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EXHIBIT 10.10
ASSET PURCHASE AGREEMENT
THIS ASSET PURCHASE AGREEMENT (the "Agreement") is made as of the 1st
day of December, 1999, by and between Virage Logic Corporation, a California
corporation ("Buyer"), and Mentor Graphics Corporation, an Oregon corporation
("MGC").
THE PARTIES HEREBY AGREE AS FOLLOWS:
1. Purchase and Sale of Assets.
1.1 Purchase and Sale. Subject to the terms and conditions of this
Agreement, and for the consideration herein stated, at the Closing (as defined
below), MGC agrees to sell, license, convey, assign, transfer and deliver to
Buyer, and Buyer agrees to purchase and accept from MGC, the following assets
(the "Assets") related to the business currently conducted by the Physical
Libraries Division of MGC (the "Business"):
(a) All of the furniture, fixtures and equipment owned by MGC and
currently assigned to the Business as listed on SCHEDULE 1.1(a), provided that
items listed on SCHEDULE 1.1(a) that are not actually located at the Business
office at 00 Xxxxxxxxxxxx Xxxx, Xxxxxx, Xxx Xxxxxx 00000 (the "Business
Premises") are not included in the Assets;
(b) A non-exclusive, royalty-free, perpetual, worldwide license,
subject to the payment terms set forth in Section 1.3, to use the source code
version of the files listed in SCHEDULE 1.1(b), which are contained in the MGC
products also listed in SCHEDULE 1.1(b), for the purpose of making, licensing
and distributing, through Buyer's sales channel, distributors and third party
OEM agreements, Buyer's own physical libraries and only such Buyer products
specifically required for the use of such physical libraries (the "License").
The License excludes any MGC software that is subject to license under Section
1.1(c) or is not listed by file name in SCHEDULE 1.1(b). Subject to MGC's
election, within 30 days after written notice of a specific or potential action,
not to defend or prosecute the intellectual property rights granted in this
Section, MGC agrees that Buyer shall have the right, authority and power, with
respect to the code licensed as it exists on the date of Closing, to assert and
enforce such rights worldwide, including the right to bring any and all suits
and proceedings under or involving such rights. MGC also grants Buyer the
nonexclusive, royalty-free, perpetual, worldwide right to use the intellectual
property of MGC, including copyrights, copyright applications, rights of
reproduction, patent applications, rights of priority, patents, trademarks and
trade secrets, associated with the files listed in SCHEDULE 1.1(b) and necessary
for the productization of these files as intended by the License. In particular,
MGC grants Buyer the nonexclusive, perpetual, worldwide right to reproduce the
trademarks listed in SCHEDULE 1.1(b) as necessary for the sole purpose of
allowing Buyer to fully promote and market the products resulting from use of
the licensed files (the "Companion IP
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License"). The License, the Companion IP License and the MGC software license
described in Section 1.1 (c) are nevertheless revocable if the Buyer defaults on
the payment terms set forth in Section 1.3. The License and the Companion IP
License are non-transferable, subject to the condition that, in the event of an
acquisition of all or substantially all of the assets or a change in control of
ownership of Buyer, Buyer shall request the written consent of MGC to a transfer
of the License and the Companion IP License to Buyer's successor in interest and
such consent shall not be unreasonably withheld. Buyer acknowledges that MGC and
its licensors, without limitation, retain all title to and ownership of the
source code, as well as any intellectual property rights underlying or
associated with the files and MGC products listed in SCHEDULE 1.1(b), including,
without limitation, all copyrights, copyright applications, rights of
reproduction, patent applications, rights of priority, patents, trademarks and
trade secrets. Buyer further acknowledges that, subject to the conditions of
Section 6.6, MGC and its licensors may continue to use, including developing and
incorporating as part of technology contained in products that do not compete
with products similar to those listed in SCHEDULE 1.1(b), or license to third
parties, including customers of services provided by MGC, the same source code,
and intellectual property rights underlying or associated with the files and MGC
products listed in SCHEDULE 1.1(b), for any purpose;
(c) A nonexclusive, nontransferable, perpetual, royalty-free license
as provided in EXHIBIT A-1, subject to the payment terms set forth in Section
1.3, to use and copy the object code version of the MGC software listed in
SCHEDULE 1.1(c) in making, selling and distributing Buyer's own physical
libraries;
(d) A nonexclusive, nontransferable, perpetual, temporary,
royalty-free license as provided in EXHIBIT A-2, subject to the payment terms
set forth in Section 1.3, to use and copy the object code version of the MGC
software listed in SCHEDULE 1.1(d) in performing Buyer's obligations under
Sections 1.3 and 6 and to support Buyer's customers;
(e) A list of all customers in the current installed base of the
products will be provided within 30 days after Closing, provided that Buyer does
not solicit support services for the MGC products listed in SCHEDULE 1.1(b) from
MGC support customers currently under support agreements for those MGC products
until 60 days prior to the expiration of those support agreements, provided that
nothing shall prohibit Buyer from providing support services if requested by any
such customer; and
(f) Subject to Section 6.2, any software licensed by MGC from a third
party and used in the Business, provided such software is listed on SCHEDULE
1.1(f) and the license is determined by MGC to be transferable to Buyer without
further obligation or payment of any additional fees by MGC.
1.2 Excluded Assets. The Assets shall not include any assets that are
not specifically described in Section 1.1. Such excluded assets shall include,
but not be
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limited to, any leased equipment, any accounts receivable and any rights under
existing purchase orders or other customer contracts. Buyer acknowledges that
workstations used by employees of the Business are leased by MGC under
nontransferable leases, and that such workstations will be returned to the
lessors following the Closing.
1.3 Purchase Price. The purchase price payable by Buyer for the Assets
shall be the following:
(a) $ 1,000,000, payable by (i) issuance of a standard commercial
purchase order for the purchase of a net amount of $500,000.00 worth of licenses
to MGC's standard commercial software products that do no contain third party
software (based on a 25% discount from list price), with the delivery of such
software products to be completed by December 28, 1999; and (ii) issuance,
within 18 months from the date of this Agreement, an additional standard
commercial purchase order for the purchase of a net amount of $500,000.00 worth
of licenses to MGC's standard commercial software products that do not contain
third party software (based on a 25% discount from list price), with the
delivery of such software products to be completed on or before June 30, 2001;
(b) 150,000 shares of Series C Preferred Stock of Buyer delivered to
MGC at the closing of Buyer's anticipated venture capital financing involving
the issuance of Series C Preferred Stock (the "Series C Financing"), which Buyer
anticipates will be sold in such financing for $1.90 per share, which shares
shall be in the form delivered to other investors not affiliated with Buyer in
connection with such closing. In connection with the Series C Financing, MGC
shall receive all of the contractual rights received by the other investors in
the Series C Financing on an equal basis with such investors, subject to MGC's
execution of the documents signed by such investors. If the Series C Financing
does not occur by December 31, 1999, Buyer shall issue to MGC as of December 31,
1999, 150,000 shares of Series B Preferred Stock of Buyer and shall grant to MGC
all of the contractual rights received by the Series B investors on an equal
basis with such investors, subject to MGC's execution of the documents
previously signed by such investors;
(c) As of the Closing, Buyer hereby agrees to perform all
obligations of MGC under all customer contractual commitments of MGC related to
the parts listed in SCHEDULE 1.1(b), including all open contracts for delivery
of products or services (for which Buyer will be reimbursed as provided in
Section 6.3), all outstanding support contracts, subject to the software support
responsibilities described in EXHIBIT B, and all warranty obligations, subject
to the software support responsibilities described in EXHIBIT B and the
requirements of Section 6.4; and
(d) Buyer agrees to complete development of two instances of Memory
and Cache for MGC's PowerPC software programs for UMC .18(micron) at no cost to
MGC. These instances shall be developed according to the specifications provided
in SCHEDULE
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1.3(d) and shall be completed by December 31, 1999. Buyer further agrees to
complete development of a second set of instances (probably TSMC .1(micron)) at
no cost to MGC according to the specifications provided in SCHEDULE 13(d) no
later than 12 weeks after MGC's written request to begin development.
1.4 Employees. Effective as of the close of business on the date of the
Closing, MGC shall terminate the employment of the employees of the Business
listed on SCHEDULE 1.4. Buyer shall extend immediately to a minimum of 20 of
such employees an offer of employment, beginning on November 30, 1999, on
substantially the same terms and conditions as were in effect prior to the
Closing. To assist in the transition and relocation of such employees, MGC
agrees to make the existing space of the Business available for up to 60 days
after the execution of this Agreement. Employees of the Business not hired by
Buyer will be severed in accordance with MGC employment policy. All costs
related to the severance of MGC employees will be paid by MGC.
1.5 Instruments of Conveyance and Transfer. The conveyance, assignment,
transfer and delivery of the Assets shall be effected by MGC's execution and
delivery to Buyer, at the Closing, of a xxxx of sale in substantially the form
of the Assignment and Xxxx of Sale attached hereto as EXHIBIT C. MGC agrees
that, at any time and from time to time on and after the Closing, it will, upon
the request of Buyer and without further consideration, take all steps
reasonably necessary to place Buyer in possession and operating control of the
Assets, and will do, execute, acknowledge and deliver, or will cause to be done,
executed, acknowledged and delivered, all further acts, deeds, assignments,
conveyances, transfers, powers of attorney or assurances as reasonably required
to sell, assign, convey, transfer, grant, assure and confirm to Buyer all of the
Assets, or to vest in Buyer good, valid and marketable title to the Assets.
1.6 Closing. The purchase and sale of the Assets shall take place at the
offices of MGC, 0000 XX Xxxxxxxx Xxxx, Xxxxxxxxxxx, Xxxxxx at 5:00 P.M. on
December 1, 1999, or at such other time and place as Buyer and MGC agree upon
orally or in writing (which time and place are designated as the "Closing").
1.7 Dismissal of Lawsuits Against Buyer. Promptly following the Closing,
MGC shall dismiss with prejudice the two pending lawsuits against Buyer and all
named individuals in the Superior Court of New Jersey and the United States
District Court in the Northern District of California (collectively, the
"Lawsuits").
2. Representations and Warranties of Buyer. Buyer represents and warrants to MGC
that:
2.1 Organization and Good Standing. Buyer is a corporation duly
organized, validly existing and in good standing under the laws of the State of
California and has all requisite corporate power and authority to carry on its
business as now conducted and as proposed to be conducted.
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2.2 Authorization. All corporate action on the part of Buyer, its
officers, directors and shareholders necessary for the authorization, execution
and delivery of this Agreement, and the performance of all obligations of Buyer
hereunder, has been taken or will be taken prior to the Closing, and this
Agreement constitutes a valid and legally binding obligation of Buyer,
enforceable in accordance with its terms, except insofar as the enforceability
thereof may be limited by bankruptcy and other laws of general application
affecting the rights and remedies of creditors or by the application of
equitable principles of general application when equitable remedies are sought.
2.3 Litigation. Except for the Lawsuits, there is no action, suit,
proceeding or investigation pending or currently threatened against Buyer which
questions the validity of this Agreement or the right of Buyer to enter into it,
or to consummate the transactions contemplated hereby, or which might result,
either individually or in the aggregate, in any material adverse changes in the
assets, condition, affairs or prospects of Buyer, financially or otherwise, or
any change in the current equity ownership of Buyer, nor to Buyer's knowledge is
there any valid basis for any of the foregoing.
2.4 Compliance with Other Instruments. Buyer is not in violation or
default of any provisions of its Restated Articles of Incorporation or Bylaws or
of any instrument, judgment, order, writ, decree or contract to which it is a
party or by which it is bound or, to its knowledge, of any provision of federal
or state statute, rule or regulation applicable to Buyer. The execution,
delivery and performance of this Agreement and the consummation of the
transactions contemplated hereby will not result in any such violation or be in
conflict with or constitute, with or without the passage of time and giving of
notice, either a default under any such provision, instrument, judgment, order,
writ, decree or contract or an event which results in the creation of any lien,
charge or encumbrance upon any assets of Buyer.
3. Representations, Warranties and Agreements of MGC. MGC hereby represents,
warrants and agrees that:
3.1 Organization and Good Standing. MGC is a corporation duly organized,
validly existing and in good standing under the laws of the State of Oregon and
has all requisite corporate power and authority to carry on its business as now
conducted and as proposed to be conducted.
3.2 Authorization. All corporate action on the part of MGC, its
officers, directors and shareholders necessary for the authorization, execution
and delivery of this Agreement, and the performance of all obligations of MGC
hereunder, has been taken or will be taken prior to the Closing, and this
Agreement constitutes a valid and legally binding obligation of MGC, enforceable
in accordance with its terms, except insofar as the enforceability thereof may
be limited by bankruptcy and other laws of general application affecting the
rights and remedies of creditors or by the application of equitable principles
of general application when equitable remedies are sought.
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3.3 Litigation. There is no action, suit, proceeding or investigation
pending or currently threatened against MGC which questions the validity of this
Agreement or the right of MGC to enter into it, or to consummate the
transactions contemplated hereby.
3.4 Compliance with Other Instruments. The execution, delivery and
performance of this Agreement and the consummation of the transactions
contemplated hereby will not result in any violation or default of any
provisions of its Restated Articles of Incorporation or Bylaws or of any
instrument, judgment, order, writ, decree or contract to which it is a party or
by which it is bound or, to its knowledge, of any provision of federal or state
statute, rule or regulation applicable to MGC, or be in conflict with or
constitute, with or without the passage of time and giving of notice, either a
default under any such provision, instrument, judgment, order, writ, decree or
contract or an event which results in the creation of any lien, charge or
encumbrance upon any assets of MGC.
3.5 Purchase Entirely for Own Account. The Series C or Series B
Preferred Stock to be received by MGC and the Common Stock issuable upon
conversion or exercise thereof (collectively, the "Securities") will be acquired
for investment for MGC's own account, not as a nominee or agent, and not with a
view to the resale or distribution of any part thereof, and MGC has no present
intention of selling, granting any participation in, or otherwise distributing
the same.
3.6 Accredited Investor. MGC is an "accredited investor" within the
meaning of SEC Rule 501 of Regulation D, as presently in effect.
3.7 Restricted Securities. MGC understands that the Securities it is
purchasing are characterized as "restricted securities" under the federal
securities laws inasmuch as they are being acquired from Buyer in a transaction
not involving a public offering and that under such laws and applicable
regulations such securities may be resold without registration only in certain
limited circumstances. In this connection, MGC represents that it is familiar
with Rule 144 promulgated under the Act as presently in effect and understands
the resale limitations imposed thereby and by the Act.
3.8 Legends. It is understood that the certificate(s) evidencing the
Securities may bear one or more legends which are placed on certificates for the
same class of securities which are issued to the other holders thereof relating
to the sale, pledge, transfer or hypothecation thereof, with respect to the
Securities Act of 1933, Blue Sky laws, Buyer's Restated Articles of
Incorporation or other laws, regulations or instruments applicable thereto.
3.9 No Defaults. To the best of MGC's knowledge, no default exists on
the part of MGC under any agreement with its customers related to the provision
of products or services of the Business, no other person has alleged in writing
that MGC is in default
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or has committed an anticipatory breach under any such agreement and there is no
default on the part of any other party under any such agreement.
3.10 No Obligation. MGC is under no legally binding obligation to sell
the Business to Artisan Components, Inc.
4. Conditions of MGC's Obligations at Closing. The obligations of MGC under
subsection 1.1 of this Agreement are subject to the fulfillment on or before the
Closing of each of the following conditions:
4.1 Representations and Warranties. The representations and warranties
of Buyer contained in Section 2 shall be true on and as of the Closing with the
same effect as though such representations and warranties had been made on and
as of the date of such Closing.
4.2 Performance. Buyer shall have performed and complied with all
agreements, obligations and conditions contained in this Agreement that are
required to be performed or complied with by it on or before the Closing.
4.3 Compliance Certificate. The President of Buyer, shall deliver to MGC
at the Closing a certificate dated as of the Closing certifying that, to the
best of his knowledge and belief, the conditions specified in Sections 4.1 and
4.2 have been fulfilled.
4.4 Proceedings and Documents. All corporate and other proceedings in
connection with the transactions contemplated at the Closing and all documents
incident thereto shall be reasonably satisfactory in form and substance to MGC,
and MGC shall have received all such counterpart original and certified or other
copies of such documents as it may reasonably request.
5. Conditions of Buyer's Obligations at Closing. The obligations of Buyer to MGC
under this Agreement are subject to the fulfillment on or before the Closing of
each of the following conditions:
5.1 Representations and Warranties. The representations and warranties
of MGC contained in Section 3 shall be true on and as of the Closing with the
same effect as though such representations and warranties had been made on and
as of the Closing.
5.2 Performance. MGC shall have performed and complied with all
agreements, obligations and conditions contained in this Agreement that are
required to be performed or complied with by it on or before the Closing.
5.3 Proceedings and Documents. All corporate and other proceedings in
connection with the transactions contemplated at the Closing and all documents
incident thereto shall be reasonably satisfactory in form and substance to
Buyer, and Buyer shall
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have received all such counterpart original and certified or other copies of
such documents as it may reasonably request.
6. Covenants.
6.1 News Releases. Neither party will issue any news release or other
public announcement describing the transactions contemplated by this Agreement
(including the Exhibits) except with the prior approval of an authorized
representative of the other party, which consent will not be unreasonably
withheld, and except that MGC may make any announcement MGC reasonably believes
to be necessary to comply with its disclosure obligations as a public company.
6.2 Transfer of Third-Party Software. Any third-party software listed in
SCHEDULE 1.1(f) that is off-the-shelf software covered by a shrink-wrap license
agreement shall be transferred to Buyer in accordance with the license terms.
With respect to any other third-party software listed in SCHEDULE 1.1(f), MGC
shall reasonably cooperate with Buyer in arranging for Buyer's rights to use any
such software, but Buyer shall be primarily responsible for any negotiations or
discussions with representatives of the software vendors; provided, however,
that MGC shall not be obligated to take any action that would adversely affect
MGC's rights under any license of software that it continues to use, and any
incremental cost associated with Buyer's use of the software shall be paid by
Buyer.
6.3 Outstanding Customer Commitments. MGC agrees to remit to Buyer all
revenue and royalties received from its customers for services rendered by Buyer
pursuant to Buyer's agreement to perform all obligations of MGC, under all open
contracts for delivery of products or services and all outstanding support
contracts, related to the parts listed in SCHEDULE 1.1(b), provided that no
remittance shall be made for services related to all backlog for delivery of
products or services existing as of the Closing. Following the Closing, MGC will
issue one or more purchase orders to Buyer which will set forth the milestones
and due dates for each of the open contracts and the portion of the resulting
payments from MGC's customers to be paid to Buyer upon meeting such milestones.
Payment from MGC for each milestone will not be made until the MGC customer has
provided MGC with a signed letter of acceptance and promise to pay for services
provided by Buyer. Buyer will make every effort to meet the due dates. Failure
on Buyer's part that results in inability of MGC to collect any amount from
MGC's customers on the open contracts will result in a dollar-for-dollar
reduction in the total amount payable under this Section 6.3. MGC will use
reasonable efforts to assist and cooperate with Buyer in the transfer of
Business assets to and assumption of Business obligations by Buyer as provided
by the Agreement. MGC shall retain any liability or obligation with respect to
the Business other than those assumed by Buyer under Sections 1.3 and 6.
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6.4 Support Responsibilities and Service Standards. The parties shall
perform the software support responsibilities described in EXHIBIT B. Buyer will
use sound and professional principles and practices in accordance with generally
accepted industry standards in the performance of services pursuant to Section
1.3(C) and EXHIBIT B. The performance of Buyer's personnel will reflect their
best professional knowledge, skill and judgment. Any designs or products
resulting from Buyer's services will conform materially to all applicable
specifications. Any software delivered by Buyer, excluding any portion thereof
that was not developed by Buyer, under this Agreement will be able to accurately
process date data, if any, (including but not limited to calculating, comparing,
and sequencing) from, into, and between the twentieth and twenty-first centuries
including leap year calculations. If any failure to meet the requirements
contained in this Section 6.4 appears within one year after the services are
accepted by MGC or MGC's customers, Buyer will again perform at its sole expense
the services directly affected by such failure. If Buyer is unable to re-perform
services to MGC's satisfaction, Buyer shall refund to MGC the fees paid to Buyer
by MGC for such services. Buyer's obligation for defective or negligently
performed services shall be limited to the cost of re-performing such services.
To the best of Buyer's knowledge the services and any designs or products
resulting from such services will not violate or in any way infringe upon the
rights of third parties, including property, contractual, employment, trade
secrets, proprietary information and non-disclosure rights, or any trademark,
copyright or patent rights. The services shall not be in violation of any
applicable law, rule or regulation. Buyer will comply with all Federal, state
and local laws regarding business permits, certificates and licenses that may be
required to carry out the services to be performed under this Agreement.
6.5 Non-solicitation. For a period of two years after the date of this
Agreement, Buyer will not directly or indirectly, solicit or encourage to leave
the employ of MGC or of any of its affiliates, any employee of MGC or any of its
affiliates.
6.6 Non-compete. MGC agrees to discontinue all marketing and sales of
products similar to or the same as those listed on SCHEDULE 1.1(b) for a period
of one year after the Closing.
7. Miscellaneous.
7.1 Survival of Warranties. The warranties, representations and
covenants of Buyer and MGC contained in or made pursuant to this Agreement shall
survive the execution and delivery of this Agreement and the Closing and shall
in no way be affected by any investigation of the subject matter thereof made by
or on behalf of MGC or Buyer.
7.2 Successors and Assigns. Except as otherwise provided herein, the
terms and conditions of this Agreement shall inure to the benefit of and be
binding upon the respective successors and assigns of the parties. No party
hereto may voluntarily or
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involuntarily assign such party's interest under this Agreement without the
prior written consent of the other party. Nothing in this Agreement, express or
implied, is intended to confer upon any party other than the parties hereto or
their respective successors and assigns any rights, remedies, obligations, or
liabilities under or by reason of this Agreement, except as expressly provided
in this Agreement.
7.3 Governing Law. This Agreement shall be governed by and construed
under the laws of the State of Oregon.
7.4 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
7.5 Titles and Subtitles. The titles and subtitles used in this
Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement.
7.6 Notices. Unless otherwise provided, any notice required or permitted
under this Agreement shall be given in writing and shall be deemed effectively
given upon personal delivery to the party to be notified or upon deposit with
the United States Post Office, by first class mail, postage prepaid and
addressed to the party to be notified at the address indicated for such party on
the signature page hereof, or at such other address as such party may designate
by ten (10) days' advance written notice to the other parties.
7.7 Finder's Fee. Each party represents that it neither is nor will be
obligated for any finders' fee or commission in connection with this
transaction.
7.8 Expenses. Irrespective of whether the Closing is effected, Buyer and
MGC shall each pay all costs and expenses that they incur with respect to the
negotiation, execution, delivery and performance of this Agreement. If any
action at law or in equity is necessary to enforce or interpret the terms of
this Agreement or the Restated Articles of Incorporation, the prevailing party
shall be entitled to recover reasonable attorneys' fees, costs and necessary
disbursements as fixed by the trial court and, if any appeal is taken from the
decision of the trial court, reasonable attorneys' fees, costs and disbursements
as fixed by the appellate court in addition to any other relief to which such
party may be entitled.
7.9 Amendments and Waivers. Any term of this Agreement may be amended
and the observance of any term of this Agreement may be waived (either generally
or in a particular instance and either retroactively or prospectively), only
with the written consent of Buyer and MGC.
7.10 Severability. If one or more provisions of this Agreement are held
to be unenforceable under applicable law, such provision shall be excluded from
this
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Agreement and the balance of the Agreement shall be interpreted as if such
provision were so excluded and shall be enforceable in accordance with its
terms.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
VIRAGE LOGIC CORPORATION
By /s/
-----------------------------------------
Title President & CEO
-------------------------------------
Address: 00000 Xxxxxxxx Xxxx.
Xxxxxxx, XX 00000
(000) 000-0000
MENTOR GRAPHICS CORPORATION
By /s/ XXXX XXXXX
----------------------------------------
Title Vice President and General Counsel
Address: 0000 XX Xxxxxxxx Xxxx
Xxxxxxxxxxx, XX 00000
(000) 000-0000
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SCHEDULE 11.(a)
LIST OF CAPITAL ASSETS
NOTE: List is based on results of August 1999 physical inventory
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MAIN
NUMBER XXX.XXXX NAME SERIAL NUMBER LOCATION INV.#
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1500398 10/28/1997 VP800, Infocus Projector XXXXXX
2000842 03/01/1993 POWERBOOK 160 XB6312278F7 XXXXXX
2001799 01/23/1995 SONY 17" MONITOR S017129117E XXXXXX
2001801 01/23/1995 SONY 17" MONITOR S017129362G XXXXXX
2002625 02/01/1996 SONY I7" MONITOR XXX XXXX
0000000 04/01/1996 SONY 17" MONITOR XXXXXX
2003357 10/01/1996 TOSHIBA TECRA 500CDT 7617609 XXXXXX 37678
2003707 03/01/1997 TOSHIBA TECRA 730CDT 1740820 XXXXXX 37971
2003707 05/01/1997 Desk Station 5+ XXXXXX
2003707 05/01/1997 SONY 17" Color Monitor 017132968M XXXXXX
2003707 05/01/1997 Matrox Millenium 4mb WRAM Card XXXXXX
2003707 05/01/1997 Ethernet card/ Keyboard/ Mouse XXXXXX
2003708 03/01/1997 TOSHIBA TECRA 730CDT 12638352 XXXXXX 41668
2003709 03/01/1997 TOSHIBA TECRA 730CDT 1740458 AUSTIN 41581
2003866 05/01/1997 TOSHIBA TECRA 730XCDT 3720039 XXXXXX 42644
16MB/2.1 GB CD-rom
2003866 05/01/1997 MEMORY UPG 32MB XXXXXX
2003866 05/01/1997 Ethernet/ Fax-Modem/ Carrying Case XXXXXX
2003896 05/14/1997 TOSHIBA TECRA 730XCDT/16mb/2.1gb/Cd-rom/ 3723307 XXXXXX 41572
2003896 05/14/1997 32mb upg/Ethernet Card/ Fax-Modem Card XXXXXX
2003922 04/01/1997 TOSHIBA TECRA 740CDT P166 16MB/2.1GB 2717095 XXXXXX 41888
2003922 04/01/1997 64MB UPG/ETHERNET/FAX/MODEM/ 17" MONITOR/ XXXXXX
2003922 05/05/1997 SONY I7" Color Monitor 017134177G XXXXXX
2004488 10/07/1997 TOSHIBA PORTEGE 660CDT P150 16MB/1.3GB/C 0272255-3 WALTHAM 42581
2004488 10/07/1997 16MB UPG, ETHERNET CARD, FAX/MODEM WALTHAM
2004663 12/03/1997 Gateway 2000 E3110-300 19", 64mb, 4gb, c 8536472 XXXXXX 45770
2005189 06/01/1998 Desktop E3110 300mHz 128mb RAM 4gb SCSI 9421721 XXXXXX 53321
2005190 06/01/1998 Desktop E3110 300mHz 128mb RAM 4gb SCSI 9421723 XXXXXX 53057
2005191 06/17/1998 Desktop E3110 300mHz 128mb RAM 4gb SCSI 9554473 XXXXXX 53036
2005230 06/08/1998 Gateway 2000 300mhz/21"/64mb/8.4gb/cd 9554465 XXXXXX 53315
2005231 06/08/1998 Gateway 300mhz/21"/64mb/8.4gb/cd 9554473 XXXXXX 45126
2005429 08/19/1998 External 4.5GB disk 1.84722E+11 XXXXXX 53725
2200125 08/01/1990 SPARCSTNI+ 16/19 104MB 023FI798 XXXXXX 53322
2200146 09/01/1990 SPARSTNI 8/19 104MB 939F0759 XXXXXX 36047
2200146 12/01/1995 CYCLE-85 CPU'S XXXXXX
2200376 12/01/1990 SPARCSTATION 936F1363 XXXXXX 43014
2200376 12/01/1995 CYCLE - 85 CPU'S XXXXXX
2200380 12/01/1990 SPARCSTATION 011F2418 XXXXXX 43097
13
2200380 12/01/1995 CYCLE - 85 CPU'S XXXXXX
2200396 12/01/1995 CYCLE - 85 CPU'S 049F4043 XXXXXX
2200412 12/13/1990 SPARCSYSTEM 300 W/32MB MEMORY 319F0828 XXXXXX 43105
2200412 12/01/1995 CYCLE - 85 CPU'S XXXXXX
2200429 12/01/1995 CYCLE - 85 CPU'S 043F1513 XXXXXX
2200537 12/01/1995 CYCLE - 85 CPU'S 012F1148 XXXXXX
2200774 05/15/1991 4/75GX-32/19 207MB 115F1125 XXXXXX 43009
2200867 06/17/1991 4/75GX-32/19 207MB 115F1616 XXXXXX 43046
2201352 04/06/1992 SBUS MEMORY 32MB UP XXXXXX
2201387 04/06/1992 SUN XXXXX 0 TO SPARC 2 UPG 298F2941 XXXXXX 43022
2201387 04/06/1992 ENT 424M:B DISK XXXXXX
2201457 05/01/1992 4/75 GX-32/19 424MB-P43 208F1157 XXXXXX 43026
2201457 05/18/1992 SIMM MEM 16MB (2) XXXXXX
2201499 06/01/1992 SUN 4/75 SPARC 218F0305 XXXXXX 53041
2201834 01/25/1993 710C-32/19\ 6206A02816 XXXXXX 43012
2201834 12/01/1994 64MB MEMORY HP710 XXXXXX
2202112 04/19/1993 715/50C-32/19 525MB 6323A31143 XXXXXX 43007
2202112 07/03/1995 HP715/50>715/100 UPGRAD XXXXXX
2202369 09/02/1993 S10-30 334F1158 XXXXXX 43039
2203583 07/11/1994 SparC20/51 TLTRBOGX PLUS 424F4179 XXXXXX 43030
2203583 07/26/1994 64NM MEMORY XXXXXX
2203647 10/17/1994 SPARC20/51 20" COLOR 32MB 1GB 441F3154 XXXXXX 43036
2203647 12/01/1994 CD ROM & INTER FLOPPY XXXXXX
2203648 10/17/1994 SPARC20/51 20" COLOR 32MB 1GB 441F1604 XXXXXX 43034
2203648 12/01/1994 CD ROM & INTERNAL FLOPPY XXXXXX
2203649 10/17/1994 SPARC20/51 20" COLOR 32MB 1GB 441F3158 XXXXXX 43032
2203649 12/01/1994 CD ROM & INTERNAL FLOPPY XXXXXX
2203650 10/17/1994 SPARC20/51 20" COLOR 32MB GB 441F3159 XXXXXX 43017
2203650 12/01/1994 CD ROM & INTERNAL FLOPPY XXXXXX
2203678 12/01/1994 SUN XXXXX00/00, 00" XXXXX,00XX 446F0252 XXXXXX 43107
2203678 12/01/1994 64MB MEMORY FOR SPARC 20 XXXXXX
2203679 12/01/1994 SUN XXXXX00/00, 00" XXXXX,00XX 523F0BAO SCHAUMBURG 21384
2203679 12/01/1994 64MB MEMORY FOR XXXXX 00 XXXXXXXXXX
2203681 12/01/1994 64MB MEMORY FOR SPARC 20 XXXXXX
2203798 01/01/1996 EXT 9GB DISK -SPARC10 XXXXXX 36074
2203850 02/06/1995 20" COLOR SUN MONITOR 9438FC1474 XXXXXX 36007
2204021 03/13/1995 SPARC20 MODEL 61 503F3458 XXXXXX 36002
2204025 03/13/1995 SPARC20 MODEL 61 505F0701 XXXXXX 36009
2204034 04/03/1995 XXXXX00/00 000X00XX XXXXXX 36027
2204143 05/01/1995 SPARC20 MODEL 61 502F2486 XXXXXX 53334
2204150 05/01/1995 SPARC20 MODEL 61 503F2036 XXXXXX 17117
2205528 02/05/1998 Sun 9gb External Disk Drive 649G1742 XXXXXX 42042
2205529 02/05/1998 Sun 14gb/8rmm External Tape Drive 745G2351 XXXXXX 42043
2205531 02/05/1998 Sun External DDS-3 Tape Drive 802G2751 XXXXXX 42045
2205744 04/15/1991 4/75GX-32/19 207mb 111F1997 XXXXXX 43027
4000817 05/27/1997 MICRON Vetix LXI Server Package B 6606441 XXXXXX 36112
4300806 06/01/1996 MMAC-PLUS ETHERNET SMARTSWITCH XXXXXX
4300851 12/01/1996 MMAC-PLUS ETHERNET SMART SW MD INGO XXXX XXXXXX
14
SCHEDULE 1.1(b)
FILES, MG4C PRODUCTS AND MG4C TRADEMARKS
A. FILES. The source code files are those contained in the directory names
listed below by application, excluding code listed in Schedule 1.1(C).
Cell Builder: /nj/builder_toddg/cellb/
Memory Model Builder: /nj/lib_builder4/mmb/
Memory Builder Mozart: /nj/lib_builder4/mozart/
Datapath Builder: /nj/builder_toddg/dpbldr/
HDLP: /nj/lib_builder4/hdlp/
Timing Builder: /nj/builder_toddg/timeb/
Memory Builder in GDT: /nj/lib_builder3/mb/
Memory Builder in IC station: /nj/bldr7/membldr/
Memory Builder in Design Architect: /nj/lib_builder2/memarch-dev
Library files
xx00 (Xxxxx)
xx00 (Xxxxx)
umc25
umc18
csm35 (Chartered)
csm.25 (Chartered)
tsmc35
tsmc25
15
B. MGC PRODUCTS
MGC Part
Number Description
-------- -----------
57325 Cell Builder Ap SW
51591 Cell Builder Op SW
57344 Datapath Builder Op Sw
57343 Leaf Cell Toolkit Op SW
202702 MB Conductor User-mode Stn SW
202700 MB Mozart User-mode Stn SW
57342 MB/GDT User-mode Ap SW
67305 MB/ICS User-mode Ap SW
53761 Memory Bldr Delivery Op SW
53760 Memory Bldr Developer Ap SW
202701 Memory Builder Conductor Stn SW
202699 Memory Builder Mozart Ap SW
44200 Memory Builder Op SW
57327 Memory Builder/DA Op SW
57326 Memory Builder/GDT Op SW
57328 Memory Builder/ICS Op SW
57329 Memory Designer Stn SW
67306 Memory Model Builder Ap SW
202795 MMB Estimation-Only Ap SW
67988 MMB User-mode Ap SW
202963 Off-the-Shelf Physical Library
61989 Physical Libr Cust Design
202525 Test Structure Builder Ap SW
57330 Timing Builder Op SW
204072 UMC .18 Design Kit Ap IP
204076 UMC .18 Design Kit/Generator Stn
204074 UMC .18 Physical Lib/Generator Stn
204026 UMC .18 Physical Library Ap IP
204073 UMC .25 Design Kit Ap IP
204077 UMC .25 Design Kit/Generator Stn
204075 UMC .25 Physical Lib/Generator Stn
204027 UMC .25 Physical Library Ap IP
202678 UMC Physical Library Royalty
67852 ViewCreator Stn SW
16
C. MGC TRADEMARKS RELATED TO MGC PRODUCTS.
Cell Builder(TM)
Datapath Builder (TM)
Leaf Cell Toolkit (TM)
Memory Builder(TM)
Memory Builder Conductor(TM)
Memory Builder Mozart(TM)
Memory Model Builder(TM)
Timing Builder (TM)
ViewCreator(TM)
17
EXHIBIT A-1
MGC SOFTWARE LICENSE
1. Definitions.
The following definitions shall apply to this Agreement:
"Buyer Products" means all software applications and tools related to the
license grant to Buyer under Section 1.1(b) of the Agreement that Buyer
distributes to its customers.
(b) "MGC Software" means the object code version of the software
components listed in SCHEDULE 1.1(c).
(c) "Buyer Product Customers" means those customers purchasing Buyer
Products from Buyer.
2. License Provisions.
2.1 License. MGC grants to Buyer a worldwide, nonexclusive,
nontransferable, royalty-free license to use, bundle or integrate MGC Software
and copy and sublicense the resulting products in object code form to Buyer
Product Customers. Buyer shall not pay any fees related to the license granted
to the MGC Software or for any related sublicenses. MGC shall deliver the MGC
Software within ten business days of the Closing.
2.2 Restrictions on Use. The following conditions apply to this grant:
(a) All software provided by MGC to Buyer is trade secret or
confidential information of MGC or its licensors. Buyer shall not make such
software available in any form to any person other than Buyer's employees whose
job performance requires such access and to Buyer Product Customers as
authorized by this Agreement. Buyer shall take appropriate action to protect the
confidentiality of such software and to ensure that any person permitted access
to such software does not provide or disclose it to others. Buyer shall not
reverse-assemble, reverse-compile, or otherwise reverse-engineer any such
software, in whole or in part. The provisions of this Section 2.2 shall survive
the termination or expiration of this Agreement.
(b) Buyer may copy MGC Software only as reasonably necessary to
support the authorized use. Buyer shall reproduce in all copies of MGC Software
all notices and legends included in MGC Software as received from MGC and shall
affix to the copy medium and the container housing the medium all notices and
legends affixed to the medium or container received from MGC. All copies of MGC
Software, whether provided by MGC or made by Buyer or customer licensee, shall
remain the property of MGC or its licensors. Buyer shall maintain a record of
the number and location of all
18
copies of MGC Software made by Buyer, including MGC Software that have been
merged with other software. Buyer shall promptly make such records available to
MGC upon request.
(c) Buyer shall sublicense MGC Software to customers under the same
license terms that Buyer uses to protect and license its own software products.
(d) MGC Software may only be used to develop, sublicense and support
of Buyer Products. MGC Software may not be used to develop products which
compete with other MGC products. MGC Software may only be distributed as built
into object code executable Buyer Products.
2.3 Proprietary Markings. All copies of the MGC Software reproduced or
distributed by or for Buyer will incorporate copyright and other proprietary
notices in the same manner as in the copy provided to Buyer by MGC.
2.4 Other Material. Except for the MGC Software in SCHEDULE 1.1(c), MGC
shall have no obligation to deliver any material Buyer under this EXHIBIT A-1.
3. DISCLAIMER OF WARRANTY. REGARDLESS OF ANY OTHER PROVISION OF THIS AGREEMENT,
BUYER AGREES THAT MGC SOFTWARE IS PROVIDED "AS IS" AND MGC MAKES NO WARRANTIES
WITH RESPECT TO LOANED SOFTWARE, EITHER EXPRESS OR IMPLIED, INCLUDING ANY
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
4. LIMITATION OF LIABILITY. MGC IS NOT LIABLE FOR ANY PROPERTY DAMAGE, PERSONAL
INJURY, LOSS OF PROFITS, INTERRUPTION OF BUSINESS, OR FOR ANY OTHER SPECIAL,
CONSEQUENTIAL OR INCIDENTAL DAMAGES, HOWEVER CAUSED, WHETHER FOR BREACH OF
WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE.
5. MGC's Title. Title to all MGC Software and copies, all patents and
copyrights, and all specifications, designs, programs, utilities and trademarks
provided by MGC shall remain with MGC. Except as specifically granted by the
terms of this license, Buyer shall have no right to sell, license or transfer
any software under this EXHIBIT A-1 without the express written consent of MGC.
19
SCHEDULE 1.1(c)
LIST OF MENTOR GRAPHICS SOFTWARE
GDT Installation Files
ind/fib/lxinit-m
ind/lib/ledinit.m
ind/lib/xxxxxx.xx
ind/fib/xxxxx.xx
ind/lib/xx_00.0.xx
ind/lib/xxxxxxx.xx
ind/lib/*.bdf ind/lib/hpfont
ind/lib/sunfont
ind/apps/DATABASE.m
ind/apps/database/xxxxxxxx.xx md/apps/ACAP.m
ind/apps/CIF.m ind/apps/GDS.m
ind/apps/GRID.m ind/apps/SDL
ind/apps/acap
ind/apps/acap2 ind/apps/cif
ind/apps/util ind/config/xxx.xxxx
ind/config/postscript.setup
ind/config/postscript_colors
ind/config/printer_configuration
SCSMACH/gdtwait.text
SCSMACH/gex.text
SCSMACH/xwv11.text
20
GDT / Misc. Header, Library, and Object Files
1. HEADER FILES
ind/include/gdtg1obal.h
ind/include/larglist.h
ind/include/ldefs.h
ind/include/ledintf.h
ind/include/ltech.h
ind/include/lx.h
ind/include/li.h
ind/include/lxcommon.h
ind/include/lstruct.h
ind/include/led.h
ind/include/sdl.h
ind/include/path.h
(B) LIBRARY ARCHIVE FILES
SCSMACH/lib/libpub.a
SCSMACH/lib/xxxxx.a
SCSMACH/lib/libcroute.a
SCSMACH/lib/flm.a
(C) OBJECT FILES
SCSMACH/lib/Iroute.o
SCSMACH/fib/Iflm.o
SCSMACH/lib/li.o
SCSMACH/lib/li_dummy.0
SCSMACH/lib/foreach.Ici.o
SCSMACH/lib/lx.o
SCSMACH/lib/acap_space.o
SCSMACH/lib/libnlt.o
SCSMACH/lib/lcparser.0
SCSMACH/lib/ledname.ici.o
SCSMACH/lib/leddraw.Ici.o
SCSMACH/lib/lrc.o
SCSMACH/lib/lcompact.o
SCSMACH/lib/itogds.o
SCSMACH/lib/scan_util.o
SCSMACH/lib/genlib.x11.o
21
Imports for Builder Software
dc/eddm
ele/release
ele/genie_docs
fw/base
fw/ele
fw/readmedia
ic/icgraph
mf/mgcerr
mf/olh
22
EXHIBIT A-2
MENTOR GRAPHICS SOFTWARE LICENSE
FOR PROVISION OF SERVICES AND SUPPORT
1. License Provisions.
1.1 License. MGC grants to Buyer a nonexclusive, nontransferable,
royalty-free license, for a term of three years from the date of Closing, to use
certain MGC software, including regularly scheduled updates and fixes for
critical problems, loaned to Buyer (Loaned Software) and which is required for
the exclusive purposes of performing Buyer's responsibilities under Sections 1.3
and 6 of the Agreement and for providing support to Buyer's customers. Loaned
Software is listed in SCHEDULE 1.1(d). For each loan MGC will identify in
writing to Buyer the Loaned Software, authorized location and the term of the
loan.
1.2 Restrictions on Use. The following conditions apply to this grant:
(a) All software provided by MGC to Buyer is trade secret or
confidential information of MGC or its licensors. Buyer shall not make such
software available in any form to any person other than Buyer's employees whose
job performance requires such access and to Buyer's customers as authorized by
this Agreement. Buyer shall take appropriate action to protect the
confidentiality of such software and to ensure that any person permitted access
to such software does not provide or disclose it to others. Buyer shall not
reverse-assemble, reverse-compile, or otherwise reverse-engineer any such
software, in whole or in part. The provisions of this Section 1.2 shall survive
the termination or expiration of this Agreement.
(b) Buyer may copy MGC Software only as reasonably necessary to
support the authorized use. Buyer shall reproduce in all copies of MGC Software
all notices and legends included in MGC Software as received from MGC and shall
affix to the copy medium and the container housing the medium all notices and
legends affixed to the medium or container received from MGC. All copies of MGC
Software, whether provided by MGC or made by Buyer or customer licensee, shall
remain the property of MGC or its licensors. Buyer shall maintain a record of
the number and location of all copies of MGC Software made by Buyer, including
MGC Software that have been merged with other software. Buyer shall promptly
make such records available to MGC upon request.
(c) Buyer shall sublicense MGC Software to customers under the same
license terms that Buyer uses to protect and license its own software products.
(d) Upon termination or expiration of this license grant, Buyer
shall promptly destroy or return Loaned Software to Mentor Graphics.
23
2. DISCLAIMER OF WARRANTY. REGARDLESS OF ANY OTHER PROVISION OF THIS AGREEMENT,
BUYER AGREES THAT LOANED SOFTWARE IS PROVIDED "AS IS" AND MGC MAKES NO
WARRANTIES WITH RESPECT TO LOANED SOFTWARE, EITHER EXPRESS OR IMPLIED, INCLUDING
ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
3. LIMITATION OF LIABILITY. MGC IS NOT LIABLE FOR ANY PROPERTY DAMAGE, PERSONAL
INJURY, LOSS OF PROFITS, INTERRUPTION OF BUSINESS, OR FOR ANY OTHER SPECIAL,
CONSEQUENTIAL OR INCIDENTAL DAMAGES, HOWEVER CAUSED, WHETHER FOR BREACH OF
WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE.
4. MGC's Title. Title to all MGC software and copies, all patents and
copyrights, and all specifications, designs, programs, utilities and trademarks
provided by MGC shall remain with MGC. Except as specifically granted by the
terms of this license, Buyer shall have no right to sell, license or transfer
any software under this Agreement without the express written consent of MGC.
24
SCHEDULE 1.1(d)
LIST OF MENTOR GRAPHICS SOFTWARE
FOR PROVISION OF SERVICES AND SUPPORT
Calibre & xCalibre
Datapath Compiler
Design Architect
DFT
Xxxx
Flextest & Fastscan & DFT Advisor
GDT
HotPlot
ICGen
IC Station
Lsim
Mach-TA &
Mach-PA & Simwave
Mbist Architect
Model-Sim
QuickPath
QuickSim
SST Velocity
25
SCHEDULE 1.3(d)
DEVELOPMENT SPECIFICATION
POWERPC MEMORY DELIVERABLES DOCUMENT
TLB
Cache Memories
0.- GENERALS
TLB : Translation Lookaside Buffer: 1 Block
Caches : Byte Write Memories with latched output: 4 Blocks
256x128
256x51
512x 128
512x51
1.- FUNCTION
For TLB and Caches: Matching Original Verilog model.
For TLB: similar to IBM Documentation "6SF TLB Macro
Description" without Built-in test features
2.- PROCESS AND OPERATING CONDITIONS
Worst Operating Conditions: 85C junction, 1.62 V, slow process.
(UMC 0.18 version)
Other operating conditions to be determined for other processes
3.- GDSII
Passing Calibre DRC.
All cells included
Same mapping numbers as UMC18 Standard cell Library. Power rings
included in Layout.
3 Layers Metal.
4.- LEF FOOTPRINT
Targeting Cadence Silicon Ensemble Place & Route.
Same layer names as UMC18 lib.
5.- DRC EXCEPTIONS
Need Description of DRC Exceptions List of cells not to check
Errors to ignore.
6.- SPICE NETLIST
Passing Calibre LVS.
26
SCHEDULE 1.1(f)
LIST OF THIRD-PARTY SOFTWARE
3000370 VHDL TECH GP STD DEV KIT
3000424 ADVANEDGE OPTIMA SOFTWARE
3000431 PATHMILL, SINGLEUSER/FLOATING
3000459 PRECEDENCE VERILOG LSIM F-LIC
3000472 POWERMILL FLOATING & INTERFACE
3000475 PRECEDENCE VERILOG COLSIM
3000494 PATHMILL SINGLE/FLOATING LIC
3000523 VTRAN - Vector Translation Software
3000532 PRECEDENCE VHDL COLSIM (FLOATING LICENSE
3000547 SW Turbowave waveform viewer, floating
3000593 Dream Layout Porting Software by Sagante
3000824 Rahpael Software - floating license
3000825 VTRAN - Source III Software
3000903 JavaStar JSRI 8-113-T889 Software
3000946 Motive Software
3000947 SimWave Software
* Including all other Third-Party Software that is not part of the above list
but physically located at the PLD Division that is being used by the PLD group
for the purpose of development and support.
27
EXHIBIT B
SOFTWARE SUPPORT RESPONSIBILITIES
Software support related activities for MGC customers under support contracts
("Support Customers") covering the MGC products listed on SCHEDULE 1.1(b) ("MGC
Products") will be provided by MGC and Buyer as described below until all
applicable current support contracts have expired.
1. Definitions. The following definitions shall apply to this Exhibit.
1.1 "Backup Support" means the party responsible for all Error
Corrections, New Versions and product enhancements. The Backup Support party is
responsible for providing software and documentation New Version masters and
copies for distribution to Support Customers.
1.2 "Documentation Updates" means Error Corrections, updates, and
changes to documentation which keep it current with the MGC Products and
specifications. Buyer will provide core documentation and Documentation Updates
for shipment on CD directly to Support Customers.
1.3 "Error Correction" means the development of a Workaround, Fix or New
Version of MGC Products which brings the product back into specification or
allows the MGC Products to be reasonably convenient to use within the Support
Customer's environment.
1.4 "First Line Support" means responding to the initial request for
support determining the product being used, and as appropriate, routing the
issue to the Primary Support provider for resolution.
1.5 "Fix" means a change required in the MGC Products to make the
product perform in accordance with specifications or to correct a Product
Deficiency. A Fix may be provided by telephone, facsimile, or software patch.
1.6 "New Version" means a new version of MGC Products or portions of MGC
Products and related documentation, which is distributed to Support Customers
and is intended to provide Fixes, Error Corrections, new features, performance
enhancements, and increased reliability, performance, or capacity.
1.7 "Primary Support," means taking responsibility for the customer
issue, communicating regular status updates, using reasonable efforts to
determine the cause of the problem, or reproducing the problem, if possible, and
working directly with Support Customers on a Product Report if required to
resolve the problem. In addition, the Primary Support provider will:
28
(a) explain product usage; or
(b) identify product problems and resolve or provide Workarounds or
Fixes; or
(c) ensure that the resolution of the Product Report or enhancement
request is satisfactory to the customer;
(d) track and close all issues with Support Customers; and
(e) provide all New Versions to Support Customers.
1.8 "Product Deficiency" means a problem reported by Support Customers
or MGC where the behavior of the MGC Products is not as predicted by the MGC
Product functional specification or documentation, but which significantly
impact product usage. Product Deficiencies may include bugs, non-compliance with
standards, or problems which make the software inconsistent or inconvenient to
use, performance significantly less than competitors, or capacity significantly
less than competitors.
1.9 "Product Report" means the form of documentation describing a
request for Error Correction.
1.10 "Support Services Sales" means selling support services to Support
Customers, including accepting a purchase order as applicable.
1.11 "Workaround" means an alternative method to use MGC Products to
avoid Product Deficiencies. Workarounds provided to Support Customers and MGC
will include a description of the symptoms of the problem fixed.
2. Support Responsibility Matrix. Support related activities for MGC Products
will be provided by the parties as follows:
Support Activity Party
---------------- -----
Error Correction Buyer
Documentation Updates Buyer
First Line Support MGC
Primary Support Buyer
Backup Support Buyer
3. MGC's responsibilities. First Line Support for Support Customers will be
provided by MGC regional Support Centers.
4. Buyer's Responsibilities. Buyer shall provide Primary and Backup Support to
MGC. Buyer's support engineers will attempt to diagnose all incoming Product
Reports,
29
provide Fixes or Workarounds and additional engineering of MGC Products to solve
problems Support shall include, without limitation, diagnostics,
troubleshooting, operation and service recommendations and answers to general
technical inquiries. Buyer's North American technical support telephone number
is (000) 000-0000. The support line shall be available between 9:00 am. and 5:00
p.m. Pacific Time excluding weekends and holidays. International technical
support shall be available as agreed by the parties. In addition:
4.1 Notification of Product Deficiencies. Buyer shall acknowledge
receipt of notification of Product Deficiencies within four working hours of
such notice. Buyer shall have the capability to receive files electronically via
email and FTP from Support Customers.
4.2 Test Cases. Any test case provided by MGC on behalf of a Support
Customer shall be disclosed to Buyer pursuant to the terms of Section 2.1 of the
Agreement.
4.3 Product Deficiency, Workarounds. Buyer shall report all known
Product Deficiencies and provide their Workarounds to Support Customers in
written or electronic form as soon as such Workarounds are available.
4.4 New Versions. Buyer shall provide New Versions of MGC Products to
Support Customers as soon as such versions are available. Each New Version of
the MGC Products shall be provided on mutually agreed to media or by electronic
means and shall include release notes, a listing of all Product Deficiencies and
Product Reports fixed, a listing of all open Product Deficiencies and Product
Reports, and a listing of all enhancements included in the New Version.
4.5 Correction of Errors. Buyer will use best efforts to design, code
and implement programming changes and modifications to correct reproducible
errors in order to bring the software into conformance with the specifications
and performance standards.
4.6 Priority. The priority of an error will determine the response time
requirements. Buyer shall use its reasonable best efforts to correct all bugs or
Product Deficiencies in accordance with the resolution times described below:
(a) Critical. Within two business days of notification and receipt
of file, Buyer will: (i) provide a Workaround or Fix; or (ii) if the Fix cannot
be provided within two business days, propose a date, subject to MGC's approval,
when a Fix will be provided; and in any event, (iii) provide a Fix to the
Support Customer within 30 calendar days; and (iv) fix the Product Deficiency in
the next available New Version.
30
(b) High. Within 14 calendar days of notification and receipt of
file, Buyer will: (i) communicate the commitment to a Workaround or Fix
availability within 14 calendar days of notification, and (ii) deliver the Fix
in the next available New Version to the Support Customer within 60 calendar
days; or (iii) provide a Workaround or Fix within 60 calendar days and fix the
Product Deficiency in the next available New Version.
(c) Medium. Within four weeks of notification and receipt of file,
Buyer will: (i) communicate the commitment to a Workaround or Fix and New
Version availability; and (ii) deliver to such commitment.
(d) Low. Within six weeks of notification and receipt of file, Buyer
will: (i) communicate the commitment to a Workaround or Fix and New Version
availability; and (ii) deliver to such commitment.
4.7 Problem Priority. For purposes of this Exhibit, the priority level
which indicates the impact of the problem on the Support Customer is defined
below:
(a) Critical. The problem prevents use of MGC Products where use of
MGC Products is on Support Customer's critical path, no Workaround exists for
the problem, and use is mission critical to the customer.
(b) High. The problem prevents use of MGC Products where use of MGC
Products will soon be on Support Customer's critical path and no Workaround
exists for the problem. If this problem is not corrected in a timely fashion, it
may become Critical.
(c) Medium. The problem impairs use of MGC Products where use of MGC
Products (i) is on Support Customer's critical path, a Workaround exists and the
Workaround process is tedious (impacts productivity); or (ii) the problem
prevents use of MGC Products not on Support Customer's critical path, and no
Workaround exists. In either case, there is a significant impact on productivity
and the problem is seen by the Support Customer as a major inconvenience or a
large number of Support Customers is affected or the problem is chronic.
(d) Low. The problem impacts productivity and is seen by the Support
Customer as a minor inconvenience and an acceptable Workaround exists for the
problem. Other descriptors may include: nuisance; easily worked around;
annoyance; trivial; or the likelihood of running into it elsewhere is very low
and it is not a severe problem.
4.8 Failure to Comply. If Buyer does not comply with this Section 4
within a reasonable time, MGC shall have the right to suspend support payments
to Buyer.
31
SCHEDULE 1.4
LIST OF EMPLOYEES
Name
---------------------------------------------
Last First
---- ------
Xxxxx Xxxxxx
Au Xx
Xxxxx Xxxxxx
Xxxxxxxxx Xxxxx
Xxxx Xxxxx
Xxxx Xxxxx
Xxxx Xxxxxx
Xxxxxxxxxxxx Xxxxxxx
Xxxx Yong-Moon
Xxxxxx Carolina
Xxxx Xxxx
Xxxxxxxxxx Xxxxx
Hoggar Xxxxxx
Xxxxxxx Razak
Jiang Ning
Xxxxxx Xxxx
Xxxxx X X Xxxxxxxx
Xxx Kyongsu,
Xxx Xxx
XxXxxxx Xxxxxxxxxxx
Xxxxxxx Xxxxxxx
Xxxxxx Xxxxxx
Pan Jindong
Patent Xxxx
Xxxxxxxx Xxxxxxx
Xxxxxx Xxxxxxxx
Xxxxxxx Xxxxxxx
Xxxxxxxxx Xxxxxx
Xxxxxxxx Xxxxxxx
Xxxxxxx Xxxxx
Xxxxxx Xxxxxxx
Xxxx Xxxxxx
Xxxxx Xian-quan
32
EXHIBIT C
ASSIGNMENT AND XXXX OF SALE
Pursuant to the Asset Purchase Agreement dated November __, 1999 (the
"Agreement") between Virage Logic Corporation, a California corporation
("Buyer"), and Mentor Graphics Corporation, an Oregon corporation ("MGC"), for
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, MGC does hereby sell, transfer, convey, grant and assign the
Assets (as defined in the Agreement) to.
MGC hereby transfers the foregoing Assets free and clear of all liens,
claims and encumbrances of every type whatsoever. This instrument will vest in
Buyer good and marketable title to the foregoing Assets, free and clear of all
liens, claims and encumbrances.
IN WITNESS WHEREOF, MGC has caused this Assignment and Xxxx of Sale to
be executed and delivered effective as of the close of business on the __ day of
November, 1999.
MENTOR GRAPHICS CORPORATION
By:
---------------------------
Title:
-------------------------
