EXHIBIT 10.30
XXXXXX Cadence
SEMICONDUCTOR
SITE SUBSCRIPTION ADDENDUM
Effective Date: 12-19-97
This Site Subscription Addendum ("Addendum") made between Cadence Design
Systems, Inc. ("Cadence") and Xxxxxx Corporation acting through its
Semiconductor Sector ("Xxxxxx"), provides adjustments and clarifications to the
terms of Site Subscription Agreement No. SSVP - 93E24TP effective 01 July 1993
(the "Agreement") entered into by the parties.
================================================================================
1. Precedence: The provisions of this Addendum shall take precedence in the
event of a conflict or inconsistency with provisions of the Agreement and
its Schedules, which, subject to the modifications and clarifications set
forth herein, are hereby confirmed in their entirety.
2. Definitions: Unless defined otherwise herein, capitalized terms defined in
the Agreement, when used in this Addendum or one of the Exhibits hereto,
shall have the meanings ascribed to them in the Agreement. The following
definitions and all definitions set forth in the Exhibits to this Addendum
are controlling with respect to any interpretation of the terms of this
Addendum as well as any further modification to the Agreement. To the
extent any definition herein conflicts with a term defined in the
Agreement the definition as set forth herein shall apply to this Addendum
and any further modification to the Agreement.
(a) "Update" means one copy of those modifications and improvements to
one of the Licensed Materials which Cadence determines is required
to achieve the specifications established by Cadence for the
Licensed Material and which Cadence releases as a standard
commercial product offering and under its standard maintenance terms
to its other commercial customers having the same version of Cadence
Software used on the same type of Designated Equipment as Xxxxxx.
(b) "New Product" and "Upgrade" are synonymous terms each meaning a
Licensed Material which is a new product or enhancement or addition
to a Licensed Material other than a Category M product, a Category D
product or any Update which Licensed Material Cadence has not yet
made available to Xxxxxx or other commercial customers based on
predetermined standard support service charges associated with a
software maintenance contract, and which Licensed Material shall
only be made available under the Agreement by payment of an
additional license fee or upgrade charge. To the extent such
products are developed or acquired by Cadence after the effective
date of the Addendum they will be added to the List of Commercially
Available Cadence Products set forth in Section 5 of Exhibit A.
(c) "Minimal Differences" with respect to a Licensed Material and a New
Product or Upgrade is a determination by the Xxxx Team that any
differences between the Licensed Material and the New Product or
Upgrade in terms of price, functionality, or features are so minimal
that they do
Page 1
not rise to a level which warrants payment of a fee upon exchange of
the Licensed Material for the New Product or Upgrade.
(d) "Licensed Material" means a Cadence Product licensable under the
Agreement and for which Xxxxxx has acquired or will acquire a
license to use the Cadence Product under the Agreement.
(e) "Xxxx Team" means a methodology team formed of representatives from
both Cadence and Xxxxxx having authority as further defined in
Paragraph 5 of Exhibit A to this Addendum, which team is authorized
by both parties to determine additional fees payable by Xxxxxx for
license of certain Licensed Materials set forth in the List of
Currently Available Cadence Products.
(f) "List of Commercially Available Cadence Products" means the listing
of Cadence Products set forth in Section 5 of Exhibit A herein and
from time to time revised by the Xxxx Team.
(g) "Price Book" means a list of standard prices for Cadence Products as
published from time to time by Cadence, including but not limited to
listing 1C4.42 with 97A and 97AW additions.
3. Licensed Materials as set out according to Schedule A of the Agreement are
superceded by the List of Commercially Available Cadence Products as
modified from time to time by the Xxxx Team. See Paragraph 5 of Exhibit A.
4. Designated Customer Site and Design Subcontractors: Licensed Materials
licensed to Xxxxxx under Article 2 of the Agreement are licensed according
to the terms of the Software Rental Agreement (SRA) attached to the
Agreement as Schedule C except as follows:
(a) Designated Site means any Hams Semiconductor facility operated under
the control of Xxxxxx.
(b) Use of Licensed Materials by Design Subcontractors under Paragraphs
2.2 and 2.3 of the Agreement includes authorized use of Licensed
Materials at locations other than Designated Sites and on equipment
other than Designated Equipment at no additional charge. All such
uses shall be in accord with the terms of a Product Loan Agreement
executed by Xxxxxx and each Design Subcontractor substantially in
accord with terms of Exhibit B, which shall be approved in advance
by Cadence and Cadence shall not withhold such approval provided
such terms are reasonable, but which terms may be more specifically
defined or adjusted as the parties may agree upon through good faith
negotiation.
5. Termination for Convenience: Section 4.2.2 of the Agreement is deleted
and, except in accord with the Options provided to Xxxxxx under Paragraph
10 of this Addendum, neither party has the right to terminate the
Agreement for convenience.
6. Dedicated Support; IC TF Participation and Technical Support: Effective
January 12, 1998 Cadence shall provide to Xxxxxx, under the Agreement, one
full-time on-site technical engineering support individual (the "ATM") at
no additional charge and pursuant to the terms of a Professional Services
Agreement substantially in the form of Exhibit C, the terms of which shall
be more specifically defined or adjusted as the parties may agree upon
through good faith negotiation prior to providing the
Page 2
ATM. Also at no additional cost to Xxxxxx, Xxxxxx is entitled to
participate in Cadence's IC Technology Forums of interest to Xxxxxx.
7. No Recruitment: Each party agrees that it shall not actively or directly
solicit or recruit employees of the other party who have been physically
present at a Designated Site as defined in this Addendum. This undertaking
shall not preclude an employee of either party from independently pursuing
and securing employment opportunities with the other on such employee's
own initiative except that the party hiring such employee shall not pay
its other employees incentives in conjunction with such hiring.
8. Effective Date and Term of the Addendum: This Addendum shall take effect
on December 31, 1997 and the term of this Addendum shall be commensurate
with the term of the Agreement.
9. Modification of Exhibit A Provisions: On January 1, 2001 the following
modifications shall take effect.
(a) Definition 2.2 of Exhibit A shall be replaced with the following:
"Category I" products means New Products and Updates that have been
developed internally by Cadence, including all derivative products,
and which have more than Minimal Differences from the related
Category M or D products of Section 5, and all such products are
available to Xxxxxx under the Agreement for no additional license
fee.
(b) Definition 2.5 of Exhibit A shall be replaced with the following:
"Category B2" products means: New Products and Updates that have
been acquired by Cadence from a third party, replace a Current
Offering and contain more than Minimal Differences with respect to
the Current Offering; or New Products and Updates for which Cadence
pays a third party a royalty. If such additional technology is
desired, licenses are available for an incremental fee of from 0 to
20% of the then-current price book.
(c) Definition 2.6 of Exhibit A shall be replaced with the following:
"Category B3" products mean: New Products and Updates that have been
acquired from a third parry, are not currently licensed but are
within the scope of the applications offered under this Agreement
and Addendum. This Category also includes any new Cadence product
that is introduced by Cadence as a result of a third party
outsourcing or sub-contract activity. Such licenses are available
for an incremental fee of from 0 to 20% of the then current price
book.
(d) All Licensed Materials of Categories I, A and B1 become Category M
products for which no additional fees are due under the Agreement
provided that the selection of the products to be re-categorized is
consistent with the Exhibit A definitions of product categories.
Cadence and Xxxxxx shall negotiate in good faith new fees and usage
rights for all other Licensed Materials identified on the most
current version of the List of Commercially Available Cadence
Products for the remaining term of the Agreement.
10. Options: By providing Cadence written notice at least six months
beforehand that it elects to do so, Xxxxxx shall exercise either Option A
or Option B below, effective January 1, 2001.
Page 3
(a) Option A. At its sole discretion, Xxxxxx may terminate the Agreement
at no cost or liability and may elect to convert any Licensed
Materials identified in the List of Commercially Available Cadence
Products to become part of the Frozen Configuration in accord with
the terms of Paragraph 4.3.2 of the Agreement.
(b) Option B. The modifications of Paragraph 9 shall not take effect;
all Licensed Materials of Categories I, A and B1 become Category M
products for which no fees are due, provided that the selection of
the products to be re-categorized is consistent with the Exhibit A
definitions of product categories; and Cadence and Xxxxxx shall
negotiate in good faith new fees and usage rights for all other
Licensed Materials identified on the most current version of the
List of Commercially Available Cadence Products for the remaining
term of the Agreement.
11. Frozen Configuration Conversion: Upon expiration of the Agreement or
termination of the Agreement in accord with any operative terms set forth
in the Agreement as modified by this Addendum, the current version of all
Licensed Materials for which Xxxxxx has acquired a fully paid-up 99-year
license shall be released to Xxxxxx.
IN WITNESS WHEREOF, the Parties hereto have entered into this Addendum as of its
Effective Date first set forth above upon final execution by the last signatory
hereto.
Xxxxxx Corporation Cadence Design Systems, Inc.
Semiconductor Sector
By: /s/ Xxxxx X. Xxxxxx By: /s/ X. X. Xxxxx XxXxxxxxx
-------------------------------- ------------------------------------
(date) (date)
Typed: Xxxxx X. Xxxxxx Typed: X. X. Xxxxx XxXxxxxxx
----------------------------- ---------------------------------
Title: Director, Contracts Title: VP and General Counsel
----------------------------- ---------------------------------
Exhibits follow: Exhibit A - Addendum 1 Fee Methodology
Exhibit B - Product Loan Agreement
Exhibit C - Professional Services Agreement
Page 4
Cadence
Exhibit A of Site Subscription Addendum to Site Subscription Agreement No. SSVP
- 93E24TP
================================================================================
1. This Exhibit A to the above-identified Addendum defines fee-based
categories for current and future Licensed Materials; identifies all
Licensed Materials as of December 31, 1997 and sets forth an agreed-upon
methodology to classify new Licensed Materials according to the categories
defined below. As of the effective date of this Addendum, Xxxxxx has
licensed only the Category M and D products in section 5 of Exhibit A for
those fees in Schedule B of the Agreement. New Products, Upgrades or other
products not currently licensed can be licensed for the incremental fees
in section 2 of Exhibit A.
2. Unless defined otherwise herein, capitalized terms used in this Exhibit A
shall have the meanings ascribed to them in the Agreement. New Products
that meet the definitions of Categories A or B1 in this section shall upon
request of Xxxxxx be provided at no additional fee in exchange for
corresponding Category M or Category D products on the List of
Commercially Available Cadence Products. Licenses for products that meet
the criteria of other categories can be acquired for the additional fees
shown below, based on List Prices current at the time of request.
2.1 "Category M" products means products identified in the List of
Commercially Available Cadence Products as Category M Products and
Updates thereto all of which are available at no additional fee
under the Agreement.
2.2 "Category I" products means New Products and Updates that have been
developed internally, including all derivative products, and which
have more than Minimal Differences from the related Category M or D
products of List of Commercially Available Cadence Products, and can
be licensed for an incremental fee of 2% of the then current price
book.
2.3 "Category A" products means New Products and Updates that have been
acquired from a third party and have no more than Minimal
Differences from the related Category M or D product of the List of
Commercially Available Cadence Products.
2.4 "Category B1" products means New Products and Updates that have been
acquired from a third party to replace a Current Offering entirely,
and that contain more than Minimal Differences with respect to the
Current Offering. Xxxxxx represents to Cadence it shall not utilize
the additional functionality and features considered to have more
than Minimal Differences contained within any Category B1 product.
If Xxxxxx desires to license additional functionality or features
contained within the Category B1 product, then such licenses are
available as Category B2 products, for an incremental fee of from 2
to 20% of the then current price book.
2.5 "Category B2" products means: New Products and Updates that have
been acquired from a third party, replace a Current Offering and
contain more than Minimal Differences with respect to the Current
Offering; or New Products and Updates for which Cadence pays a third
party a royalty. If such additional technology is desired, licenses
are available for an incremental fee of from 2 to 20% of the
then-current price book.
Page 5
2.6 "Category B3" products means New Products and Updates that have been
acquired from a third party, are not currently licensed but are
within the scope of the applications offered under this Agreement
and Addendum. This Category also includes any new Cadence product
that is introduced by Cadence as a result of a third party
outsourcing or sub-contract activity. Such licenses are available
for an incremental fee of from 2 to 20% of the then current price
book.
2.7 "Category C" products means products identified in the List of
Commercially Available Cadence Products and any New Products and
Updates that are outside the scope of the applications licensable
under this Agreement and Addendum all of which are hereby licensable
for an incremental fee of 20% of the then current price book.
2.8 "Category D" products means Current Offerings and Updates thereto
that during the term of the Agreement are divested by Cadence to
third parties who continue to support the products for no
incremental fee to the Base Fees as described in Schedule B of the
Agreement.
3. Xxxxxx and Cadence have established a Xxxx Team, which Team has
determined, with respect to Category B2 and B3, additional fees to be paid
for use of Licensed Materials such as required according to Paragraph 5
below. Each party hereby authorizes its representatives on the Xxxx Team
to agree by consensus with representatives of the other party, (a) on
binding additional fees for Licensed Materials for which the fees are to
be determined from a stated range; and (b) with respect to any new
Licensed Material: (i) whether any Minimal Differences exist; and (ii) on
binding additional fees or ranges of fees payable by Xxxxxx for use of the
new Licensed Materials added to the List of Currently Available Cadence
Products. Factors which the Xxxx Team shall consider in setting the fees
shall include as a minimum: (a) current status of functionality
development at Cadence as of the date of functionality acquisition, (b)
future plans of Cadence for functionality development as of the date of
functionality acquisition, and (c) status of Current Offerings the new
functionality replaces, both at Cadence and Xxxxxx. Upon request of either
party the Xxxx Team shall meet to determine such fees with respect to new
products in categories B1, B2 or B3 products at any time during the term
of this Agreement.
4. Notwithstanding any fees set forth herein for products of Categories B2 or
B3 of Section 5 below, the following Licensed Materials having annual
license fees totaling $101,438 are hereby licensed to Xxxxxx without
charge under the terms of the Agreement for the term beginning January 1,
1998 and ending December 31, 2000.
Page 6
Product # Description of Products Unit Extended Yearly Net
Qty. List List Cost(*) Fee
-------------------------------------------------------------------------------------------------------------------
JYMO1 ICC Journeyman 6 $85,000 $510,000 10.0% $51,000
MST01 ICC Master 1 $120,000 $120,000 12.5% $15,000
PRT01 Power Routing Option (requires Journeyman
or better) 1 $6,000 $6,000 10.0% $600
GRT01 Global Routing Option (requires Journeyman
or better) 1 $30,000 $30,000 15.0% $4,500
EF01 EditFast Option (requires Apprentice or better) 1 $10,000 $10,000 15.0% $1,500
LD01 LEF/DEF Interface 1 $6,000 $6,000 15.0% $900
SP2200 SPECCTRA Expert Autorouter 1 $40,000 $40,000 10.0% $4,000
SP2100 SPECCTRA Designer Autorouter 2 $25,000 $50,000 10.0% $5,000
VT2200UG2 Allegro Designer (VT2100) to Allegro Expert 1 $20,000 $20,000 10.0% $2,000
(VT2200) Upgrade
H315 Physical DP (Pillar) 1 $85,000 $85,000 15.0% $12,750
32710 Pearl Cell 1 $36,250 $36,250 5.0% $1,813
32700 Pearl Full-Custom 1 $47,500 $47,500 5.0% $2,375
-------------------------------------- -------- --------
Products comprising $-100,000 "credit" $960,750 $101,438
Per "Xxxx Team" (*)
Page 7
5. List of Currently Available Cadence Products (December 31, 1997).
List of Currently Available Cadence Products (December 31, 1997)
Yearly Costs @ Categories (per "Xxxx Team") Unit List Yearly Fee
Locked Floating
M A B1 B2 B3 C D Product # Product Name (Title) Release Price Price Locked Floating
------------------------------------------------------------------------------------------------------------------------------------
20% ATM ATM Verification DES $25,000 n/a $5,000
Environment 3.6
20% ATMALB ATM Network Module DES $12,000 n/a $2,400
Library 3.6
20% BDE Block Diagram Editor for SPW $12,000 n/a $2,400
SPW 4.0
20% CGS32C Code Generation System SPW $12,000 n/a $2,400
(CGS) using AT&T DSP32C 4.0
20% CGS96K Code Generation System SPW $12,000 n/a $2,400
(CGS) using Motorola 4.0
CSM96002
20% CGSC Code Generation System SPW $12,000 n/a $2,400
(CGS) Generic 4.0
20% CGSC30 Code Generation System SPW $12,000 n/a $2,400
(CGS) using TI TMS320C30 4.0
20% CGSC40 Code Generation System SPW $12,000 n/a $2,400
(CGS) using TI 4.0
TMS320C40
20% CGSDSP Porting Kit: DSP ICs SPW $18,000 n/a $3,600
4.0
20% CGSMPX Porting Kit: SPW $6,000 n/a $1,200
CGS/MultiProx Interface 4.0
20% COMFLT Floating - Point SPW $6,000 n/a $1,200
Communication Library 4.0
20% COMFXP Fixed-Point SPW $9,600 n/a $1,920
Communication Library 4.0
20% DES BONeS DESIGNER 4.0 $18,000 n/a $3,600
DES
20% DESB01 BONeS DES University DES $6,000 n/a $1,200
Bundle (FL) for S4 3.6
20% DESC05 CSMA/CD MAC Module DES $5,400 n/a $1,080
3.6
20% DESC06 Token Ring MAC Module DES $5,400 n/a $1,080
3.6
20% DESC07 FDDI MAC Module DES $5,400 n/a $1,080
3.6
20% DESC08 Logical Link Control DES $3,600 n/a $720
Protocol Module 3.6
20% DESC09 ATM MAC Library DES $12,000 n/a $2,400
3.6
Page 8
List of Currently Available Cadence Products (December 31, 1997)
Yearly Costs @ Categories (per "Xxxx Team") Unit List Yearly Fee
Locked Floating
M A B1 B2 B3 C D Product # Product Name (Title) Release Price Price Locked Floating
------------------------------------------------------------------------------------------------------------------------------------
20% DESPRO BONeS DESIGNER PRO DES $36,000 n/a $7,200
3.6
20% DMSPW Data Management SPW $6,000 n/a $1,200
4.0
20% DPMA16 Processor Model for AT&T SPW $9,000 n/a $1,800
16xx Product Family 4.0
20% DPMDGR Processor Model for DSP SPW $9,000 n/a $1,800
Group's Oak & Pine Cores 4.0
20% DPMM30 Processor Model for SPW $9,000 n/a $1,800
Motorola's 563xx Product 4.0
Family
20% DPM595 Processor Model for SGS SPW $9,000 n/a $1,800
XXXXXXXX D950 4.0
20% DPMT50 Processor Model for TI SPW $9,000 n/a $1,800
C5c Product Family 4.0
20% DPMT54 Processor Model for TI SPW $9,000 n/a $1,800
C54x Product Family 4.0
20% EXT Extendible Network DES $12,000 n/a $2,400
Module Toolkit 3.6
20% FDS Filter Design System SPW $4,800 n/a $960
4.0
20% FSMDES Finitre State Machine DES $6,000 n/a $1,200
Editor for BONeS 3.6
20% FSMSPW Finite State Machine SPW $12,000 n/a $2,400
Editor for SPW 4.0
20% FXP Fixed Point Optimizer SPW $24,000 n/a $4,800
4.0
20% HDS Hardware Design System: SPW $12,000 n/a $2,400
Main 4.0
20% HLBMIC Hardware Design System SPW $4,800 n/a $960
Micro Library 4.0
20% HLKHVH HDS VHDL Link SPW $12,000 n/a $2,400
4.0
20% HLKHVR5 HDS Verilog Link SPW $12,000 n/a $2,400
4.0
20% HLS Visual Architect SPW $70,000 n/a $14,000
4.0
20% INTBLB Bridge Library DES $3,600 n/a $720
3.6
20% INTRLB Router Library DES $9,000 n/a $1,800
3.6
20% ISL Interactive Simulation SPW $3,600 n/a $720
Library 4.0
Page 9
List of Currently Available Cadence Products (December 31, 1997)
Yearly Costs @ Categories (per "Xxxx Team") Unit List Yearly Fee
Locked Floating
M A B1 B2 B3 C D Product # Product Name (Title) Release Price Price Locked Floating
------------------------------------------------------------------------------------------------------------------------------------
20% ISM Interactive Simulation DES $6,000 n/a $1,200
Manager 3.6
20% LANELB Ethernet Switch Library DES $9,000 n/a $1,800
3.6
20% LANETH Ethernet Segment DES $1,200 n/a $240
3.6
20% LANFDI FDDI Segment DES $2,400 n/a $480
3.6
20% LANHBT 100Base-T Segment DES $2,400 n/a $480
3.6
20% LANTBT 10Base-T Segment DES $1,200 n/a $240
3.6
20% LANTNR Token Ring Segment DES $2,400 n/a $480
3.6
20% MDMSPW SPW Model Manager SPW $12,000 n/a $2,400
4.0
20% MPX MultiProx SPW $18,000 n/a $3,600
4.0
20% MTL SPW Interface with MATLAB SPW $6,000 n/a $1,200
4.0
20% PJED Project Editor DES $6,000 n/a $1,200
3.6
20% RDRRFL Radar & RF Library SPW $6,000 n/a $1,200
4.0
20% SAT SatLab DES $12,000 n/a $2,400
3.6
20% SDE Signal Calculator for SPW SPW $9,600 n/a $1,920
4.0
20% SMKCLF HDS Co-Simulation Link SPW $6,000 n/a $1,200
to Leapfrog 4.0
20% SMKCXL HDS Co-Simulation Link SPW $6,000 n/a $1,200
to Verilog-XL 4.0
20% SMKSVS HDS Co-Simulation Link SPW $6,000 n/a $1,200
to VSS 4.0
20% SPB Signal Flow Simulator SPW $12,000 n/a $2,400
for SPW 4.0
20% SPW Signal Processing SPW $30,000 n/a $6,000
WorkSystem (SPW) 4.0
20% SPWPRO SPW Pro SPW $57,600 n/a $11,520
4.0
20% TRGABT Analyzer Based Traffic DES $3,600 n/a $720
Generator 3.6
20% TRGATG Application Traffic DES $4,800 n/a $960
Generator 3.6
Page 10
List of Currently Available Cadence Products (December 31, 1997)
Yearly Costs @ Categories (per "Xxxx Team") Unit List Yearly Fee
Locked Floating
M A B1 B2 B3 C D Product # Product Name (Title) Release Price Price Locked Floating
------------------------------------------------------------------------------------------------------------------------------------
20% TRGSBT Statistical/Bursty DES $1,200 n/a $240
Traffic Generator 3.6
20% WANFRL Frame Relay Cloud DES $4,800 n/a $960
3.6
20% WANWNL WAN Links DES $3,600 n/a $720
3.6
20% WANX25 X.25 Cloud DES $4,800 n/a $960
3.6
20% XXX000 XX-00 Wireless Standard, SPW $36,000 n/a $7,200
System-level 4.0
Verification Environment
20% WSL136 IS - 54/136 Wireless SPW $36,000 n/a $7,200
Standard, System-level 4.0
Verification Environment
20% WSLGSM GSM Wireless Standard, SPW $36,000 n/a $7,200
System-level 4.0
Verification Environment
0% 111 Design Framework IC 4.42 $10,000 $12,500 $0 $0
0% 206 Simulation Environment IC 4.42 $5,000 $6,250 $0 $0
0% 207 Waveform IC 4.42 $3,000 $3,750 $0 $0
0% 276 HSPICE Interface IC 4.42 $5,000 $6,250 $0 $0
0% 278 Composer-to-Spectre IC 4.42 $12,000 $15,000 $0 $0
Simulation Environment
0% 279 Simulation & Test IC 4.42 $5,000 $6,250 $0 $0
Language
0% 300 Virtuoso Layout Editor IC 4.42 $30,000 $37,500 $0 $0
0% 302 Schematic Option for IC 4.42 $5,000 $6,250 $0 $0
Layout (300)
0% 305 Virtuoso Compactor IC 4.42 $20,000 $25,000 $0 $0
0% 312 Diva/iDRC IC 4.42 $18,000 $22,500 $0 $0
0% 314 Diva/iERC IC 4.42 $18,000 $22,500 $0 $0
0% 316 Diva/iLPE IC 4.42 $18,000 $22,500 $0 $0
0% 318 Diva/iPRE IC 4.42 $12,000 $15,000 $0 $0
0% 322 Diva/iLVS IC 4.42 $18,000 $22,500 $0 $0
0% 365 InQuery IC 4.42 $15,000 $18,750 $0 $0
0% 370 Virtuoso Layout IC 4.42 $50,000 $62,500 $0 $0
Synthesizer
0% 373 Timing Assurance IC 4.42 $20,000 $25,000 $0 $0
Placement Option for
Virtuoso Layout
Synthesizer (370)
0% 374 Cell Optimizer Option IC 4.42 $40,000 $50,000 $0 $0
for Layout Synthesizer
Page 11
List of Currently Available Cadence Products (December 31, 1997)
Yearly Costs @ Categories (per "Xxxx Team") Unit List Yearly Fee
Locked Floating
M A B1 B2 B3 C D Product # Product Name (Title) Release Price Price Locked Floating
------------------------------------------------------------------------------------------------------------------------------------
0% 550 Structure Compiler IC 4.42 $15,000 $18,750 $0 $0
0% 581 Vampire HDRC IC 4.42 $85,000 $106,250 $0 $0
0% 582 Vampire MP IC 4.42 $50,000 $62,500 $0 $0
0% 583 Vampire HLVS IC 4.42 $75,000 $93,750 $0 $0
0% 585 Vampire RCX IC 4.42 $110,000 $137,500 $0 $0
0% 589 VampView IC 4.42 $15,000 $18,750 $0 $0
0% 681 ConcICe IC 4.42 $25,000 $31,250 $0 $0
0% 727 Dracula ERC IC 4.42 $17,000 $21,250 $0 $0
0% 728 Dracula LPE IC 4.42 $43,000 $53,750 $0 $0
0% 729 Dracula PRE IC 4.42 $25,000 $31,250 $0 $0
0% 730 Dracula PLOT - IC 4.42 $10,000 $12,500 $0 $0
Calcomp/Versatec
0% 731 Dracula II/DRC IC 4.42 $60,000 $75,000 $0 $0
0% 733 Dracula II/LVS IC 4.42 $47,000 $58,750 $0 $0
0% 761 Dracula III/HDRC IC 4.42 $70,000 $87,500 $0 $0
0% 763 Dracula III/HLVS IC 4.42 $62,000 $77,500 $0 $0
0% 780 Dracula PG/E - 4 Formats IC 4.42 $62,000 $77,500 $0 $0
0% 792 Distributed Dracula IC 4.42 $50,000 $62,500 $0 $0
Option
0% 900 SKILL Development IC 4.42 $15,000 $18,750 $0 $0
Environment
0% 940 EDIFIN (200) IC 4.42 $5,000 $6,250 $0 $0
0% 945 EDIFOUT (200) IC 4.42 $5,000 $6,250 $0 $0
0% 952 EDIF PAK Netlist IC 4.42 $8,000 n/a $0
0% 953 EDIF PAK Schematic IC 4.42 $18,000 n/a $0
0% 960 STREAM to/from Cadence IC 4.42 $3,000 $3,750 $0 $0
0% 963 CIFIN IC 4.42 $3,000 $3,750 $0 $0
0% 964 CIFOUT IC 4.42 $3,000 $3,750 $0 $0
0% 11400 Virtuoso Mask Design IC 4.42 $45,000 $56,250 $0 $0
System
0% 00000 Xxxxxxx XXX Basic Bundle IC 4.42 $125,000 $156,250 $0 $0
(DRC, ERC, LVS)
0% 11702 Dracula III Advanced IC 4.42 $135,000 $168,750 $0 $0
Bundle (DRC, ERC, LVS,
LPE)
0% 00000 Xxxxxxx XXX RC IC 4.42 $155,000 $193,750 $0 $0
Extraction Bundle
EOL1 11710 Dracula II Distributed IC 4.42 $30,000 $0 $0
Slave
0% 12110 Communications Manager IC 4.42 n/a n/a
Page 12
List of Currently Available Cadence Products (December 31, 1997)
Yearly Costs @ Categories (per "Xxxx Team") Unit List Yearly Fee
Locked Floating
M A B1 B2 B3 C D Product # Product Name (Title) Release Price Price Locked Floating
------------------------------------------------------------------------------------------------------------------------------------
0% 12111 Communications Manager IC 4.42 $50,000 n/a $0
API
0% 12141 Integrator's Toolkit - IC 4.42 $120,000 n/a $0
Database
0% 21060 Composer: VHDL Interface IC 4.42 $5,000 $6,250 $0 $0
0% 21400 Composer: Analysis IC 4.42 $5,500 $6,875 $0 $0
Environment
0% 21920 STL Tester Code IC 4.42 $15,000 $18,750 $0 $0
Generators
0% 32100 OASIS Simulation IC 4.42 $5,000 $6,250 $0 $0
Interface
0% 32120 Analog Artist IC 4.42 $10,000 $12,500 $0 $0
Statistical Analysis
0% 32130 Resolve Optimizer for IC 4.42 $14,400 $18,000 $0 $0
Analog Artist
0% 32140 Mixed-Signal Simulation IC 4.42 $10,000 $12,500 $0 $0
Interface Option
0% 32150 Cadence-SPICE IC 4.42 $5,000 $6,250 $0 $0
0% 32500 Spectre Advanced Circuit IC 4.42 $30,000 $37,500 $0 $0
Simulator
0% 32501 Spectre User Compiled IC 4.42 n/a n/a
Model Interface Option
for Spectre CS (34500)
0% 32510 SpectreHDL IC 4.42 $20,000 $25,000 $0 $0
0% 32520 Spectre RF Option to IC 4.42 $28,000 $35,000 $0 $0
Spectre (32500)
0% 32760 Meta-Software's HSPICE IC 4.42 $5,000 $6,250 $0 $0
Interface
0% 00000 Xxxxxx-Xxxxx Editing IC 4.42 $12,000 $15,000 $0 $0
Option for Layout (300)
0% 33011 Device Level Placer IC 4.42 $12,000 $15,000 $0 $0
Option for Device Level
Editor (33010)
0% 33015 Circuit Optimizer IC 4.42 $100,000 $125,00 $0 $0
0% 33016 Block Characterizer IC 4.42 $50,000 $62,500 $0 $0
0% 33301 Mixed-Signal IC 4.42 $10,000 $12,500 $0 $0
Back-Annotation Interface
0% 34500 Composer: IC Design IC 4.42 $14,500 $18,125 $0 $0
Entry
0% 34510 Analog Artist Design IC 4.42 $12,000 $15,000 $0 $0
Environment
0% 34511 Substrate Coupling IC 4.42 $30,000 $34,000 $0 $0
Analysis
Page 13
List of Currently Available Cadence Products (December 31, 1997)
Yearly Costs @ Categories (per "Xxxx Team") Unit List Yearly Fee
Locked Floating
M A B1 B2 B3 C D Product # Product Name (Title) Release Price Price Locked Floating
------------------------------------------------------------------------------------------------------------------------------------
0% 34515 CheckPlus for Composer IC 4.42 $7,000 n/a $0
0% 34520 CheckPlus Toolkit for IC 4.42 $25,000 n/a $0
Composer
0% 34525 CheckPlus Electrical IC 4.42 n/a n/a
Rule Set for Composer
0% 37500 Device Level Router IC 4.42 $20,000 $25,000 $0 $0
0% 00000 XXxxx Xxxxx Simulator IC 4.42 $5,000 $6,250 $0 $0
Interface
0% 40030 HP MNS Interface IC 4.42 $5,000 $6,250 $0 $0
0% 40040 Compact Software IC 4.42 $5,000 $6,250 $0 $0
Microwave Harmonica
Interface
0% 41000 Microwave Layout IC 4.42 $5,000 $6,250 $0 $0
Component Extractor
APT01 Apprentice ICC $35,000 $35,000 $0 $0
3.2
CV01 Cadence Virtuoso ICC $6,000 $6,000 $0 $0
Interface 3.2
DGEN01 Device Generator Option ICC $10,000 n/a $0
(requires Inspector or 3.2
better)
DPL01 Device Placement Option ICC $40,000 n/a $4,000
(requires Apprentice or 3.2
better)
EF01 EditFast Option ICC $10,000 $10,000 $1,500 $1,500
(requires Apprentice or 3.2
better)
GE01 GDSII/EDIF Interface ICC $6,000 $6,000 $900 $900
3.2
GRT01 Global Routing Option ICC $30,000 $30,000 $4,500 $4,500
(requires Journeyman or 3.2
better)
INS01 Inspector ICC $12,000 $12,000 $0 $0
3.2
JYM01 Journeyman ICC $85,000 $85,000 $8,500 $8,500
3.2
LD01 LEF/DEF Interface ICC $6,000 $6,000 $900 $900
3.2
MS01 Mentor SDL Interface ICC $6,000 $6,000 $900 $900
3.2
12.5% MST01 Master ICC $120,000 $120,000 $15,000 $15,000
3.2
PGE01 Polygon Edit ICC $0 $0 $0 $0
3.2
Page 14
List of Currently Available Cadence Products (December 31, 1997)
Yearly Costs @ Categories (per "Xxxx Team") Unit List Yearly Fee
Locked Floating
M A B1 B2 B3 C D Product # Product Name (Title) Release Price Price Locked Floating
------------------------------------------------------------------------------------------------------------------------------------
PRT01 Power Routing Option ICC $6,000 $6,000 $600 $600
(requires Journeyman or 3.2
better)
0% 252 SmartBlocks IC 4.42 $9,600 $12,000 $0 $0
0% 460 Gate Ensemble UL IC 4.42 $184,000 $230,000 $0 $0
0% 461 Clock Tree Synthesis IC 4.42 $36,800 $46,000 $0 $0
Option for Gate Ensemble
UL (460)
0% 462 Timing Assurance Option IC 4.42 $46,000 $57,500 $0 $0
for Gate Ensemble UL
(460)
0% 463 Open System Executable IC 4.42 $18,400 $23,000 $0 $0
Option for Gate Ensemble
UL (460)
0% 464 Open System Development IC 4.42 n/a n/a
Option for Gate Ensemble
UL (460)
0% 14000 Preview Front-End IC 4.42 $20,000 $25,000 $0 $0
Floorplanner System
0% 14010 Preview Basic IC 4.42 $20,000 $25,000 $0 $0
Floorplanner System
0% 14020 Preview Expert IC 4.42 $32,000 $40,000 $0 $0
Floorplanner System
0% 14020UG1 Preview Front-End IC 4.42 $12,000 $15,000 $0 $0
(14000) to Expert
(14020) Upgrade
0% 14020UG2 Preview Basic (14010) to IC 4.42 $12,000 $15,000 $0 $0
Expert (14020) Upgrade
EOL1 14040 Preview Timing Budgeter IC 4.42 $12,000 $15,000 $0 $0
0% 14060 Smartpath IC 4.42 $32,000 $40,000 $0 $0
0% 14065 Smartpath Compiler for IC 4.42 $12,000 $15,000 $0 $0
Verilog
0% 14066 Smartpath Compiler for IC 4.42 $12,000 $15,000 $0 $0
VHDL
0% 14101 Cell Ensemble Option for IC 4.42 $48,00 $60,000 $0 $0
Preview Basic (14010) or
Expert (14020)
0% 14111 Block Ensemble Option IC 4.42 $40,000 $50,00 $0 $0
for Preview Basic
(14010) or Expert (14020)
0% 14120 Three-Layer Routing IC 4.42 $40,000 $50,00 $0 $0
Option for Block
Ensemble (14111)
0% 00000 Xxxxxx Xxxxxx Option for IC 4.42 $24,000 $30,000 $0 $0
Block Ensemble (14111)
Page 15
List of Currently Available Cadence Products (December 31, 1997)
Yearly Costs @ Categories (per "Xxxx Team") Unit List Yearly Fee
Locked Floating
M A B1 B2 B3 C D Product # Product Name (Title) Release Price Price Locked Floating
------------------------------------------------------------------------------------------------------------------------------------
0% 00000 Xxxxxx Xxxxxx Chip IC 4.42 $236,000 $295,000 $0 $0
Assembly Solution
0% 14400 DLM Place and Route IC 4.42 $112,000 $140,000 $0 $0
System with Preview
Expert
0% 14410 Three-Layer Channel IC 4.42 $60,000 $75,000 $0 $0
Routing Option for Cell
Ensemble (14101)
0% 22800 PBS Option for Silicon IC 4.42 $65,000 n/a $0
Ensemble, Gate Ensemble
and Cell3
0% 22800UG2 CT-Gen (22810) to PBS IC 4.42 $20,000 n/a $0
(22800) Upgrade
0% 22810 CT-Gen Optio for Silicon IC 4.42 $45,000 n/a $0
Ensemble, Gate Ensemble
and Cell3
0% 22830 Silicon Synthesis QPBS IC 4.42 $96,000 $120,000 $0 $0
0% 22840 PBO Optimization IC 4.42 $33,750 $45,000 $0 $0
32700 Pearl Full-Custom IC 4.42 $38,000 $47,000 $1,900 $2,375
32700UG1 Pearl Cell (32710) to IC 4.42 $9,000 $11,250 $1,800 $2,250
Pearl Full-Custom
(32700) Upgrade
32710 Pearl Cell IC 4.42 $29,000 $36,250 $1,450 $1,813
0% 49468 Advanced Routing Option IC 4.42 $96,000 $120,000 $0 $0
for Gate Ensemble UL
(460)
0% 49480 Timing Assurance Option IC 4.42 $22,560 $28,200 $0 $0
for Gate Ensemble UL
End (49480)
0% 49481 Clock Tree Synthesis IC 4.42 $18,000 $22,500 $0 $0
Option for Gate Ensemble
Low End (49480)
0% 49482 Timing Assurance Option IC 4.42 $22,560 $28,200 $0 $0
for Gate Ensemble Low
End (49480)
0% 49500 Universal QPlace IC 4.42 $57,600 $72,00 $0 $0
0% 49500UG1 Hyperplace (H330C - IC 4.42 $26,400 $33,000 $0 $0
3.4A) to Universal
QPlace (49500) Upgrade
0% 49500UG2 Hyperplace (H330G - IC 4.42 $16,000 $20,000 $0 $0
3.4A) to Universal
QPlace (49500) Upgrade
0% 49560 Universal Smartpath IC 4.42 $40,000 $50,000 $0 $0
0% 49600 Gate Ensemble DSM IC 4.42 $356,000 $445,000 $0 $0
Page 16
List of Currently Available Cadence Products (December 31, 1997)
Yearly Costs @ Categories (per "Xxxx Team") Unit List Yearly Fee
Locked Floating
M A B1 B2 B3 C D Product # Product Name (Title) Release Price Price Locked Floating
------------------------------------------------------------------------------------------------------------------------------------
0% 49600UG1 Universal QPlace (49500) IC 4.42 $268,000 $335,000 $0 $0
to Gate Ensemble DSM
(49600) Upgrade
0% 49600UG2 Gate Ensemble (460) to IC 4.42 $144,000 $180,000 $0 $0
Gate Ensemble DSM
(49600) Upgrade
0% 49600UG3 Gate Ensemble (460) & IC 4.42 $100,000 $125,000 $0 $0
Universal QPlace (49500)
to Gate Ensemble DSM
(49600) Upgrade
0% 49600UG4 Gate Ensemble (460) IC 4.42 $36,000 $45,000 $0 $0
Universal QPlace
(49500), GE ARO
(49468), GE TA (462)
to Gate Ensemble DSM
(49600) & GE
Crosstalk (49610)
Upgrade
0% 49610 Crosstalk Option for IC 4.42 $76,000 $95,000 $0 $0
Gate Ensemble DSM (49600)
0% 49700 Silicon Ensemble IC 4.42 $196,000 $245,000 $0 $0
0% 49700UG1 Universal QPlace (49500) IC 4.42 $132,000 $165,000 $0 $0
to Silicon Ensemble
(49700) Upgrade
0% 49700UG2 Cell3 (410) to Silicon IC 4.42 $72,000 $90,000 $0 $0
Ensemble (49700) Upgrade
0% 49700UG3 Cell3 (410) & Universal IC 4.42 $20,000 $25,000 $0 $0
QPlace (49500) to
Silicon Ensemble (49700)
Upgrade
0% 49730 Opensys Executable IC 4.42 $11,600 $14,500 $0 $0
Option for Silicon
Ensemble Series
(49700/49800)
0% 49760 Opensys Development IC 4.42 $120,000 $150,000 $0 $0
Option for Silicon
Ensemble Series
0% 49800 Silicon Ensemble DSM IC 4.42 $316,000 $395,000 $0 $0
0% 49800UG1 Universal QPlace (49500) IC 4.42 $236,000 $295,000 $0 $0
to Silicon Ensemble DSM
(49800) Upgrade
0% 49800UG2 Cell3 (410) to Silicon IC 4.42 $176,000 $220,000 $0 $0
Ensemble DSM (49800)
Upgrade
0% 49800UG3 Cell3 (410) & Universal IC 4.42 $124,000 $155,000 $0 $0
QPlace (49500) to
Silicon Ensemble DSM
(49800) Upgrade
Page 17
List of Currently Available Cadence Products (December 31, 1997)
Yearly Costs @ Categories (per "Xxxx Team") Unit List Yearly Fee
Locked Floating
M A B1 B2 B3 C D Product # Product Name (Title) Release Price Price Locked Floating
------------------------------------------------------------------------------------------------------------------------------------
0% 49800UG4 Silicon Ensemble (49700) IC 4.42 $136,000 $170,000 $0 $0
to Silicon Ensemble DSM
(49800) Upgrade
0% 49800UG5 Cell3 (410), Universal IC 4.42 $52,000 $65,000 $0 $0
QPlace (49500), Cell3
ARO (49418), Cell3 TA
(412) to Silicon
Ensemble DSM (49800) &
SE Crosstalk (49810)
Upgrade
0% 49810 Crosstalk Option for IC 4.42 $76,000 $95,000 $0 $0
Silicon Ensemble DSM
(49800)
X000 Xxxxxxxx XX Xxxx (Xxxxxx) XXX $52,000 $65,000 $7,800 $9,750
3.4a
H301DF Physical DP Base (DFII) HLD $52,000 $65,000 $7,800 $9,750
3.4a
X000 Xxxxxxxx XX (Xxxxxx) XXX $68,000 $85,000 $10,200 $12,750
3.4a
H315DF Physical DP (DFII) HLD $68,000 $85,000 $10,200 $12,750
3.4a
H325 Logic DP HLD $46,800 $58,500 $7,020 $8,775
3.4a
X000X Xxxxx XX XX & XX XXX $35,000 $45,500 $5,250 $6,825
3.4a
H337 HyperExtract with HLD $52,000 $65,000 $7,800 $9,750
HyperRule 3.4a
X000 Xxxxxxxxxx XxxxxXxxxxxx XXX $67,600 $84,500 $10,140 $12,675
Package 3.4a
H340T Fasnet Timing Loop HLD $20,800 $26,000 $3,120 $3,900
3.4a
H341 Fasnet Delay Calculator HLD $17,600 $22,000 $2,640 $3,300
3.4a
H345 DP Interface to Synopsys HLD $12,000 $15,000 $1,800 $2,250
3.4a
H347 Epic Interface HLD $10,400 $13,000 $1,560 $1,950
3.4a
H377 SVR P&R Interfaces HLD $20,000 $25,000 $3,000 $3,750
3.4a
X000 Xxxxxx X&X Interfaces HLD $20,000 $25,000 $3,000 $3,750
3.4a
H397 Avant Aquarius BV P&R HLD $15,600 $19,500 $2,340 $2,925
Interface 3.4a
H415 Physical DP DSM (Pillar) HLD $94,000 $125,000 $14,100 $18,750
3.4a
Page 18
List of Currently Available Cadence Products (December 31, 1997)
Yearly Costs @ Categories (per "Xxxx Team") Unit List Yearly Fee
Locked Floating
M A B1 B2 B3 C D Product # Product Name (Title) Release Price Price Locked Floating
------------------------------------------------------------------------------------------------------------------------------------
X000XX0 Xxxxxxxx XX Xxxxxx XXX $30,000 $40,000 $0 $0
(H315) to Physical DP 3.4a
DSM Pillar (H415) Upgrade
H415UG2 Physical DP Base Pillar HLD $45,000 $60,000 $6,750 $9,000
(H301) to Physical DP 3.4a
DSM Pillar (H415) Upgrade
H425 Logic DP DSM HLD $78,800 $98,500 $11,820 $14,775
3.4a
H425UG1 Logic DP (H325) to Logic HLD $32,000 $40,000 $0 $0
DP DSM (H425) Upgrade 3.4a
H528 GDSII In (Pillar) HLD $5,200 $6,500 $780 $975
3.4a
H529 GDSII Out (Pillar) HLD $5,200 $6,500 $780 $975
3.4a
(not available to Order) HR200 Pillar DB/Lisp HLD $50,000 n/a $0
Development System 3.4a
0% 32600 Dantes Design & Test IC 4.42 $80,000 $100,000 $0 $0
System
0% 32610 Dantes Teradyne A510 IC 4.42 $15,000 $18,750 $0 $0
Module
0% 32620 Dantes Teradyne A520 IC 4.42 $15,000 $18,750 $0 $0
Module
0% 32630 Dantes LTX Synchromaster IC 4.42 $15,000 $18,750 $0 $0
Module
0% 32640 Dantes HP9480 Model IC 4.42 $15,000 $18,750 $0 $0
0% 250 Synergy HDL Synthesizer IC 4.42 $9,600 $12,000 $0 $0
0% 251 Synergy Optimizer IC 4.42 $24,000 $30,000 $0 $0
0% 253 ASIC Designer Option for IC 4.42 $25,600 $32,000 $0 $0
FPGA Designer Composer
(51070/51170)
0% 570 Cadence to Snyopsys IC 4.42 $7,000 $8,750 $0 $0
Interface III
0% 20400 Logic Modeling Interface IC 4.42 n/a n/a
Package
0% 20600 Cadence Model Manager IC 4.42 $20,000 $25,000 $0 $0
for Quickturn
0% 22650 VHDL Synthesizer IC 4.42 $9,600 $12,000 $0 $0
25000 SimVision IC 4.42 $4,000 $5,000 $0 $0
25300 VeriSure IC 4.42 $15,000 n/a $3,000
25310 VeriSure Sim Driver IC 4.42 $5,000 n/a $1,000
25320 VHDL Cover IC 4.42 $15,000 n/a $3,000
25330 VHDL Cover Sim Driver IC 4.42 $5,000 n/a $1,000
0% 00000 Xxxxxxx-XX IC 4.42 $20,000 $25,000 $0 $0
Page 19
List of Currently Available Cadence Products (December 31, 1997)
Yearly Costs @ Categories (per "Xxxx Team") Unit List Yearly Fee
Locked Floating
M A B1 B2 B3 C D Product # Product Name (Title) Release Price Price Locked Floating
------------------------------------------------------------------------------------------------------------------------------------
0% 26010 Verilog-XL Turbo IC 4.42 $28,000 $35,000 $0 $0
0% 26010UG1 Verilog-XL (26000) to IC 4.42 $12,000 $15,000 $0 $0
Verilog-XL Turbo (26010)
Upgrade
0% 26010UG2 VXL Turbo with NCV IC 4.42 $0 $0 $0 $0
Option (26010NCV) to
Verilog-XL Turbo (26010)
0% 26020 Switch-RC Option for IC 4.42 $10,000 $12,500 $0 $0
Verilog-XL (26000)
0% 26030 VHDL Model Import Option IC 4.42 $10,000 $12,500 $0 $0
for Verilog-XL (26000)
0% 26310 EDIF to Verilog Netlist IC 4.42 n/a n/a
Translator
0% 26320 Verilog to EDIF Netlist IC 4.42 $5,000 $6,250 $0 $0
Translator
0% 26110 Verilog-XL Turbo NT IC 4.42 $28,000 $35,000 $0 $0
0% 26500 Verifault-XL Fault IC 4.42 $40,000 $50,000 $0 $0
Simulator
0% 26510 Verifault-XL Salve Node IC 4.42 $10,000 $12,500 $0 $0
License
0% 27000 Leapfrog VHDL Simulator IC 4.42 $20,000 $25,000 $0 $0
0% 27010 Leapfrog Model Import IC 4.42 $12,000 $15,000 $0 $0
Package Option
0% 28200 NC-Verilog IC 4.42 $32,000 $40,000 $0 $0
0% 28200UG1 VXL Turbo with NCV IC 4.42 $0 $0 $0 $0
option (26010NCV) to
NC-Verilog (28200)
Upgrade
0% 28200UG2 Verilog-XL Turbo (26010) IC 4.42 $12,000 $15,000 $0 $0
to NC-Verilog (28200)
Upgrade
0% 28200UG3 Verilog-XL (26000) to IC 4.42 $20,000 $25,000 $0 $0
NC-Verilog (28200)
Upgrade
0% 28500 Cobra Cycle Simulator IC 4.42 $60,000 n/a $0
0% 51000 PIC Designer (Composer) IC 4.42 $18,400 $23,000 $0 $0
0% 51060 PLD Designer (Composer) IC 4.42 $12,000 $15,000 $0 $0
0% 51070 FPGA Designer (Composer) IC 4.42 $12,000 $15,000 $0 $0
0% 51100 PIC Designer (Concept) IC 4.42 $18,400 $23,000 $0 $0
0% 51160 PLD Designer (Concept) IC 4.42 $12,000 $15,000 $0 $0
Page 20
List of Currently Available Cadence Products (December 31, 1997)
Yearly Costs @ Categories (per "Xxxx Team") Unit List Yearly Fee
Locked Floating
M A B1 B2 B3 C D Product # Product Name (Title) Release Price Price Locked Floating
------------------------------------------------------------------------------------------------------------------------------------
0% 51170 FPGA Designer (Concept) IC 4.42 $12,000 $15,000 $0 $0
0% 52000 FPGA Optimizer IC 4.42 $12,000 $15,000 $0 $0
0% 61400 Test Synthesizer IC 4.42 $20,000 $25,000 $0 $0
0% 61500 VHDL Test Synthesizer IC 4.42 $20,000 $25,000 $0 $0
0% ASIC1 ASIC Vendor Aliance 97A $17,000 n/a $0
Program
0% 20135 All Composer Part IC 4.42 n/a n/a
Libraries
0% 20235 All Composer Part & IC 4.42 n/a n/a
Verilog Model Libraries
0% 21200 Physical Interface IC 4.42 $18,000 $22,500 $0 $0
Environment
0% 24015 DF/Thermax 97A $21,000 n/a $0
0% 24025 DF/Thermax Expert 97A $40,000 n/a $0
0% 24025UG1 DF/Thermax (24015) to 97A $22,000 n/a $0
DF/Thermax Expert
(24025) Upgrade
0% 24100 DF/Thermax Model Library 97A $3,000 n/a $0
0% 24205 Thermax/Flomerics 97A $3,000 n/a $0
Bi-directional Interface
0% 50000 System Workbench IC 4.42 $18,000 $22,500 $0 $0
0% 50010 Upgrade Composer for IC 4.42 $6,000 $7,500 $0 $0
System Workbench
0% 50110 Delay Backannotation IC 4.42 $0 $0 $0 $0
from Allegro
0% 50200 System Workbench Library IC 4.42 $4,000 $5,000 $0 $0
Developer
0% AI2000 CAD Interface Bundle 97AW $5,000 n/a $0
0% AI2000A CAD Interface Bundle 97A $5,000 n/a $0
0% AI2000U PCB Interface Bundle 97AW $1,250 n/a $0
G9 UNIX (AI2001) to CAD 97AW $1,250 n/a $0
Interface Bundle
(AI2000) Upgrade
0% AI2100 PCB Interface Bundle 97AW $3,000 n/a $0
0% AI2100A PCB Interface Bundle 97A $3,000 n/a $0
0% AI2100U PCB Interface Bundle 97AW $750 n/a $0
G9 UNIX (AI2101) to PCB
Interface Bundle
(AI2100) Upgrade
0% AS1100A Spectre/Profile Expert 97A $20,000 n/a $0
Bundle
Page 21
List of Currently Available Cadence Products (December 31, 1997)
Yearly Costs @ Categories (per "Xxxx Team") Unit List Yearly Fee
Locked Floating
M A B1 B2 B3 C D Product # Product Name (Title) Release Price Price Locked Floating
------------------------------------------------------------------------------------------------------------------------------------
0% AT1100A Analog Analysis Expert 97A $25,000 n/a $0
Bundle
0% AX1100A Analog Workbench Expert 97A $25,000 n/a $0
0% AX1200A Mixed-Signal Workbench 97A $75,000 n/a $0
Expert
0% AX1200A Analog Workbench Expert 97A $50,000 n/a $0
UG1 (AX1100A) to
Mixed-Signal Workbench
Expert (AX1200A) Upgrade
0% CKK1100A Nihongo-Concept Expert 97A $6,000 n/a $0
System
0% CKK1100 Concept Expert System 97A $1,500 n/a $0
AUG1 (FET1100A) to
Nihongo-Concept Expert
System (CKK1100A) Upgrade
0% FET1000A Design Access Bundle 97A $5,000 n/a $0
0% FET1000 Bi-directional EDIF 200 97A $2,000 n/a $0
AUG1 Schematic Interface
(IF30) to Design Access
Bundle (FET1000) Upgrade
0% FET1000 Bi-directional EDIF 200 97A $2,000 n/a $0
AUG2 Netlist Interface (IF31)
to Design Access Bundle
(FET1000) Upgrade
0% FET1100 Concept-HDL 97AW $6,000 n/a $0
0% FET1100A Concept Expert System 97A $6,000 n/a $0
0% FET1100 Concept Expert Sytems 97AW $1,500 n/a $0
UG9 UNIX (FET1101) to
Concept-HDL (FET1100)
Upgrade
0% FET1200 CheckPlus-HDL 97AW $7,000 n/a $0
0% FET1200A CheckPlus Expert System 97A $7,000 n/a $0
0% FET1200 CheckPlus Expert System 97AW $1,750 n/a $0
UG9 UNIX (FET1201) to
CheckPlus-HDL (FET1200)
Upgrade
0% LID23 Extended Verilog Model 97A n/a n/a
Library
0% LID33 Base Verilog Model 97A n/a n/a
Library
0% LWB20 Logic Workbench/SE 97A $15,000 n/a $0
0% LWB22 OpenSim Backplane 97A $10,000 n/a $0
Multi-Engine Access
0% PE2100 BoardQuest Designer 97AW $19,000 n/a $0
0% PE2100A BoardQuest Designer 97A $19,000 n/a $0
Page 22
List of Currently Available Cadence Products (December 31, 1997)
Yearly Costs @ Categories (per "Xxxx Team") Unit List Yearly Fee
Locked Floating
M A B1 B2 B3 C D Product # Product Name (Title) Release Price Price Locked Floating
------------------------------------------------------------------------------------------------------------------------------------
0% PE2100U BoardQuest Designer 97AW $4,750 n/a $0
G9 UNIX (PE2101) to
BoardQuest Designer
(PE2100) Upgrade
0% PE2200 BoardQuest Expert 97AW $40,000 n/a $0
0% PE2200A BoardQuest Expert 97A $40,000 n/a $0
0% PE2200A BoardQuest Designer 97A $25,000 n/a $0
UG1 (PE2100A) to BoardQuest
Expert (PE2200A) Upgrade
0% PE2200 BoardQuest Designer 97AW $25,000 n/a $0
UG1 (PE2100) to BoardQuest
Expert (PE2200) Upgrade
0% PE2200 BoardQuest Expert UNIX 97AW $10,000 n/a $0
UG9 (PE2201) to BoardQuest
Expert (PE2200) Upgrade
0% PE2400 SigNoise 97AW $35,000 n/a $0
0% PE2400A SigNoise 97AW $35,000 n/a $0
0% PE2400 SigNoise UNIX (PE2401) 97AW $8,750 n/a $0
UG9 to SigNoise (PE2400)
Upgrade
0% PE2500 SigNoise Standard 97AW n/a n/a
Digital Parts Library
0% PE2500A SigNoise Standard 97A $10,000 n/a $0
Digital Parts Library
0% PE2600A EMControl 97A $25,000 n/a $0
SP2000 SPECCTRA PCB Autorouter 97AW $3,000 n/a $0
SP2100 SPECCTRA Designer 97A $25,000 n/a $2,500
Autorouter
SP2100 SPECCTRA PCB Autorouter 97A $14,000 n/a $1,400
UGI (SP2000) to SPECCTRA
Designer Autorouter
(SP2100) Upgrade
SP2100 AutoRoute (AR) to 97A $14,000 n/a $1,400
UG2 SPECCTRA Designer
Autorouter (SP2100)
Upgrade
SP2100 SPECCTRA Designer UNIX 97AW $6,250 n/a $0
UG9 (SP2101) to SPECCTRA
Designer (SP2100) Upgrade
SP2200 SPECCTRA Expert 97A $40,000 n/a $4,000
Page 23
List of Currently Available Cadence Products (December 31, 1997)
Yearly Costs @ Categories (per "Xxxx Team") Unit List Yearly Fee
Locked Floating
M A B1 B2 B3 C D Product # Product Name (Title) Release Price Price Locked Floating
------------------------------------------------------------------------------------------------------------------------------------
SP2200 SPECCTRA PCB Autorouter 97A $37,000 n/a $3,700
UG1 (SP2200) to SPECCTRA
Expert Autorouter
(SP2200) Upgrade
SP2200 AutoRoute (AR) to 97A $29,000 n/a $2,900
UG2 SPECCTRA Expert
Autorouter (SP2200)
Upgrade
SP2200 SPECCTRA Designer 97AW $15,000 n/a $1,500
UG3 Autorouter (SP2100) to
SPECCTRA Expert
Autorouter (SP2200)
Upgrade
SP2200 SPECCTRA Expert UNIX 97AW $10,000 n/a $0
UG9 (SP2201) to SPECCTRA
Expert (SP2200) Upgrade
SP2300 SPECCTRA EditRoute 97A $11,000 n/a $1,100
SP2300 SPECCTRA EditRoute 97A $2,750 n/a $0
UG9 UNIX (SP2301) to
SPECCTRA EditRoute
(SP2300) Upgrade
SP2400 SPECCTRA Fast Circuit 97A $7,500 n/a $750
Option For EditRoute
SP2400 SPECCTRA Fast Circuit 97AW $1,875 n/a $0
UG9 Option UNIX (SP2401) to
SPECCTRA Fast Circuit
Option (SP2400) Upgrade
0% TW01 Team Design Manager IC 4.42 $4,800 n/a $0
0% TW02 Team Design Project IC 4.42 $18,500 n/a $0
Administrator
0% XX0000 XX Xxxxxxxxx 00XX $5,000 n/a $0
0% XX0000X XX Librarian 97A $5,000 n/a $0
0% VT1000 PE Librarian UNIX 97A $1,250 n/a $0
UG9 (VT1001) to PE Librarian
(VT1000) Upgrade
0% VT2000 Allegro PCB 97AW $10,000 n/a $0
0% VT2000A Allegro PCB 97A $10,000 n/a $0
VT2100 Allegro Designer 97AW $25,000 n/a $0
VT2100A Allegro Designer 97A $25,000 n/a $0
VT2100A Allegro PCB (VT2000A) to 97A $15,000 n/a $0
UG1 Allegro Designer
(VT2100A) Upgrade
VT2100 Allegro PCB (VT2000) to 97AW $15,000 n/a $0
UG1 Allegro Designer
(VT2100) Upgrade
Page 24
List of Currently Available Cadence Products (December 31, 1997)
Yearly Costs @ Categories (per "Xxxx Team") Unit List Yearly Fee
Locked Floating
M A B1 B2 B3 C D Product # Product Name (Title) Release Price Price Locked Floating
------------------------------------------------------------------------------------------------------------------------------------
VT2100 Allegro Designer UNIX 97AW $6,250 n/a $0
UG9 (VT2101) to Allegro
Designer (VT2100) Upgrade
10% VT2200 Allegro Expert 97AW $45,000 n/a $4,500
10% VT2200A Allegro Expert 97AW $45,000 n/a $4,500
10% VT2200A Allegro PCB (VT2000A) to 97A $35,000 n/a $3,500
UG1 Allegro Expert (VT2200A)
Upgrade
10% VT2200A Allegro Designer 97A $20,000 n/a $2,000
UG2 (VT2100A) to Allegro
Expert (VT2200A) Upgrade
10% VT2200A SPECCTRA EditRoute 97A $34,000 n/a $3,400
UG4 (SP2300) to Allegro
Expert (VT2200A) Upgrade
10% VT2200A Allegro Designer 97A $9,000 n/a $900
UG6 (VT2100A) and SPECCTRA
EditRoute (SP2300) to
Allegro Expert (VT2200A)
Upgrade
10% VT2200 Allegro PCB (VT2200) to 97AW $35,000 n/a $3,500
UG1 Allegro Expert (VT2200)
Upgrade
10% VT2200 Allegro Designer 97AW $20,000 n/a $2,000
UG2 (VT2100) to Allegro
Expert (VT2200) Upgrade
10% VT2200 SPECCTRA EditRoute 97AW $34,000 n/a $3,400
UG4 (SP2300) to Allegro
Expert (VT2200) Upgrade
10% VT2200 SPECCTRA EditRoute 97AW $26,500 n/a $2,650
UG5 (SP2300) & SPECCTRA Fast
Circuit Option (SP2400)
to Allegro Expert
(VT2200)
10% VT2200 Allegro Designer 97AW $9,000 n/a $900
UG6 (VT2100) & SPECCTRA
EditRoute (SP2300) to
Allegro Expert (VT2200)
Upgrade
Page 25
List of Currently Available Cadence Products (December 31, 1997)
Yearly Costs @ Categories (per "Xxxx Team") Unit List Yearly Fee
Locked Floating
M A B1 B2 B3 C D Product # Product Name (Title) Release Price Price Locked Floating
------------------------------------------------------------------------------------------------------------------------------------
VT2200 Allegro Designer 97AW $1,500 n/a $0
UG7 (VT2100), SPECCTRA
EditRoute (SP2300), and
SPECCTRA Fast Circuit
Option (SP2400) to
Allegro Expert (VT2200)
Upgrade
VT2200 Allegro Expert UNIX 97AW $11,250 n/a $0
UG9 (VT2201) to Allegro
Expert (VT2200)
0% VT50 Advanced Package 97A $39,000 n/a $0
Designer Interactive
Page 26
- END OF SITE SUBSCRIPTION ADDENDUM -
Page 27
Exhibit B - to the Addendum to the SSA
PRODUCT LOAN AGREEMENT
THIS PRODUCT LOAN AGREEMENT ("Agreement") is entered into as of the first date
set forth below ("Effective Date") by and among Cadence Design Systems, Inc.
("Cadence"), Xxxxxx Semiconductor Sector of Xxxxxx Corp[oration ("Customer"),
and the undersigned independent contractor of Customer ("Independent
Contractor"). Whereas, Customer and Cadence have entered into a Site
Subscription Agreement ("SSA"); Whereas, Customer desires by this Agreement to
permit Independent Contractor to use, solely and exclusively for Customer's
benefit, certain Software that customer licensed from Cadence pursuant to the
SSA; and Whereas, pursuant to the SSA, Customer hereby requests that Cadence
consent to Independent Contractor's limited use of the Software identified
below, which use shall be solely and exclusively for Customer's benefit and
which shall be limited in scope and application to the North Americas; Now,
therefore, in consideration of the mutual obligations described below, the
parties agree as follows:
Page 1
1. Definitions.
(a) "Software" means the specific Cadence software products identified on
Exhibit A of the Addendum which Customer licensed from Cadence pursuant to the
SSA. The Cadence product number, product description, and the security device
serial number for each Cadence software product loaned to Independent Contractor
hereunder shall be provided to Cadence by indicating such information on Exhibit
A hereto.
(b) "Use" means copying all or any portion of an item of Software into a
computer for processing of the instructions contained in the Software and/or
loading data into or displaying, viewing or extracting output results from or
otherwise operating any portion of the Software for the purpose of Customer's
design and manufacture of electronic circuits and systems.
2. Authorized Use. Independent Contractor is permitted to use the Software
identified on Exhibit A solely for the exclusive benefit of Customer and not for
the benefit of any other person or entity. Independent Contractor agrees to use
the Software solely and exclusively for the benefit of Customer and not for the
benefit of any other person or entity. CUSTOMER AND INDEPENDENT CONTRACTOR
ACKNOWLEDGE AND UNDERSTAND THAT ANY UNAUTHORIZED USE OF THE SOFTWARE BY
INDEPENDENT CONTRACTOR, INCLUDING, BUT NOT LIMITED TO, USING THE SOFTWARE FOR
THE BENEFIT OF ANY PERSON OR ENTITY OTHER THAN CUSTOMER, IS A VIOLATION OF THIS
AGREEMENT AND SHALL RESULT IN THE IMMEDIATE TERMINATION OF THIS AGREEMENT. IN
THE EVENT OF ANY SUCH UNAUTHORIZED USE OF THE SOFTWARE, CADENCE MAY, IN ADDITION
TO ITS OTHER REMEDIES AND IN ITS SOLE AND ABSOLUTE DISCRETION, DEMAND THE
IMMEDIATE RETURN OF ALL CADENCE SOFTWARE LICENSED TO INDEPENDENT CONTRACTOR
UNDER THIS AGREEMENT, AND CUSTOMER SHALL NOT BE ENTITLED TO A REFUND OF ANY
LICENSE FEES PAID THEREFOR. ANY SUCH UNAUTHORIZED USE SHALL FURTHER SUBJECT
INDEPENDENT CONTRACTOR TO LEGAL LIABILITY AND PROSECUTION TO THE FULL EXTENT OF
THE LAW.
3. License. All Software loaned to Independent Contractor by Customer under this
Agreement is provided pursuant to a personal, temporary, non-exclusive,
nontransferable license by Cadence whereby Independent Contractor may internally
use the Software and related documentation solely for the purposes described
herein. Independent Contractor shall not: (a) disassemble, reverse engineer,
decompile or translate the Software, or permit others to do so; or, (b) remove
or alter any copyright and/or proprietary notices appearing on or in the
Software and documentation; or, (c) provide or otherwise make available the
Software, documentation or any portion thereof, in any form, to any third party.
4. Term and Termination. This Agreement commences on the Effective Date and
shall remain effective until terminated. This Agreement shall automatically
terminate upon the termination or expiration of the SSA. Furthermore, either
Customer or Independent Contractor may terminate this Agreement at any time, for
its convenience, upon written notice to the other
Page 2
party. Cadence may also terminate this Agreement effective immediately in the
event of (a) Customer's or Independent Contractor's breach of any of its
obligations under this Agreement; or, (b) Customer's breach of any of its
obligations under the SSA. Upon termination of this Agreement for any reason,
Independent Contractor shall return the Software to Customer, F.O.B. Customer's
facilities, freight to be paid by Customer, and in the same condition in which
they were provided, reasonable wear and tear excepted.
5. Software License Agreement. To the extent relevant Independent Contractor has
read same, both Independent Contractor and Cadence agree to be bound by the
applicable terms and conditions of the Software Rental Agreement of the SSA,
with the exception that Independent Contractor may not transfer possession,
custody or control of the Software to any third party to this Agreement.
6. Disclaimer. Products are provided to Customer on an "AS IS" basis. Neither
Cadence nor its subcontractors or suppliers makes any warranty with respect to
any Product, service, advice or assistance furnished hereunder. EXCEPT AS
PROVIDED ABOVE, CADENCE MAKES NO WARRANTY TO INDEPENDENT CONTRACTOR, EXPRESS OR
IMPLIED, AND DISCLAIMS ANY WARRANTIES WITH RESPECT TO THE LICENSED PROGRAM OR
DOCUMENTATION, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF FITNESS FOR A
PARTICULAR PURPOSE, MERCHANTABILITY, OR NON-INFRINGEMENT.
7. Notices. All notices required under this Agreement shall be in writing, in
the English language, and, in the case of Cadence, shall be addressed to:
Cadence Design Systems, Inc., 000 Xxxxx Xxxx Xxxxxxx, Xxx Xxxx, Xxxxxxxxxx
00000, U.S.A., Attention: Contracts Administrator; and, in the case of Customer,
shall be addressed to the Customer address specified below; and, in the case of
Independent Contractor, shall be addressed to the Independent Contractor address
specified below. Any notice shall be deemed given upon receipt of such notice by
the recipient.
8. No Assignment. Neither Customer nor Independent Contractor shall assign,
delegate, or subcontract any portion of its respective rights, duties, or
obligations under this Agreement except to the extent Customer is permitted to
assign rights under the SSA, and any attempt to do so shall be void.
9. Arbitration. Any unresolved dispute arising pursuant to this Agreement shall
be settled by arbitration before one arbitrator for disputes of under $50,000,
otherwise before three arbitrators, provided that nothing in this Section shall
restrict any party hereto from applying for emergency relief pending final
determination of a claim by arbitration or restrict Cadence from bringing action
against Customer or Independent Contractor for infringement of any of Cadence's
intellectual property rights or for breach of any of the obligations of Customer
or Independent Contractor hereunder. All arbitration shall be conducted in San
Jose, California, U.S.A, in accordance with the rules and regulations of the
American Arbitration Association. Each party shall pay its own expenses
associated with such arbitration, including 50% of the expenses of the neutral
arbitrator(s). The judgment of the arbitrators shall be binding and entered in
any court having jurisdiction thereof.
Page 3
10. Capitalized Terms. All capitalized terms not otherwise defined herein shall
have the same meaning as ascribed to them in the SSA, as appropriate.
11. Ratification and Confirmation of Agreement. Nothing in this agreement
modifies the terms and conditions of the SSA or SRA and to the extent that a
conflict between this Agreement and the SSA exists, the SSA as modified as of
the date of this Agreement is entered into shall take precedence.
12. General. This Agreement is governed by the laws of the State of California,
U.S.A. This Agreement together with the SSA constitute the complete and
exclusive statement of the agreement between the parties and supersedes all
proposals, oral or written, and all other communications between the parties
relating to the subject matter of this Agreement. This Agreement may be modified
only by a written instrument duly executed by all of the parties hereto. Any
waiver by any party of any condition, part, term or provision of this Agreement
shall not be construed as a waiver of any other condition, part, term or
provision or a waiver of any future event ore circumstance. If any provision of
this Agreement is held invalid or unenforceable, the remainder of the Agreement
shall continue in full force and effect.
In Witness Whereof, the parties hereto have executed this Agreement as of the
first date set forth below.
Xxxxxx Semiconductor Sector Cadence Design Systems, Inc.
By: ________________________________ By: ____________________________________
Title: _____________________________ Title: _________________________________
Date: ______________________________ Date: __________________________________
Independent
Contractor:
By: ________________________________
Title: _____________________________
Date: ______________________________
Page 4
INSTALLMENT PAYMENT AGREEMENT
CADENCE DESIGN SYSTEMS, INC.
------------------------------------------------------------------------------------------------------------------------------------
Customer: Xxxxxx Semiconductor Executed by Customer (authorized signature):
Sector of Xxxxxx Corporation By: /s/ Xxxxx X. Xxxxxx
--------------------------------------------------------------------
Name: Xxxxx X. Xxxxxx
Address: X.X. Xxx 000 Title: Director, Contracts
Xxxxxxxxx, XX 00000
By: /s/ Xxxxxx X. Xxxxxxxx
--------------------------------------------------------------------
Phone: 000 000-0000 Name: Xxxxxx X. Xxxxxxxx
Billing Contact: Xxx Xxxxxx (000) 000-0000 Title: Vice President-Controller
IPA Effective Date: 10/1/98
License Agreement: Site Subscription Agreement Executed by Cadence Design Systems, Inc.:
No. SSVP-93E24TP By:
--------------------------------------------------------------------
Name:
------------------------------------------------------------------
Title:
-----------------------------------------------------------------
Address:
---------------------------------------------------------------
---------------------------------------------------------------
---------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
License Fee: $ 5,117,928.96 Payment Schedule:
Payment Amount Due Date
$ 841,894.83 6/01/99
$ 841,894.83 9/01/99
$ 841,894.83 12/01/99
$ 841,894.83 3/01/00
$ 875,174.82 6/01/00
$ 875,174.82 9/01/00
$5,117,928.96
------------------------------------------------------------------------------------------------------------------------------------
THIS INSTALLMENT PAYMENT AGREEMENT ("IPA") is made as of the IPA Effective Date
set forth above, between the Customer named above and CADENCE DESIGN SYSTEMS,
INC., a Delaware corporation ("Cadence") with respect to the following facts:
Customer and Cadence have entered into a Site Subscription Agreement described
above (the "License Agreement") in connection with the licensing of certain
software products (the "Licensed Software") to Customer. Payment obligations
associated with the License Agreement and Licensed Software are specified in the
Payment Schedule dated as of October 1, 1998, and attached hereto (the "Payment
Schedule"). Pursuant to the Payment Schedule Customer is obligated to pay
Cadence the license fee described above (the "License Fee") plus applicable
maintenance service fees and taxes. Subject to the terms of this IPA, Cadence
and Customer have agreed that Customer shall make installment payments to
Cadence as set forth herein, and that by doing so Customer will satisfy the
obligation in the License Agreement to pay the License Fee. Any fees set forth
in the Payment Schedule other than the License Fee shall be due and payable at
the times and in the manner set forth in the Payment Schedule. Except as
Page 5
provided under this IPA, Customer's rights and remedies against Cadence under
the License Agreement, including Cadence's warranty provision, shall not be
affected.
1. PAYMENT SCHEDULE: In consideration of Cadence entering into the License
Agreement, Customer irrevocably promises to pay the License Fee to Cadence or
order in accordance with the payment schedule set forth above, with each payment
amount ("Installment Payment") due and payable on the applicable due date. If
full payment of each Installment Payment is not received by Cadence on each due
date, Customer agrees to pay to Cadence interest on the overdue amount at the
lower of two percent (2%) per month or the maximum amount allowed by law until
paid. Unless stated otherwise, Installment Payments exclude any applicable
sales, use, property or any other tax allocable to the License Agreement or this
IPA. Customer acknowledges and agrees that the License Fees were fully earned by
Cadence when the Licensed Software was delivered. As a result, Customer's
obligation to remit Installment Payments to Cadence in accordance with the
payment schedule set forth herein shall be absolute, unconditional,
noncancellable and nonrefundable, and shall not be subject to any of the
following (collectively, "Claims"): any abatement, set-off, claim, counterclaim,
adjustment, reduction, or defense for any reason, including, but not limited to,
any claims that Cadence failed to perform under the License Agreement or
termination of the License Agreement.
2. ASSIGNMENT: Customer consents to Cadence's assignment of its rights and
interests in and to this IPA to one or more third-parties ("Assignee"). Upon
notice to Customer of any such assignment, Assignee shall have and be entitled
to exercise any and all rights and remedies of Cadence hereunder, and all
references herein to Cadence shall include Assignee. Customer and Cadence agree
that Assignee shall not, because of such assignment, assume any of Cadence's
obligations to Customer. Customer shall not assert against Assignee any Claims
that Customer may have against Cadence. Customer waives all rights to make any
claim against Assignee for any loss or damage to the Licensed Software or breach
of any warranty, express or implied, as to any matter whatsoever, including but
not limited to the Licensed Software and service performance, functionality,
features, merchantability or fitness for a particular purpose, or any indirect,
incidental or consequential damages or loss of business. Customer shall pay
Assignee all amounts due and payable under this IPA, but shall pursue any claims
under any License Agreement against only Cadence. Except as provided for an
Event of Default below, neither Cadence nor its Assignees will interfere with
Customer's quiet enjoyment or use of the Licesed Software in accordance with the
License Agreement's terms and conditions. Customer shall not assign or transfer
this Agreement or permit any lien or encumbrance upon this Agreement.
3. DEFAULT: Each of the following events shall constitute an "Event of Default";
(i) Customer fails to pay when due all or any portion of any Installment Payment
or any other amounts payable hereunder, and such failure is not cured within
thirty (30) days after written notice; (ii) any representation or warranty
herein made by Customer or any guarantor proves to be false in any material
respect when made; (iii) a material breach by Customer of any provision of this
IPA (other than a breach covered by (i) above) where Customer fails to correct
such breach within thirty (30) days of its receipt of written notice thereof;
(iv) Customer or any
Page 6
guarantor shall cease doing business as a going concern or becomes insolvent or
makes an assignment for the benefit of creditors, or a trustee or receiver is
appointed for Customer or any guarantor or for a substantial part of its assets,
or bankruptcy, reorganization or insolvency proceedings shall be instituted by
or against Customer or any guarantor.
4. RIGHTS AND REMEDIES. If under this IPA an Event of Default has occurred and
is continuing, Cadence may: (a) require all Installment Payments and any other
amounts then due plus the present value (discounted at the lesser of (i) the
then current One-Year U.S. Treasury Xxxx rate, or (ii) the One-Year U.S.
Treasury Xxxx rate as of the date of the IPA) of the unpaid balance of the
Installment Payments, to become immediately due and payable by Customer; (b)
terminate all of the Customer's rights to use the Licensed Software or any
related support services; and (c) pursue any rights or remedies available at law
or in equity. In the event Cadence shall institute any action for the
enforcement of the collection of Installment Payments, there shall be
immediately due from Customer, in addition to the amounts due above, all costs
and expenses of such action, including reasonable attorney's fees. No failure or
delay on the part of Cadence to exercise any right or remedy hereunder shall
operate as a waiver thereof. All remedies are cumulative and not exclusive. To
the extent permitted by law, Customer agrees that Cadence shall not be required
to license, lease, transfer, or use any Licensed Software in mitigation of any
damages resulting from Customer's default.
5. REPRESENTATIONS, WARRANTIES, AND COVENANTS: Customer acknowledges that (a) it
has independently ordered the Licensed Software from Cadence based on its own
judgment, and expressly disclaims any reliance upon statements made by Assignee
to Customer, if any, with regards to such Licensed Software; and (b) this IPA is
separate and distinct from the License Agreement with Cadence, and such License
Agreement is not incorporated into nor made a part hereof. Customer represents
and warrants that: (i) Customer is a corporation in good standing under
applicable state law; (ii) this IPA has been duly authorized and constitutes a
legal, valid and binding obligation of Customer and its enforceable against
Customer in accordance with its terms; (iii) the execution, delivery and
performance of this IPA will not violate or create a default under any law
(including any applicable usury law), regulation, judgment, order, instrument
agreement or charter document binding on Customer or its property; (iv) each
signatory of this IPA has the authority to bind Customer to this IPA; and (v)
any and all information furnished herewith is and will be true and correct in
all material respects and prepared in accordance with generally accepted
principles (GAAP).
6. MISCELLANEOUS: This IPA constitutes the entire agreement regarding the
subject matter herein between Customer and Cadence and shall supersede any
inconsistent terms set forth in the License Agreement and all prior oral and
written understandings. This IPA shall be governed by the laws of the State of
California, without regard to conflict of laws principles, and shall be deemed
executed in San Jose, California. All notices, requests, demands and other
communications shall be delivered by fax or mail to each party at the address as
set forth above. In the event of a conflict between the terms of this IPA and
the License Agreement, the terms of this IPA shall prevail. If any term,
provision, covenant or restriction of this IPA is held by a court of competent
jurisdiction to be invalid, void or unenforceable, the remainder of the terms,
Page 7
provisions, covenants and restrictions of this IPA will remain in full force and
effect and in no way will be affected, impaired or invalidated. No term or
provision of this IPA will remain in full force and effect and in no way will be
affected, impaired or invalidated. No term or provision of this IPA may be
amended, waived, discharged or terminated except by a written instrument signed
by Cadence and Customer. The parties hereto agree that, on demand of the other
party, each shall execute and deliver any instrument, furnish any information,
or perform any other act reasonably necessary or convenient to carry out the
provisions of this IPA.
Page 8
Payment Schedule
Date: October 1, 1998
Payment Schedule as related to License Agreement between Xxxxxx Semiconductor of
Xxxxxx Corporation
License Agreement: Site Subscription Agreement No. SSVP-93E24TP
Listed below are original and revised payment obligations solely for the period
through August 2000 related to the above referenced License Agreement.
Original Payment Obligation:
Due Date License Fee Maintenance Fee Service Fee Total Amount
-------- ----------- --------------- ----------- ------------
7/01/99 $3,367,579.32 $459,215.36 $83,333.33 $3,910,129.00
7/01/00 $1,750,349.63 $238,684.04 $83,333.33 $2,072,367.00*
*Represents half of annual payment due to termination clause in License
Agreement.
Revised Payment Obligation:
Due Date License Fee Maintenance Fee Service Fee Total Amount
-------- ----------- --------------- ----------- ------------
6/01/99 $841,894.83 $114,803.84 $20,833.33 $ 977,532.00
9/01/99 $841,894.83 $114,803.84 $20,833.33 $ 977,532.00
12/01/99 $841,894.83 $114,803.84 $20,833.33 $ 977,532.00
3/01/00 $841,894.83 $114,803.84 $20,833.33 $ 977,532.00
6/01/00 $875,174.82 $119,342.02 $41,666.66 $1,036,183.50
9/01/00 $875,174.82 $119,342.02 $41,666.66 $1,036,183.50
$5,982,495.00
Acknowledge By Customer
By: /s/ Xxxxxx X. Xxxxxxxx
--------------------------------
Name: Xxxxxx X. Xxxxxxxx
------------------------------
Title: VP-Controller
-----------------------------
Page 9
