "Confidential Information" shall
mean the Ceva Confidential Information or DSPGI Confidential Information, as
applicable.
SECTION 1.5. Ceva Confidential Information. "Ceva Confidential Information"
shall mean any and all (a) Existing Cores, Other Transferable Licensing IP,
patent applications and provisional patent applications included in the
Transferable Patents, Other Transferable Assets, Third Party Licenses, Other
Contracts and Employee Proprietary Information Agreements, including all
technology, information and materials included in such items, and (b) other
technology, information and materials related to research, products, services,
hardware or software, inventions, processes, designs, drawings, engineering or
other technology which is supplied or licensed by Ceva (in this capacity, the
"Disclosing Party") to DSPGI (in this capacity, the "Receiving Party") after
the Effective Date and which is designated in writing as proprietary or
confidential (or with a similar designation) or, if disclosed orally or by
demonstration, is designated as confidential or proprietary at the time of
disclosure and summarized in a writing so designated within thirty (30) days of
the initial disclosure. Ceva Confidential Information shall not include,
however, information or material which (i) is or becomes available to the
relevant public other than as a result of a wrongful act or omission by the
Receiving Party, (ii) except with respect to the items described in subsection
(a) above, was available to the Receiving Party (without a duty of
confidentiality owed to the Disclosing Party with respect to such information
or material) prior to its receipt from the Disclosing Party, (iii) becomes
available to the Receiving Party from a Person not otherwise bound by a
confidentiality agreement with the Disclosing Party with respect to such
information or material, or (iv) except with respect to the items described in
subsection (a) above, was independently developed by the Receiving Party.
SECTION 1.6. Ceva Employees. "Ceva Employees" shall have the meaning set
forth in the Separation Agreement.
SECTION 1.7. Ceva Licensed Products. "Ceva Licensed Products" shall mean
digital signal processing cores designed and developed by or for Ceva, its
successors or assigns, and its or their Affiliates, that consist principally of
an Existing Core and that also incorporate one or more of the Licensed Chip
Modules, where such Licensed Chip Modules are bundled with, and are used with,
such Existing Core.
SECTION 1.8. Corage Ltd. Technology Transfer Agreement. "Corage Ltd.
Technology Transfer Agreement" shall mean the Corage, Ltd. Technology Transfer
Agreement of even date herewith by and between Corage, Ltd. and DSP Group Ltd.
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SECTION 1.9. Disclosing Party. "Disclosing Party" shall have the meaning
set forth in Sections 1.5 and 1.10, as applicable.
SECTION 1.10. DSPGI Confidential Information. "DSPGI Confidential
Information" shall mean any and all (a) Licensed IP Modules and Process
Information and all technology, information and materials included in such
items, and (b) other technology, information and materials related to research,
products, services, hardware or software, inventions, processes, designs,
drawings, engineering or other technology which is supplied or licensed by
DSPGI (in this capacity, the "Disclosing Party") to Ceva (in this capacity, the
"Receiving Party") after the Effective Date and which is designated in writing
as proprietary or confidential (or with a similar designation) or, if disclosed
orally or by demonstration, is designated as confidential or proprietary at the
time of disclosure and summarized in a writing so designated within thirty (30)
days of the initial disclosure. DSPGI Confidential Information shall not
include, however, information or material which (i) is or becomes available to
the relevant public other than as a result of a wrongful act or omission by the
Receiving Party, (ii) except with respect to the items described in subsection
(a) above, was available to the Receiving Party (without a duty of
confidentiality owed to the Disclosing Party with respect to such information
or material) prior to its receipt from the Disclosing Party, (iii) becomes
available to the Receiving Party from a Person not otherwise bound by a
confidentiality agreement with the Disclosing Party with respect to such
information or material, or (iv) except with respect to the items described in
subsection (a) above, was independently developed by the Receiving Party.
SECTION 1.11. DSPGI Products. "DSPGI Products" shall mean any products now
or hereafter manufactured, sold or otherwise distributed by, for or under
license from DSPGI, its successors and assigns, or its or their current or
future Affiliates.
SECTION 1.12. Effective Date. "Effective Date" shall have the meaning set
forth in the Preamble.
SECTION 1.13. Existing Cores. "Existing Cores" shall mean the digital
signal processing cores set forth on Exhibit A to this Agreement, including the
designs that constitute such cores.
SECTION 1.14. Governmental Authority. "Governmental Authority" shall mean
any federal, state, local, foreign or international court, government,
department, commission, board, bureau, agency, official or other regulatory,
administrative or governmental authority.
SECTION 1.15. Licensed Chip Modules. "Licensed Chip Modules" shall mean the
chip modules set forth in item G.2 of Exhibit G to this Agreement.
SECTION 1.16. Licensed IP Modules. "Licensed IP Modules" shall mean the
Licensed Chip Modules and the Licensed Software Modules.
SECTION 1.17. Licensed Software Modules. "Licensed Software Modules" shall
mean (a) the software modules set forth in item G.1 of Exhibit G to this
Agreement, and (b) the database set forth in item G.3 of Exhibit G to this
Agreement.
SECTION 1.18. Licensing Business. "Licensing Business" shall have the
meaning set forth in the Separation Agreement.
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SECTION 1.19. Licensing Business Assets. "Licensing Business Assets" shall
have the meaning set forth in the Separation Agreement.
SECTION 1.20. Other Contracts. "Other Contracts" shall have the meaning set
forth in Section 5.2.
SECTION 1.21. Other Intangible Property Rights. "Other Intangible Property
Rights" shall mean copyrights, rights in mask works (including, but not limited
to, the rights protected under 17 U.S.C. (S)(S) 901-914 or any successor
statute), trade secrets, and other rights with respect to confidential or
proprietary information, database rights, and other intellectual property
rights, but specifically excluding (a) patents and patent applications, (b)
trademarks, service marks and trade names, and registrations of, and
applications to register, trademarks, service marks and trade names, and other
rights with respect to source or origin, (c) Internet domain names and
registrations thereof, and (d) rights with respect to the items in clauses (a)
through (c).
SECTION 1.22. Other Transferable Assets. "Other Transferable Assets" shall
have the meaning set forth in Article IV.
SECTION 1.23. Other Transferable Licensing IP. "Other Transferable
Licensing IP" shall mean the development kits, emulators, tools, libraries,
test suites, documentation, parts lists, board layouts, design materials,
databases, work in progress, and other technology and materials set forth in
items B.3 through B.7 of Exhibit B to this Agreement.
SECTION 1.24. Party or Parties. "Party" or "Parties" shall mean DSPGI
and/or Ceva, including their permitted successors and assigns.
SECTION 1.25. Person. "Person" shall mean an individual, a general or
limited partnership, a corporation, a trust, a joint venture, an unincorporated
organization, a limited liability entity, any other entity and any Governmental
Authority.
SECTION 1.26. Process Information. "Process Information" shall mean the
information set forth in item G.4 of Exhibit G to this Agreement.
SECTION 1.27. Products Business. "Products Business" shall have the meaning
set forth in the Separation Agreement.
SECTION 1.28. Receiving Party. "Receiving Party" shall have the meaning set
forth in Sections 1.5 and 1.10, as applicable.
SECTION 1.29. Representative. "Representative" shall mean with respect to a
Person, any and all directors, officers, employees, representatives, or agents
of such Person.
SECTION 1.30. Separation Agreement. "Separation Agreement" shall mean the
Separation Agreement of even date herewith by and among DSPGI, DSP Group Ltd.,
Ceva, Inc., DSP Ceva, Inc. and Corage, Ltd.
SECTION 1.31. Third Party or Third Parties. "Third Party" or "Third
Parties" shall mean any entity other than a Party or an Affiliate of a Party.
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SECTION 1.32. Third Party Licenses. "Third Party Licenses" shall have the
meaning set forth in Section 5.1.
SECTION 1.33. Transferable Domain Names. "Transferable Domain Names" shall
mean the Internet domain names set forth in part B.2.3 of Exhibit B to this
Agreement, including the registrations of such domain names and any rights
under contract (including agreements with domain name registrars) for
registrations of such domain names.
SECTION 1.34. Transferable Licensing IP. "Transferable Licensing IP" shall
mean (a) the Transferable Domain Names, Transferable Marks and Transferable
Patents, and (b) the Other Intangible Property Rights in and to (i) the
Existing Cores and (ii) the Other Transferable Licensing IP.
SECTION 1.35. Transferable Marks. "Transferable Marks" shall mean the
trademarks, service marks and trade names set forth in parts B.2.1 and B.2.2 of
Exhibit B to this Agreement, including any registrations of, and applications
to register, such trademarks, service marks and trade names.
SECTION 1.36. Transferable Patents. "Transferable Patents" shall mean all
patents, patent applications and provisional patent applications (including any
patents issuing in respect of such patent applications and provisional patent
applications) set forth in part B.1 of Exhibit B to this Agreement, together
with any continuations, continuations-in-part, reissues, divisionals and
renewals of any such patents and patent applications and any foreign
counterparts thereof.
SECTION 1.37. Transferring Entities. "Transferring Entities" shall mean
DSPGI and all of its Affiliates immediately prior to the Effective Date, other
than DSP Group Ltd., Corage, Ltd., Ceva, Inc. and their subsidiaries.
ARTICLE II
TRANSFER OF INTELLECTUAL PROPERTY RIGHTS
SECTION 2.1. Assignment. Except only for the rights retained by, or granted
back to, DSPGI (for itself, its successors and assigns, and its and their
current and future Affiliates) elsewhere in this Agreement, DSPGI, on behalf of
itself and the Transferring Entities, hereby irrevocably assigns, sells,
transfers and sets over to Ceva, and its successors and assigns, all right,
title and interest of the Transferring Entities throughout the world in and to
the Transferable Licensing IP, including, but not limited to, all benefits,
privileges, causes of action, and remedies relating to the Transferable
Licensing IP, whether before or hereafter accrued, including, without
limitation, the exclusive rights to (a) apply for and maintain all
registrations, applications, renewals and/or extensions therefor, (b) bring
actions (at law, in equity or otherwise) for all past, present and/or future
infringements or misappropriations thereof, (c) settle and retain proceeds from
any such actions, and (d) grant licenses or other interests therein to any
Person. The foregoing includes (and DSPGI, on behalf of itself and the
Transferring Entities, hereby irrevocably assigns, sells, transfers and sets
over to Ceva, and its successors and assigns) the goodwill and reputation of
the business connected with and symbolized by the Transferable Marks. Ceva
hereby accepts such assignment and assumes (and shall pay, perform and discharge
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when due) all obligations with respect to such Transferable Licensing IP
accruing from and after the Effective Date.
SECTION 2.2. Retention of Certain Rights.
(a) Subject to the terms and conditions of this Agreement, and
notwithstanding Section 2.1, DSPGI retains for itself, its successors and
assigns, and its and their current and future Affiliates (and Ceva hereby
grants to DSPGI, its successors and assigns, and its and their current and
future Affiliates), a nonexclusive, perpetual, irrevocable, royalty-free,
worldwide right and license to prepare derivative works of and otherwise
modify, make, reproduce, sell and otherwise distribute, transmit, import, and
otherwise use and exploit the Transferable Licensing IP (except for the
Transferable Domain Names and Transferable Marks) solely in connection with the
design, development, testing, manufacture, sale and other distribution,
support, and other use and exploitation of DSPGI Products, including the right
and license to prepare derivative works of and otherwise modify, make,
reproduce, sell and otherwise distribute, transmit, import, and otherwise use
and exploit any DSPGI Products based on, incorporating or otherwise using all
or any portion of the Transferable Licensing IP. Subject to the limitations set
forth Section 2.2(b) below, the rights and licenses set forth in this Section
2.2(a) include (i) the right to disclose the Transferable Licensing IP,
provided that such disclosure is solely for use and exploitation in connection
with DSPGI Products and in accordance with the confidentiality obligations set
forth in this Agreement, and (ii) a license under the Transferable Patents to
make, use and sell DSPGI Products. Subject to the limitations set forth in
Section 2.2(b) below, the rights and licenses set forth in this Section 2.2(a)
also include the right to grant licenses and/or sublicenses (with the rights of
the licensees and/or sublicensees to grant further sublicenses) of any of the
foregoing rights and licenses, provided that the licenses and/or sublicenses of
(A) the Existing Cores are limited to use and exploitation as part of DSPGI
Products that offer material functions and features in addition to the Existing
Cores themselves, and (B) the Other Transferable Licensing IP are limited to
use and exploitation in connection with DSPGI Products.
(b) Notwithstanding any rights retained by or granted to DSPGI or any other
Transferring Entity in this Agreement or otherwise, DSPGI shall not, and shall
ensure that each Transferring Entity shall not, under any circumstances grant
any licenses or sublicenses of the Existing Cores (or disclose the designs of
the Existing Cores constituting Ceva Confidential Information) to any third
party, during the Noncompetition Period (as that term is defined in the
Separation Agreement) other than in connection with the contracted design or
manufacture of DSPGI Products by third parties for DSPGI, its successors and
assigns, and its and their current and future Affiliates, provided that DSPGI,
its successors and assigns, and its and their current and future Affiliates
shall not provide any such designs of the Existing Cores to any such third
party that has not previously executed a license/sublicense and/or
confidentiality agreement on terms and conditions generally imposed by DSPGI
for its own comparable materials, and provided further, that such
licenses/sublicenses shall cover only the technology or information reasonably
required by such contract designer or manufacturer in order to manufacture or
design, as applicable, the DSPGI Products for DSPGI, its successors and
assigns, and its and their current and future Affiliates.
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(c) During the Noncompetition Period, if DSPGI desires to license and/or
sublicense the Existing Cores to a customer or potential customer in a manner
prohibited by Section 2.2(b), Ceva will, at its option, either (i) negotiate in
good faith with DSPGI a non-exclusive, commercial license permitting such
license and/or sublicense on terms and conditions and at pricing comparable to
those Ceva makes generally available to other customers of such Existing Cores,
or (ii) negotiate in good faith with such customer or potential customer such
license and/or sublicense on terms and conditions and at pricing comparable to
those Ceva makes generally available to other customers of such Existing Cores.
SECTION 2.3. License of Transferable Marks. Subject to the terms and
conditions of this Agreement, Ceva hereby grants to DSPGI, its successors and
assigns, and its and their current and future Affiliates, a nonexclusive,
perpetual, royalty-free, worldwide license to use the Transferable Marks solely
in connection with DSPGI Products that incorporate, are based on or otherwise
use the Transferable Licensing IP to which such Transferable Marks relate,
including the marketing, advertising, packaging, sales and distribution of such
DSPGI Products. DSPGI agrees that all goodwill arising out of the use of the
Transferable Marks by DSPGI, its successors and assigns, and its and their
current and future Affiliates will inure exclusively to the benefit of Ceva.
DSPGI agrees to use the appropriate trademark legend (either "TM" or circled
"R") with the first prominent use of the Transferable Marks in any marketing,
advertising and packaging materials, to indicate Ceva's ownership of the
Transferable Marks in accordance with the practices DSPGI generally uses to
identify the owners of third-party marks that DSPGI is authorized to use, and,
in connection with the use of the Transferable Marks, to conform substantially
with other written trademark usage guidelines of Ceva notified to DSPGI which
Ceva imposes on its licensees generally (and with which Ceva itself complies),
provided that DSPGI, its successors and assigns, and its and their current and
future Affiliates will have a reasonable opportunity to comply with any new or
modified usage guidelines. DSPGI agrees to provide samples of such materials
using the Transferable Marks to Ceva for its inspection upon Ceva's reasonable
request, and DSPGI shall use commercially reasonable efforts to remedy any
defect in its use of the Transferable Marks. If DSPGI fails to remedy any such
defect within sixty (60) days of receiving Ceva's written notice describing
such defect in detail, Ceva will have the right, upon written notice to DSPGI,
to suspend DSPGI's license set forth in this Section 2.3 with respect to the
DSPGI materials that contain such defect until such defect is remedied.
SECTION 2.4. Support. Ceva shall make available (or cause to be made
available) to DSPGI, its successors and assigns, and its and their current and
future Affiliates, maintenance and support services for the Existing Cores and
the Other Transferable Licensing IP solely to support the use and exploitation
thereof authorized by this Agreement. Such maintenance and support services
shall be of a scope and at rates comparable to those of and at which Ceva makes
(or causes to be made) similar maintenance and support services available to
its customers generally or, if it does not make such services available to its
customers generally, it shall do so at market rates. For purposes of the
determination of rates and other terms and conditions for the maintenance and
support services, DSPGI, its successor and assigns, and its and their
Affiliates shall be treated as a single customer. The maintenance and support
services provided under this Section 2.4 shall include:
(a) providing error corrections and other modifications to the Existing
Cores and Other Transferable Licensing IP, telephone and email support, and
assistance in diagnosis
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and remedying of errors and defects in the Existing Cores and the Other
Transferable Licensing IP, each in accordance with Ceva's standard support
policies and practices; and
(b) providing updates, upgrades, new versions and successors to the
Existing Cores and Other Transferable Licensing IP, provided that Ceva shall
have no obligation under this Section 2.4(b) until the Parties enter into a
maintenance and support services agreement expressly covering such updates,
upgrades, new versions or successor versions. The Parties shall negotiate
the terms and conditions of a maintenance and support services agreement
which is reasonably acceptable to both Parties.
ARTICLE III
EMPLOYEE PROPRIETARY INFORMATION AGREEMENTS
DSPGI, on behalf of itself and the Transferring Entities, hereby transfers
and assigns to Ceva, and Ceva hereby accepts such transfer and assumes, all of
the rights and obligations of the Transferring Entities under all agreements
entered into by the Ceva Employees with the Transferring Entities, or any of
them, relating to confidentiality, assignment of inventions and similar matters
("Employee Proprietary Information Agreements"), which agreements shall remain
in full force and effect in accordance with their terms, provided that DSPGI
shall retain its rights under the Employee Proprietary Information Agreements
to the extent required to bring actions (at law, in equity or otherwise) for
any breach of such Employee Proprietary Information Agreements relating to acts
or omissions prior to the Effective Date by the Ceva Employees who become
employees of Ceva. The Parties shall reasonably cooperate in connection with
any action against any of the Ceva Employees.
ARTICLE IV
TRANSFER OF OTHER TRANSFERABLE ASSETS
DSPGI, on behalf of itself and the Transferring Entities, hereby irrevocably
assigns and transfers to Ceva, and its successors and assigns, all of the
right, title and interest of the Transferring Entities in and to the tangible
assets, licenses and permits of its Licensing Business as described on Exhibit
D to this Agreement and such other equipment, furniture and furnishings as are
used principally by the Licensing Business ("Other Transferable Assets"), and
Ceva and its successors and assigns hereby accept such assignment and transfer,
and assume (and shall pay, perform and discharge when due) all obligations in
respect to such Other Transferable Assets accruing from and after the Effective
Date.
ARTICLE V
TRANSFER OF CERTAIN RELATED RIGHTS AND OBLIGATIONS
SECTION 5.1. Assignment and Assumption of License Agreements. DSPGI, on
behalf of itself and the Transferring Entities, hereby assigns and delegates to
Ceva all of the rights and obligations of the Transferring Entities under all
agreements under which the Transferring Entities, or any of them, have granted
licenses of the Existing Cores to Third Parties, as described on Exhibit E to
this Agreement (the "Third Party Licenses"), including all rights to royalties,
license fees and other amounts payable thereunder, and Ceva hereby accepts such
assignment and delegation, and assumes (and shall pay, perform and discharge
when due) all
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obligations under the Third Party Licenses accruing from and after the
Effective Date. DSPGI represents and warrants to Ceva that the Transferring
Entities and DSP Group Ltd. have not granted to any Third Party any licenses of
the Existing Cores except pursuant to the Third Party Licenses described on
Exhibit E to this Agreement.
SECTION 5.2. Assignment and Assumption of Other Contracts. DSPGI, on behalf
of itself and the Transferring Entities, hereby assigns and delegates to Ceva
all of the rights and obligations of the Transferring Entities under the other
contracts relating to the Transferable Licensing IP, Ceva Employees and/or the
Other Transferable Assets described on Exhibit F to this Agreement (the "Other
Contracts"), and Ceva hereby accepts such assignment and assumes (and shall
pay, perform and discharge when due) all obligations under the Other Contracts
accruing from and after the Effective Date.
ARTICLE VI
LICENSE TO CEVA OF CERTAIN INTELLECTUAL PROPERTY
SECTION 6.1. Licensed Software Modules. Subject to the terms and conditions
of this Agreement, DSPGI, on behalf of itself and the Transferring Entities,
hereby grants to Ceva, its successors and assigns, and its and their current
and future Affiliates a nonexclusive, perpetual, irrevocable, royalty-free,
worldwide right and license, under the intellectual property rights of the
Transferring Entities in and to the Licensed Software Modules and Licensed Chip
Modules, to prepare derivative works of and otherwise modify, reproduce, and
otherwise use such Licensed Software Modules and Licensed Chip Modules solely
for internal use by Ceva, its successors and assigns, and its and their current
and future Affiliates, for research and development (e.g., testing,
benchmarking, etc.) of its and their own respective products. The parties agree
to discuss in good faith broadening the scope of the license granted in this
Section 6.1 to allow Ceva to sell and otherwise distribute particular Licensed
Software Modules and Licensed Chip Modules on a case-by-case basis upon
mutually agreeable terms and conditions.
SECTION 6.2. VP140 License. The Parties will negotiate in good faith an
agreement under which VoicePump, Inc., a subsidiary of DSPGI, will grant to
Ceva the right to sublicense to third-party semiconductor makers the right to
develop and make semiconductor products based on the design of VoicePump's
VP140 chip in exchange for a share of revenue (as defined by the mutual
agreement of the Parties) derived by Ceva from such sublicenses in an amount
equal to twenty-five percent (25%).
SECTION 6.3. Process Information. Subject to the terms and conditions of
this Agreement, DSPGI, on behalf of the Transferring Entities, hereby grants to
Ceva, its successors and assigns, and its and their current and future
Affiliates a nonexclusive, perpetual, irrevocable, royalty-free, worldwide
right and license, under the intellectual property rights of the Transferring
Entities in and to the Process Information, to prepare derivative works of and
otherwise modify, reproduce, and otherwise use such Process Information solely
for internal use by Ceva, its successors and assigns, and its and their current
and future Affiliates, for the design and development of its and their own
respective products.
SECTION 6.4. Additional Necessary Licensed IP.
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(a) To the extent, if any, that there is any Additional Necessary
Licensed IP (e.g., development tools necessary for implementing the Existing
Cores), DSPGI, on behalf of itself and the Transferring Entities, hereby
grants to Ceva, its successors and assigns, and its and their current and
future Affiliates a nonexclusive, perpetual, irrevocable, royalty-free,
worldwide right and license, under the intellectual property rights of the
Transferring Entities in and to such Additional Necessary Licensed IP, to
prepare derivative works of and otherwise modify, make, reproduce, sell and
otherwise distribute, transmit, import, and otherwise use and exploit such
Additional Necessary Licensed IP to the extent necessary to continue
operating the Licensing Business as currently conducted and currently
contemplated to be conducted by the licensing division of DSPGI. Such right
and license includes (i) the right to disclose such Additional Necessary
Licensed IP, provided that such disclosure is in accordance with the
confidentiality obligations set forth in this Agreement, and (ii) the right
to grant licenses and/or sublicenses (with the rights of the licensees
and/or sublicensees to grant further sublicenses) of all or any of the
foregoing rights, in each case, to the extent necessary to continue
operating the Licensing Business as currently conducted and currently
contemplated to be conducted by the licensing division of DSPGI. Such
Additional Necessary Licensed IP, if any, will be identified by Ceva during
the two (2) year period commencing on the Effective Date, and DSPGI shall,
from time to time upon the request of Ceva during such two (2) year period
and without further consideration, deliver to Ceva, as applicable, copies of
any tangible embodiments of any such Additional Necessary Licensed IP which
DSPGI has not previously delivered to Ceva pursuant to this Agreement.
(b) In addition, to the extent, if any, that any patents owned or
licensed (with the right to sublicense) by the Transferring Entities as of
the Effective Date or any patents issuing in respect of applications owned
or licensed (with the right to sublicense) by the Transferring Entities as
of the Effective Date are necessary to the continued development,
distribution and licensing of the Existing Cores and Other Transferable
Licensing IP as currently carried out and currently contemplated to be
carried out by the licensing division of DSPGI, DSPGI, on behalf of itself
and the Transferring Entities, hereby grants to Ceva, its successors and
assigns, and its and their current and future Affiliates, a non-exclusive,
perpetual, irrevocable, royalty-free, worldwide right and license to make,
use and sell such Existing Cores and Other Transferable IP (provided that
(i) any sublicense to Ceva, its successors and assigns, and its and their
current and future Affiliates of any patents licensed to the Transferring
Entities shall be subject to any restrictions and other terms and conditions
of the license to the Transferring Entities or under which the Transferring
Entities have the right to grant such sublicense and, without limitation of
the generality of the foregoing, shall be subject to Ceva's making any
payments required by the sublicense or the exercise of rights thereunder,
and (ii) Ceva, its successors and assigns, and its and their current and
future Affiliates indemnify and hold harmless (and shall indemnify and hold
harmless) the Transferring Entities from any damages or other liabilities
resulting from or relating to any breach of any terms and conditions of the
license or sublicense by Ceva, its successors and assigns, and its and their
current and future Affiliates).
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ARTICLE VII
CONSIDERATION
In partial consideration of the assignments and licenses set forth herein,
as of the Effective Date Ceva has issued and/or will issue to DSPGI shares of
its Common Stock in accordance with the Separation Agreement.
ARTICLE VIII
CONFIDENTIALITY
SECTION 8.1. Disclosure Limitation. Each Party (as Receiving Party) shall
use the same care and measures to protect the confidentiality of the
Confidential Information of the other Party (as Disclosing Party) as the
Receiving Party uses for its own confidential or proprietary information or
material of a similar nature, but no less than a reasonable degree of care.
Such measures shall include instructing and requiring all recipients of
Confidential Information to maintain the confidentiality of such Confidential
Information and restricting disclosure of such Confidential Information to
those Representatives of the Receiving Party and its Affiliates, its and their
contractors, suppliers and licensees, and other authorized third parties who
have a "need to know" consistent with the purposes for which such Confidential
Information is disclosed. The Receiving Party further agrees not to remove or
destroy any proprietary rights or confidentiality legends or markings placed
upon any documentation or other materials. Nothing in the foregoing will
preclude the Receiving Party from performing its obligations or exercising its
rights under this Agreement, including, without limitation, any disclosure
inherent in any commercial activities authorized by this Agreement.
SECTION 8.2. Permitted Disclosures. Notwithstanding Section 8.1, the
Receiving Party may disclose the Disclosing Party's Confidential Information in
the event that the Receiving Party is required (by the disclosure requirements
of any rule, regulation, or form of any Governmental Authority or by
interrogatories, requests for information or documents by any Governmental
Authority or other Person in legal proceedings, subpoenas, civil investigative
demands, or other similar processes) to disclose such Confidential Information,
provided that the Receiving Party so required shall provide the Disclosing
Party with prompt written notice of any such requirement so that the Disclosing
Party may object to production and seek a protective order or other appropriate
remedy, and/or waive compliance with the provisions of this Agreement. If the
Disclosing Party objects to production and seeks a protective order or other
appropriate remedy, the Receiving Party shall exercise commercially reasonable
efforts (at the sole expense of the Disclosing Party) to cooperate, including,
without limitation, by cooperating with the Disclosing Party to obtain an
appropriate protective order or other reasonable assurance that confidential
treatment will be accorded such Confidential Information.
ARTICLE IX
WARRANTY AND DISCLAIMERS
SECTION 9.1. Authority. Each of DSPGI and Ceva hereby represents and
warrants to the other that it has the corporate authority to enter into and
perform its obligations under this Agreement, and its execution, delivery and
performance of this Agreement have been duly and validly authorized.
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SECTION 9.2. Sufficiency. DSPGI, on behalf of itself and the Transferring
Entities, hereby represents and warrants to Ceva that:
(a) the Transferable Licensing IP (together with the Transferable
Licensing IP under the Corage Ltd. Technology Transfer Agreement)
constitutes all of the intellectual property assets of the Transferring
Entities and DSP Group Ltd. that are used principally in the Licensing
Business (as opposed to the Products Business) as currently conducted by the
licensing division of the Transferring Entities and DSP Group Ltd.;
(b) the assignments, licenses and other rights granted by the
Transferring Entities to Ceva under this Agreement (together with the
assignments, licenses and other rights granted by DSP Group Ltd. to Corage
Ltd. under the Corage Ltd. Technology Transfer Agreement) accord to Ceva and
Corage Ltd. the rights (as between the Transferring Entities and DSP Group
Ltd., on one hand, and Ceva and Corage Ltd., on the other hand) with respect
to the intellectual property assets of the Transferring Entities and DSP
Group Ltd. that are necessary for continued operation of the Licensing
Business as currently conducted by the licensing division of the
Transferring Entities and DSP Group Ltd.;
(c) the assignment and delivery of the Existing Cores, Other Transferable
Licensing IP, Transferable Domain Names, Transferable Marks, Transferable
Patents, and Other Transferable Assets to Ceva pursuant to this Agreement
(together with the assignment and delivery of such assets to Corage, Ltd.
pursuant to the Corage Ltd. Technology Transfer Agreement) has vested or
will vest good title to such assets free and clear of all material liens,
mortgages, pledges, security interests, prior assignments and similar
encumbrances; and
(d) the Other Contracts (together with the Other Contracts under the
Corage Ltd. Technology Transfer Agreement) include all of the licenses under
which the Transferring Entities and DSP Group Ltd. have obtained from third
parties designs, development kits, emulators, tools, libraries, test suites,
documentation, parts lists, board layouts, design materials, databases,
know-how, methods, processes and work in progress used principally in the
Licensing Business (as opposed to the Products Business) as currently
conducted by the licensing division of Transferring Entities and DSP Group
Ltd.
(e) DSPGI's sole and exclusive liability, and Ceva's sole and exclusive
remedy, for any breach by DSPGI of the warranties set forth in this Section
9.2 will be that (i) the DSPGI will assign or license, and will cause the
Transferring Entities to assign or license, to Ceva, at no cost to Ceva, any
omitted assets to the extent necessary for DSPGI to achieve compliance with
such warranties or DSPGI will obtain, or will cause the Transferring
Entities to obtain, for Ceva, at no cost to Ceva, a reasonable substitute to
such omitted assets, and (ii) if DSPGI fails to achieve such compliance
within a reasonable period of time following receipt of notice of such
breach from Ceva, DSPGI will pay the direct damages resulting from such
breach. The rights and remedies set forth herein shall not be cumulative
with those for breach of Section 11.2(b).
SECTION 9.3. Limitation of Warranties. EXCEPT AS EXPRESSLY PROVIDED IN THIS
ARTICLE IX, ALL OF THE ASSETS, RIGHTS, TECHNOLOGY, AND OTHER INFORMATION AND
MATERIALS ASSIGNED, LICENSED OR OTHERWISE
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CONVEYED IN CONNECTION WITH THIS AGREEMENT ARE PROVIDED "AS IS." NEITHER PARTY
MAKES, AND NEITHER PARTY RECEIVES, ANY OTHER WARRANTIES, WHETHER EXPRESS,
IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES
OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF
THIRD-PARTY RIGHTS. WITHOUT LIMITATION OF THE GENERALITY OF THE FOREGOING,
NEITHER PARTY MAKES, OR SHALL BE DEEMED TO MAKE, ANY REPRESENTATION OR WARRANTY
THAT THE USE OR EXPLOITATION OF ANY PRODUCT WILL BE FREE FROM INFRINGEMENT OF
ANY INTELLECTUAL PROPERTY RIGHT OTHER THAN THE RIGHTS EXPRESSLY GRANTED HEREIN.
THE FOREGOING WILL NOT SUPERSEDE OR LIMIT IN ANY WAY ANY REPRESENTATIONS OR
WARRANTIES EXPRESSLY MADE BY THE PARTIES IN THE SEPARATION AGREEMENT OR THE
COMBINATION AGREEMENT.
ARTICLE X
LIMITATION Of LIABILITY
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, NEITHER PARTY SHALL HAVE
ANY LIABILITY WHATSOEVER FOR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL, PUNITIVE,
OR SPECIAL DAMAGES OF ANY KIND, OR ANY LOSS OF REVENUE OR PROFITS, LOSS OF
BUSINESS, OR LOSS OF DATA, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE
SUBJECT MATTER HEREOF (OR THE CORAGE LTD. TECHNOLOGY TRANSFER AGREEMENT OR THE
PROVISIONS OF THE SEPARATION AGREEMENT RELATED TO THIS AGREEMENT OR THE CORAGE
LTD. TECHNOLOGY TRANSFER AGREEMENT), HOWEVER CAUSED AND REGARDLESS OF THE
THEORY OF LIABILITY (INCLUDING CONTRACT, TORT, OR OTHERWISE), EVEN IF INFORMED
IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. IN ADDITION, IN NO EVENT WILL
THE AGGREGATE LIABILITY OF EITHER PARTY AND ITS AFFILIATES (INCLUDING, IN THE
CASE OF DSPGI, DSP GROUP, LTD.) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR
THE SUBJECT MATTER HEREOF (OR THE CORAGE LTD. TECHNOLOGY TRANSFER AGREEMENT OR
THE PROVISIONS OF THE SEPARATION AGREEMENT RELATED TO THIS AGREEMENT OR THE
CORAGE LTD. TECHNOLOGY TRANSFER AGREEMENT) CUMULATIVELY EXCEED TEN MILLION US
DOLLARS ($10,000,000). THE FOREGOING WILL NOT SUPERSEDE OR LIMIT IN ANY WAY THE
RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THE COMBINATION AGREEMENT.
ARTICLE XI
OTHER AGREEMENTS
SECTION 11.1. No Rights to Updates. Except as otherwise expressly provided
in this Agreement, (a) the assets, rights, technology, and other information
and materials assigned, licensed or otherwise conveyed by each Party under this
Agreement, including the Existing Cores, the Other Transferable Licensing IP,
the Licensed IP Modules and the Process Information, are assigned, licensed and
otherwise conveyed as such assets, rights, technology, and other information
and materials exist as of the Effective Date, and (b) each Party retains all
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right, title and interest in and to any modifications made by or for such
Party, and shall have no obligation to provide such modifications to the other
Party. In addition, neither Party assumes any obligations other than those
expressly set forth in this Agreement. Without limitation of the generality of
the foregoing, neither Party is obligated to provide any consulting or
technical assistance except as otherwise provided herein.
SECTION 11.2. Further Assurances.
(a) At any time and from time to time after the Effective Date, at the
request of a Party, the other Party shall execute and deliver such written
instruments and extend such other cooperation as may be necessary in the
reasonable opinion of the other Party to effect, evidence, record or perfect
any of the assignments, transfers, licenses and other rights (including
retentions thereof) set forth in this Agreement, including execution and
acknowledgement of assignments and other instruments.
(b) To the extent that DSPGI or any Transferring Entity retains ownership of
any assets or intellectual property rights used principally in the Licensing
Business (as opposed to the Products Business), but which are not included in
the Licensing Business Assets, at the request of Ceva during the two (2) year
period commencing on the Effective Date, DSPGI, on behalf of itself and the
Transferring Entities, covenants and agrees to transfer such assets and
intellectual property rights to Ceva without any additional consideration,
provided that such additional assets or intellectual property rights shall be
subject to all the rights of DSPGI, its successors and assigns, and its and
their current and future Affiliates set forth herein, including, without
limitation, those set forth in Sections 2.2, 2.3 and 2.4. The rights and
remedies for breach of this Section 11.2(b) shall be only those set forth in
Section 9.2 and shall not be cumulative with any other rights or remedies.
SECTION 11.3. No Obligation to Obtain New Rights. Ceva acknowledges that,
from and after the Effective Date, except only as set forth above in Section
11.2 and Article VIII, DSPGI has no obligation to preserve, protect, obtain or
enforce any rights in the Transferable Licensing IP, including, without
limitation, any obligation to register any copyright, to file or prosecute any
patent application, or to bring actions for infringement or misappropriation of
any Transferable Licensing IP. Neither this Agreement nor the conduct of either
Party under this Agreement imposes or shall be deemed to impose any such
obligation, by implication, estoppel, inference, or otherwise.
SECTION 11.4. Maintenance of Transferable Licensing IP. As of the Effective
Date, Ceva shall have the sole responsibility to execute and deliver such
documents, pay such maintenance and other fees, and take such other measures as
may be necessary or desirable to preserve, protect, obtain or enforce the
Transferable Licensing IP and Ceva's rights therein, including, without
limitation, prosecution and maintenance of any Transferable Patents,
registration and maintenance of any Transferable Marks and Transferable Domain
Names, and registration, renewal and recordation of any Other Intangible
Property Rights, provided that DSPGI shall assist Ceva in connection with the
foregoing in accordance with Section 11.2 without any additional consideration
but subject to reimbursement of expenses.
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SECTION 11.5. Delivery. Upon the Effective Date, DSPGI shall deliver to
Ceva (a) the tangible Other Transferable Assets, and (b) to the extent in
DSPGI's possession, copies of tangible embodiments of the Transferring Entities
of the Transferable Licensing IP, Third Party Licenses, employment agreements
of Transferred Employees, intangible Other Transferable Assets, and Other
Contracts. Notwithstanding the foregoing, each Party may retain copies of any
assets, technology, and other information and materials assigned, licensed or
otherwise conveyed to the other Party under this Agreement (except for tangible
Other Transferable Assets as to which no copies can be made), solely to the
extent necessary for such Party to exercise the rights expressly granted to
such Party under this Agreement, and subject to the rights and obligations with
respect thereto as set forth in this Agreement.
SECTION 11.6. Residuals. Notwithstanding anything herein to the contrary,
each Party may use residual information for any purpose, including without
limitation use in development, manufacture, promotion, sale and maintenance of
its products and services; provided that this right to residual information
does not represent a license under any patents or copyrights of the other
Party. The term "residual information" means any information that is retained
in the unaided memories of a Party's personnel who have had access to the other
Party's Confidential Information in accordance with this Agreement. An
individual's memory is unaided if the individual has not intentionally
memorized the Confidential Information for the purpose of retaining and
subsequently using or disclosing it. This Section 11.6 does not imply any
exception to, or limitation of, the obligations of the Parties under Section
6.3 of the Separation Agreement.
SECTION 11.7. Interpretation of Rights. The Parties acknowledge and agree
that (a) any right of a Party granted or referenced herein includes the right
(i) to have such right exercised for the benefit of such Party (e.g., the right
to make includes the right to have made, the right to reproduce includes to
right to have reproduced, etc.), and (ii) to make offers of such right (e.g., a
right to sell includes the right to offer to sell), and (b) the right to
distribute includes the right to distribute through multiple layers of
distribution. In addition, the Parties acknowledge and agree that (1) an
Affiliate of a Party shall have the right to exercise a right or license
granted to such Affiliate hereunder only to the extent such Party so
authorizes, and such Affiliate must be subject to (and agree to) any terms and
conditions of this Agreement applicable to such right or license (e.g.,
limitations on use or confidentiality obligations with respect to the subject
matter of such right or license), and (2) a successor or assign of DSPGI or
Ceva shall have the right to exercise the rights and licenses granted to such
successor or assign hereunder only if such successor or assign is subject to
(and agrees to be bound by) all of the terms and conditions of this Agreement,
to the same extent as DSPGI or Ceva, in accordance with Section 12.8.
SECTION 11.8. Subject to Third Party Rights. Notwithstanding anything else
in this Agreement, neither Party shall be obligated to assign, license or
otherwise convey, or be deemed to assign, license or otherwise convey, any
assets, rights, technology, or other information or materials owned by, or
subject to the rights of, a Third Party, or any agreement with a Third Party,
if and to the extent such Party does not have the right so to assign, license
or convey, provided that such Party shall use commercially reasonable efforts
to obtain the consent of the Third Party to any assignment, license or other
conveyance contemplated by this Agreement at no charge to the assignee or
licensee, as applicable (such efforts will include payment of any fees to the
Third Party required to effect the assignment, license or conveyance). Each
Party
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acknowledges and agrees that all assignments, licenses and other conveyances
made hereunder are subject to the Third Party Licenses granted before the
Effective Date.
SECTION 11.9. No Obligation to Bring or Defend Legal Actions. Neither Party
shall have any obligation hereunder to bring any claim or action against any
third party for infringement or misappropriation of any of the intellectual
property rights assigned or licensed hereunder, or to defend any claim or
action brought by a third party with respect to any such intellectual property
rights (including, without limitation, a claim or action with respect to the
validity or enforceability of any such rights).
SECTION 11.10. No Other Rights. The assignments, licenses and other
conveyances of rights are only those expressly set forth in this Agreement.
Neither Party assigns, licenses or otherwise conveys (or shall be deemed to
assign, license or otherwise convey) any rights (whether by implication,
estoppel, inference or otherwise, or by any conduct of a Party under this
Agreement) other than as expressly set forth in this Agreement.
ARTICLE XII
MISCELLANEOUS
SECTION 12.1. Relationship of Parties. Nothing contained in this Agreement
shall be deemed to constitute either Party or any of its Affiliates the
partner, agent, or legal representative of the other Party or its Affiliates or
to create any fiduciary relationship for any purpose whatsoever. Except as
otherwise specifically provided in this Agreement, nothing in this Agreement
shall confer on either Party or any of its Affiliates any authority to act for,
bind, or create or assume any obligation or responsibility on behalf of the
other Party or its Affiliates.
Section 12.2. Notices. All notices provided pursuant to this Agreement
shall be delivered by personal delivery, overnight courier, or facsimile, and
shall be deemed effective on the date on which delivery to the intended
recipient of the notice was accomplished. Such notices shall be delivered to
the following addresses:
If to DSPGI: If to Ceva:
Xxxxx Xxxxxxx [Name]
Chief Financial Officer [Position]
DSP Group Ltd. Ceva, Inc.
5 Shenkar Xxxxxx [xxxxxxx]
Xxxxxxxxx 00000 Xxxxxx [address]
Fax: 000-0-000-0000 Fax:
SECTION 12.3. Choice of Law. This Agreement shall be governed by and
construed and interpreted in accordance with the laws of the State of Delaware
(other than as to its laws of arbitration which shall be governed under the
Arbitration Act (as defined in the Separation Agreement) or other applicable
federal law pursuant to Section 8.10 of the Separation Agreement), irrespective
of the choice of laws principles of the State of Delaware, as to all matters,
including matters of validity, construction, effect, enforceability,
performance and remedies. Any dispute by either Party arising out of or
relating to this Agreement shall be finally
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settled in accordance with the procedures and terms set forth in Article VIII
of the Separation Agreement.
SECTION 12.4. Entire Agreement. This Agreement constitutes the entire
agreement between the Parties pertaining to the subject matter hereof and
supersedes all previous communications, agreements, and understandings between
the Parties relating to the subject matter hereof. Neither Party has entered
into this Agreement in reliance upon any representation, warranty, or
undertaking of the other Party that is not set out or referred to in this
Agreement. If there is a conflict between this Agreement and the Separation and
Distribution Agreement, the terms of this Agreement will govern
SECTION 12.5. Severability. Whenever possible, each provision of this
Agreement shall be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Agreement shall be held to
be prohibited by or invalid under applicable law, such provision shall be
ineffective only to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of
this Agreement.
SECTION 12.6. Headings. The section or other headings herein are inserted
only for convenience and ease of reference and are not to be considered in the
construction or interpretation of any provision of this Agreement. Unless
otherwise stated, references to Sections herein are references to Sections
hereof.
SECTION 12.7. Amendments; Waivers. This Agreement may be amended, and the
taking of any action required hereunder may be waived, by the written consent
of each Party at the time such amendment or waiver is sought. No such waiver
shall operate as a waiver of, or estoppel with respect to, any other action. No
failure to exercise, and no delay in exercising, any right, remedy, or power
hereunder shall operate as a waiver thereof, nor shall single or partial
exercise of any right, remedy, or power hereunder preclude any other or further
exercise thereof or the exercise of any other right, remedy, or power provided
herein or by law or at equity. The waiver of the time for performance of any
act or condition hereunder does not constitute a waiver of the act or condition
itself.
SECTION 12.8. Successors; No Assignment. Each Party agrees that it will not
assign, sell, delegate, or otherwise transfer, whether voluntarily or
involuntarily, any right or obligation under this Agreement, provided, however,
that either Party ("Assigning Party") may assign, sell, delegate and otherwise
transfer this Agreement, together with all of the Assigning Party's rights and
obligations hereunder without such approval in connection with a merger,
reorganization, reincorporation into another state, or sale of all, or
substantially all, of such Party's business and assets relating to this
Agreement, if the assignee agrees to be bound by all of the terms and
conditions of this Agreement to the same extent as the Assigning Party. For the
purposes of this Section 12.8, the Parties hereby consent to the transactions
contemplated by the Combination Agreement to occur on the Effective Date,
provided that any successor to Ceva is subject to (and has agreed in writing to
assume) any and all obligations, limitations, and liabilities applicable to
Ceva set forth in this Agreement. Any purported assignment, sale, delegation or
other transfer in violation of this Section 12.8 shall be null and void.
Subject to the foregoing limits on assignment and delegation, this Agreement
shall be binding upon and shall inure to the benefit of the Parties and their
respective successors and assigns.
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SECTION 12.9. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original and all of which shall
constitute one and the same Agreement.
SECTION 12.10. Recovery of Costs and Attorney's Fees. In any legal action,
or other proceeding brought to enforce or interpret the terms of this
Agreement, the substantially prevailing Party shall be entitled to reasonable
attorney's fees and any other costs incurred in that proceeding in addition to
any other relief to which it is entitled.
SECTION 12.11. Third Party Beneficiaries. The provisions of this Agreement
are solely for the benefit of the Parties (including their permitted successors
and assigns), and not for the benefit of any Third Party.
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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by
their duly authorized Representatives as of the day and year first written
above.
DSP GROUP INC.
By: /s/ Xxxxxxx Xxxxxx
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Xxxxxxx Xxxxxx
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Chief Executive Officer
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CEVA, INC.
By: /s/ Xxxxxx Xxxxxxxxxx
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Xxxxxx Xxxxxxxxxx
-------------------------------
President
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