Exhibit 10.25
CompactRISC Technology License Agreement
This CompactRISC Technology License Agreement ("Agreement") is made and is
effective as of September 29, 1997 ("Effective Date") by and between, as one
party, National Semiconductor Corporation, a Delaware corporation with a place
of business at 0000 Xxxxxxxxxxxxx Xxxxx, Xxxxx Xxxxx, XX 00000 ("National") and
as the other party, DSP Group, Inc., a Delaware corporation with a place of
business at 0000 Xxxxx Xxxxxxxxx, Xxxxx Xxxxx, XX 00000 and DSP Semiconductors
Ltd., an Israeli corporation having a principal place of business at 0 Xxxxxxx
Xxxxxx, Xxxxxxxx pituach 46120, Israel (collectively "DSP"). Either National or
DSP may be referred to herein as a Party of the Parties, as the case may
require.
RECITALS
WHEREAS, National has developed and owns certain rights, title and interest
in and to, or has the legal right to license, the Licensed Technology as that
term is defined below; and
WHEREAS, DSP has established considerable technical expertise in the licensing
of core technologies;
WHEREAS, DSP desires and intends to develop the technologies and development
tools for DSP's own cores and integrate such technologies and development tools
with the Licensed Technology;
WHEREAS, National desires to provide DSP and DSP's desires to acquire from
National a license permitting DSP to license third parties to use such Licensed
Technology solely in the design, manufacture and sale of silicon chip devices;
WHEREAS, National desires to grant, and DSP desires to receive, an option to
obtain a license permitting DSP to use such Licensed Technology in the design,
manufacture and sale of its own silicon chip devices; and
NOW THEREFORE, in consideration of the mutual covenants set forth hereinbelow
and other good and valuable consideration, the Parties hereto agree as follows:
1.0 DEFINITIONS
For all purposes under and in furtherance of this Agreement, the following terms
shall have the meanings set forth adjacent to them:
1.1. Average Sales Price or "ASP" shall mean the gross sales amount in U.S.
dollars invoiced or otherwise charged on an arm's length basis, by DSP
Sublicensees during a DSP fiscal quarter, or by National Sublicensees
during a National fiscal quarter, as applicable, for all Compliant Products
containing the same CompactRISC Core,[*].
-------------------
[*] Omitted pursuant to a confidential treatment request. The material has
been filed separately with the Securities and Exchange Commission.
1
[*]The prototypes referenced in Section 4.1B shall not be
included in the calculation of the ASP. For the purpose of
calculating the Average Sales Price, Sales of Compliant Products
in other currencies shall be converted to United States dollars
according to the official rate of exchange for that currency, as
published in the Wall Street Journal (Western Edition) on the
last day of the fiscal quarter in which the Royalty accrued (or,
if not published on that day, the last publication day for the
Wall Street Journal (Western Edition) during that month).
1.2. Base Megacell Modules: The support modules which interface with the
CompactRISC Core, provided in synthesizable Verilog - XL HDL, which are
described in the Base Megacell Modules Specifications for the applicable
CompactRISC Core identified in Exhibit A attached hereto. Additional
Base Megacell Modules may be included hereunder as part of the Licensed
Technology under this Agreement by adding supplemental Exhibits numbered
X-0, X-0, X-0, etc. which have been signed and dated by the parties and
attached hereto.
1.3. CompactRISC (or "CR"): A National proprietary processor technology which
is based on Reduced Instruction Set Computer (RISC) architecture and has
the compact code generation of Complex Instruction Set Computer (CISC)
and [*].
1.4. CompactRISC Core: Each core described in the applicable architecture
specification identified in the attached Exhibit A and any supplements
thereto, synthesized from the Licensed Technology and provided in
synthesizable Verilog - XL HDL. As of the Effective Date, the
CompactRISC core designated by National as the CR16B is the only
CompactRISC Core licensed hereunder. [*] Additional CompactRISC Cores
developed or offered by National for general licensing purposes shall be
included hereunder as part of the Licensed Technology under this
Agreement upon their completion. For each such additional core, the
Parties shall negotiate in good faith and attach to this Agreement
supplemental sequential Exhibits for Exhibit A, as well as supplemental
sequential Exhibits for Exhibits C, D, F, M (if applicable) and Q which
shall contain reasonable terms and shall be signed and dated by the
Parties. The Parties agree that for any supplemental Exhibits D and F,
the numbers and percentages relating to DSP's payments to National and
the numbers and percentages relating to National's payments to DSP shall
be in the same [*] ratio currently reflected in Exhibit D and Exhibit F
attached hereto.
-------------------
[*] Omitted pursuant to a confidential treatment request. The material has
been filed separately with the Securities and Exchange Commission.
2
1.5. Compliant Core: An implementation of a CompactRISC Core, which:
A. executes each and every instruction contained in the Instruction Set
for the applicable CompactRISC Core and no other additional
instructions;
B. implements the programmer's model as identified in the Programmer's
Reference Manual for the applicable CompactRISC Core;
C. is cycle by cycle compatible with the applicable supplied Verilog XL
model;
D. passes the Verification Program for the applicable CompactRISC Core;
and
E. has been verified in accordance with the provisions of Section 10.0.
1.6. Compliant Product: Any single silicon chip which contains one or more
Compliant Cores.
1.7. "Confidential Information" shall mean any information designated in
writing by either Party, by appropriate legend, as confidential and
any oral information disclosed by one Party to another under this
Agreement, provided that such information is designated as
confidential at the time of disclosure and is thereafter reduced to
writing for confirmation and sent to the other Party within thirty
(30) days after its oral disclosure and designated, by appropriate
legend, as confidential. Notwithstanding any failure to so identify
it, however, (i) the Licensed Technology; (ii) the Test Boards; and
(iii) the terms and conditions of this Agreement shall be deemed
Confidential Information.
1.8. DSP Sublicensee: Any third party to whom DSP has granted a license to
the Licensed Technology to design, manufacture and Sell Compliant
Products pursuant to this Agreement.
1.9. "End User License" shall mean a license agreement substantially
conforming to that agreement set forth in Exhibit N.
1.10. "Error" shall mean a problem with the Licensed Technology reported by
DSP to National or otherwise learned by National which causes the
Licensed Technology to malfunction or otherwise fail to perform in
accordance with the applicable Licensed Technology's documentation and
which can be demonstrated or duplicated by or for National.
1.11. "Fees" shall mean Sublicense Fees, Support Fees, Royalties and license
fees for Tools under Section 5.1B collectively.
1.12. Instruction Set: The instruction set for the applicable CompactRISC
Core defined in the Programmer's Reference Manual.
3
1.13. License Charges: All fees (gross) payable to the licensing Party by
its Sublicensee for each license to the Licensed Technology per
licensed CompactRISC Core (with a one-seat Tools license), but
excluding fees for maintenance, support and royalties.
1.14. Licensed Technology: The CompactRISC Core(s), Base Megacell Module(s),
and Software, collectively, set forth in the attached Exhibit A and
any supplements thereto. The Parties may mutually agree to include
additional Licensed Technology under this Agreement by adding
appropriate signed and dated supplemental Exhibits (e.g. X-0, X-0,
X-0, X-0, etc.) which shall be attached hereto and incorporated herein
by reference.
1.15. National Intellectual Property Rights: Those patents, patent
applications, and copyrights identified in Exhibit M which will be
supplemented from time to time by National as needed as determined by
National.
1.16. National Sublicensee: Any third party to whom National has granted a
license to the Licensed Technology to design, manufacture and Sell
Compliant Products, but excluding (a) any third party who is licensed
under a broad cross-licensing agreement with National; and (b) those
parties set forth on Exhibit L attached hereto.
1.17. Port: A non-proprietary layout of a Compliant Core design created by
or for a Party, a DSP Sublicensee or a National Sublicensee and
targeted for a specific manufacturing process.
1.18. Programmer's Reference Manual: The document referenced in Exhibit A or
any supplements thereto for the applicable CompactRISC Core.
1.19. Sell: To sell, lease or otherwise transfer or dispose of the Compliant
Product, or to commence internal productive use thereof. ("Sold",
"Sale" and other forms of "Sell" shall have the same meaning.)
1.20. Software: The Tools and Test Suite collectively.
1.21. Sublicensee: A DSP Sublicensee or National Sublicensee, as applicable.
1.22. Subsidiary: A corporation or other entity of which more than fifty
percent (50%) of the stock or other equity interests entitled to vote
for election of directors or equivalent governing body is owned by a
party during the term of this Agreement, but such corporation or other
entity shall be deemed to be a Subsidiary only so long as such
ownership exists.
1.23. Support Charges: All fees (gross) payable to the licensing Party by
its Sublicensee for support and maintenance for each licensed
CompactRISC Core.
4
1.24. Test Board: The hardware identified in Exhibit B and any supplements
thereto.
1.25. Test Chip: A device which complies with the Test Chip Specification
for the applicable CompactRISC Core identified in Exhibit B.
1.26. Test Program: The source code of the program and documentation for the
applicable CompactRISC Core identified in the attached Exhibit A and
any supplements thereto.
1.27. Test Suite: The Test Program and the Verification Program for the
applicable CompactRISC Core identified in the attached Exhibit A and
any supplements thereto. Additional Test Suites may be included
hereunder as part of the Licensed Technology under this Agreement by
adding supplemental Exhibits numbered X-0, X-0, X-0, etc. which have
been signed and dated by the parties and attached hereto.
1.28. Tools: The binary code of the programs and documentation for the
applicable CompactRISC Core identified in the attached Exhibit A and
any supplements thereto. To the extent that DSP is authorized to
distribute Tools, such Tools may be distributed as integrated, in part
or in whole, with DSP's own software tools. Additional Tools may be
included hereunder as part of the Licensed Technology under this
Agreement by adding supplemental Exhibits numbered X-0, X-0, X-0, etc.
which have been signed and dated by the parties and attached hereto.
1.29. Trademarks: The trademarks, service marks and logos set forth in
Exhibit O, as amended by National from time to time.
1.30. Translation: A direct translation of the Licensed Technology into an
alternate hardware description language made by or on behalf of a
Party, a DSP Sublicensee or a National Sublicensee [*]
1.31. Verification Program: The source code of the program and documentation
for the applicable CompactRISC Core identified in the attached Exhibit
A and any supplements thereto.
2.0 APPOINTMENT OF LICENSING REPRESENTATIVE
2.1. National hereby appoints DSP as its worldwide representative during
the term of this Agreement for the purpose of licensing the Licensed
Technology in accordance with the terms and conditions of this
Agreement. DSP hereby accepts the appointment by National as its
licensing representative of the Licensed Technology and agrees that it
will use commercially reasonable
-------------------
[*] Omitted pursuant to a confidential treatment request. The material has
been filed separately with the Securities and Exchange Commission.
5
efforts to license the Licensed Technology to DSP Sublicensees in
accordance with the terms and conditions of this Agreement.
2.2. DSP's appointment set forth in Section 2.1 above shall be exclusive,
provided that it shall not restrict in any way the right of National
and its Subsidiaries to use the Licensed Technology, including but not
limited to the rights to design, manufacture and Sell Compliant
Products, or to license the Licensed Technology to third parties.
2.3. DSP agrees and acknowledges that [*]
-------------------
[*] Omitted pursuant to a confidential treatment request. The material has
been filed separately with the Securities and Exchange Commission.
6
[*]
2.4. DSP agrees that it will license the Licensed Technology to a DSP
Sublicensee in a written agreement consistent with the terms and
conditions set forth in this Agreement. DSP agrees that all licenses
granted to DSP Sublicensees to the Licensed Technology will include a
CompactRISC Core at a minimum, and except for granting additional
licenses to the Tools to such DSP Sublicensees, DSP will not license a
Base Megacell Module without a CompactRISC Core. Except as expressly
provided in Section 5.0, DSP itself, shall have no rights to use the
Licensed Technology or to make, use or Sell Compliant Products.
3.0 LICENSE TO DSP SUBLICENSEES
3.1. CompactRISC Core License.
A. Subject to the terms and conditions of this Agreement, National
hereby grants to DSP the right and license to grant to DSP
Sublicensees, under the National Intellectual Property Rights, a
worldwide, non-exclusive, nontransferable license, without right
of sublicense, to use the Test Boards, Development Boards, to use
and copy the Licensed Technology, to modify the Base Megacell
Modules and to use and develop (or have developed subject to
Section 3.1B) Translations and Ports to design, have designed
(subject to the Section 3.1B below), make, have made (subject to
Section 3.1B and except as provided in Section 3.1C below) use,
import, offer to Sell and Sell Compliant Products. DSP's license
grant to a DSP Sublicensee shall also include the right to
translate, reproduce and distribute, subject to the
confidentiality obligations set forth in Section 17.0, the
architecture specifications for the applicable CompactRISC
Core(s) and modify same in accordance with the guidelines set
forth in Exhibit A.
B. A DSP Sublicensee may exercise its right to have developed
Translations and Ports and to have designed and/or have made
Compliant Products provided that:
- the DSP Sublicensee notifies DSP of the identity of each
subcontracted designer or manufacturer within thirty (30) days of
appointment of such designer or manufacturer;
- the DSP Sublicensee shall provide each subcontracted manufacturer
with mask sets or data bases and only in hard macro format (GDSII
format or comparable);
- the DSP Sublicensee may provide each subcontracted manufacturer
with a Development Board provided to such DSP Sublicensee by DSP; and
-------------------
[*] Omitted pursuant to a confidential treatment request. The material has
been filed separately with the Securities and Exchange Commission.
7
- the DSP Sublicensee shall ensure that any subcontracted designer
or manufacturer agree in writing (i) to be bound by obligations of
confidentiality no less restrictive than those contained in Section
17; (ii) to use the materials provided by the DSP Sublicensee for the
sole purpose of providing the subcontract services and supplying
Compliant Products solely to the DSP Sublicensee. The DSP Sublicensee
shall remain responsible for any misuse by the subcontracted designer
or manufacturer of such materials.
C. Notwithstanding anything to the contrary contained herein, any
DSP Sublicensee which is a foundry or provides foundry services
shall not have any right to have Compliant Products manufactured
by any third party unless approved in advance by National. As of
the Effective Date, National has approved those companies set
forth in Exhibit V to have Compliant Products manufactured by a
third party should they become DSP Sublicensees. Upon DSP's
written request and National's approval, additional DSP
Sublicensees which are foundries or provide foundry services
shall be added to the approved list in Exhibit V by adding
supplemental sequential Exhibits V-1, V-2, etc. which shall be
signed and dated by the parties.
3.2. TOOLS LICENSE. National hereby grants to DSP the right and license to
grant DSP Sublicensees, under the National Intellectual Property
Rights, a non-exclusive, nontransferable license to:
- copy and use the Tools internally; As provided in Sections 3.2
and 3.3, "use" shall mean copying the Tools onto a number of computers
no greater than the number of seats licensed by such DSP Sublicensee,
and processing the instructions or statements contained therein, but
excluding disassembly, reverse assembly, or reverse compiling except
to the extent necessary to achieve inter-operability of an
independently created program with other programs. Disassembly,
reverse assembly, or reverse compiling of the Tools for the purpose of
Error correction is specifically prohibited;
- copy and distribute, and sublicense (provided that the end user
agrees to be bound by terms and conditions substantially similar to
those of the End User License) the use of the binary code of the
programs identified in Exhibit A;
- modify, copy, distribute, and sublicense (provided that the end
user agrees to be bound by the terms and conditions substantially
similar to those of the End User License) the use, modification and
compiling of, the source code of the programs identified in Exhibit A;
- modify the documentation identified in Exhibit A in accordance
with the guidelines attached hereto as Exhibit O and translate,
reproduce, use and distribute the documentation including any
modifications made thereto in accordance with this Section.
8
3.3. TEST SUITE LICENSE. National hereby grants to DSP the right and
license to grant to DSP Sublicensees, under the National Intellectual
Property Rights, a non-exclusive, nontransferable license, without
right of sublicense, to reproduce and use internally only, the Test
Suite and applicable Test Suite documentation.
3.4. TRADEMARK LICENSE. National hereby grants to DSP the right and
license to grant to DSP Sublicensees, under the Trademarks, a
non-exclusive, nontransferable, royalty-free, paid-up, worldwide
license, without right of sublicense, to xxxx with the Trademarks all
data sheets and other collateral materials for Compliant Products in
accordance with the guidelines set forth in Exhibit O or such other
guidelines as National may issue to DSP from time to time. DSP shall
have no right or license to grant any DSP Sublicensee a right or
license to xxxx Compliant Products or the die packaging thereof with
the Trademarks. DSP is granted no other right, title or license to
the Trademarks or any other National trademark.
4.0 ADDITIONAL AGREEMENT OF PARTIES
4.1. DSP shall include the following provisions in each license agreement
with a DSP Sublicensee:
A. National has developed and owns certain right, title and interest
in and to the Licensed Technology. As between National, DSP and
the DSP Sublicensee, the Licensed Technology will at all time be
the property of National and National is an intended third party
beneficiary of such agreement.
B. A DSP Sublicensee may not distribute any Compliant Product prior
to verification in accordance with Section 10.0 of this
Agreement. DSP shall reserve the right to immediately terminate
each license agreement with a DSP Sublicensee for a breach of
this provision by a DSP Sublicensee, and shall terminate such
agreement upon National's written request if, within seven (7)
days of receiving written notice from DSP regarding such breach,
such DSP Sublicensee does not cease distribution of the
non-Compliant Product and perform verification in accordance with
Section 10.0 of this Agreement. Notwithstanding the foregoing, a
DSP Sublicensee may distribute a maximum of [*] prototype or
non-verified units of such device in connection with the
verification process of such device provided that (i) the DSP
Sublicensee and the recipient of such prototype have agreed in
writing that the prototype shall be used for internal evaluation
purposes only and that the recipient shall keep the recipient's
use of the prototype device as confidential; and (ii) the DSP
Sublicensee has provided DSP with a copy of the above-referenced
agreement.
C. Any questions from a DSP Sublicensee with respect to the Licensed
Technology shall be directed to DSP.
-------------------
[*] Omitted pursuant to a confidential treatment request. The material has
been filed separately with the Securities and Exchange Commission.
9
D. Each DSP Sublicensee must notify DSP in writing in the event that
any subcontracted designer or manufacturer breaches the
provisions referenced in Section 3.1(B). If such breach is not
capable of cure, or remains uncured within thirty (30) days, DSP
shall have the right to terminate the right of such designer or
manufacturer to design or manufacture Compliant Products as
applicable and shall so terminate such designer or manufacturer
upon National's written request.
E. DSP shall require each DSP Sublicensee to notify DSP in writing
of the number of copies of the Tools made by such DSP Sublicensee
during each DSP fiscal quarter in excess of a one (1) workgroup
seat license.
F. On the data sheets or other collateral materials for each
Compliant Product, each DSP Sublicensee must duplicate and apply
National's patent and other proprietary notices which National
shall provide to DSP from time to time in accordance with
Exhibits O and U. On any data sheets, collateral materials or
sales and support documentation, DSP and DSP Sublicensees may
substitute references to National with reference to themselves
and may otherwise delete references to National in accordance
with the guidelines set forth in Exhibit U. The Parties shall
reasonably agree to amend such guidelines as necessary or
desirable to protect the rights of National and its licensors in
and to the CompactRISC technology, the National Intellectual
Property Rights and the Trademarks.
G. Each DSP Sublicensee must reproduce and agree not TO remove or
obscure any notice incorporated in the Software or related
documentation provided to DSP by National to protect the National
Intellectual Property Rights or to acknowledge the copyright
and/or contribution of any third party developer. Each DSP
Sublicensee must incorporate corresponding notices and/or such
other markings and notifications as National may reasonably
require on all copies of Software and related documentation used
or distributed by each DSP Sublicensee.
H. Each DSP Sublicensee must provide to DSP from time to time and in
any event, within thirty (30) days from the date of National's
written request to DSP, (i) samples of data sheets and other
collateral materials of the DSP Sublicensee bearing the
Trademarks; (ii) copies of the Software and related documentation
and (iii) copies of the Tools documentation modified by the DSP
Sublicensee in order to verify compliance with the terms of this
Agreement. DSP shall provide such samples and copies to National
promptly after its receipt of same from the DSP Sublicensee. In
the event that such materials fail to comply with the terms set
forth in this Agreement, DSP shall so notify the DSP Sublicensee
who shall be required to cease use any such non-compliant
materials within thirty (30) days of the date that such materials
were determined by National or DSP, as applicable, to be
non-compliant, provided that if such materials were determined by
National to be non-compliant, National promptly informs DSP of
such determination.
10
I. DSP shall have the right to provide National with a copy of the
following information, documents and/or samples sent by DSP or a
DSP Sublicensee: all documents regarding or in connection with an
event of default, the verification process referenced under
Section 10.0, Translations, Ports, and upon National's written
request, lists of all subcontracted designers and manufacturers,
Log Results (as defined below) and Test Chip Samples.
J. DSP shall have the right to immediately terminate any license
granted to a DSP Sublicensee, and will terminate any such license
upon National's written request, in the event such DSP
Sublicensee (i) challenges National's rights in the Trademarks,
or attempts to register the Trademarks or any other name or xxxx
owned by National or substantially similar thereto; or (ii)
brings any action against National or a National Sublicensee
claiming that the Licensed Technology as distributed by National
infringes a patent of such DSP Sublicensee, or that an
implementation of the Licensed Technology by National or a
National Sublicensee infringes a patent of such DSP Sublicensee;
provided that such license will not be terminated if such DSP
Sublicensee ceases such challenge or action within fifteen (15)
days of DSP's notice of its intent to terminate such license.
K. With respect to the Licensed Technology and any direct product
thereof, each DSP Sublicensee shall comply with i) any and all
export regulations and rules now in effect or as may be issued
from time to time by the Bureau of Export Administration of the
United States Department of Commerce or any other federal
governmental authority which has jurisdiction relating to the
export of technology from the United States of America; and ii)
any and all classification and export/reexport requirements of
the U.S. Export Administration Regulations. The obligations
under this Section 4.1K shall survive any expiration or
termination of each license agreement with a DSP Sublicensee.
4.2. Within forty-five (45) days after the end of each Party's fiscal
quarter, each Party shall provide the other Party with a list of the
license agreements entered into during the previous fiscal quarter by
such Party, setting forth the information in the form attached hereto
as Exhibit I.
4.3. Each licensing Party shall include a provision in its license
agreements with its Sublicensees which permits the licensing Party to
audit the books and records of its Sublicensees containing information
bearing upon the amount of fees payable to the licensing Party under
such agreement, under terms and conditions substantially similar to
those set forth in Section 16.4, and each licensing Party shall have
the right to disclose such information to the other Party.
4.4. Each licensing Party shall include a provision in its license
agreements with its Sublicensees which (i) provides the Licensing
Party with a copy of any Translations created by or on behalf of each
such Sublicensee; and (ii) grants
11
to the licensing Party a worldwide, non-exclusive, unrestricted
license with right of sublicense to such Translations. However, if
the licensing Party reasonably deems the obligations of this Section
4.4 to be a material obstacle to entering into such license agreement,
upon written request from the licensing Party, the other Party may
waive the requirements herein by submitting a written waiver to the
licensing Party.
4.5. DSP shall be required to provide [*]. DSP acknowledges, and National
agrees however, that [*] shall have the right to receive [*].
National shall provide DSP with [*]. DSP shall provide support and
maintenance services to National Sublicensees in accordance with the
terms set forth in Exhibit T. National has no obligation to provide
[*]. National may, at National's sole discretion, from time to time,
agree to provide [*].
4.6. Sale of Licensed Technology.
A. [*]
-------------------
[*] Omitted pursuant to a confidential treatment request. The material has
been filed separately with the Securities and Exchange Commission.
12
[*]
B. [*]
[*]
4.7. [*]
4.8. DSP may contract with National for National to perform the testing and
verification of Test Chips at National's then current rates pursuant
to a separate written agreement executed by the Parties. National's
current rates are set forth in Exhibit P
4.9. National shall not directly enforce its rights as a third party
beneficiary for any breach under a license agreement between DSP and a
DSP Sublicensee without first providing DSP an opportunity to do so
within a reasonable period of time, such period to be determined at
National's reasonable discretion in light of the seriousness and
nature of the particular breach. In the event that the licensing Party
does not pursue collection of fees owed to it by its own Sublicensee,
the licensing Party shall cooperate with the other Party and take all
action required, including without limitation, executing and
delivering any documents, to assign to the other Party its rights to
collect from such Sublicensee the amount of fees that the other Party
would be entitled to receive hereunder had same been collected by the
licensing Party.
4.10. Each Party agrees that it will not knowingly solicit any party as a
potential Sublicensee which it knows to be substantially engaged in
negotiations with the other Party for a license to the Licensed
Technology.
-------------------
[*] Omitted pursuant to a confidential treatment request. The material has
been filed separately with the Securities and Exchange Commission.
13
5.0 LICENSE TO DSP
5.1. Until such time as DSP has been granted a license to the Licensed
Technology pursuant to Section 5.2 or Section 5.3, DSP shall have no
rights to use the Licensed Technology for its own behalf except as
provided below:
A. DSP may itself install, use and copy the Test Suite and
documentation solely for the purpose of providing support to DSP
Sublicensees and National Sublicensees; and
B. DSP may itself exercise the license rights DSP may grant to DSP
Sublicensees under Section 3.2 and may use the Test Board and
Development Boards for the purpose of providing support to DSP
Sublicensees and National Sublicensees. Such license rights
under Section 3.2 are provided free of charge to DSP for a one
(1) workgroup seat license (which provides the right to make,
install and use five (5) separate copies of the Tools). DSP
shall notify National in writing of (i) each Tools license
granted by DSP to a DSP Sublicensee which provides such DSP
Sublicensee with more than a one (1) workgroup seat per license
(which provide each DSP Sublicensee with the right to make,
install and use five separate copies of the Tools); and (ii) the
number of copies of Tools made by DSP and each DSP Sublicensee in
excess of a one (1) workgroup seat license. DSP agrees to pay to
National, within forty-five (45) days after the end of DSP's
fiscal quarter, a license fee equal to National's then current
fees charged by National for such Tools, multiplied by the number
of copies of Tools made by DSP and DSP Sublicensees in excess of
the one(1) workgroup seat license allowance set forth above.
National's current fees are set forth in Exhibit Q.
5.2. National grants to DSP, under the National Intellectual Property
Rights, a worldwide, non-exclusive, nontransferable license, without
right of sublicense (except as permitted under Section 5.5 or as
permitted of DSP Sublicensees under Section 3.2), to those rights and
licenses which DSP is entitled to license or otherwise grant to DSP
Sublicensees under this Agreement with respect to each CompactRISC
Core selected in writing by DSP and to be set forth in the attached
Exhibit R on or after one of the following has occurred:
(i) National's receipt of DSP's payment to National in the
amount of the [*] sublicense fee set forth in Section I.A of
Exhibit D for applicable CompactRISC Core;
(ii) DSP's remittance of the [*] Sublicense Fee set forth in
Section I of Exhibit D for the applicable CompactRISC Core;
or
(iii) in the event DSP has remitted to National less than [*]
Sublicense Fees set forth in Section I of Exhibit C for the
applicable CompactRISC Core, upon DSP's payment in the
amount of the [*] sublicense fee set forth in Section I.A of
Exhibit D for the applicable CompactRISC Core,
-------------------
[*] Omitted pursuant to a confidential treatment request. The material has
been filed separately with the Securities and Exchange Commission.
14
less [*] percent ([*]%) for each such Sublicense Fee for the
applicable CompactRISC Core previously remitted.
5.3. [*] such that each Party shall be required to pay the applicable
percentage of Sublicense Fees, Support Fees and Royalties otherwise
due as set forth in the table below:
Sublicense Fees
Date & Support Fees Royalties
Trigger Date plus 12 months [*]% [*]%
First Anniversary of Trigger Date [*]% [*]%
Second Anniversary of Trigger Date [*]% [*]%
Third Anniversary of Trigger Date [*]% [*]%
Fourth Anniversary of Trigger Date [*]% [*]%
Fifth Anniversary of Trigger Date [*]% [*]%
Sixth Anniversary of Trigger Date [*]% [*]%
Seventh Anniversary of Trigger Date [*]%
Eighth Anniversary of Trigger Date [*]%
Ninth Anniversary of Trigger Date [*]%
-------------------
[*] Omitted pursuant to a confidential treatment request. The material has
been filed separately with the Securities and Exchange Commission.
15
Tenth Anniversary of Trigger Date [*]%
Eleventh Anniversary of Trigger Date [*]%
5.4. As of such effective date of the licenses set forth in Sections 5.2 or
5.3, DSP accepts all of the rights and assumes all of the obligations
and duties of a DSP Sublicensee as set forth under this Agreement.
DSP shall not be deemed a DSP Sublicensee for the purposes of
calculating (i) the Sublicense Fee and Support Fee due to National
pursuant to Section 13.2 and 14.2 below; (ii) the Sublicense Fee and
Support Fee due to DSP pursuant to Section 13.3 and 14.3 below; or
(iii) the number of license agreements pursuant to Section 2.3 above.
DSP shall pay Royalties on Compliant Products Sold by DSP in
accordance with Section 15.2.
5.5. Except as otherwise specified, DSP shall have the right to grant
sublicenses of the rights and licenses granted in Section 5.2 and 5.3
above only to Subsidiaries of DSP; provided, that (i) DSP shall cause
each Subsidiary to accept all of the rights and assume all of the
obligations and duties of a DSP Sublicensee provided under this
Agreement; and (ii) such sublicense will terminate upon the
termination of this Agreement for any reason. DSP shall itself pay
Royalties accrued by sublicensed DSP Subsidiaries (at the rate set
forth for DSP in Section 15.2). National's audit rights pursuant to
Section 16.3 shall apply to all DSP sublicensed Subsidiaries. DSP
shall be responsible for the performance by each such sublicensed
Subsidiary of all obligations contained herein.
6.0 PORTS LICENSE
6.1. Each Party hereby grants to the other Party an irrevocable, royalty
free, paid-up, non-exclusive, worldwide license, with right of
sublicense, to use, modify, have modified, make, have made, license,
sell or otherwise distribute Ports. Each Party agrees to provide to
the other Party Ports owned by such Party or licensed to such party
with the right to grant sublicense without the payment of royalties
within thirty (30) days following the verification of a Test Chip made
using such Port pursuant to Section 10.4.
7.0 TRANSLATIONS LICENSE
7.1. Each Party hereby grants to the other Party a royalty free, paid-up,
non-exclusive, worldwide license, with right of sublicense, to use,
modify, have modified, make, have made, license, sell or otherwise
distribute Translations. Each Party shall be required to provide to
the other Party any Translations owned by such Party or licensed to
such Party with the right to grant sublicenses without the payment of
royalties within thirty (30) days of each Party's receipt of same.
-------------------
[*] Omitted pursuant to a confidential treatment request. The material has
been filed separately with the Securities and Exchange Commission.
16
8.0 INTELLECTUAL PROPERTY RIGHTS
8.1. No license or other right is granted, by implication, estoppel or
otherwise, to DSP or any DSP Sublicensee under any patents,
Confidential Information, National Intellectual Property Rights,
Trademarks or other intellectual property rights now or hereafter
owned or controlled by National except for the licenses and rights
expressly granted in this Agreement. Except as expressly provided
above, DSP Sublicensees shall have no right to sell, supply, license
or otherwise distribute the Tools or the Test Suite.
8.2. Except as provided in this Agreement, all right, title and interest in
and to the Licensed Technology and Trademarks shall remain vested in
National.
9.0 DELIVERY OF LICENSED TECHNOLOGY; SALE OF TEST BOARDS AND
DEVELOPMENT BOARDS
9.1. National shall deliver to DSP the Licensed Technology in accordance
with the schedule set forth in Exhibit C attached hereto. The
Licensed Technology deliverables are the deliverables to be provided
by National, in the aggregate, for DSP, DSP's Subsidiaries and DSP
Sublicensees. In the event that National fails to meet any
deliverable date set forth in Exhibit C by more than ninety (90) days,
then thereafter the periods referenced under Section 2.3 shall be
extended on a day for day basis until National delivers such
deliverable.
9.2. National shall provide to DSP all revisions to the architecture
specification for each CompactRISC Core licensed hereunder as well as
architecture change notes ("ACN") to such specifications as they are
generally released by National.
9.3. National shall deliver to DSP five (5) Test Boards and DSP shall
deliver to National five (5) development boards in accordance with the
schedule set forth in Exhibit C attached hereto. Thereafter, upon a
Party's request, National shall sell Test Boards to DSP and DSP shall
sell development boards to National at each selling Party's then
current prices which shall be invoiced to the purchasing Party with
thirty (30) day payment terms. National shall also provide DSP with
the name of the manufacturer(s) for such Test Boards to enable DSP to
directly purchase the Test Boards under such terms and conditions as
may be negotiated between DSP and such manufacturer(s). National
shall also deliver to DSP in accordance with the schedule set forth in
Exhibit C one development board for DSP's evaluation purposes which
shall be returned to National.
9.4. Unless otherwise agreed in writing, National shall deliver the
deliverables referenced in Section 9.1, 9.2 and 9.3 to DSP at the
following address:
DSP Semiconductors
5 Shenkar Xxxxxx
00
Xxxxxxxx pituach 00000
XXXXXX
9.5. Neither Party shall be responsible for any costs incurred by the other
Party or the Sublicensees of the other Party in the design
translation, processing, or manufacture of masks or prototypes,
manufacture or production of silicon.
10.0 VERIFICATION OF COMPLIANT CORES
10.1. Each Compliant Core derived from the Licensed Technology on each
process to be used for volume manufacture must be verified prior to
incorporation of such Compliant Core in the manufacture, sale or
distribution of any Compliant Product. Compliant Cores shall be
verified by running a Test Chip through the applicable Verification
Program in accordance with the procedures set forth in this Section
10.0.
10.2. A DSP Sublicensee shall be required to develop and manufacture a Test
Chip for each Compliant Core derived from the Licensed Technology on
each process to be used for volume manufacture. A DSP Sublicensee
shall run each Test Chip through the applicable Verification Program
and deliver to DSP a copy of the log ("Log Results") and a minimum of
ten (10) samples of the Test Chip for verification.
10.3. DSP shall have the right to run each Test Chip through the applicable
Verification Program. National shall also have the right to run each
Test Chip through the applicable Verification Program, and upon
National's written request, DSP shall deliver the Log Results and Test
Chip samples to National for verification. Within fifteen (15) days
of DSP's receipt of the Log Results and Test Chip samples (i) from the
DSP Sublicensee; or (ii) generated by DSP or National, DSP shall
review the Log Results and Test Chip Samples and notify the DSP
Sublicensee in writing whether the Compliant Core has been verified.
The Compliant Core shall be verified upon DSP's approval or National's
approval, as applicable, of the Log Results. The Log Results will be
approved only when they indicate that no errors have been detected or
where any errors detected have been waived pursuant to a writing
signed by National.
10.4. In the event that the Test Chip fails the verification process, DSP
shall provide the DSP Sublicensee with written notice that the
Compliant Core has not been verified and shall provide the DSP
Sublicensee with details of the failure. The DSP Sublicensee shall
use reasonable efforts to correct the errors. DSP and the DSP
Sublicensee shall repeat the above process until (i) the Compliant
Core has been verified; or (ii) the DSP Sublicensee withdraws the Test
Chip from the verification process.
10.5. Provided that the Test Chip has been verified in accordance with
Section 10.3, the DSP Sublicensee may distribute Compliant Products
containing such
18
Compliant Core without further verification. DSP shall provide
National with [*] ([*]) Test Chip samples for each such Compliant Core
which has been verified in accordance with the above procedure.
11.0 TRAINING
11.1. National shall provide to DSP, free of charge, a one-time standard
training program at National's facilities in Israel to a maximum of [*]
([*]) of DSP's personnel. The training program shall include [*] ([*])
hours of training to be provided over a [*] ([*]) day period on a
schedule mutually agreeable by the Parties and shall cover software
and applications training, system design, design verification and
testing.
11.2. DSP may, subject to availability of resources, contract with National
for addition training at National's standard rates then in effect
pursuant to a separate written agreement executed by the Parties. A
schedule of National's standard rates as of the Effective Date is set
forth in Exhibit J.
12.0 SUPPORT AND MAINTENANCE SERVICES
12.1. Subject to the limitations set forth below and DSP maintaining its
status as National's exclusive licensing representative of the
Licensed Technology pursuant to Section 2.0, during the term of this
Agreement, National shall provide [*] up to a maximum of [*] hours
annually of the support and maintenance services described in Sections
12.3 -12.8 to [*]([*]) individuals designated by DSP (who may be
substituted by DSP pursuant to DSP's prior written notice to
National). National shall not be obligated to respond to inquiries
from anyone other than the four designated individuals. National
shall have no obligation to provide any support or maintenance
services to DSP Sublicensees.
12.2. If DSP requests services not covered by this Agreement (including but
not limited to support and maintenance exceeding the limitations set
forth in Section 12.1 above, DSP-requested onsite services, or custom
programming services), the requested services shall be provided upon
the prior written agreement of the Parties, at National's standard
rates then in effect. A schedule of National's standard rates as of
the Effective Date is set forth in Exhibit K.
12.3. National shall provide reasonable telephone and electronic mail
support regarding the operation, design and other technical aspects of
the Licensed Technology. Telephone support will be available Monday
through Fridays (excluding National holidays) from 9:00 am to 5:00 pm
Pacific time.
12.4. National shall promptly notify DSP via electronic mail of the
existence of any positively identified Errors in the form of the
report set forth in Exhibit S ("Error Report). National shall provide
DSP with any Error corrections to the
-------------------
[*] Omitted pursuant to a confidential treatment request. The material has
been filed separately with the Securities and Exchange Commission.
19
Licensed Technology at such time as they are generally made available
to National Sublicensees.
12.5. National shall provide DSP with all modifications, enhancements and
updates to the Licensed Technology created by National which are
generally made available to National Sublicensees or that do not
result in the creation of a new product, core or tool as determined by
National in its reasonable discretion. Such modifications shall be
provided by National to DSP at such time as they are generally made
available to National Sublicensees. For example, and not by way of
limitation, the Parties agree that the following examples constitute
the creation of new cores and tools: i) the change of a CompactRISC
Core pipeline length; ii) the making of a synthesizable CompactRISC
Core; iii) the execution of additional instructions to those contained
in the Instruction Set for the applicable CompactRISC Core; and iv)
the addition of C++ to the Tools. Error corrections and Translations
are examples of modifications or enhancements which do not constitute
a new product.
12.6. National shall correct Errors, to the extent reasonably possible, in
the Licensed Technology. DSP shall provide National with such
samples, technical information and assistance as National may
reasonably require to enable National to provide support and
maintenance services. If National reasonably determines that such
Errors are caused by mistakes or errors contained in the applicable
Licensed Technology documentation, National shall promptly issue
corrections to such documentation and shall not be required to correct
the Licensed Technology.
12.7. National shall use commercially reasonable efforts to provide a
resolution to any Error. DSP shall notify National via electronic
mail of any Errors in the Error Report form. Errors will be
preliminarily designated by DSP as follows:
"Critical". The Licensed Technology is not usable. Data
corruption or system crashes are almost certain. No procedural
work-around exists.
"Severe". The Licensed Technology is usable with severe
limitation. Data corruption or system crashes are possible. No
effective procedural work-around exists.
"Moderate". The Licensed Technology is usable with moderate
limitation because minor features are affected. There is no data
corruption, system crashes or loss of production. A procedural
work-around exists.
"Minor". The Licensed Technology is usable, but has some
(cosmetic) problems. There is no data corruption, system crashes
or loss of production. A procedural work-around exists.
12.8. Upon National's receipt of an Error Report and test case from DSP's
designated technical contact via e-mail, National will take corrective
action so as to respond and resolve the reported Error as set forth in
this Section 12.8
20
based upon the Error classification as determined by the mutual
agreement of the Parties. National's Error responses and resolutions
shall be classified as set forth below. For the purposes of this
section, a day refers to a working day as opposed to calendar day:
"First Level". Acknowledgement or receipt of Error Report and
verbal communication of initial plan of action to resolve
problem.
"Second Level". Patch or work-around, temporary fix, or update
or major release, including applicable document changes.
"Final Level". Official Fix, update or major release, including
applicable document changes.
FIRST LEVEL SECOND LEVEL FINAL LEVEL
Critical........................ [*] [*] [*]
Severe.......................... [*] [*] [*]
Moderate........................ [*] [*] [*]
Minor........................... [*] [*] [*]
12.9. National shall be obligated to provide maintenance and support to the
extent the Licensed Technology remains unmodified, or modified only by
National, and properly maintained at the revision levels supported by
National, which shall include, at a minimum, the most recent revision
level and the revision level immediately preceding the most recent
revision level. National shall not be responsible for providing an
Error correction for a prior revision level if the Error is corrected
in the most recent revision level. If it is reasonably determined by
National that any apparent Error with the Licensed Technology is due
to alterations of the Licensed Technology by DSP or any third party,
the use of an unsupported version of the Licensed Technology, or
failure to comply with the terms and conditions of this Agreement,
National shall notify DSP, and if DSP still wishes to receive Error
corrections, the time and expenses associated with such support effort
will be billed by National at its standard rates then in effect.
13.0 SUBLICENSE FEES
13.1. SUBLICENSE FEES PAYABLE GENERALLY. Subject to the terms and
conditions set forth below and the provisions of Sections 2.3 and 5.3,
if applicable, in the event that either DSP or National grants a
license to the Licensed Technology to a DSP Sublicensee or a National
Sublicensee, respectively, the licensing Party shall pay to the other
Party a Sublicense Fee for each licensed CompactRISC Core as described
below in accordance with the payment provisions set forth in Section
16.0. In the event that the licensing Party grants a license to the
Licensed Technology containing two or more CompactRISC Cores under one
license agreement, the licensing Party shall be
-------------------
[*] Omitted pursuant to a confidential treatment request. The material has
been filed separately with the Securities and Exchange Commission.
21
required to pay to the other Party a separate Sublicense Fee for each
licensed CompactRISC Core. For each licensed CompactRISC Core, the
Sublicense Fee shall be equal to the greater of the applicable:
A. minimum sublicense fee for the applicable CompactRISC Core
specified in Exhibit D; or
B. percentage of the License Charges payable to the licensing Party
for the applicable CompactRISC Core specified in Exhibit D.
Each Sublicense Fee shall be paid a) within forty-five (45) days of
the end of the licensing Party's fiscal quarter in which the
applicable CompactRISC Core was licensed; or b) if, pursuant to the
terms of the license agreement for the applicable CompactRISC Core,
License Charges are paid in installments, then the licensing Party
shall pay the applicable Sublicense Fee in installments proportional
to the License Charges paid by the DSP Sublicensee or National
Sublicensee, within forty-five (45) days following the end of the
licensing Party's fiscal quarter in which the License Charges were
paid, provided however, that the total Sublicense Fee must be paid in
full by the licensing Party no later than twelve (12) months following
the date that the applicable CompactRISC Core was licensed. Each
licensing Party, prior to entering into a license agreement with a
Sublicensee, may submit to the other Party for its prior written
approval a request in writing to extend such twelve (12) month period.
13.2. SUBLICENSE FEES PAYABLE BY DSP TO NATIONAL. For each license to a
CompactRISC Core granted by DSP to a DSP Sublicensee, DSP shall pay to
National the Sublicense Fees for the applicable CompactRISC Core set
forth in Exhibit D.
13.3. SUBLICENSE FEES PAYABLE BY NATIONAL TO DSP. [*]
14.0 SUPPORT FEES
14.1. SUPPORT FEES PAYABLE GENERALLY. Subject to the terms and conditions
set forth below and the provisions of Sections 2.3 and 5.3, if
applicable, in the event that either DSP or National grants a license
to the Licensed Technology to a DSP Sublicensee or a National
Sublicensee, respectively, the licensing Party shall pay to the other
Party an annual Support Fee for [*] for each licensed CompactRISC Core
as described below in accordance with the payment provisions set forth
in Section 16.0. In the event that the licensing Party grants a
license to the Licensed Technology containing two or more CompactRISC
Cores under one license agreement, the licensing Party shall be
required to pay to the other Party a separate annual Support Fee for
-------------------
[*] Omitted pursuant to a confidential treatment request. The material has
been filed separately with the Securities and Exchange Commission.
22
each licensed CompactRISC Core. For each licensed CompactRISC Core
licensed to a DSP Sublicensee or a National Sublicensee, the licensing
Party shall be required to pay an annual Support Fee for [*] which
shall be equal to the greater of the applicable:
A. minimum annual support fee specified in Exhibit E; or
B. percentage of the annual Support Charges payable to the licensing
Party specified in Exhibit E.
[*]. In such event, each licensing Party shall be required to pay the
applicable percentage of the annual Support Charges payable to the
licensing Party as specified in Exhibit E. Each annual Support Fee
shall be paid a) within forty-five (45) days of the end of the
licensing Party's fiscal quarter in which the applicable CompactRISC
Core was licensed; or b) if, pursuant to the terms of the license
agreement for the applicable CompactRISC Core, Support Charges are
paid in installments, then the licensing Party shall pay the
applicable Support Fee in installments proportional to the Support
Charges paid by the DSP Sublicensee or National Sublicensee, within
forty-five (45) days following the end of the licensing Party's fiscal
quarter in which the Support Charges were paid, provided however, that
the first annual Support Fee must be paid in full by the licensing
Party no later than twelve (12) months following the date that the
applicable CompactRISC Core was licensed; and each subsequent annual
Support Fee must be paid in full by the licensing Party no later than
the end of each subsequent 12 month period. Each licensing Party,
prior to entering into a license agreement with a Sublicensee, may
submit to the other Party for its prior written approval a request in
writing to extend such twelve (12) month period.
14.2. SUPPORT FEES PAYABLE BY DSP TO NATIONAL. For each license to a
CompactRISC Core granted by DSP to a DSP Sublicensee, DSP shall pay to
National the annual Support Fee for [*] as set forth in Exhibit E.
14.3. SUPPORT FEES PAYABLE BY NATIONAL TO DSP. [*]
-------------------
[*] Omitted pursuant to a confidential treatment request. The material has
been filed separately with the Securities and Exchange Commission.
23
[*]
15.0 ROYALTIES
15.1. ROYALTIES GENERALLY. Subject to the terms and conditions set forth
below and the provisions of Sections 2.3 and 5.3, if applicable, in
the event either DSP or National grants a license to the Licensed
Technology to a DSP Sublicensee or a National Sublicensee,
respectively, the licensing Party shall pay to the other Party
Royalties for each licensed CompactRISC Core as described below in
accordance with the payment provisions set forth in Section 16.0. In
the event that the licensing Party grants a license to the Licensed
Technology containing two or more CompactRISC Cores under one license
agreement, the licensing Party shall be required to pay to the other
Party separate Royalties for each licensed CompactRISC Core. For each
licensed CompactRISC Core, the Royalty shall be equal to [*] the
amounts calculated under subparagraphs A, B and C below:
A. the applicable percentage of the actual royalty payable to the
licensing Party pursuant to such license for the applicable licensed
CompactRISC Core specified in Exhibit F;
B. the [*] of the applicable [*] royalty for the applicable licensed
CompactRISC Core specified in Exhibit F:
i. based upon the applicable [*] for the cumulative volume of
Compliant Products Sold containing the applicable licensed
CompactRISC Core, multiplied by the number of Compliant
Cores within Compliant Products Sold during the subject
fiscal quarter; or
ii. based upon the applicable [*] Dollar Cap per Compliant Core
for the cumulative volume of Compliant Products Sold
containing the applicable licensed CompactRISC Core,
multiplied by the number of Compliant Cores for the
applicable licensed CompactRISC Core within Compliant
Products Sold during the subject fiscal quarter;
[*]
C. the applicable [*] royalty for the applicable licensed
CompactRISC Core specified in Exhibit F based upon the applicable
[*] Dollar Amount per Compliant Core for the cumulative volume of
Compliant Products Sold containing the applicable licensed
CompactRISC Core, multiplied by the number of Compliant Cores
within Compliant Products Sold during the subject fiscal quarter.
-------------------
[*] Omitted pursuant to a confidential treatment request. The material has
been filed separately with the Securities and Exchange Commission.
24
Royalty payments shall be made quarterly, within forty-five (45) days
of the end of the licensing Party's fiscal quarter, and shall be paid
with respect to Compliant Products Sold in the immediately preceding
fiscal quarter.
15.2. ROYALTIES PAYABLE BY DSP TO NATIONAL. For each license to a
CompactRISC Core granted by DSP to a DSP Sublicensee, DSP shall pay to
National the Royalties for the applicable CompactRISC Core set forth
in Exhibit F. For each CompactRISC Core to which DSP obtains the
licenses set forth in Sections 5.2 or 5.3, DSP shall pay to National a
royalty equal to the amount set forth in under the "[*] Dollar Amount"
column in Exhibit F, Section I.B per Compliant Core for the highest
cumulative volume of Compliant Products Sold containing the applicable
licensed CompactRISC Core, multiplied by the number of Compliant Cores
within Compliant Products Sold during the subject fiscal quarter (e.g.
for CR16B, $[*] per Compliant CR16B Core multiplied by the number of
Compliant CR16B Cores within Compliant Products Sold during the
subject fiscal quarter).
15.3. ROYALTIES PAYABLE BY NATIONAL TO DSP. [*]
15.4. NON-MARKET DISPOSITIONS. [*]
15.5. FINISHED PRODUCTS. [*]
-------------------
[*] Omitted pursuant to a confidential treatment request. The material has
been filed separately with the Securities and Exchange Commission.
25
16.0 PAYMENTS AND ACCOUNTING
16.1. Within forty-five (45) days after the end of each Party's fiscal
quarter, each Party shall furnish to the other Party a Payment Report,
in the form attached hereto as Exhibit H, showing all Fees payable by
each Party for such fiscal quarter. If no Fees are due and payable by
each Party for such fiscal quarter, that fact shall be shown on the
applicable report.
16.2. Within such forty (45) day period, each licensing Party shall pay to
the other Party the Fees payable hereunder for such fiscal quarter.
All payments hereunder shall be in United States dollars. In the
event a licensing Party does not submit the required amount of Fees
payable for any quarter and has notified the other Party in writing
that its failure to pay specified amounts results from the non-payment
by its Sublicensee for a specified license agreement, said licensing
Party shall have until the next reporting period to remedy said
default by either i) submitting to the other Party the total amount of
Fees due with respect to such license agreement for both the previous
quarter and the current quarter; or ii) providing the other Party with
a copy of the written notice of termination of such license agreement
whereupon, subject to the assignment provisions of Section 4.9, the
other Party shall waive the Licensing Party's obligation to pay
amounts of Fees due attributable to such license agreement. In the
event the licensing Party does not remedy the non-payment as set forth
above, the other Party may exercise its rights under Section 21.2(A).
16.3. In the event that the United States and/or Israel imposes withholding
or other taxes on payments to be made hereunder, the Party making such
payment may deduct such taxes from the payments. The Party making
such payments shall send to the other Party the tax payment forms
and/or such other supporting data as may be required by the applicable
tax authority to establish that such taxes have been deducted and paid
by the Party making payment on behalf of the other Party.
Notwithstanding the foregoing, the Parties agree that any payments due
hereunder which are calculated on amounts received from each licensing
Party's Sublicensees shall be based on gross amounts due to the
licensing Party without deduction for any withholding taxes made by
such Sublicensees.
16.4. With respect to the Fees set forth herein, each licensing Party shall
keep complete and accurate records. These records shall be maintained
for a period of at least three (3) years from the date of payment,
notwithstanding the expiration or other termination of this Agreement.
Each Party shall be entitled to have an independent auditor examine
and audit not more than once a year unless the preceding audit
revealed a discrepancy, all such records and such other records and
accounts as may contain, under recognized accounting practices,
information bearing upon the amount of Fees payable hereunder. The
auditor shall be bound under an appropriate confidential disclosure
agreement to keep confidential the details of the business affairs of
the Party
26
being audited and to limit disclosure of the results of any audit only
to the sufficiency of the accounts and the amount, if any, of any
additional payment or any other payment or adjustment that should be
made. Such audit shall be performed during normal business hours at a
mutually agreed upon date and, except as set forth below, shall be
paid by the Party engaging the auditor. In the event that any errors
in payment shall be determined, such errors shall be corrected by
appropriate adjustment in payment in the fiscal quarter during which
the error is discovered. Should the amount of any such error and/or
omission exceed five percent (5%) of the total amount that should have
been paid for the audited period, the party making such error shall
reimburse the amount of such underpayment and the reasonable charges
of the auditor, and interest on the overdue amount calculated using
the prime rate published by Bank of America plus two percent (2%) from
the date of accrual of such obligation until complete payment of the
underpayment plus interest.
16.5. Unless otherwise notified in writing of a change of address, each
licensing Party shall send the Payment Reports and Fees referenced
under this section to the other Party at the following addresses:
REPORTS AND PAYMENT TO NATIONAL
National Semiconductor Corporation
0000 Xxxxxxxxxxxxx Xxxxx, M/S X0-000
Xxxxx Xxxxx, Xxxxxxxxxx 00000
Attn: Intellectual Property Group, Royalties
REPORTS AND PAYMENT TO DSP
DSP Group, Inc.
0000 Xxxxx Xxxxxxxxx
Xxxxx Xxxxx, Xxxxxxxxxx 00000
Attn: Xxxxxx Xxxx
17.0 CONFIDENTIAL INFORMATION
17.1. Each Party shall protect against the unauthorized use or disclosure of
Confidential Information of the other Party received hereunder with
the care and diligence generally exercised by the receiving Party with
respect to its own information of like importance but in no event
shall such care and diligence be less than a reasonable care and
diligence.
17.2. Notwithstanding any other provision of this Agreement, no information
received by a Party hereunder shall be Confidential Information if
said information is:
A. published or otherwise made available to the public other than by a
breach of this Agreement by the receiving Party,
27
B. received by a Party from an independent third party without any
apparent restriction on its dissemination by said third party,
C. approved for release in writing by the Party designating said
information as Confidential Information,
D. known to or independently developed by the Party receiving
Confidential Information hereunder without reference to or use of
said Confidential Information, or
E. disclosed to a third party by the Party transferring said
information hereunder without restricting its subsequent
disclosure by said third party.
17.3. Disclosure of any Confidential Information by a Party hereunder shall
not be precluded if such disclosure is required by law or is in
response to a valid order of a court or other government body of the
United States or Israel or any political subdivision thereof;
provided, however, that the receiving Party shall: (i) immediately
notify the other Party of such order and (ii) first make a good faith
effort to obtain a protective order requiring that the Confidential
Information so disclosed be used only for the purpose for which such
order was issued.
17.4. Each Party agrees that, after the announcement referenced in Section
22.3 below, each Party shall be entitled to disclose the general
nature of this Agreement, and each Party shall be entitled to
generally discuss its contractual obligations under this Agreement,
excluding any financial terms, to prospective sublicensees, but that
the terms and conditions of this Agreement shall otherwise be treated
as Confidential Information and neither Party will disclose the terms
and conditions to any third party without the prior written consent of
the other Party, provided, however, that each Party may disclose the
terms and conditions of this Agreement and Payment Reports received
pursuant to Section 16.1, to (i) legal counsel of the Parties,
accountants, and other professional advisors; (ii) in confidence to
banks, investors and other financing sources and their advisors; (iii)
in confidence, in connection with an actual or prospective merger or
acquisition or similar transaction; or (iv) as provided in Section
17.3. In addition, National may disclose the total unit sales of
Compliant Products.
17.5. DSP acknowledges that the Licensed Technology and Test Boards are
extremely sensitive information of National. Accordingly, DSP agrees
to restrict access to and use of such materials to only those
employees, agents and consultants who require access as part of
Licensee's exercise of its rights and fulfillment of its obligations
under this Agreement and who do not constitute an unreasonable risk of
unauthorized use or disclosure of the CompactRISC technology. DSP and
DSP Sublicensees may not use any Confidential Information in the
development of any product other than the Compliant Products and DSP
shall take, and DSP shall ensure that all DSP
28
Sublicensees shall take all reasonably necessary steps to ensure that
only those persons who are working on the design, development,
manufacturing or marketing of Compliant Products or otherwise have a
"need to know" in order for such DSP Sublicensee to exercise their
rights and fulfill their obligations under their license agreements
with DSP have access to or obtain any such Confidential Information.
Each Party shall, and DSP shall require all DSP Sublicensees to obtain
the execution of confidentiality agreements with its employees, agents
and consultants having access to the Confidential Information and
shall diligently enforce such agreements.
17.6. All "Confidential Information" disclosed by National pursuant to the
Confidential Disclosure Agreement executed between National and DSP
dated January 22, 1997 shall be deemed Confidential Information
pursuant to this Section 17.0.
17.7. Except as provided in Section 21.3A below, upon expiration or
termination of this Agreement, all Confidential Information and copies
thereof shall be immediately returned to the disclosing Party, except
for one archival copy which shall be used solely in the event of a
dispute concerning this Agreement.
18.0 REPRESENTATIONS AND WARRANTIES; DISCLAIMERS
18.1. The Parties hereby agree, represent and warrant to each other that
they have the full and complete right to make the license grants made
under this Agreement without the need to obtain any consents not
already obtained, and to make the transfer of information as provided
for herein. The Parties further represent and warrant that the
provisions of this Agreement and their performance thereunder do not
violate their Articles of Incorporation or their By-laws or constitute
a breach of any agreement with or contractual obligation owed to
another person.
18.2. DSP agrees, represents and warrants that [*]
18.3. National agrees, represents and warrants that [*]
-------------------
[*] Omitted pursuant to a confidential treatment request. The material has
been filed separately with the Securities and Exchange Commission.
29
[*]
18.4. National agrees, represents and warrants that [*]
18.5. [*]
-------------------
[*] Omitted pursuant to a confidential treatment request. The material has
been filed separately with the Securities and Exchange Commission.
30
19.0 INFRINGEMENT
19.1. Subject to the limitations set forth in this Section, National will
indemnify, defend and hold DSP harmless against any claim, suit or
proceeding brought against DSP, and against all damages, losses,
liabilities, and costs (including, without limitation, reasonable
attorneys' fees) arising out of or resulting from a claim that the
exercise of any right or license granted to DSP under this Agreement
(including, without limitation, the licensing of the Licensed
Technology by DSP under Section 3 and the use of the Licensed
Technology by DSP under Section 5) constitutes an infringement of any
intellectual property right enforceable in [*]. IN NO EVENT SHALL
NATIONAL'S LIABILITY UNDER THIS SECTION 19.1 WITH RESPECT TO THIRD
PARTY CLAIMS OF PATENT INFRINGEMENT EXCEED THE TOTAL AMOUNT OF FEES
PAID BY DSP TO NATIONAL UNDER THIS AGREEMENT.
19.2. Subject to the limitations set forth in this Section, National will
defend any claim, suit or proceeding brought against any DSP
Sublicensee and pay damages and costs awarded against such DSP
Sublicensee, if based on a claim that the exercise of the rights
granted to such DSP Sublicensee by DSP pursuant to this Agreement and
in accordance with the terms of this Agreement constitutes an
infringement of any intellectual property right enforceable in [*].
IN NO EVENT SHALL NATIONAL'S LIABILITY UNDER THIS SECTION 19.2 WITH
RESPECT TO THIRD PARTY CLAIMS OF PATENT INFRINGEMENT EXCEED THE TOTAL
AMOUNT OF FEES PAID BY A DSP SUBLICENSEE TO DSP AND REMITTED TO
NATIONAL PURSUANT TO THIS AGREEMENT. The Parties agree to each DSP
Sublicensee shall be an intended third party beneficiary of National's
obligations herein. In addition, upon DSP's written request, National
agrees to provide confirmation to potential DSP Sublicensees of
National's obligations to DSP Sublicensees under this section 19.2.
19.3. National's obligations under this Section 19.0 are conditioned upon
receiving prompt written notice from DSP and/or the DSP Sublicensee,
as applicable, and being given full and complete authority,
information and assistance (at National's expense) for defense of
same. National will pay damages and costs therein awarded against DSP
or the DSP Sublicensee, as applicable, but will not be responsible for
any compromise made without its written consent. In providing such
defense, or in the event that the use or sale of any Compliant Product
incorporating, embodying or based upon the Licensed Technology is held
to constitute infringement and the use or sale of such Compliant
Product is enjoined, National shall, at its sole discretion, [*]
-------------------
[*] Omitted pursuant to a confidential treatment request. The material has
been filed separately with the Securities and Exchange Commission.
31
[*]
19.4. National's defense and indemnity obligations herein do not extend to
any claim, suit or proceeding based upon an infringement or alleged
infringement of an intellectual property right by: (i) a manufacturing
process of DSP or a DSP Sublicensee; (ii) any modification of the
Licensed Technology not made by National; or (iii) the use of the
Licensed Technology or any derivatives arising out of the use of the
Licensed Technology, in combination with other equipment, technology
or software not purchased or licensed from National, provided that
such claims would not have occurred but for such process, combination,
modification or enhancement. Section 19.0 states the entire liability
of National with respect to intellectual property infringement.
20.0 LIMITATION OF LIABILITY
20.1. IN NO EVENT SHALL A PARTY BE LIABLE TO THE OTHER PARTY FOR ANY
INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES,
INCLUDING LOSS OF PROFITS, REVENUE, DATA, USE, DAMAGES FOR LOSS OF
GOODWILL, WORK STOPPAGE, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR
LOSSES, INCURRED BY THE OTHER OR ANY THIRD PARTY IN CONNECTION WITH
THIS AGREEMENT OR THE USE OF THE LICENSED TECHNOLOGY, NO MATTER WHAT
THEORY OF LIABILITY, AND EVEN IF EITHER PARTY HAS BEEN ADVISED OF THE
POSSIBILITY OR PROBABILITY OF SUCH DAMAGES.
20.2. Excluding National's liability under Sections 19.1 and 19.2 and
excluding any liability resulting from National's breach of Section
17.0, in no event shall National's liability for claims relating to
this Agreement exceed the sum of the amount of i) Fees paid by DSP to
National hereunder; and ii) Fees due and payable by National to DSP
hereunder as of the date of such claim.
20.3. Excluding any liability resulting from DSP's breach of Section 17.0,
in no event shall DSP's liability for claims relating to this
Agreement exceed the sum of the amount of i) Fees paid by DSP to
National hereunder; and ii) Fees due and payable by DSP to National
hereunder as of the date of such claim.
20.4. The Licensed Technology is not designed or licensed for use in the
design, development, manufacture or distribution of software used in
or in connection with critical components in life support devices or
systems. National disclaims any express or implied warranty of fitness
for such uses. DSP agrees that it will not use or license the
Licensed Technology for such purposes, and that it will ensure that
DSP, DSP Sublicensees and their
-------------------
[*] Omitted pursuant to a confidential treatment request. The material has
been filed separately with the Securities and Exchange Commission.
32
respective customers and end users of the Licensed Technology are
provided with a copy of the foregoing notice. For the purpose of this
Section 20.3, incorporation of a notice in the data sheets for
Compliant Products shall be considered adequate notice.
21.0 TERM AND TERMINATION
21.1. TERM. This Agreement shall begin on the Effective Date and shall
continue for a period of [*] ([*]) years, or until terminated as
provided below.
21.2. TERMINATION. This Agreement may be terminated for cause, in whole or
part, at any time by one Party sending a written notice to the other
Party of its election to terminate, which notice specifies the reason
for the termination. A right to terminate hereunder shall arise upon
the happening of any one or more of the following events:
A. [*] ([*]) days after receipt of written notice from a Party in the
event the licensing Party fails to [*];
B. Upon [*] ([*]) days written notice in the event either Party fails
to [*] and such failure is not corrected within the [*] ([*]) day
notice period;
C. Upon written notice upon any action by [*]; or
D. Upon written notice in the event that [*].
21.3. EFFECT OF EXPIRATION OR TERMINATION.
A. In the event of expiration or termination of this Agreement, DSP
shall promptly destroy or deliver to National all materials
comprising, incorporating or using any Licensed Technology,
Confidential Information, or National Intellectual Property
Rights except that DSP may retain one copy of the Licensed
Technology solely in order to perform its obligations to provide
support and maintenance to DSP Sublicensees and National
Sublicensees.
-------------------
[*] Omitted pursuant to a confidential treatment request. The material has
been filed separately with the Securities and Exchange Commission.
33
DSP shall provide National with a written statement certifying
that DSP has complied with the foregoing obligations.
B. Except as provided below, all rights and licenses granted by one
Party to the other shall terminate upon such expiration or
termination, except that (i) if DSP terminates this Agreement
pursuant to Section 21.2, any licenses to the Licensed Technology
and Test Boards granted to DSP itself shall survive termination;
(ii) any licenses granted by a Party to a third party pursuant to
Sections 6.0 and 7.0 prior to the effective date or expiration or
termination shall survive and continue; and (iii) any licenses
granted by DSP to DSP Sublicensees prior to the effective date of
expiration or termination and National's rights as a third party
beneficiary thereof shall survive and continue provided, however,
that DSP shall have no further right to license the Licensed
Technology upon termination or expiration. The Parties' rights
and obligations under Sections 2.3, 4.2 (for the quarter
immediately following termination or expiration), 5.1, 5.2 -5.5
if applicable, 8.0, 10.0 and 17.0 through 22.0 shall survive any
expiration or termination. In addition, with respect to Sections
6.0, 7.0, 13.0, 14.0 and 15.0, i) the rights of the Party
terminating this Agreement shall survive and its corresponding
obligations under said Sections shall terminate; ii) the rights
of the non-terminating Party under said Sections shall terminate
and its corresponding obligations under said Sections shall
survive; and iii) the rights and obligations of both Parties
under such Sections shall survive upon natural expiration of this
Agreement.
21.4. NO LIABILITY FOR LAWFUL TERMINATION. Neither Party shall have the
right to recover damages or to indemnification of any nature, whether
by way of lost profits, expenditures for promotion, payment for
goodwill or otherwise made in connection with the business
contemplated by this Agreement due to the permitted or lawful
termination of this Agreement. EACH PARTY WAIVES AND RELEASES THE
OTHER FROM ANY CLAIM TO COMPENSATION OR INDEMNITY FOR TERMINATION OF
THE BUSINESS RELATIONSHIP UNLESS TERMINATION IS IN MATERIAL BREACH OF
THIS AGREEMENT.
21.5. NO WAIVER. The failure of either Party to enforce any provision of
this Agreement shall not be deemed a waiver of that provision. The
rights of the Parties under this Section 21.0 are in addition to any
other rights and remedies permitted by law or under this Agreement.
21.6. IRREPARABLE HARM. The Parties acknowledge and agree that breach of
Sections 2.4, 4.1, 17.0, 20.4 and 22.9 may cause irreparable harm and
continuing damage to National, for which there will be no adequate
remedy at law. Accordingly, they agree that each Party will be
entitled to seek injunctive relief and/or a decree of specific
performance, and such other relief as may be proper.
34
22.0 MISCELLANEOUS
22.1. NOTICES. All notices required or permitted to be given hereunder
shall be in writing and shall be valid and sufficient if dispatched by
registered or certified mail, postage prepaid, in any post office of
the country where mailed, addressed as follows. Either Party may
change its address by a notice given to the other Party in the manner
set forth above. Notices given as herein provided shall be considered
to have been given and delivered upon receipt.
If to DSP:
DSP Group, Inc.
0000 Xxxxx Xxxxxxxxx
Xxxxx Xxxxx, Xxxxxxxxxx 00000
Attn: Xxxxxx Xxxx
cc: DSP Semiconductors, Ltd.
0 Xxxxxxx Xxxxxx
Xxxxxxxx pituach 00000
XXXXXX
Attn: Xxxx Xxxxxxxx
If to National:
NATIONAL SEMICONDUCTOR CORPORATION
0000 Xxxxxxxxxxxxx Xxxxx
M/S 00-000
Xxxxx Xxxxx, XX 00000-0000
Attn: General Counsel
cc: NATIONAL SEMICONDUCTOR CORPORATION
0000 Xxxxxxxxxxxxx Xxxxx, X/X X-0 000
Xxxxx Xxxxx, XX 00000
Attn: Cores Technology Unit
22.2. ASSIGNMENT. Neither this Agreement nor any right or obligation
hereunder is assignable or delegable in whole or in part, whether by
operation of law or otherwise, by either Party without the express
written consent of other Party except that DSP acknowledges that
National may assign this Agreement to any entity which controls, is
controlled by, or is under common control with National, or to any
entity resulting from the merger or consolidation with or
reorganization of National provided that National remains the
guarantor of its obligations under this Agreement. Furthermore,
subject to DSP's right of first refusal as set forth in Section 4.5
above, National may assign this Agreement to any third which acquires
from National all or substantially all of the Licensed Technology
without DSP's written consent. This Agreement shall
35
inure to the benefit of, and shall be binding upon, the Parties and
their respective permitted successors and assigns.
22.3. PUBLICITY. The Parties shall announce the existence of their
relationship and this Agreement at a time to be mutually determined,
but in any event within sixty (60) days of the Effective Date.
Neither Party shall unreasonably withhold its consent to a proposed
announcement time. The Parties further agree that after such
announcement, each Party may list DSP as a licensor of the Licensed
Technology. Any publicity regarding the subject matter of this
Agreement shall be jointly planned and coordinated by the Parties.
Except as provided in Section 17.4 or as otherwise expressly provided
in this Agreement, neither Party shall publicize or otherwise disclose
the terms of this Agreement without the prior written approval of the
other Party.
22.4. EMPLOYEES. It is understood and agreed that in no event shall an
employee of one Party be considered for any purpose an employee of the
other Party. To the extent this Agreement involves work by one Party
on the premises of the other Party, the visiting Party shall take all
necessary precautions to prevent the occurrence of any injury to
persons or property during the progress of such work and, except to
the extent that any injury is caused by negligence of the host Party,
said visiting Party shall indemnify the host Party against all losses
which are caused by any negligent act or omission of the visiting
Party, its agents, employees or subcontractors, and the visiting Party
shall maintain such public liability, property damage and employer's
liability compensation insurance as will protect the host Party from
risks and from claims under any applicable worker's compensation or
occupational disease acts. Each Party shall instruct and require
their respective visiting employees to observe and obey all rules,
policies and procedures in effect at the facilities of the other Party.
22.5. DISCLAIMER OF AGENCY. DSP is not authorized to make any
representation or warranty on behalf of National to any third party.
The relationship created hereby is that of licensor and licensee and
the Parties hereby acknowledge and agree that nothing herein shall be
deemed to constitute DSP as a franchisee of National. DSP hereby
waives the benefit of any state or federal statutes dealing with the
establishment and regulation of franchisees.
22.6. SEVERABILITY. If any provision of this Agreement is for any reason
found to be ineffective, unenforceable or illegal, such condition
shall not affect the validity or enforceability of any of the
remaining portions hereof; provided, further, that the Parties shall
negotiate in good faith to replace any ineffective, unenforceable or
illegal provision with an effective replacement as soon as is
practical.
22.7. FORCE MAJEURE. Neither Party shall be liable in damages or have the
right to cancel for any delay or default in performing hereunder if
such delay or default is caused by conditions beyond the control of
the delaying or
36
defaulting Party, including but not limited to acts of God, government
restrictions, continuing domestic or international problems such as
wars or insurrections, strikes, fires, floods, work stoppages and
embargoes; provided, however, that either Party shall have the right
to terminate this Agreement upon thirty (30) days prior written notice
if the delay or default of the other Party due to any of the
above-mentioned causes continues for a period of six (6) months.
22.8. COUNTERPART ORIGINALS. This Agreement is being executed
simultaneously in two (2) counterparts, each of which shall be deemed
an original but both of which together constitute one and the same
instrument.
22.9. EXPORT CONTROL. The Parties shall comply with any and all export
regulations and rules now in effect or as may be issued from time to
time by the Bureau of Export Administration of the United States
Department of Commerce or any other federal governmental authority
which has jurisdiction relating to the export of technology from the
United States of America in connection with this Agreement. National
shall provide DSP with reasonable assistance in complying with such
regulations and rules. Without limiting the generality of the
foregoing, National agrees to use reasonable efforts to file an
application with the Bureau of Export Administration for the
classification of the Licensed Technology. National shall provide DSP
with a copy of any information received from the Office of Export
Administration regarding such application however such information is
provided solely for DSP's reference and shall not be deemed in any
respect as counsel or advice by National to DSP of any export
requirements or as a waiver of DSP's obligations under this Agreement.
It is a requirement of DSP to comply with any classification and
export/reexport requirements with respect to the Licensed Technology
and any direct product thereof. The obligations under this Section
22.9 shall survive any expiration or termination of this Agreement.
22.10. GOVERNING LAW. This Agreement and the performance of the Parties
hereunder shall be construed in accordance with and governed by the
laws of the State of California without giving effect to its choice of
law provisions. The Parties agree that California shall have
non-exclusive jurisdiction to determine the validity, construction and
performance of this Agreement and the legal relations between the
Parties.
22.11. EFFECT OF HEADINGS. The headings and sub-headings contained herein
are for information purposes only and shall have no effect upon the
intended purpose or interpretation of the provisions of this Agreement.
22.12. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement and
understanding between the Parties and integrates all prior discussions
and proposals (whether oral or written) between them related to the
subject matter hereof. No modification of any of the terms of this
Agreement shall be valid unless in writing and signed by a duly
authorized officer of each Party.
37
IN WITNESS WHEREOF, the Parties have had this Agreement
executed by their respective authorized officers on the date written
below.
By and on behalf of: By and on behalf of:
NATIONAL SEMICONDUCTOR CORPORATION DSP GROUP, INC.
BY: /s/ XXXX XXXXXXXX BY: /s/ XXX XXXXXX
ITS: Senior VP & General Manager,
Personal Systems Group ITS: President & CEO
DATE: 10/3/97 DATE: 10/30/97
DSP SEMICONDUCTORS, LTD.
BY /s/ XXXX XXXXXX
ITS: Chairman of the Board
DATE 10/30/97
38
EXHIBIT A
LICENSED TECHNOLOGY
The codes in the following tables shall have the meaning set forth below:
"S" Synthesizable or source item that DSP may provide to a DSP Sublicensee
in original format
"B" Binary or object only "NA" Not available
"T" Transferable by DSP to a DSP Sublicensee
"NT" Not transferable by DSP to a DSP Sublicensee
"C" Confidential
"NC" Non-confidential
CR 16B CORE
ITEM CODES DESCRIPTION
[*] [*] [*] [*] [*]
[*] [*] [*] [*] [*]
[*] [*] [*] [*] [*]
For the CR16B Core, the model will be available in SYNTHESIZEABLE VERILOG-XL HDL
on Sun/SPARC. [*] The HDL model shall include the full functionality of the
CompactRISC technology and have been validated on test patterns prior to
release.
Since cell libraries are manufacturing process specific, the verilog models and
synopsis scripts of the Licensed Technology are provided without the cell
libraries that were used to create the models. Modification is required by
customers/users for their individual processes and cell libraries.
-------------------
[*] = Omitted pursuant to a confidential treatment request. The material has
been filed separately with the Securities and Exchange Commission.
1
CR 16B BASE MEGACELL MODULES
ITEM CODES DESCRIPTION
[*] [*] [*] [*] [*]
[*] [*] [*] [*] [*]
[*] [*] [*] [*] [*]
[*] [*] [*] [*] [*]
[*] [*] [*] [*] [*]
[*] [*] [*] [*] [*]
[*] [*] [*] [*] [*]
CR16B TEST SUITE
ITEM CODES DESCRIPTION
[*] [*] [*] [*] [*]
[*] [*] [*] [*] [*]
CR16B TOOLS
ITEM CODES DESCRIPTION
CR16-SWW-XXX NC T B Workgroup License (5 seats) for Tools.
The Tools are provided on CD-ROM, with a complete set of instruction manuals in
PDF format. The only manuals printed on paper are the Introduction and
Programmer's Reference Manual. All other manuals can be printed from the CD-ROM.
The Licensee is authorized to print as many copies of the manuals as required
for internal use only.
-------------------
[*] = Omitted pursuant to a confidential treatment request. The material has
been filed separately with the Securities and Exchange Commission.
2
ITEM CODES DESCRIPTION
[*] [*] [*] [*] [*]
[*] [*] [*] [*] [*]
[*] [*] [*] [*] [*]
[*] [*] [*] [*] [*]
[*] [*] [*] [*] [*]
[*] [*] [*] [*] [*]
[*] [*] [*] [*] [*]
[*] [*] [*] [*] [*]
[*] [*] [*] [*] [*]
[*] [*] [*] [*] [*]
[*] [*] [*] [*] [*]
[*] [*] [*] [*] [*]
[*] [*] [*] [*] [*]
[*] [*] [*] [*] [*]
[*] [*] [*] [*] [*]
[*] [*] [*] [*] [*]
[*] [*] [*] [*] [*]
[*] [*] [*] [*] [*]
[*] [*] [*] [*] [*]
[*] [*] [*] [*] [*]
[*] [*] [*] [*] [*]
-------------------
[*] = Omitted pursuant to a confidential treatment request. The material has
been filed separately with the Securities and Exchange Commission.
3
EXHIBIT B
TEST CHIP AND TEST BOARD
The codes in the following tables shall have the meaning set forth below:
"S" Synthesizable or source item that DSP may provide to a DSP Sublicensee
in original format.
"B" Binary or object only
"T" Transferable by DSP to a DSP Sublicensee
"NT" Not transferable by DSP to a DSP Sublicensee
"C" Confidential Material
"NC" NON-Confidential Material
ITEM CODES DESCRIPTION
TEST CHIP C NT B CompactRISC chip that runs the Core Verification
Programs
TEST CHIP C T S Defines the features and functions required for
SPECIFICATION testing compatibility of the CompactRISC core
architecture providing examples of basic verification
environment.
TEST BOARD C T S Compliance testing board for use
in testing the accuracy of a port of CompactRISC
Technology to a specific process. Includes test
scripts to be downloaded to the Test Chip verified.
4
EXHIBIT C
DELIVERY SCHEDULE
The codes in the following tables shall have the meaning set forth below:
"S" Synthesizable or source item that DSP may provide to a DSP Sublicensee
in original format.
"B" Binary or object only
"NA" Not available
"T" Transferable by DSP to a DSP Sublicensee
"NT" Not transferable by DSP to a DSP Sublicensee
"LT" Shown previously in "Licensed Technology" - Exhibit A & B.
"C" Confidential Material.
"NC" NON-Confidential Material.
WHO
ITEM DESCRIPTION CODES DELIVERS WHEN
[*] [*] [*] [*] [*] [*] [*]
[*] [*] [*] [*] [*] [*]
[*] [*] [*] [*] [*] [*] [*]
[*] [*] [*] [*] [*] [*] [*]
[*] [*] [*] [*] [*] [*] [*]
[*] [*] [*] [*] [*] [*] [*]
[*] [*] [*] [*] [*] [*] [*]
-------------------
[*] = Omitted pursuant to a confidential treatment request. The material has
been filed separately with the Securities and Exchange Commission.
5
EXHIBIT D
SUBLICENSE FEES
I. CR16B SUBLICENSE FEES PAYABLE BY DSP TO NATIONAL
Subject to the provisions set forth in Section 5.3, for each license to a CR16B
Core granted by DSP to a DSP Sublicensee, DSP shall pay to National a Sublicense
Fee, which shall be equal to [*]:
A. the [*] sublicense fee in accordance with the table set forth below:
CUMULATIVE NUMBER OF [*] SUBLICENSE FEE
CR16B CORES LICENSED PER CR16B CORE SUBLICENSE
[*] $[*]
[*] $[*]
[*] $[*]
[*] or more $[*]
[*]
B. [*] percent ([*]%) of the License Charges payable by each DSP
Sublicensee to DSP.
II. CR16B SUBLICENSE FEES PAYABLE BY NATIONAL TO DSP
Subject to the provisions set forth in Section 2.3 and 5.3, for each license to
a CR16B Core granted by National to a National Sublicensee, National shall pay
to DSP a Sublicense Fee which shall be equal to [*]:
A. the [*] sublicense fee in accordance with the table set forth below:
CUMULATIVE NUMBER OF [*] SUBLICENSE FEE
CR16B CORES LICENSED PER CR16B CORE SUBLICENSE
[*] $[*]
[*] $[*]
[*] $[*]
[*] or more $[*]
[*]
B. [*] percent ([*]%) of the License Charges payable by each National
Sublicensee to National.
-------------------
[*] = Omitted pursuant to a confidential treatment request. The material has
been filed separately with the Securities and Exchange Commission.
6
EXHIBIT E
SUPPORT FEES
I. SUPPORT FEES PAYABLE BY DSP TO NATIONAL
Subject to the provisions set forth in Section 5.3, for each license to a
CompactRISC Core granted by DSP to a DSP Sublicensee, DSP shall pay to
National an annual Support Fee for [*] which shall be equal to [*]:
A. the [*] annual support fee of $[*] per licensed CompactRISC Core; [*]
B. [*] percent ([*]%) of the Support Charges payable by each DSP
Sublicensee to DSP.
Thereafter, DSP shall be required to pay an annual Support Fee only if DSP
is entitled to receive Support Charges from the applicable DSP Sublicensee.
In such event, DSP shall be required to pay [*] percent ([*]%) of the
Support Charges payable by each DSP Sublicensee to DSP on an annual basis.
II. SUPPORT FEES PAYABLE BY NATIONAL TO DSP
Subject to the provisions set forth in Section 2.3 and 5.3, for each
license to a CompactRSIC Core granted by National to a National
Sublicensee, National shall pay to DSP an annual Support Fee for [*] which
shall be equal to [*]:
A. the [*] annual support fee of $[*] per licensed CompactRISC Core; [*]
B. [*] percent ([*]%) of the Support Charges payable by each National
Sublicensee to National.
Thereafter, National shall be required to pay an annual Support Fee only if
National is entitled to receive Support Charges from the applicable
National Sublicensee. In such event, National shall be required to pay [*]
percent ([*]%) of the Support Charges payable by each National Sublicensee
to National on an annual basis.
-------------------
[*] = Omitted pursuant to a confidential treatment request. The material has
been filed separately with the Securities and Exchange Commission.
7
EXHIBIT F
ROYALTIES
I. CR16B ROYALTIES PAYABLE BY DSP TO NATIONAL
Subject to the provisions set forth in Section 5.3, for each license to a
CR16B Core granted by DSP to a DSP Sublicensee, DSP shall pay to National
Royalties, which shall be equal to [*]:
A. [*] percent ([*]%) of the actual royalty payable to DSP pursuant to
such license; [*]
B. the [*] of the applicable [*] royalty
i) based upon the [*] for the cumulative volume of Compliant
Products Sold containing the CR16B Core, multiplied by the
number of CR16B Compliant Cores within Compliant Products Sold
during the subject fiscal quarter; [*]
ii) based upon the [*] Dollar Cap per CR16B Compliant Core for the
cumulative volume of Compliant Products Sold containing the
CR16B Core, multiplied by the number of CR16B Compliant Cores
within Compliant Products Sold during the subject fiscal
quarter.
[*]
C. the applicable [*] royalty based upon the [*] Dollar Amount per
CR16B Compliant Core for the cumulative volume of Compliant
Products Sold containing the CR16B Core, multiplied by the number
of CR16B Compliant Cores within Compliant Products Sold during the
subject fiscal quarter.
Cumulative Volume
of Compliant
Products Sold Percentage of [*] Dollar
Containing CR16B ASP [*] Dollar Cap Amount
[*] [*]% $[*] $[*]
[*] [*]% $[*] $[*]
[*] [*]% $[*] $[*]
[*] [*]% $[*] $[*]
-------------------
[*] = Omitted pursuant to a confidential treatment request. The material has
been filed separately with the Securities and Exchange Commission.
8
II. CR16B ROYALTIES PAYABLE BY NATIONAL TO DSP
Subject to the provisions set forth in Section 2.3 and 5.3, for each
license to a CR16B Core granted by National to a National Sublicensee,
National shall pay to DSP Royalties, which shall be equal to [*]:
A. [*] percent ([*]%) of the actual royalty payable to National
pursuant to such license; [*]
B. the [*] of the applicable [*] royalty
i) based upon the [*] for the cumulative volume of Compliant
Products Sold containing the CR16B Core, multiplied by the
number of CR16B Compliant Cores within Compliant Products Sold
during the subject fiscal quarter; [*]
ii) based upon the [*] Dollar Cap per CR16B Compliant Core for the
cumulative volume of Compliant Products Sold containing the
CR16B Core, multiplied by the number of CR16B Compliant Cores
within Compliant Products Sold during the subject fiscal
quarter.
[*]
C. the applicable [*] royalty based upon the [*] Dollar Amount per
CR16B Compliant Core for the cumulative volume of Compliant
Products Sold containing the CR16B Core, multiplied by the number
of CR16B Compliant Cores within Compliant Products Sold during the
subject fiscal quarter.
CUMULATIVE
VOLUME OF
COMPLIANT
PRODUCTS SOLD PERCENTAGE [*] DOLLAR
CONTAINING CR16B OF ASP [*] DOLLAR CAP AMOUNT
[*] [*]% $[*] $[*]
[*] [*]% $[*] $[*]
[*] [*]% $[*] $[*]
[*] [*]% $[*] $[*]
-------------------
[*] = Omitted pursuant to a confidential treatment request. The material has
been filed separately with the Securities and Exchange Commission.
9
EXHIBIT G
ADDITIONAL TERMS FOR LICENSING [*] CORE
SUBLICENSE FEES
I [*] SUBLICENSE FEES PAYABLE BY DSP TO NATIONAL
Subject to the provisions set forth in Section 5.3, for each license to a
[*] Core granted by DSP to a DSP Sublicensee, DSP shall pay to National a
Sublicense Fee, which shall be equal to [*]:
A. the [*] sublicense fee in accordance with the table set forth below:
CUMULATIVE NUMBER OF [*] SUBLICENSE FEE
[*] CORES LICENSED PER [*] CORE SUBLICENSE
[*] $[*]
[*] $[*]
[*] $[*]
[*] or more $[*]
[*]
B. [*] percent ([*]%) of the License Charges payable by each DSP
Sublicensee to DSP.
II. [*]SUBLICENSE FEES PAYABLE BY NATIONAL TO DSP
Subject to the provisions set forth in Section 2.3 and 5.3, for each
license to a [*] Core granted by National to a National Sublicensee,
National shall pay to DSP a Sublicense Fee which shall be equal to [*]:
A. the [*] sublicense fee in accordance with the table set forth below:
CUMULATIVE NUMBER OF [*] SUBLICENSE FEE
[*] CORES LICENSED PER [*] CORE SUBLICENSE
[*] $[*]
[*] $[*]
[*] $[*]
[*] or more $[*]
[*]
B. [*] percent ([*]%) of the License Charges payable by each National
Sublicensee to National.
-------------------
[*] = Omitted pursuant to a confidential treatment request. The material has
been filed separately with the Securities and Exchange Commission.
10
ROYALTIES
I. [*] ROYALTIES PAYABLE BY DSP TO NATIONAL
Subject to the provisions set forth in Section 5.3, for each license to a
[*] Core granted by DSP to a DSP Sublicensee, DSP shall pay to National
Royalties, which shall be equal to [*]:
A. [*] percent ([*]%) of the actual royalty payable to DSP pursuant to
such license; [*]
B. the [*] of the applicable [*] royalty
i) based upon the [*] for the cumulative volume of Compliant
Products Sold containing the [*] Core, multiplied by the number
of [*] Compliant Cores within Compliant Products Sold during
the subject fiscal quarter; [*]
ii) based upon the [*] Dollar Cap per [*] Compliant Core for the
cumulative volume of Compliant Products Sold containing the [*]
Core, multiplied by the number of [*] Compliant Cores within
Compliant Products Sold during the subject fiscal quarter.
[*]
C. the applicable [*] royalty based upon the [*] Dollar Amount per [*]
Compliant Core for the cumulative volume of Compliant Products Sold
containing the [*] Core, multiplied by the number of [*] Compliant
Cores within Compliant Products Sold during the subject fiscal
quarter.
CUMULATIVE
VOLUME OF
COMPLIANT
PRODUCTS SOLD PERCENTAGE OF [*] DOLLAR [*] DOLLAR
CONTAINING [*] ASP CAP AMOUNT
[*] [*]% $[*] $[*]
[*] [*]% $[*] $[*]
[*] [*]% $[*] $[*]
[*] [*]% $[*] $[*]
-------------------
[*] = Omitted pursuant to a confidential treatment request. The material has
been filed separately with the Securities and Exchange Commission.
11
II. [*] ROYALTIES PAYABLE BY NATIONAL TO DSP
Subject to the provisions set forth in Section 2.3 and 5.3, for each
license to a [*] Core granted by National to a National Sublicensee,
National shall pay to DSP Royalties, which shall be equal to [*]:
A. [*] percent ([*]%) of the actual royalty payable to National
pursuant to such license; [*]
B. the [*] of the applicable [*] royalty
i) based upon the [*] for the cumulative volume of Compliant
Products Sold containing the [*] Core, multiplied by the number
of [*] Compliant Cores within Compliant Products Sold during
the subject fiscal quarter; [*]
ii) based upon the [*] Dollar Cap per [*] Compliant Core for the
Cumulative volume of Compliant Products Sold containing the [*]
Core, multiplied by the number of [*] Compliant Cores within
Compliant Products Sold during the subject fiscal quarter.
[*]
C. the applicable [*] royalty based upon the [*] Dollar Amount per [*]
Compliant Core for the cumulative volume of Compliant Products Sold
containing the [*] Core, multiplied by the number of [*] Compliant
Cores within Compliant Products Sold during the subject fiscal
quarter.
CUMULATIVE
VOLUME OF
COMPLIANT
PRODUCTS SOLD PERCENTAGE [*] DOLLAR [*] DOLLAR
CONTAINING [*] OF ASP CAP AMOUNT
[*] [*]% $[*] $[*]
[*] [*]% $[*] $[*]
[*] [*]% $[*] $[*]
[*] [*]% $[*] $[*]
-------------------
[*] = Omitted pursuant to a confidential treatment request. The material has
been filed separately with the Securities and Exchange Commission.
12
EXHIBIT H
PAYMENT REPORT FORM
QUARTERLY REPORT FOR QUARTER ENDING */*/*
Units Payment Per Unit
Sales Shipped ASP ($/units) Method of Fee to: Charge Payment
Name Desc. Revenue ($) (units) or Fee Calculation ____: ($u) (u*$u)
---- ----- ----------- ------- ------------- ------------- ------- -------- -------
License
CR16B
Customer Sublicense Fee
A
Support Fee
Royalties
Tools
Total
License
CR32B
Customer A Sublicense Fees
Support Fees
Royalties
Tools
Total
TOTAL $
13
EXHIBIT H
SAMPLE PAYMENT REPORT
(DSP REPORTING TO NATIONAL)
Quarterly Report for Quarter Ending */*/*
Name Desc. Sales Revenue Units Shipped ASP ($/units) Method of Fee Payment Per Unit Payment
($) (units) of Fee Calculation to: Charge ($u) (u*$u)
National:
License [*] [*] [*] [*] [*] [*] [*]
Customer CR16B Royalty [*] [*] [*] [*] [*] [*] [*]
A
[*] Royalty [*] [*] [*] [*] [*] [*] [*]
Support [*] [*] [*] [*] [*] [*] [*]
Quarterly
Tools [*] [*] [*] [*] [*] [*] [*]
Total A [*]
License [*] [*] [*] [*] [*] [*] [*]
Customer B CR16B Royalty [*] [*] [*] [*] [*] [*] [*]
Support Yearly [*] [*] [*] [*] [*] [*] [*]
Tools [*] [*] [*] [*] [*] [*] [*]
Total B [*]
New C [*] License [*] [*] [*] [*] [*] [*] [*]
Royalties [*] [*] [*] [*] [*] [*] [*]
Support [*] [*] [*] [*] [*] [*] [*]
Tools [*] [*] [*] [*] [*] [*] [*]
Total C [*]
Total to [*]
NCS
-------------------
[*] = Omitted pursuant to a confidential treatment request. The material has
been filed separately with the Securities and Exchange Commission.
14
EXHIBIT I
NEW LICENSEE NOTIFICATION
Support Prepaid Cumulative % of
Name Core Licensed License Charges Charges Royalties Volume ASP Cap Minimum
Customer
Name
-------------------------------------
-------------------------------------
-------------------------------------
Payment Terms and Conditions: (For example: License Fee to be paid in a lump
sum; Sublicensee paid 2 years of support in lump sum; No prepaid royalties)
15
EXHIBIT J
ADDITIONAL TRAINING RATES
Scheduled Training in Santa Clara, California
There are pre-scheduled training sessions every [*]. The training is given at
the National's Santa Clara, California, facilities.
$[*] per person maximum of [*] persons per session of a 2-3 days. If number of
participant is less then 6 persons session will be canceled.
Specially Scheduled Training Sessions
These are individual or emergency training sessions for specific business units
and customers. Cost is $[*] for 1 to [*] people. Travel expenses if done out
side the Santa Clara, California, facilities are done at cost. An extra $[*]
will be added for sessions to be handled outside the US.
National reserves the right to change the above rates without prior written
notice.
-------------------
[*] = Omitted pursuant to a confidential treatment request. The material has
been filed separately with the Securities and Exchange Commission.
16
EXHIBIT K
ADDITIONAL SUPPORT AND MAINTENANCE RATES
The following are National's standard rates for support and maintenance services
in effect as of the Effective Date. The rates are subject to change without
notice.
Engineering/Support
All rates are based on man/hour rates, both on-site and during travel. All
travel, accommodations and other expenses will be billed at a reasonable
rate.
1. Applications Engineer $[*]
2. Senior Engineer/Manager $[*]
Note: There is a minimum of 8 hours of billable time per each
service/support request.
-------------------
[*] = Omitted pursuant to a confidential treatment request. The material has
been filed separately with the Securities and Exchange Commission.
17
EXHIBIT L
EXCLUDED NATIONAL SUBLICENSEES
[*]
-------------------
[*] = Omitted pursuant to a confidential treatment request. The material has
been filed separately with the Securities and Exchange Commission.
18
EXHIBIT M
NATIONAL INTELLECTUAL PROPERTY RIGHTS
PATENTS
5,566,308 Processor Core Which Provides a Linear Extension of an Addressable
Memory Space
INVENTIONS
[*]
COPYRIGHTS
Copyright on all Licensed Technology listed in Exhibit A, whether delivered as
any form of software code or in printed form owned by National and/or its
licensors.
-------------------
[*] = Omitted pursuant to a confidential treatment request. The material has
been filed separately with the Securities and Exchange Commission.
19
EXHIBIT N
END USER LICENSE
NAME OF DSP SUBLICENSEE ("LICENSOR") IS WILLING TO LICENSE THE SOFTWARE
INCORPORATED IN THIS PRODUCT TO YOU ("LICENSEE") ONLY UPON THE CONDITION THAT
YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS LICENSE AGREEMENT. READ THE TERMS
AND CONDITIONS OF THIS AGREEMENT CAREFULLY BEFORE OPENING AND USING THE PRODUCT.
BY OPENING AND/OR USING THE PRODUCT, YOU AGREE TO THE TERMS AND CONDITIONS OF
THIS AGREEMENT. IF YOU ARE NOT WILLING TO BE BOUND BY THIS AGREEMENT, RETURN THE
PRODUCT UNUSED WITHIN FIFTEEN (15) DAYS OF RECEIPT. UPON SUCH RETURN, YOU WILL
RECEIVE A REFUND OF THE LICENSE FEE PAID, IF ANY.
1. LICENSE GRANT
Licensee is granted a nontransferable, nonexclusive, license to use the software
identified on Exhibit A ("Software") at the location(s) identified on Exhibit A
under the following terms and conditions. Licensee may use the Software on any
one computer at one time except that the Software may be executed from a common
disc shared by multiple CPUs provided that one authorized copy of the Software
has been licensed from Licensor for each CPU executing the Software. Licensee
may make one (1) copy of the Software for back-up and archival purposes only.
Licensee may modify and compile the source code of the Software solely for the
purpose of integrating the Software into the Licensee's software development
tools suite. Except as provided above, Licensee shall have no right to (i)
modify the Software; (ii) sell, supply or otherwise distribute the Software in
any form; or (iii) reverse engineer, de-compile or disassemble the Software, in
whole or in part.
The Software is not designed or licensed for use in the design, development,
manufacture or distribution of software used in or in connection with critical
components in life support devices or systems.
The Software is the property of Licensor and/or its licensors. Other than the
limited license rights granted in this Agreement, Licensee acquires no right,
title or interest in or to the Software.
2. COPYRIGHTS AND TRADEMARKS
Licensee shall reproduce and apply any copyright or other proprietary rights
notices included on or embedded in the Software to any copies of the Software in
whole or in part, in any form. Licensee shall have no right to use any of the
trademarks or trade names appearing within the Software absent a separate
written agreement between Licensee, Licensor and Licensor's licensors if
applicable.
20
3. TERM AND TERMINATION
This Agreement is effective from the date Licensee breaks the seal preventing
access to the Software and will remain in force until terminated. Licensee may
terminate this Agreement at any time by returning the Software, including any
documentation, to Licensor. This Agreement will terminate immediately without
notice from Licensor if Licensee fails to comply with any provisions of this
Agreement. Upon termination of this Agreement, use of all Software by Licensee
shall be immediately discontinued, the Agreement and all rights granted
hereunder shall cease, and Licensee shall return or certify the destruction of
all copies of the Software including any documentation to Licensor.
4, LIMITED WARRANTY
Licensor warrants that the disks containing the Software shall be free from
defects in materials and workmanship under normal use for a period of ninety
(90) days from the date of delivery. Any written or oral information or advice
given by Licensor, its distributors, agents or employees will in no way increase
the scope of this warranty. Licensor's entire liability and the Licensee's
exclusive remedy will be, at Licensor's sole option, to replace the disk or
refund to Licensee the amounts paid by Licensee for the Software, if any. Any
replacement disks will be warranted for the remainder of the original warranty
period or thirty (30) days, whichever is the longer. Licensee agrees that the
supply of the Software does not include updates and upgrades, which may be
available from Licensor under a separate support agreement.
THE ABOVE WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER
EXPRESS OR IMPLIED INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. THE
SOFTWARE DOES NOT CONSTITUTE "CONSUMER GOODS' FOR THE PURPOSES OF THE LAWS OR
REGULATIONS OF ANY GOVERNMENTAL, REGULATORY OR SIMILAR AUTHORITY.
5. LIMITATION OF LIABILITY
IN NO EVENT WILL LICENSOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE,
SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST REVENUES, DATA, OR PROFITS
RELATING TO THIS LICENSE, INCLUDING BUT NOT LIMITED TO ANY DAMAGES RESULTING
FROM ITS PERFORMANCE, FAILURE TO PERFORM, OR THE FURNISHING, PERFORMANCE OR USE
OF THE SOFTWARE, WHETHER DUE TO BREACH OF CONTRACT, BREACH OF WARRANTY, OR
NEGLIGENCE EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OR PROBABILITY
OF SUCH DAMAGES. THE MAXIMUM LIABILITY OF LICENSOR SHALL BE LIMITED TO REFUNDING
LICENSEE THE FEE PAID BY LICENSEE FOR THE SOFTWARE, IF ANY. THE FOREGOING
LIMITATIONS SHALL APPLY EVEN IF THE ABOVE STATED WARRANTY FAILS OF ITS ESSENTIAL
PURPOSE.
21
6. CONFIDENTIAL INFORMATION
The Software and any related documentation provided hereunder is the
confidential information of Licensor or its licensors ("Confidential
Information"). Licensee shall not disclose Confidential Information to any third
party and shall use it only for purposes specifically authorized by this
License. This License will not affect any other confidential disclosure
agreement between the parties.
7. EXPORT
Licensee agrees to comply strictly with all applicable laws and regulations
relating to the use and distribution of the Software and acknowledges that, to
the extent that it is authorized by this License to export, re-export or import
Software, it has the responsibility to obtain all licenses required to export,
re-export or import Software.
8. U.S. GOVERNMENT RESTRICTED RIGHTS
The Software is provided with RESTRICTED RIGHTS. Use, duplication, or disclosure
by the Government is subject to the restrictions as set forth in subparagraph
(c) (1) (ii) of the Rights in Technical Data and Computer Software Clause as
DFARS 252.227-7013 and FAR 52.227-19, as applicable. Manufacturer is National
Semiconductor Corporation, 0000 Xxxxxxxxxxxxx Xxxxx, Xxxxx Xxxxx, Xxxxxxxxxx
00000.
9. ASSIGNMENT
Neither this Agreement (including any licenses and rights granted hereunder),
nor the Software may be sold, leased, assigned, disseminated, disclosed,
sublicensed or otherwise transferred, in whole or in part, by Licensee to any
third party without the prior written consent of Licensor. Transfer to a U.S.
government department or agency or to a prime or lower tier contractor in
connection with a U.S. government contract shall be made only upon the prior
written agreement to terms agreed by Licensor.
10. GOVERNING LAW
Any action related to this License will be governed by California law, excluding
its choice of law provisions. If any of the above provisions are held to be in
violation of applicable law, void, or unenforceable in any jurisdiction, then
such provisions are hereby waived to the extent necessary for the Agreement to
be otherwise enforceable in such jurisdiction. However, if in Licensor's opinion
deletion of any provisions of the Agreement by operation of this paragraph
unreasonably compromises the rights or liabilities of Licensor or its licensors,
Licensor reserves the right to terminate the Agreement and refund the fee paid
by Licensee, if any, as Licensee's sole and exclusive remedy.
22
11. INTEGRATION
This Agreement is the entire agreement between Licensee and Licensor relating to
the Software and: (i) supersedes all prior or contemporaneous oral or written
communications, proposals and representations with respect to its subject
matter; and (ii) prevails over any conflicting or additional terms of any quote,
order, acknowledgement or similar communication between the parties during the
term of this Agreement. No modification to this Agreement will be binding unless
in writing and signed by a duly authorized representative of each party.
23
EXHIBIT O
TRADEMARK GUIDELINES
1. DSP and its Sublicensees must use the TM symbol as a superscript or
subscript after the first prominent use (e. g. titles, headlines,
taglines, paragraph headings, etc.) of the CompactRISC trademark and at
its first use in the text or body copy.
2. DSP and its Sublicensees must provide notice in each document in which the
CompactRISC trademark is used that it is a trademark of National
Semiconductor Corporation, a reference example is shown below.
3. DSP and its Sublicensees shall not use the CompactRISC Trademark as a noun,
but only as a proper adjective modifying a noun (example of acceptable
usage: CompactRISC technology).
4. DSP and its Sublicensees shall not use the CompactRISC trademark, or any
derivation of it, on any product, in any form.
5. DSP and its Sublicensees are required to xxxx with the CompactRISC
trademark all data sheets and other collateral materials for those
Compliant Products which are sold in a form where the architecture or
instruction set is open or accessible for reprogramming. If the Compliant
Product has a closed architecture and the end users do not need to know the
instruction set, DSP and its Sublicensees may xxxx such data sheets and
other collateral materials with the CompactRISC trademark but are not
required to do so.
EXAMPLE OF CORRECT REFERENCE TO OWNERSHIP:
CompactRISC-TM- is a Trademark of National Semiconductor Corporation
USAGE EXAMPLE: CORRECT USE
The CompactRISC-TM- Instruction Set beats all the competition. CompactRISC
Architecture is the best RISC core on the market today.
USAGE EXAMPLE: INCORRECT USE
CompactRISC beats all the competition. ABC Co. uses CompactRISC-TM- in it's XYZ
product.
24
EXHIBIT P
TEST CHIP VERIFICATION RATES
Item NRE fee Comments
Verification of $[*] Design and layout of a test chip on
each Compliant Core target process, Preparing patterns for
the test chip, improvement in existing
patterns if necessary, and design and
build of a tester load-board (~10 man-
months+board costs).
National reserves the right to change its rates for test chip verification at
any time without notice.
-------------------
[*] = Omitted pursuant to a confidential treatment request. The material has
been filed separately with the Securities and Exchange Commission.
25
EXHIBIT Q
TOOLS FEES
Estimated VAR
Cost Per
Tools Additional Seat Description
CR16-SWA-1xx $[*] Additional Individual (1 seat) license
for tools.
All tools can be purchased from National at the then currently published rates.
National reserves the right to change its rates for tools at any time without
notice.
-------------------
[*] = Omitted pursuant to a confidential treatment request. The material has
been filed separately with the Securities and Exchange Commission.
26
EXHIBIT R
COMPACTRISC CORES LICENSED FOR DSP'S OWN USE
Core Licensed to DSP Effective Date of License
27
EXHIBIT S
ERROR REPORT
NAME: ____________ PHONE ___-_________
COMPANY/UNIT NAME: ____________ FAX: ___-_________
DATE OF REPORT: ____________ E-MAIL:___-_________
ISSUE NUMBER: _____________ (ASSIGNED BY CTU)
Short Description: ___________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
Severity: HIGH q Critical q Severe q Moderate q Minor q Low
TYPE: q S/W q H/W q CORE q SPEC q MANUALS
REVISION NUMBER: ____________
MODULE
SUSPECTED:____________________________________________________________________
Found By: ______________________________
INSTRUCTIONS TO REPRODUCE:
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
28
FOR NSC USE ONLY
DATE: _____________ HANDLED BY:_____________________________
SEVERITY: q Critical q Severe q Moderate q Minor
TYPE: ASAP q 1month q 3 months q 6 months q Next Release
COMMENTS: ____________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
29
EXHIBIT T
SUPPORT AND MAINTENANCE TO BE PROVIDED BY DSP
0.0 "Supported Sublicensee" shall mean any National Sublicensee for which
DSP directly provides support and maintenance services.
1.1 During the term of this Agreement, DSP shall, if required, provide a
reasonable level of the support and maintenance services described in
Sections 1.2 1.7 to each Supported Sublicensee. National shall have no
obligation to provide any support or maintenance services to a Supported
Sublicensee receiving support directly from DSP.
1.2 DSP shall provide reasonable telephone and electronic mail support
regarding the operation, design and other technical aspects of the
Licensed Technology. Such support will be available during DSP's normal
business hours, Monday through Friday (excluding DSP holidays).
1.3 DSP shall promptly notify Supported Sublicensees via electronic mail of
the existence of any positively identified Errors in the form of the
report set forth in Exhibit S ("Error Report"). DSP shall provide
Supported Sublicensees with any Error corrections to the Licensed
Technology at such time as they are generally made available to DSP.
1.4 DSP shall provide Supported Sublicensees with all modifications,
enhancements and updates to the Licensed Technology which are generally
made available to DSP at such time as they are generally made available
to DSP Sublicensees.
1.5 If DSP reasonably determines that Errors are caused by mistakes or
errors contained in the applicable Licensed Technology documentation,
DSP shall request that National promptly issue corrections to such
documentation.
1.6 Upon DSP's receipt of an Error Report and test case from the Supported
Sublicensee, DSP will within [*] ([*]) days verify that it is a valid
Error and that the Error was not previously reported by DSP. For
verified and previously unreported Errors, DSP will promptly provide
such materials to National. Supported Sublicensee shall provide DSP, and
DSP will forward to National, such samples, technical information and
assistance as National may reasonably require to enable National to
provide support and maintenance services.
-------------------
[*] = Omitted pursuant to a confidential treatment request. The material has
been filed separately with the Securities and Exchange Commission.
30
1.7 DSP shall be obligated to provide maintenance and support to the extent
the Licensed Technology remains unmodified and properly maintained at
revision levels supported by DSP, which shall include, at a minimum, the
most recent revision level and the revision level immediately preceding
the most recent revision level. If it is reasonably determined by DSP or
National that any apparent Error with the Licensed Technology is due to
alterations of the Licensed Technology by the Supported Sublicensee or
any third party, the use of an unsupported version of the Licensed
Technology, or failure to comply with the terms and conditions of the
appropriate license and support agreement(s) between National and the
Supported Sublicensee, DSP shall notify the Supported Sublicensee, and
if the Supported Sublicensee still wishes to receive Error corrections,
the time and expenses associated with such support effort will be billed
by National at its standard rates then in effect.
31
EXHIBIT U
MANUFACTURER NAME SUBSTITUTION GUIDELINES
DSP and DSP Sublicensees may replace references to the name of National
Semiconductor Corporation in the sales and support literature with their own
individual corporate names to identify themselves as manufacturers of the
Compliant Products described in the literature. In no case however shall the
substitution change or confuse the fact that National Semiconductor Corporation
or its licensors has developed and owns certain rights title and interest to the
CompactRISC processing technology, the associated intellectual property rights
and the CompactRISC trademark.
DSP and its Sublicensees shall not use the National Semiconductor Corporation
trademark in any form or for any purpose. No license or grant is given to DSP or
DSP Sublicensees for use of this trademark.
32
EXHIBIT V
POTENTIAL SUBLICENSEES WITH RIGHTS TO HAVE
COMPLIANT PRODUCTS MADE BY THIRD PARTIES
[*]
-------------------
[*] = Omitted pursuant to a confidential treatment request. The material has
been filed separately with the Securities and Exchange Commission.
33
