CONFIDENTIAL
TRADEMARK LICENSE AGREEMENT
This Trademark License Agreement (the "Agreement") is made and
entered into this 17th day of October, 1996 (the "Effective Date") by and
between Alliance Semiconductor Corporation, a Delaware corporation with
executive offices at 0000 Xxxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxxxxxxxxx 00000-0000
("Alliance") and Alliance Semiconductor International Corporation, a Delaware
corporation with executive offices at 0000 Xxxxx Xxxxx Xxxxxx, Xxx Xxxx,
Xxxxxxxxxx 00000-0000 ("ASIC").
WHEREAS, Alliance desires to license to ASIC certain valuable
trademarks and/or service marks of Alliance on the terms and conditions set
forth below; and
WHEREAS, ASIC desires to utilize the trademarks and/or service
marks of Alliance on the terms and conditions set forth below; and
WHEREAS, as of the Effective Date, ASIC is a wholly-owned
subsidiary of Alliance;
NOW, THEREFORE, in consideration of the mutual promises set
forth herein, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged by both parties, the parties hereby
agree as follows:
1. DEFINITIONS.
1.1 "Marks" shall mean the trademarks and/or any service marks set forth on
Exhibit A attached hereto. Exhibit A may be amended from time to time
by the parties in writing.
1.2 "Logo" shall mean the Alliance Semiconductor Logo set forth in Exhibit
B.
1.3 "Products" shall mean the integrated circuits, software products,
and/or any services associated with the Marks that are set forth in
Exhibit A attached hereto. Exhibit A may be amended from time to time
by the parties in writing.
2. GRANT OF LICENSE.
2.1 Alliance hereby grants to ASIC as a related company, and ASIC hereby
accepts, subject to the terms and conditions of this Agreement, a
worldwide, royalty-free, nonexclusive, nontransferable, and
nonassignable license, without right to sublicense, to use the Marks
solely in connection with the manufacture, sale and distribution of the
Products. ASIC shall use the Marks with the Products as designated in
Exhibit A. No damaged or otherwise defective Products bearing
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any of the Marks may be sold by ASIC without the prior written approval
of Alliance.
2.2 Nothing in this Agreement shall be construed to prevent Alliance from
granting any other licenses with respect to the Marks, or from
utilizing the Marks in any manner whatsoever. Without limiting the
foregoing, Alliance shall be free to compete with ASIC, or to grant to
licenses to the Marks to competitors of ASIC.
3. USE BY ASIC.
3.1 ASIC agrees that all use of the Marks shall be in accordance with the
usage guide set forth in Exhibit B, attached hereto. Exhibit B may be
amended from time to time by the parties in writing. ASIC agrees to not
modify, deface, or otherwise alter in any manner, the Marks as they
appear with the Products as provided by Alliance to ASIC, without the
prior written approval of Alliance.
3.2 ASIC will submit any advertising copy, label, sticker, packaging or
other use of the Marks, prepared by or for it, to Alliance for written
approval prior to use.
3.3 ASIC shall not use of any of the Marks in combination with any other
trademarks, service marks, names or symbols without the prior written
approval of Alliance.
4. OWNERSHIP, VALIDITY.
4.1 ASIC acknowledges the substantial value of the goodwill associated with
the Marks, and agrees not to challenge, during the term of this
Agreement or any time thereafter, the validity, registration, or
ownership of the Marks, or any of Alliance's rights in and to the
Marks. ASIC agrees that it is a "related company" of Alliance for the
purposes of Section 5 of the Xxxxxx Act.
5. PROTECTION OF MARKS
5.1 ASIC agrees to assist Alliance in the protection of the Marks, and
Alliance may, at its sole discretion, commence and/or prosecute any
claim related to the Marks, in its own name or in the name of ASIC, or
join ASIC as a party thereto. ASIC agrees to notify Alliance of the
infringement or threatened or potential infringement of any of the
Marks which may come to ASIC's attention. Alliance shall have the sole
right to determine whether or not any action shall be taken in the
event of such infringement or threatened or potential infringement.
ASIC agrees to not institute any action in the event of such
infringement or threatened or potential infringement without the prior
written consent of Alliance.
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6. REMEDIES.
6.1 ASIC agrees that the improper use of the marks, or failure to cease use
of the Marks upon termination of this Agreement, (i) will substantially
diminish the good will associated with the Marks that are the subject
of this Agreement; (ii) render Alliance's remedy at law for such
unauthorized use inadequate; and (iii) cause irreparable injury in a
short period of time. Accordingly, ASIC agrees that in the event of
such a breach of the Agreement, Alliance, in addition to any other
remedies available to it, shall be entitled to equitable relief,
including, but not limited to, preliminary and permanent injunctive
relief, without a prior showing of inadequacy of remedy at law.
7. TERM AND TERMINATION.
7.1 Term. This Agreement shall be effective as of the Effective Date, and
shall remain in full force for one (1) year. On each anniversary of the
Effective Date, this Agreement shall automatically be renewed for a
further period of one (1) year, unless terminated by a party pursuant
to this Article 7.
7.2 Termination on Six Months' Notice. This Agreement may be terminated by
either party on three (3) month's written notice to the other party.
7.3 Termination for Insolvency. Either party may immediately terminate this
Agreement upon written notice to the other party (the "Other Party)
upon the occurrence of any of the following events (collectively, an
"Insolvency"):
(a) the Other Party files a voluntary petition in bankruptcy or
otherwise seeks protection under any law for the protection of
debtors;
(b) a court having jurisdiction in the premises shall enter a
decree or order for relief in respect of the Other Party in an
involuntary case under Title 11 of the United States Code
entitled "Bankruptcy" or any applicable bankruptcy, insolvency
or other similar law now or hereafter in effect, which is not
dismissed within sixty (60) days;
(c) the Other Party makes an assignment for the benefit of
creditors;
(d) a petition should is filed against the Other Party under any
other law for the relief of debtors, or other law similar, the
effect of which is to cause such Other Party to have its
business effectively discontinued;
(e) the other party admits in writing its inability to pay its
debts as they become due;
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(f) the other party ceases or suspends business; or
(g) the continued performance of this Agreement by the other party
would result in a violation of the United States export law or
regulations in force at the relevant time.
The occurrence of an Insolvency also shall be deemed a material default
under this Agreement by the party subject to such Insolvency.
7.4 Termination on Occurrence of Prohibited Transaction. Either party may
immediately terminate this Agreement upon written notice to the other
(without prior advance notice) upon the occurrence of any of the
following events (collectively, a "Prohibited Transaction"):
(a) a transfer of a majority interest in the equity or assets of
any other party to a competitor of the terminating party; or
(b) an assignment by the other party of any of its rights and/or
obligations under this Agreement in violation of Section 12.2.
The occurrence of a Prohibited Transaction also shall be deemed a
material default under this Agreement by the party committing the
Prohibited Transaction.
7.5 Termination for Material Breach. Either party may terminate this
Agreement if the other party (the "Defaulting Party") defaults in the
performance of any material obligation hereunder, by given written
notice to the Defaulting Party describing such default (the "Default
Notice"). The termination shall become effective forty-five (45) days
after giving the Default Notice unless
(a) the default described in the Default Notice has been cured
within the forty-five (45) day period;
(b) the default described in the Default Notice reasonably
requires more than forty-five (45) days to correct (any
failure to pay moneys are excluded from this provision), and
the Defaulting Party has used its best efforts to correct the
default within the forty-five (45) day period; in such event,
termination of this Agreement shall not be effective unless
sixty (60) days have expired from the date the Default Notice
was given without corrective action being completed and the
default remedied.
The Default Notice shall describe the default with reasonable
particularity, and the party giving the Default Notice shall promptly
provide the Defaulting Party with such information as the Defaulting
Party reasonably may request in order to remedy the default. The
Defaulting Party shall pay the other for any reasonable costs
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associated with providing information to the Defaulting Party pursuant
to the preceding sentence.
7.6 Other Remedies. The remedies stated in this Article 7 (Term and
Termination) shall be in addition to and not in lieu of any other
remedies, including damages, to which a party may be entitled.
7.7 Surviving Terms. The following Articles and Sections shall survive the
termination or expiration of this Agreement: Articles 1, 4, 6, 8-12,
and Sections 2.2 and 7.7. Moreover, termination shall not relieve
either party of obligations incurred prior to the termination.
8. LIMITATION OF LIABILITY.
8.1 NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, AND
REGARDLESS OF WHETHER ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE, IN NO
EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR TO ANY OTHER
PERSON, CORPORATION OR OTHER ENTITY FOR ANY LOST PROFITS, LOSS OF USE,
COST OF OBTAINING SUBSTITUTE GOODS OR SERVICES, OR ANY INCIDENTAL,
CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES ARISING
UNDER OR IN ANY WAY RELATING TO THIS AGREEMENT, EVEN IF THAT PARTY HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.
8.2 The provisions of this Article 8 (Limitation of Liability) allocate the
risks between the parties under this Agreement, and the parties'
agreement as to price and other terms of this Agreement reflect the
allocation of risk and limitation of liability set forth above.
9. CONFIDENTIAL INFORMATION.
9.1 The term "Confidential Information" shall mean any and all information,
technical data or know-how related to any aspect of either party's
business or technology including, without limitation, data, know-how,
formulae, processes, designs, photographs, drawings, specifications,
software programs and samples and any other material bearing or
incorporating any such information which is disclosed by one party (the
"Disclosing Party") to the other (the "Receiving Party"), which
information, data or know-how is marked or stipulated as being
"Proprietary", "Confidential," "Strictly Private" or otherwise, using
words of similar significance. Such disclosure may be made either
directly or indirectly, in writing, orally or by drawings, plans or
inspection of products, materials, parts or equipment. In the event the
Disclosing Party of such Confidential Information orally discloses the
information to the Receiving Party, the Disclosing Party
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agrees to promptly notify the Receiving Party of the confidentiality of
such oral disclosure and reduce to writing such Confidential
Information and submit the same to the Receiving Party within sixty
(60) days of such oral disclosure, failing which the Receiving Party
shall not be bound by the confidentiality obligations as herein
provided as regards the said information disclosed orally.
9.2 The terms "Disclosing Party" and "Receiving Party" include the
respective party and any person or entity that has the following
relationship to the party at any time after the Effective Date hereof
(collectively, an "Agent"): affiliate, parent, subsidiary, director,
officer, employee, agent or representative. The Receiving Party shall
be liable in accordance with this Agreement for any breaches of this
Article 9committed by a person or entity which, at the time of breach,
was not an Agent of the Receiving Party, but which obtained the
Confidential Information during the time that such person or entity was
an Agent of the Receiving Party.
9.3 Obligations of the Receiving Party with Respect to Confidential
Information. For a period of two (2) years from disclosure of
Confidential Information:
(a) The Receiving Party shall treat as confidential all
Confidential Information of the Disclosing Party, shall not
use such Confidential Information except as set forth herein.
Without limiting the foregoing, the Receiving Party shall use
at least the same degree of care which it uses to prevent the
disclosure of its own confidential information of like
importance to prevent the disclosure of Confidential
Information disclosed to it by the Disclosing Party under this
Agreement. Each party shall promptly notify the other party of
any actual or suspected misuse or unauthorized disclosure of
the other party's Confidential Information.
(b) The Receiving Party shall not use the Confidential Information
for any purpose except as expressly authorized in writing by
the Disclosing Party or to carry out this Agreement. The
Receiving Party agrees that in no event shall it use the
Confidential Information in violation of any applicable law,
including without limitation United States state and federal
securities laws.
(c) The Receiving Party shall not disclose Confidential
Information to its own Agents, except those having a valid
need to know in order for the Receiving Party to carry out
this Agreement, and only if such Agent has a signed agreement
with the Receiving Party restricting the use and disclosure by
the Agent of the Confidential Information, which restrictions
must be at least as stringent as those set forth herein.
(d) The Receiving Party shall not disclose such Confidential
Information to any third party, except as expressly authorized
in writing by the Disclosing
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Party, and only if such third party has a signed agreement
signed agreement with the Receiving Party restricting the use
and disclosure by the third of the Confidential Information,
which restrictions must be at least as stringent as those set
forth herein.
9.4 Exceptions. Notwithstanding the above, neither party shall have
liability to the other with regard to any Confidential Information of
the other which the Receiving Party can demonstrate:
(a) was in the public domain at the time it was disclosed or has
entered the public domain through no fault of the Receiving
Party;
(b) was known to the Receiving Party and at its free disposal at
the time of disclosure, as demonstrated by documents in
existence at the time of disclosure;
(c) is disclosed with the prior written approval of the Disclosing
Party;
(d) was independently developed by the Receiving Party without any
use of the Confidential Information, as demonstrated by
documents created at the time of such independent development;
(e) became known to the Receiving Party, without restriction, from
a source other than the Disclosing Party without breach of
this Agreement by the Receiving Party and otherwise not in
violation of the Disclosing Party's rights;
(f) is disclosed generally to third parties by the Disclosing
Party without restrictions similar to those contained in this
Agreement; or
(g) is disclosed pursuant to operation of law or by order or of a
court, administrative agency or other governmental body;
provided, however, that the Receiving Party shall provide
prompt written notice to the Disclosing Party describing the
intended disclosure and the reasons therefor, to enable the
Disclosing Party to take such actions (included but not
limited to requesting a protective order) to prevent or
restrict such disclosure.
9.5 Return of Confidential Information. In the event of termination of this
Agreement, the Receiving Party shall return to the Disclosing Party all
Confidential Information, including all copies, recordings and tangible
manifestations thereof, and the Receiving Party shall immediately cease
any further use of the Confidential Information.
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9.6 Remedy for Breach of Article 9. Each party recognizes that the damages
which would be incurred by a violation of any of the provisions of this
Article 9 may be of such a nature as not to be susceptible to
calculation, and that monetary damages may therefore be an inadequate
remedy. Each party agrees that if it breaches this Article 9, or
threatens to do so, the Disclosing Party, in addition to all other
remedies to which the Disclosing Party might be entitled, shall be
entitled to injunctions (or extensions of injunctions) without showing
or proving any actual damage to the Disclosing Party or the inadequacy
of a remedy at law.
10. BOOKS AND RECORDS.
10.1 ASIC agrees to keep accurate books of account and records related to
all transactions related to the license granted pursuant to this
Agreement. ASIC agrees to permit Alliance and its duly authorized
agents to examine, at all reasonable hours of the day, such books of
account and records, and all other documents and materials in the
possession or under the control of ASIC related to the subject matter
of this Agreement. ASIC shall keep all such books of account, records
and all other documents and materials for at least six (6) years from
the date of creation thereof.
11. NO ACTIVITY BY ASIC FOR COMPETITORS OF ALLIANCE.
11.1 ASIC shall not, without the advance written consent of Alliance, engage
in any activity on behalf of a competitor of Alliance, including but
not limited to the sale or promotion of integrated circuit products
other than the Products.
12. GENERAL PROVISIONS.
12.1 Force Majeure. In the event that any party hereto shall be rendered
wholly or partly unable to carry out its obligations under this
Agreement by reasons of causes beyond its reasonable control, including
but not limited to fire, flood, explosion, action of the elements, acts
of God, accidents, epidemics, inability to obtain equipment or material
or insurrection, riots or other civil commotion, war, enemy action,
acts, demands or requirements of the government in any state, or by
other cause which it could not reasonably be expected to avoid, then
the performance of the obligations of each party or the parties as they
are affected by such causes shall be excused during the continuance of
any inability so caused but such inability shall as far as possible be
remedied with all reasonable dispatch.
12.2 Assignment. No party to this Agreement may assign this Agreement or any
rights under this Agreement without the express written permission of
the other parties, and any attempt to do so shall be null and void.
Subject to the foregoing, this Agreement shall be binding upon and
shall inure to the benefit of the respective permitted successors and
assigns of the parties. Nothing in this Agreement, express or implied,
is intended to confer upon any party other than the parties
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hereto or their respective permitted successors and assigns any rights,
remedies, obligations, or liabilities under or by reason of this
Agreement, except as expressly provided in this Agreement.
12.3 Language. This Agreement shall be executed in the English language
which shall be the original and shall control in the event of any
difference between the English text of this Agreement and any
translation hereof which may be made.
12.4 Publicity. The parties agree that the existence of details connected
with this Agreement shall not be published or disclosed to any third
party, except as required at law, securities disclosure regulation or
by auditors, without each other party's written permission.
12.5 Arbitration. All disputes, controversies, or differences which may
arise between the parties, out of or in relation to or in connection
with this Agreement or the breach thereof or with any of the
transactions contemplated hereunder (each an "Arbitrable Claim"), which
cannot be resolved between the parties shall be settled by arbitration
in accordance with the Commercial Arbitration Rules of the American
Arbitration Association ("CAR"), by a panel of three (3) neutral
arbitrators appointed pursuant to the CAR. The arbitrators shall decide
whether a dispute, controversy or difference is an Arbitrable Claim.
Each such arbitrator shall have technical and legal expertise pertinent
to the issues in dispute. No arbitrator shall be paid for more than ten
(10) days of service on this matter at the agreed-upon daily rate, and
the final arbitration award must be rendered not less than fourteen
(14) days following the completion of the arbitration proceeding. Such
arbitration shall be conducted in the English language and shall be
held in San Jose, California, unless the parties agree in writing to
another location. The award shall be final, binding and nonappealable.
The judgment upon the award rendered by the arbitrators may be entered
by any court having jurisdiction thereof, and shall be governed in the
United States by the United States Arbitration Act, 9 U.S.C.
ss.ss.1-16. This Section 12.5 (Arbitration) does not apply to breaches
or threatened breaches of any obligation of Article 9 (Confidential
Information); each party may seek relief from the courts (including
injunctive and other equitable relief) in connection with any such
breach or threatened breach.
12.6 Governing Law; Jurisdiction. This Agreement is made under, and shall be
governed by and construed under the laws of the State of California,
without giving effect to its laws, rules and principles concerning
choice of law or conflicts of law, and excluding the United Nations
Convention on Contracts for the International Sale of Goods. The
federal and state courts of the State of California for the County of
Santa Xxxxx shall have exclusive jurisdiction to adjudicate any dispute
arising out of or in relation to or in connection with this Agreement
or the breach thereof or with any of the transactions contemplated
hereunder; provided that this paragraph does not alter the parties'
agreement to arbitrate disputes as set forth
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in Section 12.5 (Arbitration) herein. The parties hereby expressly
consent to (i) the personal jurisdiction of the courts of California
and (ii) service of process being effected upon them in the manner set
forth in Section 12.11 (Notices) below.
12.7 Joint Venture. Performance by the parties under this Agreement shall be
as independent contractors. Nothing contained herein or done under the
terms of this Agreement shall constitute the parties entering into a
joint venture or partnership, or shall constitute any party the agent
of any other party for any purpose.
12.8 Compliance with Laws and Regulations. The parties shall comply with all
applicable governmental laws, ordinances and regulations. Each party
will be solely responsible for its own individual violations of any
such laws, ordinances, and regulations. Without limiting the foregoing,
(a) in conformity with the United States Foreign Corrupt Practices
Act, ASIC and its employees and agents shall not directly or
indirectly make or authorize a payment, or offer or promise to
pay, or give or offer or promise to give, or authorize the
giving of anything of value for the purpose of influencing an
act or decision of an official of any government outside the
United States or the United States Government (including a
decision not to act) or inducing such a person to use his
influence to affect any such governmental act or decision in
order to assist Alliance in obtaining, retaining or directing
any such business; and
(b) Alliance shall not violate any laws regulating or restricting
the sale, re-export, delivery, or transfer of goods, services
and/or technology, directly or indirectly, to any entity
engaged in the design, development, production, stockpiling or
use of chemical, biological or nuclear weapons or missiles, or
otherwise in violation of applicable United States export law
or regulation.
12.9 Amendments and Written Consents. No part of this Agreement may be
amended, altered or otherwise changed unless in writing duly executed
by each of the parties hereto; in the case of Alliance, no such writing
shall be effective unless executed by the President of Alliance. Any
written consent required of Alliance must be signed by the President of
Alliance to be effective.
12.10 Entire Agreement. This Agreement, together with any exhibits hereto
(which exhibits are an integral part hereof), constitutes the entire
agreement between the parties with respect to the subject matter
hereof, and supersedes all prior agreements, understandings,
negotiations, representations and proposals, written or oral, with
respect to such subject matter.
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12.11 Notices. Any notice or communication required or permitted to be given
under this Agreement shall be given in writing in the English language,
and deemed delivered if sent by: (i) personal delivery, with proof of
delivery; (ii) expedited delivery service (e.g.; Federal Express, DHL),
with proof of delivery; (iii) registered or certified U.S. mail, return
receipt requested; or (iv) facsimile or telex transmission, provided
each transmission is confirmed. Each such notice shall be deemed
delivered if addressed as provided below (or to such different
addresses or to the attention of such other persons as may be
designated from time to time by such party by written notice to the
other parties in accordance with this Section). Any such notice or
communication shall be deemed to have been delivered: (a) immediately
if personally served; (b) three (3) days after deposit, delivery charge
pre-paid, with an expedited delivery service; (c) upon receipt of a
transmission confirmation if sent by facsimile or telex; or (d) in the
case of U.S. mail, five (5) days after deposit, postage pre-paid, in
the mails of the U.S.
If to Alliance: If to ASIC:
Alliance Semiconductor Corporation Alliance Semiconductor
0000 Xxxxx Xxxxx Xxxxxx International Corporation
Xxx Xxxx, Xxxxxxxxxx 00000-0000 0000 Xxxxx Xxxxx Xxxxxx
X.X.X. Xxx Xxxx, Xxxxxxxxxx 00000-0000
Attn: N.D. Reddy U.S.A.
fax: (000) 000-0000 Attn: N.D. Reddy
tel: (000) 000-0000 fax: (000) 000-0000
tel: (000) 000-0000
12.12 Severability. If any provision of this Agreement is held invalid,
illegal or unenforceable in any respect (an "Impaired Provision"), (a)
such Impaired Provision shall be interpreted in such a manner as to
preserve, to the maximum extent possible, the intent of the parties,
(b) the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby, and
(c) such decision shall not affect the validity, legality or
enforceability of such Impaired Provision under other circumstances.
The parties agree to negotiate in good faith and agree upon a provision
to substitute for the Impaired Provision in the circumstances in which
the Impaired Provision is invalid, illegal or unenforceable.
12.13 Attorney's Fees. In the event of any arbitration or litigation between
the parties arising under this Agreement, the substantially prevailing
party (the "Prevailing Party") will be entitled to receive from the
other party the Prevailing Party's reasonable attorneys' fees and
costs, including, without limitation, the cost at the hourly charges
routinely charged therefor by the persons providing the services,
reasonable fees and/or allocated costs of staff counsel, and fees and
expenses of experts retained by counsel in connection with such
arbitration or litigation and
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with any and all appeals or petitions therefrom, in addition to any
other relief to which the Prevailing Party may be entitled.
12.14 Waiver/Exercise of Rights. The failure of any party hereto to enforce,
or the delay by any party in enforcing, any of its rights under this
Agreement shall not be deemed a waiver or a continuing waiver of such
rights or a modification of this Agreement, and such party may, within
the time provided by applicable law, commence appropriate legal
proceedings to enforce any or all such rights. No waiver of a
particular breach or default of this Agreement shall be deemed a waiver
of any other breach or default of this Agreement. All rights and
remedies, whether conferred by this Agreement, by any other instrument
or by law, shall be cumulative, and may be exercised singularly or
concurrently.
12.15 Counterparts. This Agreement may be executed in counterparts, and when
each party has signed and delivered at least one such counterpart, each
counterpart shall be deemed an original, and, when taken together with
other signed counterparts, shall constitute one Agreement, which shall
be binding upon and effective as to all parties.
12.16 Headings. The Article and Section headings used herein are for
convenience only and do not define, limit or construe the content of
such sections.
12.17 Freedom and Authority to Enter Into Agreement. Each party hereby
expressly represents and warrants that it is free to enter into this
Agreement and that such party has not made and will not hereafter make
any agreement or commitment in conflict with the provisions hereof, or
which interferes or might interfere with the full and complete
performance of such party's obligations hereunder. Each party further
represents and warrants that this Agreement, the instruments and
documents contemplated hereby, the performance of the respective
obligations of the parties hereto, and the consummation of the
transactions provided herein have been duly authorized and approved by
all necessary action, and all necessary consents or permits have been
obtained, and neither the execution of this Agreement nor the
performance of the parties' respective obligations hereunder will
violate any term or provision of any valid contract or agreement to
which such party is subject or by which such party is bound. No further
actions or consents are necessary to make this Agreement a valid
binding contract,
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enforceable against the respective parties in accordance with the terms
hereof.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be signed by duly authorized officers or representatives as of the
date first above written.
ALLIANCE SEMICONDUCTOR ALLIANCE SEMICONDUCTOR
CORPORATION INTERNATIONAL CORPORATION
By: /s/ N. D. Reddy By: /s/ N. D. Reddy
________________________ _________________________
N. D. Reddy, President N. D. Reddy, President
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EXHIBIT A
TRADEMARKS AND PRODUCTS
--------------------------------------------------------------------------------
PRODUCTS ASSOCIATED MARKS
--------------------------------------------------------------------------------
Alliance Semiconductor SRAMs Alliance Logo*
--------------------------------------------------------------------------------
Alliance Semiconductor DRAMs Alliance Logo*
--------------------------------------------------------------------------------
Alliance Semiconductor Flash EPROMs Alliance Logo*
--------------------------------------------------------------------------------
Alliance Semiconductor Graphics Alliance Logo*; ProMotion*;
Accelerators No-cost motion video; BetterHalf;
vWindow; DitherFill
--------------------------------------------------------------------------------
*Indicates a U.S. Federally Registered Trademark requiring an accompanying (R)
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EXHIBIT B
TRADEMARK USAGE GUIDE
1. U.S. Federally Registered Marks
a. Alliance Semiconductor Logo
[GRAPHIC OMITTED](R)
b. Word Trademark PROMOTION
ProMotion(R)
or
PROMOTION(R)
2. Other Marks
a. No-Cost Motion Video(TM)
b. BetterHalf (TM)
c. DitherFill(TM)
d. vWindow(TM)
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AMENDED EXHIBIT A
--------------------------------------------------------------------------------
PRODUCTS ASSOCIATED MARKS
--------------------------------------------------------------------------------
Alliance Semiconductor SRAMs Alliance Logo*
--------------------------------------------------------------------------------
Alliance Semiconductor DRAMs Alliance Logo*
--------------------------------------------------------------------------------
Alliance Semiconductor Flash EPROMs Alliance Logo*
--------------------------------------------------------------------------------
Alliance Semiconductor Graphics Alliance Logo*; ProMotion*;
Accelerators ProMotion Logo; No-cost motion
video; BetterHalf;
vWindow; DitherFill;
ProMotion-AT3D; ProMotion-AT24;
ProMotion-3210; ProMotion-6410;
ProMotion-6422; ProMotion
Director's Chair; ProMotion
Director's Tools; PUMA; PISA
--------------------------------------------------------------------------------
*Indicates a U.S. Federally Registered Trademark requiring an accompanying (R)
This Amended Exhibit A to the Trademark License Agreement dated as of October
17, 1996 between Alliance Semiconductor Corporation and Alliance Semiconductor
International Corporation, a Delaware corporation, is executed as of May 31,
1997.
ALLIANCE SEMICONDUCTOR ALLIANCE SEMICONDUCTOR
CORPORATION INTERNATIONAL CORPORATION
By: /s/ N. D. Reddy By: /s/ N. D. Reddy
____________________________ ___________________________
N. D. Reddy, President N. D. Reddy, President
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AMENDED EXHIBIT B
TRADEMARK USAGE GUIDE
A. U.S. Federally Registered Marks
1. Alliance Semiconductor Logo
[GRAPHIC OMITTED](R)
2. Word Trademark PROMOTION
ProMotion(R)
or
PROMOTION(R)
B. Other Marks
1. No-Cost Motion Video(TM)
2. BetterHalf (TM)
3. DitherFill(TM)
4. vWindow(TM)
5. ProMotion Logo:
6. ProMotion-AT3D
7. ProMotion-AT24
8. ProMotion-3210
9. ProMotion-6410
10. ProMotion-6422
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11. ProMotion Director's Chair
12. ProMotion Director's Tools
13. PUMA
14. PISA
This Amended Exhibit B to the Trademark License Agreement dated as of October
17, 1996 between Alliance Semiconductor Corporation and Alliance Semiconductor
International Corporation, a Delaware corporation, is executed as of May 31,
1997.
ALLIANCE SEMICONDUCTOR ALLIANCE SEMICONDUCTOR
CORPORATION INTERNATIONAL CORPORATION
By: /s/ N. D. Reddy By: /s/ N. D. Reddy
____________________________ ____________________________
N. D. Reddy, President N. D. Reddy, President
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