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Exhibit 10.15
*CERTAIN INFORMATION WITHIN THIS EXHIBIT HAS BEEN OMITTED AND THE NON-PUBLIC
INFORMATION HAS BEEN FILED SEPARATELY WITH THE SEC. CONFIDENTIAL TREATMENT
HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.
MEMORY COMPILER LICENSING AGREEMENT
This agreement ("Agreement") is entered into and effective as of
______________ ("Effective Date") by and between Virage Logic Corporation
("Virage Logic"), a company duly incorporated under the laws of California, USA,
having its principal place of business at 00000 Xxxxxxx Xxxxxxx, Xxxxxxx, XX
00000 XXX, and United Microelectronics Corporation, an ROC corporation having
its principal place of business at 13 Innovation Road I, Science Based
Industrial Park, Hsin-Chu City, Taiwan, on behalf of and for the benefit of
itself, UMC Group (USA), UMC Group (Europe) BV and the UMC Group Fabs
(collectively "UMC"). For purposes of this Agreement, the UMC Group fabs are (i)
Nippon Foundry Inc., and (ii) any integrated circuit fabrication facilities
("Fabs") as to which United Microelectronics Corporation owns or controls,
directly or indirectly, in excess of 30% of the voting shares, but only during
such times as such ownership or control exists.
BACKGROUND
Virage Logic has the expertise in developing capability in designing
sub-micron memory bit cells, memory compilers, and other silicon intellectual
property; and
UMC desires to have Virage Logic license to mutual customers an existing
and/or future development of sub-micron memory bit cells and memory compilers
based on UMC's 0.18um and 0.15um technologies;
Now, therefore, the parties hereto agree as follows:
I. DEFINITIONS
1.1 "Net Sales Revenue" shall mean net sales revenues on sales of
Royalty-Bearing Products by UMC as determined in accordance with UMC
Group normal and customary business records under Taiwan Generally
Accepted Accounting Practices.
1.2 "Royalty-Bearing Products" shall mean production wafers manufactured by
UMC and sold to UMC Customers that contain die that include Licensed
Libraries. Royalty-Bearing Products shall not include test chips,
samples and other similar products.
1.3 "Licensed Products" shall mean the Memory Compiler which consists of:
(i) object code versions of a set of executable software programs, (ii)
libraries containing design elements of memory cell arrays and control
logic, and (iii) all related documentation, used for generating memory
configurations as supplied to UMC by Virage Logic.
1.4 "Licensed Libraries" shall mean the libraries set forth in Exhibit A
which contain the Licensed Products and UMC Cells and shall be licensed
by Virage Logic to UMC's customers only.
1.5 "The UMC/Virage Logic Library Program" shall mean the design,
maintenance, sales, distribution and support by Virage Logic of certain
Memory Compilers.
1.6 "UMC Cells" shall mean certain library cells that are provided by UMC as
listed in Exhibit D.
II. DEVELOPMENT AND DELIVERY OF THE LIBRARY
2.1 Development. Virage Logic agrees to use good faith and reasonable
efforts to develop for UMC the Licensed Libraries according to
specifications as provided in Exhibit B ("Specifications") of this
document. Virage Logic agrees to use good faith and reasonable efforts
to provide to UMC the set of deliverables outlined in Exhibit A and
Exhibit B Specifications ("Deliverables"). The
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scope of this Agreement shall include 0.18um and 0.15um technologies,
which may be extended to other technologies, by mutual agreement in
writing.
2.2 Schedule. Virage Logic agrees to use good faith and reasonable efforts
to provide the set of Deliverables according to the schedule and
milestones as provided in the Exhibit C ("Schedule"). For every
milestone set forth Exhibit C, Virage Logic commits to allocate
resources to meet the Schedule.
2.3 UMC Deliverables. UMC agrees to use good faith and reasonable efforts to
provide early access to the technical information, including Design
Rules and SPICE models to Virage Logic for the purpose of developing the
Licensed Libraries. UMC will also provide when available, the DRC
command file for the given process, if appropriate, to Virage Logic for
verification of the design rule interpretation. Virage Logic understands
that there may be potential changes to the information provided, and UMC
agrees to use good faith and reasonable efforts to keep Virage Logic
continuously updated on the most current version of information. Any
changes to the information provided to Virage Logic by UMC may result in
changes to the Schedule set forth in Exhibit C. Exhibit C shall be
updated as necessary to reflect these changes to the schedule with no
penalty imposed upon Virage Logic.
2.4 Licensed Libraries. The Licensed Libraries will be an integration of
(but not limited to) UMC specific memory compilers using the single-port
UMC-supplied bit cells (only after Virage Logic has reviewed the UMC bit
cell and finds it technically superior to the Virage Logic bit cells
from an electrical, layout and manufacturability standpoint), and UMC
specific memory compilers for dual-port and ROM compilers, which contain
bit cells developed by Virage Logic. Licensed Libraries shall also pass
UMC's design rule check (DRC) procedure. UMC shall consider Virage
Logic's suggestions with respect to design rule modifications and
interpretations.
2.5 Quality Assurance. Virage Logic shall use the quality assurance ("QA")
procedure set forth in Exhibit I to instantiate compiled memory on test
wafers produced by UMC, to ascertain that Virage Logic's deliverables
meet the Specification prior to the availability of the Licensed
Libraries. Virage Logic shall provide a tapeout of the test chip to UMC
and will verify the test chip. Virage Logic agrees to perform the QA
procedure on the library deliverables and promptly provide the results
to UMC for its review. UMC will review the library deliverables, then
provide authorization for customer release. In the event the
deliverables provided by Virage Logic are not acceptable, the parties
will use the process set forth in Exhibit I to resolve any issues. After
customer release by UMC, both parties agree to make the QA procedure and
results thereof available to either party's potential customers promptly
upon request.
2.6 Silicon Characterization. Parties shall mutually agree on a Silicon
Characterization program for the memory instances and compilers
generated by Virage Logic for UMC's customers. The intent of such a
program is to prove the viability of Virage Logic's products on the
0.18um and 0.15um UMC processes and provide a vehicle to supply such
Silicon information to UMC's and Virage Logic's joint customers for the
purpose of ensuring Virage Logic's product functionality and for
required data to assist in the chip design.
2.7 Schedule Changes. The Schedule set forth in Exhibit C shall be revised
to reflect any delays resulting from changes to the specification
implemented by either party and agreed to by both parties.
2.8 Test Chips. UMC agrees to allow Virage Logic to use UMC's silicon
shuttle program for the manufacture of 50 test chips per run, up to two
such shuttle runs at no charge to Virage Logic. Any additional test
chips or additional runs required shall be at an additional charge.
Virage Logic agrees to promptly provide UMC with a test characterization
report based on such test chips.
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III. MODIFICATION AND REVISION
3.1 UMC Changes. In the event that UMC makes changes, including but not
limited to design rules and/or process parameters which UMC at its
discretion deem significant, Virage Logic shall, at its sole discretion,
revise the Library at its own expense and at no charge to UMC. The
adjusted Virage Logic deliverables will be provided to UMC's customers
after QA verification, upon a mutually agreed upon schedule.
3.2 Customer Driven Changes. In the event of design tool revisions and
changes which are deemed significant by customer demand and/or technical
review, Virage Logic shall use reasonable efforts to revise the design
kits in the library at its own expense. The adjusted Virage Logic
deliverables will be provided to UMC's customers after QA verification,
upon a schedule mutually agreed upon by UMC and Virage Logic.
3.3 UMC Cells. Virage Logic shall have no right to modify, alter or improve
any cell in UMC Cells and UMC shall remain the sole owner to all rights
to such UMC Cells. UMC grants Virage Logic the non-exclusive,
non-transferable, worldwide, royalty-free right and license to
reproduce, and distribute UMC Cells, under the terms set form in Section
5.1, for the arm of this agreement, solely for the purpose of evaluation
and for the design, place-and-route and tape-out of integrated circuits
to be manufactured at UMC owned or controlled manufacturing facilities.
Such distribution of UMC Cells by Virage Logic shall be consistent with
the manner in which Virage Logic distributes the Licensed Libraries
under UMC/Virage Logic Library Program. UMC will use good faith and
reasonable efforts to correct any bug as necessary to have Virage Logic
meet its Support Agreement(s). If such any bug cannot be corrected using
such efforts, UMC may terminate this Agreement.
IV. OWNERSHIP AND LICENSE
4.1 Virage. As between the parties, Virage Logic exclusively shall have all
property rights, including but not limited to, patent rights,
copyrights, trade secret rights, mask work rights and other rights,
throughout the world in any inventions, intellectual property,
trademarks, works-of-authorship, mask works, ideas or information made
or conceived or reduced to practice by Virage Logic or by Virage Logic
jointly with mid parties in the course of development of memory bit
cells, memory compilers, or other Deliverables under this Agreement.
4.2 UMC. As between the parties, UMC exclusively shall have all right, title
and interest including all patent rights, copyrights, trade secret
rights, mask work rights and other rights throughout the world
(collectively "Intellectual Property Rights") in any inventions,
works-of-authorship, processes, mask works, ideas or information made or
conceived or reduced to practice by UMC or by UMC jointly with third
parties in the course of development of those specifically identified
library cells as listed in Exhibit D, including but not limited to the
UMC single port memory bit cells under this Agreement. Exhibit D shall
be modified from time to time upon mutual agreement between the Parties.
4.3 Joint Development. The parties shall jointly own any inventions,
intellectual property, trademarks, works-of-authorship, mask works,
ideas or information made or conceived or reduced to practice by Virage
Logic jointly with UMC during the course of this Agreement. Each party
shall have the right to use, exploit, and license such joint inventions
for any purpose without a duty to account to, or obtain the consent of,
the other party, and the parties shall cooperate with respect to the
prosecution, protection, and enforcement of the joint inventions.
V. CONSIDERATION
5.1 Royalties.
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5.1.1 UMC shall pay to Virage Logic a royalty on Net Sales Revenue
of Royalty Bearing Products as follows (as reduced by
Section 5.1.2 below) :
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Total Cumulative Maximum Royalty Rate
Royalty Paid to
Virage Logic
--------------------- ----------------------
*** **%
--------------------- ----------------------
*** **%
--------------------- ----------------------
*** **%
--------------------- ----------------------
5.1.2 Allocation.
5.1.2.1 By Library Class. Except as set forth herein, **** of
the above Maximum Royalty Rate shall be due for each
library class integrated into Royalty-Bearing Products
that utilize a Licensed Library. The library classes
are standard cells (SCL), input/output cells (I/O) and
memory.(1)
5.1.2.2 Within a Library Class. In the event a Royalty-Bearing
Product contains both a Licensed Library and library
components licensed from a third party for which MAC is
contractually obligated to pay royalties in the same
library class, the royalty due for Licensed Libraries
under the affected library class(es) shall be reduced
to **** the applicable Maximum Royalty Rate.(2)
5.2 Royalty Obligation. UMC shall be obligated to pay royalties as stated
herein to Virage Logic for any UMC customer design that is: (a) properly
designated at time of production release to UMC by UMC's customer as
containing Licensed Libraries that have been so licensed under UMC's
Library Program, and (b) where such designs are manufactured by UMC. In
the event that a customer designates to UMC that multiple library
vendors contributed to the design, the royalties payable under this
Agreement shall be in accordance with Section 5.1.2.
5.3 Identification of Licensed Libraries. UMC agrees to use its standard
procedures for identifying designs that contain Licensed Libraries,
including without limitation, requiring customers to identify all third
party IP included in customer designs manufactured at UMC fabs. In order
to facilitate this effort, Virage Logic agrees to participate in UMC's
IP watermarking program. Under this program UMC will read tapeouts to
identify watermarked IP contained on such tapeout and provide Virage
Logic with a report of all customer designs that include Virage Logic
IP. Notwithstanding the above, if any of UMC's customers notifies UMC of
errors or omissions discovered, UMC shall pay Virage Logic the owed
applicable royalties as stated under the terms of this Agreement or
Virage Logic shall refund any overpayment of royalties, as applicable.
5.4 Royalty Reports. In order to facilitate payment of royalties pursuant to
this Agreement, UMC will report to Virage Logic in writing the total Net
Sales Revenues on Royalty-Bearing Products within thirty days of the end
of each quarter in which royalties have accrued, and, for those quarters
in which royalties have accrued, will pay the applicable royalties to
Virage Logic within forty-five (45) days of receipt of an applicable
invoice from Virage Logic.
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(1) By way of example, if Licensed Libraries are integrated into a
Royalty-Bearing Product while the total applicable Royalty Rate is **%, only
** percent royalty shall be due on such products (**% for memory libraries).
(2) By way of example, if memory libraries are integrated into a Royalty-Bearing
Product while the total applicable Royalty Rate is **%, but a third party
memory library is also integrated into such Royalty-Bearing Product, only
**% royalty shall be due to Virage on such products.
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5.5 Taxes. The royalties set forth in this Article 5 include all applicable
taxes, if any. If any taxes (including without limitation, sales taxes,
value added taxes or withholding taxes) are imposed on the payment of
NREs, royalties or other fees by UMC to Virage Logic hereunder, UMC may
either deduct such taxes from payments made to Virage Logic, have Virage
Logic directly pay such taxes, or have Virage Logic reimburse UMC for
taxes paid by UMC The parties agree to commercially reasonable efforts
to cooperate to reduce the tax burden on each party.
5.6 Third Party Licenses. The royalties set forth in this Article 5 include
all third party licenses necessary for UMC and UMC customers to enjoy
the rights granted hereunder. Virage Logic win be solely responsible for
any third party fees and royalties due.
VI. DISTRIBUTION OF THE LIBRARY
6.1 Distribution of Licensed Libraries. During the terms of this Agreement,
upon acceptance of the Licensed Libraries by UMC pursuant to Section 2.5
above, Virage Logic shall have non-exclusive and non-transferable rights
to reproduce and distribute, free of charge, the Licensed Libraries to
third party entities ("Licensed Library Recipients") without any payment
of royalties or other fees to UMC. Virage Logic agrees that UMC bit
cells may only be shipped with memory compilers developed specifically
for the UMC bit cell and shall not be distributed by themselves.
6.2 End-User Agreements. Virage Logic agrees to sign "License Agreements"
with the Licensed Library Recipients for their use of the Licensed
Libraries. Virage Logic understands and agrees to inform Licensed
Library Recipients that the relationship between UMC and the Licensed
Library Recipients will be purely for foundry services provided by UMC
and the Licensed Library Recipients must enter into a separate agreement
with UMC to obtain foundry services from UMC.
6.3 Restrictions. Virage Logic shall have no right to use, and hereby agrees
that it will not use, any information provided by UMC hereunder to
assist third parties in migrating from UMC processes to non-UMC
processes. Virage Logic further agrees that it will not provide any UMC
information to third parties unless such party has entered into a
non-disclosure agreement with UMC specifically authorizing such
disclosure.
6.4 Master License Agreement. Virage Logic's standard Master License
Agreement is attached as Exhibit H for information only and shall serve
as a basis for the License Agreements Virage Logic will enter into with
customers under the UMC/Virage Logic Library Program. Virage Logic shall
have the right to make changes from time to time to the License
Agreements so long as any such changes do not: (1) violate the terms of
this Agreement, (2) materially alter the basic license restriction that
the Licensed Library Recipients may use the Licensed Libraries only for
evaluation and for the design, place-and-route and tape-out of
integrated circuits to be manufactured solely at UMC or its designated
manufacturing facilities, or (3) alter the terms set forth in delete
Virage Logic's indemnification and limitation of liability sections of
the Master License Agreement. Virage Logic agrees that it will offer its
standard Master License Agreement with its standard pricing (or more
favorable pricing) to all UMC Customers.
6.5 Changes to MLA. The parties agree that Virage Logic may make changes to
the Master License Agreement on a case-by-case basis for particular
Licensed Library Recipients that are not permitted under Section 6.4;
provided that, UMC's consent has been obtained in writing (email with
appropriate acknowledgment and facsimile will be acceptable forms of
writing for such consents). Provided that Virage Logic may change those
sections described in Section 6.4(3) as negotiated with a customer as
long as the sections described in Section 6.4(3) are initially offered
to such customer as set forth in the attached Master License Agreement.
6.6 Customer Support. Virage Logic shall be responsible for providing
Licensed Library Recipients support for the Licensed Libraries
distributed by Virage Logic. Virage Logic shall be free to set all terms
and conditions for support, maintenance, engineering and customization
services
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provided by Virage Logic to any Licensed Library Recipients; provided
that UMC customers in the aggregate will be provided the same level of
support at the same percentage of list price for support as customers of
other foundries unless UMC customers require abnormal amounts of
support.
6.7 Distribution by UMC. UMC shall have the right to use and distribute the
Licensed Libraries for UMC or its designated subcontractors' internal
designs, including ASICs; provided that, UMC shall execute a Virage
Logic License Agreement as described in Exhibit H of this Agreement. If
required, support for UMC's internal ASIC use of the Licensed Libraries
can be purchased at Virage Logic's standard fees.
6.8 Licenses Requested by UMC. Upon written request by UMC, Virage Logic
will, on reasonable terms and conditions, license and distribute the
Licensed Libraries to (a) other third party design service providers
creating designs that will be manufactured solely at UMC or UMC
designated facilities; (b) distribute as necessary to library
developers; or (c), distribute to fulfill UMC's current contractual
obligations and to facilitate future contractual obligations. The terms
of these aforementioned licenses will be mutually agreeable to UMC.
Virage Logic, and the third party on a case by case basis. Virage Logic
may decline to license the following competitors of Virage Logic:
Avant!, Dolphin, Virtual Silicon Technology, Duet, Silicon Access, and
Leda. Virage Logic may unilaterally modify the above list of competitors
at any time (upon written notice to UMC to include any additional
competitors that sell, transfer, and/or license compilers and instances
(designs of discrete integrated circuit memory cell arrays and
corresponding control logic) that compete with Virage Logic products and
Virage Logic shall, if requested by UMC, remove from the list any
entities that no longer compete with Virage Logic.
6.9 Promotion of Licensed Libraries. Both Virage Logic and UMC shall promote
the Licensed Libraries to customers of both parties ("Customers") using
Virage Logic as the distributor. All licensees of Licensed Libraries
will be granted a license for unlimited and/or limited use of the
Licensed Libraries and Deliverables solely for tapeout to UMC.
6.10 Reports. Virage Logic shall provide UMC a monthly update of all Licensed
Library Recipients who receive front-end Views and/or Back-End Views.
Virage Logic shall not directly or knowingly indirectly make available
the Licensed Libraries to any company on the list provided in Exhibit E
without first obtaining UMC's consent in writing (email and facsimile
will be acceptable forms of writing for such consents).
6.11 Quarterly Meetings. Both parties will jointly hold quarterly meetings to
review performance as a participant in the UMC/Virage Logic Library
Program beginning from the Effective Date. The parties will assign
liaison representatives at both corporate and regional levels. The
liaison representatives are as follows:
UMC VIRAGE LOGIC
Name: Name: Xxxxx Xxxxxx or designee
Title: Title: Director, Business Development
Phone #: Phone #: (000) 000-0000
E-mail address: E-mail address: xxxxx@xxxxxxxxxxx.xxx
VII. TERM AND TERMINATION
7.1 Term. This agreement shall have an initial term of five (5) years from
the Effective Date, and shall automatically be renewed for successive
one (1) year terms, unless either party give the other party notice of
its intent to terminate the Agreement at least ninety (90) days prior to
the end of the then current term.
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7.2 Termination. This Agreement may be terminated early by either party if
the other party (1) breaches any material provision of this Agreement
and does not cure or remedy such breach within thirty (30) days after
receipt of the written notice of breach from the other party; or (2)
becomes the subject of a voluntary or involuntary petition in bankruptcy
or any proceeding relating to insolvency, receivership, liquidation, or
composition for the benefit of creditors if such petition or proceeding
is not dismissed with prejudice within sixty (60) days after filing.
Termination of this Agreement shall be effective thirty (30) days after
issuance of a written notice of termination to the other party by the
non-defaulting party.
7.3 Effect of Termination. Termination of this Agreement for any reason
shall not affect the obligations accruing prior to the effective date of
termination, including but not limited to payment of all royalties due
Virage Logic based on sales of the Compiler prior to termination. The
rights and obligations under Sections 4, 5, 7.6 (if a Release Condition
has occurred), 8, 9, 10, 11, and 12, shall survive the termination or
expiration of this Agreement.
7.4 Return of Confidential Information. Upon the effective date of
termination, each receiving party shall cease to use and shall either
destroy or return to the disclosing party all of the disclosing party's
Confidential Information in possession or under the receiving party's
control during the term of this Agreement. Any related documentation and
copies thereof, in whole or in part, in all forms of media, together
with the receiving party's written certification by a duly authorized
officer that the receiving party's Confidential Information, and all
related documentation and all copies thereof, in whole or in part, are
no longer in use and have been returned to the disclosing party or
destroyed; provided that UMC may retain Virage Logic Confidential
Information in the event it receives source code under Section 7.6, and
such Confidential Information is necessary or useful for exercising
UMC's rights grants under Section 7.6 below.
7.5 No Waiver. Termination of this Agreement under this Section shall be in
addition to, and not a waiver of, any remedy at law or in equity
available to either party arising from the other party's breach of this
Agreement.
7.6 Source Code Escrow. Virage Logic agrees to put into escrow a copy of the
Licensed Libraries, excluding the GUI software, in human readable format
("Source Code"), in detail that is in accordance with the industry
standard for such Source Code. Prior to Virage Logic putting the Source
Code into escrow, the parties shall execute a source code escrow
agreement that contains the provisions below:
7.6.1 Escrow Account. Within sixty (60) days of the signing of a
source code escrow agreement between UMC Virage Logic and
Data Securities International ("Escrow Agent"), Virage Logic
agrees to place in an escrow account in California, a copy
of the Source Code. The escrow agreement shall contain, at a
minimum, the terms and conditions Set forth in this Section
7.6.1 and Section 7.6.2 below. UMC shall bear all fees,
expenses and other charges incurred to open and maintain
such escrow account. Virage Logic shall update the escrow
account as necessary to maintain the most recent copy of
Licensed Libraries in the escrow account.
7.6.2 Release. UMC shall notify Virage Logic and Escrow Agent by
certified mail in the event: (i) Virage Logic or its
successors is unable or unwilling to provide support, and
(ii) UMC reasonably anticipates that the release of the
Source Code will be required for UMC to properly support a
current existing customer of both UMC and Virage Logic
because of a change in Spice Models, Design Rules, UMC
Single-Port Memory Bit Cell, Sizing Equation, and/or Layer
Mapping for a specific process identified in Exhibit C to
this Agreement (the "Release Conditions"). Unless within
fifteen (15) days thereafter Virage Logic files with the
Escrow Agent its affidavit executed by a responsible
executive officer clearly refuting the occurrence of Release
Conditions, the Escrow Agent shall upon the sixteenth (16th)
day release the Source Code to UMC. In the event Virage
Logic files such an affidavit, the parties agree to enter
into binding mediation to resolve
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the dispute. The mediation shall be completed within thirty
(30) days of either party's notification requesting a
mediation. The mediator shall require pre-hearing exchange
of documentary evidence to be relied upon by each of the
respective parties in their respective cases in chief and
pre-hearing exchange of briefs. The mediator will make her
decision in writing; and her decision will be binding upon
the Parties. In the event the mediator decides in favor of
UMC, the parties shall send a joint notification to the
Escrow Agent to immediately release the Source Code to UMC.
7.6.3 License. Upon the release of the Source Code hereunder, UMC
shall have a license to modify, have modified and use the
Source Code only in the event that the need for such use
and/or modification is necessary to support current existing
customer(s) of both Virage and UMC for the processes
identified in Exhibit C. UMC's license to use and/or modify
Source Code released hereunder is strictly limited to only
the Source Code associated with the process(es) for which
support is required or anticipated to be required. UMC shall
own all right title and interest in any modifications to the
Source Code created by or for UMC; subject to Virage Logic's
rights in the underlying Source Code. UMC agrees to grant
Virage Logic a perpetual, royalty-free, worldwide,
non-exclusive, fully-paid license to use such UMC
modifications to create modified versions of the Source Code
and to reproduce and distribute such modified versions of
the Source Code in object code form.
VIII. WARRANTY
8.1 Limited Warranty. Virage Logic warrants for a period of twelve (12)
months from delivery of the Licensed Libraries to UMC that such Licensed
Libraries, as delivered, will be free from defects in the media and will
substantially conform to the Specifications. In the event of
nonconformance of the Licensed Libraries, UMC shall promptly notify
Virage Logic and provide Virage Logic with all available information in
written or electronic form so that Virage Logic can reproduce the Error.
Virage Logic's sole obligation is to undertake good faith and reasonable
efforts to correct the Errors reported to Virage Logic in writing or in
electronic form during the warranty period. VIRAGE LOGIC'S SOLE
LIABILITY AND UMC's EXCLUSIVE REMEDY WITH RESPECT TO BREACH OF THE
FOREGOING LIMITED WARRANTY WILL BE LIMITED TO, AT VIRAGE LOGIC'S OPTION,
ERROR CORRECTION OR PRODUCT REPLACEMENT, OR IF NEITHER IS IN VIRAGE
LOGIC'S OPINION REASONABLY FEASIBLE, TERMINATION OF THE AGREEMENT'S
COVERAGE OF THE PRODUCT THAT BREACHES THE FOREGOING LIMITED WARRANTY.
8.2 Disclaimer of Warranty. EXCEPT FOR THE ABOVE EXPRESS LIMITED WARRANTY
AND THE WARRANTIES SET FORTH IN ARTICLE X BELOW, THE LICENSED LIBRARIES,
KNOW-HOW, AND DOCUMENTATION ARE LICENSED "AS IS," AND VIRAGE LOGIC MAKES
NO OTHER WARRANTIES EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING
THE LICENSED PRODUCT, DESIGN TECHNIQUES OR DOCUMENTATION. VIRAGE LOGIC
SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE, OR RISING FROM A COURSE OF DEALING OR
USAGE OF TRADE.
IX. LIMITATION OF LIABILITY
9.1 Direct Damages. VIRAGE LOGIC'S TOTAL LIABILITY FOR DIRECT DAMAGES UNDER
THIS AGREEMENT SHALL NOT EXCEED $100,000. UMC's TOTAL LIABILITY FOR
DIRECT DAMAGES UNDER THIS AGREEMENT SHALL NOT EXCEED $100,000; PROVIDED
THAT EACH PARTY'S LIABILITY FOR CLAIMS ARISING OUT OF ARTICLE XI BELOW
SHALL BE AS FOLLOWS: (I) FOR CLAIMS COVERED BY SECTIONS 11.2(i),
11.2(ii), 11.7(i) or 11.7(ii) EACH PARTY'S TOTAL LIABILITY SHALL NOT BE
LIMITED; and (II) FOR CLAIMS COVERED BY SECTIONS 11.2(iii) or 11.7(iii),
EACH PARTY'S LIABILITY SHALL BE LIMITED TO THE AMOUNTS PAID BY UMC TO
VIRAGE
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PURSUANT TO THIS AGREEMENT AT THE TIME THE CLAIM IS SETTLED OR DAMAGES
ARE AWARDED.
9.2 Consequential Damages. EXCEPT FOR DAMAGES ARISING OUT OF A BREACH OF
ARTICLE X BELOW OR FOR DAMAGES CLAIMED BY A THIRD PARTY THAT ARE COVERED
BY ARTICLE XI BELOW, UNDER NO CIRCUMSTANCES, SHALL EITHER PARTY BE
LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING IN
ANY WAY OUT OF THIS AGREEMENT OR THE USE OF THE LICENSED PRODUCT, DESIGN
TECHNIQUES AND DOCUMENTATION, HOWEVER CAUSED, (WHETHER ARISING UNDER A
THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE); OR OTHERWISE),
INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF DATA,
OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES. THE LIMITATIONS
ON EITHER PARTY'S LIABILITY SET FORTH IN THIS SECTION IX SHALL APPLY
NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY OF THE LIMITED
REMEDIES SET FORTH IN SECTIONS 8.1 AND 9.1 ABOVE.
X. PROPRIETARY INFORMATION
10.1 NDA. The parties have entered into a Non-disclosure agreement (NDA)
attached hereto as Exhibit G and the terms of such NDA shall be
incorporated into this Agreement by reference.
10.2 Proprietary Information. All Proprietary Information and any copies
thereof remain the property of the disclosing party and no license or
other rights is granted or implied hereby. The receiving party shall,
upon the disclosing party's request, return the original and all copies
of tangible Proprietary Information.
10.3 Survival. This Section shall survive the termination or expiration of
this Agreement for a period of five (5) years.
XI. PATENT AND COPYRIGHT INFRINGEMENT
11.1 UMC Warranties. UMC represents, warrants and covenants that: (a) the UMC
Cells will not infringe or misappropriate any patent, copyright, tirade
secret, trademark, mask work right, or any proprietary right of any
third party; (b) entering into and performance of this Agreement does
not contravene the terms, provisions or conditions of any instrument or
contract by and between UMC and any third party; (c) the UMC Cells shall
be original works of UMC or its subcontractors who have granted
ownership to UMC, (d) UMC has not previously granted, and neither will
grant in the future, any rights in the UMC Cells that are inconsistent
with the ownership rights and licenses granted to Virage Logic herein;
(e) UMC has the rights and abilities to perform its obligations
hereunder; (f) all hardware, software and/or firmware delivered by UMC
individually or in combination as an integrated system, as the case may
be, shall accurately and automatically process any and all date and
date-related data including, but not limited to calculating, comparing,
and sequencing and that such date-related processing will take into
consideration leap year calculations; and (a) the UMC Cells will contain
no computer viruses or other contaminants, including but not limited to
any code or instructions that may enable unauthorized access to, or
damage, modify or disable, programs or data stored on or transmitted by
a computer system in a manner not intended by the owner and/or user of
such computer system.
11.2 UMC Indemnity. UMC shall, at its own expense, subject to the limitations
set forth in Sections 9.1 and 9.2 above, indemnify, hold harmless, and
defend or at its option, settle any claim, suit, or proceeding brought
by a third party against Virage Logic for infringement of (i) any third
party's copyright or misappropriation of any third party trade secret,
(ii) any patent knowingly infringed by UMC that is issued in the United
States, Taiwan, Japan or the European Union, or (iii) any patent issued
in the United States, Taiwan, Japan or the European Union that is
unknowingly infringed by UMC, by virtue of Virage Logic's authorized
use, reproduction, distribution and
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sublicensing of any of the UMC Cells as provided by UMC pursuant to the
terms of this Agreement and shall pay any settlement amounts or damages
finally awarded in such claim, suit or proceeding; provided that Virage
Logic: (a) promptly notifies UMC in writing of such claim, suit or
proceeding, (b) gives UMC sole control over the defense and/or
settlement of such claim, suit or proceeding; and (c) fully cooperates
and provides all available information, assistance and authority to
defend or settle the claim, suit or proceeding. UMC shall not be liable
for any costs, expenses, damages or fees incurred by Virage Logic in
defending such action or claim unless authorized in advance in writing
by UMC or UMC has failed to fulfill its obligations under the terms of
this clause in a timely manner. This Section 11.2 shall not apply to
claims arising out of modifications to the UMC Cells as provided by UMC
or arising out of combination of the UMC Cells with other technology.
11.3 UMC Control. Any action to be brought to prevent or enjoin any third
party from infringement of any patent, copyright or other proprietary
rights of UMC with respect to UMC Cells shall be brought exclusively by
MAC or UMC's designee, in UMC's sole discretion and as between UMC and
Virage Logic, at UMC's sole cost and expense.
11.4 Potential Infringement. If the UMC cells are, or in UMC's opinion are
likely to become, the subject of a claim, suit, or proceeding alleging
infringement, UMC will use good faith and reasonable efforts: (a) to
procure at no cost to Virage Logic, the right to continue using,
reproducing, distributing and sublicensing the UMC cells; (b) to replace
or modify the UMC cells, at no cost to Virage Logic, to make them
non-infringing, provided that substantially the same function is
performed by the replacement of modified UMC cells, or (c) if the right
to continue using, reproducing, distributing and sublicensing the UMC
cells cannot be reasonably procured for Virage Logic or the UMC Cells
cannot be replaced or modified to make them non-infringing, terminate
the license of such UMC cells hereunder; provided, that UMC's indemnity
obligations shall continue indefinitely as to all use, reproduction,
distribution and sublicensing of the UMC cells prior to such
termination.
11.5 Sole Obligation. The foregoing states UMC's sole obligations and entire
liability with respect to any claim of infringement of the UMC cells of
any intellectual property or other rights of any third party.
11.6 Virage Warranties. Virage Logic represents, warrants and covenants that:
(a) the Licensed Libraries will not infringe or misappropriate any
patent, copyright, trade secret, trademark, mask work right, or any
proprietary right of any third party; (b) entering into and performance
of this Agreement does not contravene the terms, provisions or
conditions of any instrument or contact by and between Virage Logic and
any third party; (c) the Deliverables shall be an original work of
Virage Logic or its subcontractors who have granted ownership to Virage
Logic, (d) Virage Logic has not previously granted, and neither will
grant in the future, any rights in the Deliverables that are
inconsistent with the ownership rights and licenses granted to UMC
herein; (e) Virage Logic has the rights and abilities to perform its
obligations hereunder; (f) all hardware, software and/or firmware
delivered individually or delivered in combination as an integrated
system, as the case may be, shall accurately and automatically process
any and all date and date-related data including, but not limited to
calculating, comparing, and sequencing and that such date-related
processing will take into consideration leap year calculations; and (a)
the Deliverables will contain no computer viruses or other contaminants,
including but not limited to any code or instructions that may enable
unauthorized access to, or damage, modify or disable, programs or data
stored on or transmitted by a computer system in a manner not intended
by the owner and/or user of such computer system.
11.7 Virage Indemnity. Virage Logic shall, at its own expense, , subject to
the limitations set forth in Sections 9.1 and 9.2 above, indemnify, hold
harmless, and defend or at its option, settle any claim, damages, suits,
or proceeding brought by a third party against UMC: (i) for infringement
of any third party's copyright or misappropriation of a third party
trade secret, (ii) for infringement of a
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third party patent issued in the United States, Taiwan, Japan or the
European Union where such patent was knowingly infringed by Virage
Logic; and (iii) for infringement of a third party patent issued in the
United States, Taiwan, Japan or the European Union where such patent was
unknowingly infringed by Virage Logic, by virtue of UMC's authorized
use, reproduction, distribution and sublicensing of any of the Licensed
Libraries pursuant to the terms of this Agreement, and shall pay any
settlement amounts or damages finally awarded in such claim, suit or
proceeding; provided that UMC: (a) promptly notifies Virage Logic in
writing of such claim, suit or proceeding, (b) gives Virage Logic sole
control over the defense and/or settlement of such claim, suit or
proceeding; and (c) reasonably cooperates and provides all available
information, assistance and authority to defend or settle the claim,
suit or proceeding. Virage Logic shall not be liable for any costs,
expenses, damages or fees incurred by UMC in defending such action or
claim unless authorized in advance in writing by Virage Logic or Virage
Logic has failed to fulfill its obligations under the terms and
conditions of this clause in a timely manner. This Section 11.7 shall
not apply to claims arising out of modifications to the Licensed
Libraries as provided by Virage Logic or arising out of combination of
the Licensed Libraries with other technology.
11.8 Virage Control. Any action to be brought to prevent or enjoin any third
party from infringement of any patent, copyright or other proprietary
right of Virage Logic with respect to the licensed Libraries shall be
brought exclusively by Virage Logic or Virage Logic's designee, in
Virage Logic's sole discretion and as between Virage Logic and UMC, at
Virage Logic's sole cost and expense.
11.9 Potential Infringement. If the Licensed Libraries are, or in Virage
Logic's opinion are likely to become, the subject of a claim, suit, or
proceeding alleging infringement, Virage Logic will use good faith and
reasonable efforts: (a) to procure at no cost to UMC the right to
continue using, reproducing, distributing and sublicensing the Licensed
Libraries; (b) to replace or modify the Licensed Libraries, at no cost
to UMC, to make them non-infringing, provided that substantially the
same function is performed by the replacement of modified the Licensed
Libraries, or (c) if the right to continue using, reproducing,
distributing and sublicensing the Virage Logic Cells cannot be
reasonably procured for UMC, or the licensed Libraries cannot be
replaced or modified to make them non-infringing, terminate the license
of such Virage Logic products hereunder; provided, that Virage Logic's
indemnity obligations shall continue indefinitely as to all use,
reproduction, distribution and sublicensing of the Licensed Libraries
prior to such termination.
11.10 Sole Obligation. The foregoing states Virage Logic's sole obligations
and entire liability with respect to any claim of infringement of the
Licensed Libraries of any intellectual property or other rights of any
third party.
XII. GENERAL TERMS
12.1 Choice of Law. This Agreement shall be governed by and construed in
accordance with the laws of State of California. In the event of any
dispute arising out of or in connection with this Agreement which cannot
be amicably settled by the parties hereto, the parties agree to submit
any such dispute to binding arbitration in accordance with the Rules of
American Arbitration Association. All information relating to or
disclosed by either party in connection with the arbitration shall be
treated by the parties as confidential information and no disclosure of
such information shall be made by either party without the prior written
consent of the other party.
12.2 Export Controls. Both parties agree and certify that neither party will
export the materials nor the direct product thereof outside the United
States except as authorized and as permitted by the laws and regulations
of the United States; provided that the party providing such information
or other items subject to export control restrictions identify such
restrictions to the receiving party.
12.3 Assignment. This Agreement may not be assigned by either party without
the prior written consent from the other party, including pursuant to a
merger or acquisition or operation of law.
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12.4 Audit. UMC shall keep full and accurate books and records pertaining to
UMC's performance under this Agreement for a period of at least two (2)
years after the date a given quarterly payment is made by UMC to Virage
Logic. UMC shall permit a mutually appointed 3rd party who has signed a
UMC NDA, on behalf of Virage Logic, to examine such books and records,
at Virage Logic's sole cost and expense, upon reasonable prior written
notice during normal working hours, but not later than two (2) years
following the payment in question nor more frequently than once each
year, for the sole purpose of verifying the compensation payments and
reports and accountings related thereto. Prompt adjustment shall be made
to compensate for any errors or omissions disclosed by such examination.
In the event such examination shows underreporting and underpayment in
excess of seven and one half percent (7.5%) in any twelve (12) month
period ending 3 months prior to the date of such examination, then UMC
shall pay Virage Logic the reasonable cost of any such examination as
well as the unpaid compensation payments.
12.5 Notices. Any notice, report, approval or consent required or permitted
hereunder shall be in writing and will be deemed to have been duly given
if delivered personally, by facsimile, or mailed by first-class,
registered or certified mail, postage prepaid to the respective
addresses of the parties as set forth in this Agreement. If to Virage
Logic, Attention: VP, Finance.
If to UMC:
Attn:
Copy to:
Law+
000 Xxxxxxxxx Xxxxxx
Xxx Xxxxx, XX 00000
Attn: Xxxxx Xxxxxxxx, Esq.
Fax: (000) 000-0000
12.6 No Waiver. Failure by either party to enforce any provision of this
Agreement will not be deemed a waiver of future enforcement of that or
any other provision.
12.7 Independent Contractors. The relationship of Virage Logic and UMC
established by this Agreement is that of independent contractors, and
nothing contained in this Agreement shall be construed (i) to give
either party the power to direct or control the day-to-day activities of
the other or (ii) to constitute the parties as partners, joint ventures,
co-owners or otherwise as participants in a joint or common undertaking.
Neither party will have the power to bind the other or incur obligations
on the other's behalf without the other's prior written consent
12.8 Severability. If for any reason a court of competent jurisdiction finds
any provision of this Agreement, or portion thereof, to be
unenforceable, that provision of the Agreement will be enforced to the
maximum extent permissible so as to effect the intent of the parties,
and the remainder of this Agreement will continue in full force and
effect.
12.9 Attorneys' Fees. The prevailing party in any action to enforce the
Agreement shall be entitled to recover the costs and expenses including,
without limitation, reasonable attorneys' fees.
12.10 Injunctive Relief. The parties agree that a material breach of this
Agreement adversely affecting both parties' Intellectual Property Rights
which would cause irreparable injury to the nonbreaching party for which
monetary damages would not be an adequate remedy. Therefore, the parties
agree that the non-breaching party shall be entitled to equitable relief
in addition to any remedies it may have hereunder or at law.
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12.11 Force Majeure. Except for the obligation to make payments hereunder,
nonperformance of either party shall to be excused to the extent that
performance is rendered impossible by strike, fire, flood, governmental
action, failure of suppliers, earthquake, or any other reason where
failure to perform is beyond the reasonable control of the
non-performing party.
12.12 Entire Agreement. This Agreement, including all Supplements, constitutes
the entire agreement between the parties with respect to the subject
matter hereof, and supersedes all prior agreements or representations,
oral or written, regarding such subject matter. This Agreement may not
be modified or amended except in writing, signed by a duly authorized
representative of both parties.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed in duplicate on their behalf by their duly authorized officers and
representatives on the date given above.
UMC GROUP VIRAGE LOGIC CORPORATION
By: By:
------------------------------- ---------------------------------
---------------------------------- ------------------------------------
(Print Name) (Print Name)
---------------------------------- ------------------------------------
(Title) (Title)
---------------------------------- ------------------------------------
(Date) (Date)
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EXHIBIT A: VIRAGE LOGIC 0.18UM & 0.15UM DELIVERABLES
REVISION 0, DATED 3/15/00
The content of this Exhibit shall be modified from time to time as mutually
agreed to by both parties:
DEFINITION OF UMC 0.18UM AND 0.15UM DELIVERABLES:
Models and User Documentation ("Front-end Views"):
1. Verilog Models with SDF Support
2. VHDL (VITAL) Models with SDF Support
3. Symbols for composer (RAM support not required)
4. Symbols for Synopsys (RAM support not required)
5. Symbols for EDIF 200 (RAM support not required)
6. PrimeTime Models with SDF Support
7. Synopsys Synthesis Models (.lib file) - including power information for
power design, wire-load model (options for customer to choose)
constructed by place & route results.
8. Cadence TLF 3.0 Models
9. Star-DC timing models
10. LEF/Abstracts for Silicon Ensemble/Cell3/Aquarius/Apollo
11. Memory compiler abstract for Aquarius & Apollo: manual and automated
approach
12. CLF models for Avant!
13. Derating factors (including pin-to-pin delay time. Timing constraints :
setup time, hold time, recovery time, min. pulse width).
** Process-derating factor when typical is set to 1
** Temp. derating factor when ____ degrees C is set to 1
** Voltage derating factor when VDD = ______ V is set to 1
14. Automatic Data Sheet Generator
15. Customer Documentation*
- Note that item 1, 2, 7, 8, 10, 11, 14, 15 are the standard deliverables,
other items are delivered upon customer request.
Physical Views ("Back-End" Views):
1. GDSII
2. Place & Route technology file for Silicon Ensemble/Cell3/Aquarius/Apollo
** Provide sample solution in deliverable UMC needs to review and run
test case).
3. SPICE netlist for LVS
- Note that item 2 will be shipped as per customer request
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EXHIBIT A: VIRAGE LOGIC 0.18UM & 0.15UM DELIVERABLES (con't.)
REVISION 0, DATED 3/15/00
CUSTOMER DOCUMENTATION
Documentation Describing Characterization and Verification Methodology
*Note: Customer Documentation includes:
1) Standard Cell Databook (if provided by Virage Logic) (including power
route guide)
2) Users Manual for Custom-Touch Memory Compilers which may include:
1. Installation and usage instructions
2. Process Optimization for UMC 0.18 process
3. Memory architecture
Optimizing clock-to-wordline driver performance
Optimizing wordline driver-to-sensing performance
Optimizing sensing-to-output drive performance
Optimizing sense amplifier recovery time
Self-timing and duty-cycle independence
4. Memory Compiler
User options - Global file parameters
Performance metrics
Design specifications
Run-time configuration
Model views
Functional description
Timing diagrams
Characterization conditions
5. Test Interface
BIST
Parallel test
Scan test
Serial test
LICENSED LIBRARIES (AS DEFINED IN THE DATA SHEETS ATTACHED HERETO AS EXHIBIT F)
2 port (1R, 1W) Register File compiler
1 port high density SRAM compiler
Dual port (2RW) high density SRAM compiler
IN WITNESS WHEREOF, the parties have caused this Exhibit revision to be executed
on their behalf by their duly authorized officers and representatives on the
date given below. This revision hereby supersedes all previous versions of this
Exhibit.
UMC GROUP VIRAGE LOGIC CORPORATION
By: By:
---------------------------- ---------------------------------
-------------------------------- ------------------------------------
(Print Name) (Print Name)
-------------------------------- ------------------------------------
(Date) (Date)
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EXHIBIT B: SPECIFICATIONS
REVISION 0, DATED 3/15/00
The contents of this Exhibit shall be modified from time to time as mutually
agreed to by both parties:
Please see 0.18(mu)m & 0.15(mu)m UMC Memory Compiler Data Sheets
1) Dual Port Bit cell
2) ROM Bit cell
3) Register File single port bit cell
4) Virage Logic Bit cell for Single port High Density
IN WITNESS WHEREOF, the parties have caused this Exhibit revision to be
executed on their behalf by their duly authorized officers and representatives
on the date given below. This revision hereby supersedes all previous versions
of this Exhibit.
UMC GROUP VIRAGE LOGIC CORPORATION
By: By:
---------------------------- ---------------------------------
-------------------------------- ------------------------------------
(Print Name) (Print Name)
-------------------------------- ------------------------------------
(Date) (Date)
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EXHIBIT C: DELIVERABLE SCHEDULE
REVISION 0, 3/15/00
EXHIBIT C1: 0.18UM UMC SPECIFIC MEMORY COMPILERS
UMC SPECIFICATIONS VERSION DATE DELIVERY UMC CONTROL #
----------------------------------------- ----------- --------- ------------ --------------------
Spice Models TBD
----------------------------------------- ----------- --------- ------------ --------------------
Design Rules TBD
----------------------------------------- ----------- --------- ------------ --------------------
DRC runset TBD
----------------------------------------- ----------- --------- ------------ --------------------
UMC Single-Port Memory Bit Cell TBD
----------------------------------------- ----------- --------- ------------ --------------------
Sizing Equation TBD
----------------------------------------- ----------- --------- ------------ --------------------
Layer Mapping TBD
----------------------------------------- ----------- --------- ------------ --------------------
KEY MILESTONES (EFFECTIVE DATE + RELATIVE TIMES)
--------------------------------------- ------------------------- -------------------------------
REQ. ACTIVITY WHO DELIVERY TIME
(RELATIVE TO EFFECTIVE DATE)
--------------------------------------- ------------------------- -------------------------------
Tech file 0.18um data including UMC Complete
Dracula or Calibre runset
--------------------------------------- ------------------------- -------------------------------
Tech file calibration & sample set VIRAGE LOGIC TBD
--------------------------------------- ------------------------- -------------------------------
Tech file review & sign-off UMC TBD
--------------------------------------- ------------------------- -------------------------------
Create memory compilers: VIRAGE LOGIC
2 port register file Effective Date of this
agreement +4 wks
1 port high density Effective Date of this
agreement +12 wks
2 port high density Effective Date of this
agreement +18 wks
--------------------------------------- ------------------------- -------------------------------
EXHIBIT C2: 0.15UM UMC SPECIFIC MEMORY COMPILERS
UMC SPECIFICATIONS VERSION DATE DELIVERY UMC CONTROL #
----------------------------------------- ----------- --------- ------------ --------------------
Spice Models TBD
----------------------------------------- ----------- --------- ------------ --------------------
Design Rules TBD
----------------------------------------- ----------- --------- ------------ --------------------
DRC runset TBD
----------------------------------------- ----------- --------- ------------ --------------------
UMC Single-Port Memory Bit Cell TBD
----------------------------------------- ----------- --------- ------------ --------------------
Sizing Equation TBD
----------------------------------------- ----------- --------- ------------ --------------------
Layer Mapping TBD
----------------------------------------- ----------- --------- ------------ --------------------
KEY MILESTONES (EFFECTIVE DATE + RELATIVE TIMES)
-------------------------------------- -------------------------- -------------------------------
REQ. ACTIVITY WHO DELIVERY TIME
(RELATIVE TO EFFECTIVE DATE)
-------------------------------------- -------------------------- -------------------------------
Tech file 0.15um data including UMC TBD
Dracula or Calibre runset
-------------------------------------- -------------------------- -------------------------------
Tech file calibration & sample set VIRAGE LOGIC TBD
-------------------------------------- -------------------------- -------------------------------
Tech file review & sign-off UMC TBD
-------------------------------------- -------------------------- -------------------------------
Create synchronous single-port VIRAGE LOGIC TBD
memory compiler using UMC bit cell
for larger memories
-------------------------------------- -------------------------- -------------------------------
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EXHIBIT C: DELIVERABLE SCHEDULE (con't)
REVISION 0, 3/15/00
IN WITNESS WHEREOF, the parties have caused this Exhibit revision to be executed
on their behalf by their duly authorized officers and representatives on the
date given below. This revision hereby supersedes all previous versions of this
Exhibit.
UMC GROUP VIRAGE LOGIC CORPORATION
By: By:
---------------------------- ---------------------------------
-------------------------------- ------------------------------------
(Print Name) (Print Name)
-------------------------------- ------------------------------------
(Date) (Date)
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EXHIBIT D: UMC CELLS
REVISION 0, 3/15/00
The contents of this Exhibit shall be modified from time to time as mutually
agreed to by both parties:
PART NUMBER DESCRIPTION
----------- -----------
0.18um 4.0 um2 Single-Port SRAM bit cell (Borderless)
5.5 um2 Single-Port SRAM bit cell (Bordered)
0.15um ___um2 Single-Port SRAM bit cell (Borderless)
___um2 Single-Port SRAM bit cell (Bordered)
IN WITNESS WHEREOF, the parties have caused this Exhibit revision to be executed
on their behalf by their duly authorized officers and representatives on the
date given below. This revision hereby supersedes all previous versions of this
Exhibit.
UMC GROUP VIRAGE LOGIC CORPORATION
By: By:
---------------------------- ---------------------------------
-------------------------------- ------------------------------------
(Print Name) (Print Name)
-------------------------------- ------------------------------------
(Date) (Date)
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EXHIBIT E: LIST OF EXCLUDED CUSTOMERS
REVISION N/C, DATED
List to be updated as appropriate. Companies on this list shall not receive
Licensed Libraries from Virage Logic unless first approved by UMC:
IN WITNESS WHEREOF, the parties have caused this Exhibit revision to be executed
on their behalf by their duly authorized officers and representatives on the
date given below. This revision hereby supersedes all previous versions of this
Exhibit.
UMC GROUP VIRAGE LOGIC CORPORATION
By: By:
---------------------------- ---------------------------------
-------------------------------- ------------------------------------
(Print Name) (Print Name)
-------------------------------- ------------------------------------
(Date) (Date)
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EXHIBIT F: DATA SHEETS
REVISION 0, DATED 3/15/00
The data sheets provided herein are preliminary and may change during the design
of the compilers due to any number of issues. Any change to the datasheet due to
the design of the compilers will be brought to the attention of UMC before being
released.
IN WITNESS WHEREOF, the parties have caused this Exhibit revision to be executed
on their behalf by their duly authorized officers and representatives on the
date given below. This revision hereby supersedes all previous versions of this
Exhibit.
UMC GROUP VIRAGE LOGIC CORPORATION
By: By:
---------------------------- ---------------------------------
-------------------------------- ------------------------------------
(Print Name) (Print Name)
-------------------------------- ------------------------------------
(Date) (Date)
21
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EXHIBIT G: UMC/VIRAGE LOGIC RECIPROCAL NON-DISCLOSURE AGREEMENT,
DATED 4/23/98
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EXHIBIT H: VIRAGE LOGIC'S MASTER LICENSE AGREEMENT
MASTER LICENSE AGREEMENT
This Master License Agreement ("Agreement") is made and entered into
_____________ ("Effective Date") by and between Virage Logic ("Virage Logic"), a
California corporation, with offices at 00000 Xxxxxxx Xxxxxxx, Xxxxxxx,
Xxxxxxxxxx 00000, and ______________ ("Licensee"), a ___________ corporation,
with offices at __________.
This Agreement is a master license agreement that will govern the license of
certain Virage Logic software products and other technology. Licensed Materials
will be listed in schedule(s) ("Program Schedule(s)"), that may be added hereto
from time to time upon mutual execution of such Program Schedule(s).
1. DEFINITIONS.
1.1 "Compiler" means each Virage Logic development tool listed in a Program
Schedule, which tool consists of: (i) object code versions of a set of
executable software program(s), (ii) libraries containing design elements of
memory cell arrays and control logic, and (iii) all related documentation. Each
Compiler includes any and all updates, replacements and enhancements thereto
that Virage Logic delivers to the Licensee.
1.2 "Instances" means designs of discrete integrated circuit memory cell
arrays and corresponding control logic, which me either generated for Licensee
by Virage Logic and described in a Program Schedule, or are generated by
Licensee through the use of a Compiler. Instances may be expressed in GDSII,
hardware definition languages, or other formats. Each Instance includes all
documentation related to the design and any and all updates, replacements and
enhancements thereto that Virage Logic delivers to the Licensee.
1.3 "Licensed Material(s)" means, collectively, the Compiler(s) and any
Instance(s) generated for Licensee by Virage Logic.
1.4 "Intellectual Property Rights" means patent rights (including patent
applications and disclosures), rights of priority, mask work rights, copyrights,
moral rights, trade secrets, know-how and any other intellectual property rights
recognized in any country or jurisdiction of the world; exclusive of trademarks,
trade names, logos, service marks, and other designations of source.
2. LICENSE GRANTS.
2.1 License Grants. Virage Logic grants to Licensee, subject to the terms
and conditions of this Agreement, including but not limited to the
conditions of pertinent Program Schedules, a non-exclusive,
non-transferable, fee-bearing license to:
(a) use each Compiler to create Instances;
(b) use and reproduce Instances (whether created by Licensee or
by Virage Logic on Licensee's behalf) solely to design and develop
Licensee's integrated circuits; and
(c) distribute such Instances solely: (i) in GDSII data format
to the semiconductor manufacturer set forth for the relevant Compiler or
Instance it the pertinent Program Schedule and solely for the purpose of
enabling such manufacturer to manufacture integrated circuits for
Licensee, and (ii) as incorporated into physical implementations of
Licensee's integrated circuits as reduced to silicon.
2.2 Limitations on Licenses.
(a) Licensee may use Compilers and Instances only for the
applications and processes set farm Or those Compilers and Instances it
me pertinent Program Schedule.
(b) Licensee has no right to transfer, sublicense, or otherwise
distribute Licensed Materials except as expressly set forth in this
Agreement, and without limiting the generality of the foregoing,
information (including, but not limited to GDSII data) that reflects any
element of Compilers or Instances may be provided only to the
semiconductor manufacturer set forth for the relevant Compilers or
Instances in the pertinent Program Schedule and solely for the purpose
of enabling such manufacturer to manufacture integrated circuits for
Licensee.
(c) Licensee will not: (i) copy or otherwise reproduce any
Licensed Materials, in whole or in part, except as expressly authorized
by this Agreement or to make reasonable numbers of back-up
23
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copies; or (ii) use the Licensed Materials in any manner to provide
services to third parties, including, but not limited to, integrated
circuit design services.
(d) Licensee's rights in the Licensed Materials will be limited
to those expressly granted in this Agreement, and Virage Logic reserves
all moan and licenses not expressly granted to Licensee in this
Agreement.
3. PROPRIETARY RIGHTS.
3.1 Virage Logic's Ownership.
(a) The Licensed Materials are and will remain the sole and
exclusive property of Virage Logic and its suppliers, if any, whether
the Licensed Materials are separate or combined with any other products.
Virage Logic's rights under this subsection (a) will include, but not be
limited to, all copies of the Licensed Materials, in whole and in part;
and all Intellectual Property Rights in the Licensed Materials.
(b) Licensee will not delete or in any manner alter the
Intellectual Property Rights notices of Virage Logic and its suppliers,
if any, appearing on the Licensed Materials as delivered to Licensee. As
a condition of the license rights granted to Licensee in this Agreement,
Licensee will reproduce and display such notices on each copy it makes
of any Licensed Material.
(c) Nothing in this Agreement grants Licensee any rights in or
to use any of the Virage Logic's trademarks, tradenames, service marks,
and/or service names.
4. PAYMENT; TAXES.
Licensee will pay Virage Logic the license fee(s) set forth Attachment.
Payments made under this Agreement after their due date will incur interest at a
rate equal to 1.5% per month or the highest rate permitted by applicable law,
whichever is lower. All license fees and other charges stated herein are
exclusive of any sales, use, value-added, or other federal, state or local taxes
(excluding taxes based on Virage Logic's net income) and Licensee agrees to pay
such taxes.
5. CONFIDENTIALITY.
5.1 Confidential Information. "Confidential Information" means: (i) the
Licensed Materials; and (ii) any business or technical information of Virage
Logic or Licensee, that is designated by the discloser as "confidential" or
"proprietary" and, if orally disclosed, summarized in writing by the discloser
and transmitted to the recipient within thirty (30) days of such disclosure.
5.2 Exclusions. Confidential Information shall not include information that
the recipient can document: (i) is or becomes generally known or available by
publication, commercial use or otherwise through no fault of the recipient; (ii)
is known to the recipient at the time of disclosure without violation of any
confidentiality restriction and without any restriction on the receiving party's
further use or disclosure; (iii) is independently developed by the recipient;
(iv) was received from a third party rightfully in possession of such
information without an obligation of confidentiality; (v) is permitted for
release or disclosure to any third party by me written prior consent of the
discloser; or (vi) is intentionally furnished to a third party by the discloser
without imposing confidentiality restrictions on such third party.
5.3 Use and Disclosure Restrictions. For a term of three (3) years from me
last disclosure of Confidential Information, each party will refrain from using
the other party's Confidential Information except as permitted herein, and will
use the same level of care, but in any event will not use less than reasonable
care, to prevent disclosure of the other party's Confidential Information that
it uses with its own information of similar sensitivity and importance. However,
each party may disclose Confidential Information of me other party: (i) pursuant
to the order or requirement of a court, administrative agency, or other
governmental body, provided that the disclosing party gives reasonable notice to
the other party to contest such order or requirement; and (ii) on a confidential
basis to legal or financial advisors. Notwithstanding anything herein, Licensee
will not allow any individual who is an employee or agent of a direct competitor
of Virage Logic to have access to the Licensed Materials.
5.4 No Reverse Engineering. Licensee acknowledges and agrees that the
Licensed Materials contain trade secrets and other proprietary information of
Virage Logic. In order to protect those trade secrets and other proprietary
information, Licensee agrees that, except as expressly permitted under
applicable law, it will not reverse engineer, disassemble, or otherwise attempt
to derive the source code form of the Licensed Materials.
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6. WARRANTY.
6.1 Power and Authority. Each party wan-ants to the other that it has
sufficient corporate power and authority to enter into this Agreement and to
grant to the other all licenses and rights that it grants under this Agreement.
6.2 Performance Warranty. Virage Logic warrants, for a period of ninety (90)
days from the date Virage Logic delivers the Licensed Materials to Licensee,
that the Licensed Materials will substantially conform to the functional
specifications of the Licensed Materials provided to Licensee by Virage Logic.
The foregoing warranty does not apply to any element of the Licensed Materials
that has been modified, combined with other products or used improperly.
6.3 Sole and Exclusive Remedy. FOR ANY BREACH OF THE WARRANTY CONTAINED IN
SECTION 6.2, LICENSEE'S SOLE AND EXCLUSIVE REMEDY WILL BE THAT VIRAGE LOGIC
WILL, AT ITS OPTION, EITHER REPLACE OR CORRECT THE DEFECTIVE PORT-ION OF THE
LICENSED MATERIALS WITHIN 30 DAYS OF BEING INFORMED OF THE BREACH OF WARRANTY.
6.4 Disclaimer of Other Warranties. THE WARRANTIES IN THIS SECTION ARE IN
LIEU OF ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, INCLUDING BUT NOT LIMITED TO
ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND
NONINFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, VIRAGE LOGIC
DOES NOT WARRANT THAT THE LICENSED MATERIALS WILL MEET LICENSEE'S REQUIREMENTS,
THAT THE LICENSED MATERIALS WILL OPERATE IN THE COMBINATIONS THAT LICENSEE MAY
SELECT OR USE, THAT THE OPERATION OF THE LICENSED MATERIALS WILL BE
UNINTERRUPTED OR ERROR FREE, OR THAT ALL ERRORS IN THE LICENSED MATERIALS WILL
BE CORRECTED.
7. INDEMNITIES.
7.1 Licensee. Subject to the terms of Section 7.2, Licensee agrees to
indemnify Virage Logic against any third party claims against Virage Logic for
loss, damage, liability, or expense (including but not limited to attorneys'
fees) arising out of any acts or omissions of Licensee in connection with
Licensee's activities under this Agreement.
7.2 Infringement Indemnity.
(a) Duty to Indemnify and Defend. Virage Logic will indemnify
Licensee against, and will defend or settle at Virage Logic's own
expense, subject to the limitations set forth in Section 9 of this
Agreement, any action or other proceeding brought against Licensee to
the extent that it is based on a claim that the use of the Licensed
Materials as licensed in this Agreement infringes any copyright or any
U.S., Taiwan, European or Japanese patent issued as of the Effective
Date, or that the Licensed Materials incorporate any misappropriated
trade secrets. Virage Logic will pay costs, damages, and expenses
(including reasonable attorneys' fees) finally awarded against Licensee,
subject to the limitations set forth in Section 9 of this Agreement, in
any such action or proceeding attributable to any such claim. Virage
Logic will have no obligation under this Section as to any action,
proceeding, or claim unless: (i) Virage Logic is notified of it
promptly; (ii) Virage Logic has sole control of its defense and
settlement; and (iii) Licensee provides Virage Logic with reasonable
assistance in its defense and settlement.
(b) Injunctions. If Licensee's use of any Licensed Materials
under the terms of this Agreement is, or in Virage Logic's opinion is
likely to be, enjoined due to the type of infringement or
misappropriation specified in subsection (a) above, then Virage Logic
may, at its sole option and expense, either: (i) procure for Licensee
the right to continue using such Licensed Materials under the terms of
this Agreement; (ii) replace or modify such Licensed Materials so that
they are noninfringing and substantially equivalent in function to the
enjoined Licensed Materials; or (iii) if options (i) and (ii) cannot be
accomplished despite the reasonable efforts of Virage Logic, terminate
Licensee's rights and Virage Logic's obligations under this Agreement
with respect to such Licensed Materials.
(c) Sole Remedy. THE FOREGOING ARE VIRAGE LOGIC'S SOLE AND
EXCLUSIVE OBLIGATIONS, AND LICENSEE'S SOLE AND EXCLUSIVE REMEDIES, WITH
RESPECT TO INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY
RIGHTS.
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(d) Exclusions. Virage Logic will have no obligations under this
Section 7.2 with respect to infringement or misappropriation arising
from: (i) modifications to the Licensed Materials by any party other
than Virage Logic, (ii) Licensed Material specifications requested by
Licensee, (iii) any Instances generated by Licensee except to the extent
such infringement or misappropriation existed in the Licensed Materials
as provided to Licensee, or (iv) the use of the Licensed Materials in
combination with products or technology not provided by Virage Logic.
8. TERM AND TERMINATION.
8.1 Term. The term, of this Agreement will begin on me Effective Date and
will continue, unless terminated earlier in accordance with the provisions of
8.2 below, for the period specified in the Program Schedule(s) solely for the
applications and processes for the Licensed materials set forth therein.
8.2 Events of Termination.
(a) Either party will have the right to terminate this Agreement
if: (i) the other party breaches any material term or condition of this
Agreement and fails to cure such breach within thirty (30) days after
written notice; (ii) the other party becomes the subject of a voluntary
petition in bankruptcy or any voluntary proceeding relating to
insolvency, receivership, liquidation, or composition for the benefit of
creditors; or (iii) the other party becomes the subject of an
involuntary petition in bankruptcy or any involuntary proceeding
relating to insolvency, receivership, liquidation, or composition for
the benefit of creditors, if such petition or proceeding is not
dismissed within sixty (60) days of filing.
(b) Virage Logic will have the right to terminate this Agreement
if Licensee acquires, consolidates or merges with a direct competitor of
Virage Logic. For the purposes of this Agreement, a direct competitor of
Virage Logic is any entity engaged in the commercial sale of Compilers
and/or Instances as defined in Sections 1.1 and 1.2 of this Agreement
respectively.
8.3 Effect of Termination. Upon termination or expiration of this Agreement,
Licensee will immediately return to Virage Logic or (at Virage Logic's request)
destroy all copies of the Licensed Materials and other Confidential Information
in its possession or control, and an officer of Licensee will certify to Virage
Logic in writing that Licensee has done so. Provided that Virage Logic did not
terminate the Agreement for Licensee's breach or for the event specified in
section 8.2(b) above, Licensee will have the right to continue to use Licensed
Materials for which Licensee has paid the license fees as of the effective date
of the termination, subject to the terms of Section 2.1.
8.4 No Damages for Termination. Neither party mill be liable to the other on
account of termination or expiration of this Agreement for reimbursement or
damages for the loss of goodwill, prospective profits or anticipated income, or
on account of any expenditures, investments, leases or commitments made by
either party or for any other reason whatsoever based upon or growing out of
such termination or expiration.
8.5 Nonexclusive Remedy. The exercise by either party of any remedy under
this Agreement will be without prejudice to its other remedies under this
Agreement or otherwise.
8.6 Survival. The rights and obligations of the parties contained in
Sections 2.2, 3, 4, 5, 7, 8.3, 8.4, 8.5, 9, and 10 will survive the termination
or expiration of this Agreement.
9. LIMITATIONS OF LIABILITY.
9.1 Limitations.
(a) IN NO EVENT WILL VIRAGE LOGIC BE LIABLE TO LICENSEE FOR ANY
SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON BREACH
OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR
OTHERWISE, AND WHETHER OR NOT VIRAGE LOGIC HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGE.
(b) VIRAGE LOGIC'S TOTAL LIABILITY TO LICENSEE UNDER THIS
AGREEMENT WILL BE LIMITED TO THE PAYMENTS RECEIVED BY VIRAGE LOGIC FROM
LICENSEE UNDER THIS AGREEMENT.
9.2 Failure of Essential Purpose. The parties have agreed that the
limitations specified in this Section 9 will survive and apply even if any
limited remedy specified in this Agreement is found to have failed of its
essential purpose.
10. GENERAL.
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10.1 Compliance with Law. Each party agrees to comply with all applicable
laws, rules, and regulations in connection with its activities under this
Agreement. Each party shall comply with all applicable international, national,
state, regional and local laws and regulations in connection with its activities
under this Agreement. Without limiting the foregoing, Licensee acknowledges that
all Licensed Materials, including documentation and other Virage Logic technical
data, are subject to export controls imposed by the U.S. Export Administration
Act of 1979, as amended (the "Act"), and the regulations promulgated thereunder.
Licensee shall not export or re-export (directly or indirectly) any Licensed
Materials or other Virage Logic technical data therefor without complying with
the Act and the regulations thereunder.
10.2 Publicity. Virage Logic may include Licensee's name in Virage Logic's
customer list. Virage Logic may also use Licensee's name in Virage Logic
promotional literature and marketing materials, provided that Virage Logic will
obtain Licensee's prior approval, such approval not to be unreasonably withheld
or delayed.
10.3 Assignment. This Agreement will bind and inure to the benefit of each
party's permitted successors and assigns. Licensee may not assign this
Agreement, by operation of law or otherwise, in whole or in part, without Virage
Logic's written consent, which consent will not be unreasonably withheld. Any
attempt to assign this Agreement without such consent will be null and void.
10.4 Governing Law. This Agreement will be governed by and construed in
accordance with the laws of the State of California applicable to agreements
entered into, and to be performed entirely, within California between California
residents. Any suit hereunder will be brought solely in the federal or state
courts in the Northern District of California and Licensee hereby submits to the
personal jurisdiction thereof.
10.5 Injunctive Relief. Licensee acknowledges that the Licensed Materials
contain and embody trade secrets and other intellectual property of Virage
Logic, the disclosure or unauthorized use of which would cause substantial harm
to Virage Logic that could not be remedied by the payment of damages alone.
Accordingly, Virage Logic will be entitled to preliminary and permanent
injunctive relief and other equitable relief for any breach of Licensee's
obligations of confidentiality or use of Licensed Materials not in accordance
with this Agreement.
10.6 Severability. If any provision of this Agreement is found invalid or
unenforceable, that provision will be enforced to the maximum extent
permissible, and the other provisions of this Agreement will remain in force.
10.7 Force Majeure. Except for payments due under this Agreement, neither
party will be responsible for any failure to perform due to causes beyond its
reasonable control (each a "Force Majeure"), including, but not limited to, acts
of God, war, riot, embargoes, acts of civil or military authorities, denial of
or delays in processing of export license applications, fire, floods,
earthquakes, accidents, strikes, or fuel crises, provided that such party gives
prompt written notice thereof to the other party. The dine for performance will
be extended for a period equal to the duration of the Force Majeure, but in no
event longer than sixty (60) days.
10.8 Notices. All notices under this Agreement will be deemed given when
delivered personally, sent by confirmed facsimile transmission, or sent by
certified or registered U.S. mail or nationally-recognized express courier,
return receipt requested, to the address shown below or as may otherwise be
specified by either party to the other in accordance with this Section.
10.9 Independent Contractors. The parties to this Agreement are independent
contractors. There is no relationship of partnership, joint venture, employment,
franchise, or agency between the parties. Neither party will have the power to
bind the other or incur obligations on the other's behalf without the other's
prior written consent.
10.10 Waiver. No failure of either party to exercise or enforce any of its
rights under this Agreement will act as a waiver of such rights.
10.11 Entire Agreement. This Agreement and its exhibits are the complete and
exclusive agreement between the parties with respect to the subject matter
hereof, superseding and replacing any and all prior agreements, communications,
and understandings (both written and oral) regarding such subject matter. This
Agreement may only be modified, or any rights under it waived, by a written
document executed by both parties.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
their duly authorized representatives as of the Effective Date.
Licensee: VIRAGE LOGIC CORPORATION
-------------------------
By: By:
------------------------------- --------------------------------------
Name: Name:
----------------------------- ------------------------------------
Title: Title:
---------------------------- -----------------------------------
Address: Address: 00000 Xxxxxxx Xxxxxxx
-------------------------- ------------------------------
Xxxxxxx, Xxxxxxxxxx 00000
------------------------------
Facsimile: Facsimile: 000-000-0000
------------------------ ------------------------------
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PROGRAM SCHEDULE NO.
I. Licensed Materials:
[ ] Compiler(s)
[ ] Instance(s)
II. Permitted Use of Licensed Materials"
(A) Permitted Processes
(B) Permitted Applications
(C) Other Restrictions
Licensee: VIRAGE LOGIC CORPORATION
-------------------------
By: By:
------------------------------- --------------------------------------
Name: Name:
----------------------------- ------------------------------------
Title: Title:
---------------------------- -----------------------------------
Address: Address: 00000 Xxxxxxx Xxxxxxx
-------------------------- ------------------------------
Xxxxxxx, Xxxxxxxxxx 00000
------------------------------
Facsimile: Facsimile: 000-000-0000
------------------------ ------------------------------
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Attachment A to Program Schedule No.
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LICENSE FEES
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EXHIBIT I: UMC'S QUALITY ASSURANCE PROCEDURE
------.
REVISION N/C, DATED
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