MASTER LICENSE AGREEMENT
This
Master License Agreement (“Agreement”)
is
made and entered into__12/20/00_________
(“Effective
Date”)
by and
between Virage Logic Corporation (“Virage
Logic”),
a
Delaware corporation, with offices at 00000 Xxxxxxx Xxxxxxx, Xxxxxxx, Xxxxxxxxxx
00000, and Wintegra, Inc. and its wholly owned subsidiary Wintegra Ltd. Wintegra
Inc. is a Delaware corporation, with offices at 0000 X. XxXxx Xxxxxxxxxx,
Xxx 000, Xxxxxx, Xxxxx 00000 and Wintegra Ltd. is an Israel corporation
with offices at Xxxx Xxxxxx 0 Xxxx’asia St., Ra’anana Industrial Park, 43654
Israel, P.O.B. 3048. Collectively, Wintegra, Inc. and Wintegra Ltd. are known
as
“Licensee”.
This
Agreement is a master license agreement that will govern the license of certain
Virage Logic software products and other technology by Virage Logic to Licensee.
Licensed Materials will be listed in schedule(s) (“Program
Schedule(s)”),
that
may be added hereto from time to time upon mutual execution of such Program
Schedule(s).
1. DEFINITIONS.
1.1 “Compiler”
means
each Virage Logic development tool listed in a Program Schedule, which tool
consists of: (i) object code versions of a set of executable software
program(s), (ii) libraries containing design elements of memory cell arrays
and control logic, and (iii) all related documentation. Each Compiler
includes any and all updates, replacements and enhancements thereto that Virage
Logic delivers to the Licensee.
1.2 “Instance(s)”
means
designs of discrete integrated circuit memory cell arrays and corresponding
control logic, which are either generated for Licensee by Virage Logic and
described in a Program Schedule, or are generated by Licensee through the use
of
a Compiler licensed hereunder. Instances may be expressed in GDSII, hardware
definition languages, or other formats. Each Instance includes all documentation
related to the design and any and all updates, replacements and enhancements
thereto that Virage Logic delivers to the Licensee.
1.3 “Licensed
Material(s)”
means,
collectively, the Compiler(s) licensed hereunder and any Instance(s) generated
by Licensee on any Compiler licensed hereunder or generated for Licensee by
Virage Logic.
1.4 “Intellectual
Property Rights”
means
patent rights (including patent applications and disclosures), rights of
priority, mask work rights, copyrights, moral rights, trade secrets, know-how
and any other intellectual property rights recognized in any country or
jurisdiction of the world; exclusive of trademarks, trade names, logos, service
marks, and other designations of source.
2. LICENSE
GRANTS.
2.1 License
Grants.
Virage
Logic hereby grants to Licensee, subject to the terms and conditions of this
Agreement and the restrictions set forth in the pertinent Program Schedule(s),
a
non-exclusive, non-transferable, fee-bearing license to:
(a) use
each
Compiler licensed hereunder to create Instances;
(b) use
and
reproduce Instances licensed hereunder (whether generated by Licensee or by
Virage Logic on Licensee’s behalf) solely to design and develop Licensee’s
integrated circuits; and
(c) distribute
such Instances solely: (i) in GDSII data format to the semiconductor
manufacturer set forth for the relevant Compiler or Instance in the pertinent
Program Schedule(s) and solely for the purpose of enabling such manufacturer
to
manufacture integrated circuits for Licensee, and (ii) as incorporated into
physical implementations of Licensee’s integrated circuits as reduced to
silicon.
2.2 Limitations
on Licenses.
(a) Licensee
may use Compilers and Instances, subject to any and all restrictions set forth
in the pertinent Program Schedule(s), only for the applications and processes
set forth for those Compilers and Instances in the pertinent Program
Schedule(s).
(b) Licensee
has no right to transfer, sublicense, or otherwise distribute Licensed Materials
except as expressly set forth in this Agreement and the pertinent Program
Schedule(s), and without limiting the generality of the foregoing, information
(including, but not limited to GDSII data) that reflects any element of
Compilers or Instances may be provided only to the semiconductor manufacturer
set forth for the relevant Compilers or Instances in the pertinent Program
Schedule(s) and solely for the purpose of enabling such manufacturer to
manufacture integrated circuits for Licensee.
(c) Licensee
will not: (i) copy or otherwise reproduce any Licensed Materials, in whole
or in part, except as expressly authorized by this Agreement and the pertinent
Program Schedule(s) or to make reasonable numbers of back-up copies; or
(ii) use the Licensed Materials in any manner to provide services to third
parties, including, but not limited to, integrated circuit design
services.
(d) Licensee’s
rights in the Licensed Materials will be limited to those expressly granted
in
this Agreement and pertinent Program Schedule(s), and Virage Logic reserves
all
rights and licenses not expressly granted to Licensee in this
Agreement
3. PROPRIETARY
RIGHTS.
(a) The
Licensed Materials are and will remain the sole and exclusive property of Virage
Logic and its suppliers, if any, whether the Licensed Materials are separate
or
combined with any other products. Virage Logic’s rights under this subsection
(a) will include, but not be limited to, all copies of the Licensed
Materials, in whole and in part; and all Intellectual Property Rights in the
Licensed Materials.
(b) Licensee
will not delete or in any manner alter the Intellectual Property Rights notices
of Virage Logic and its suppliers, if any, appearing on the Licensed Materials
as delivered to Licensee. As a condition of the license rights granted to
Licensee in this Agreement, Licensee will reproduce and display such notices
on
each copy it makes of any Licensed Material.
-2-
(c) Nothing
in this Agreement grants Licensee any rights in or to use any of Virage Logic’s
trademarks, tradenames, service marks, and/or service names.
4. PAYMENT;
TAXES.
Licensee
will pay Virage Logic the license fee(s) and royalty fee(s) as set forth in
the
pertinent Program Schedule(s) in accordance with the terms of such Program
Schedule(s). Payments made under this Agreement after their due date will incur
interest at a rate equal to 1.5% per month or the highest rate permitted by
applicable law, whichever is lower. All license fees and other charges stated
herein are exclusive of any sales, use, value-added, or other federal, state
or
local taxes (excluding taxes based on Virage Logic’s net income) and Licensee
agrees to pay such taxes.
5. CONFIDENTIALITY.
5.1 Confidential
Information.
“Confidential Information” means: (i) the Licensed Materials; and
(ii) any business or technical information of Virage Logic or Licensee,
that is designated by the discloser as “confidential” or “proprietary” and, if
orally or visually disclosed, summarized in writing by the discloser and
transmitted to the recipient within thirty (30) days of such
disclosure.
5.2 Exclusions.
Confidential Information shall not include information that the recipient can
document: (i) is or becomes generally known or available by publication,
commercial use or otherwise through no fault of the recipient; (ii) is
known to the recipient at the time of disclosure without violation of any
confidentiality restriction and without any restriction on the receiving party’s
further use or disclosure; (iii) is independently developed by the
recipient; (iv) was received from a third party rightfully in possession of
such information without an obligation of confidentiality; (v) is permitted
for release or disclosure to any third party by the written prior consent of
the
discloser, or (vi) is intentionally furnished to a third party by the discloser
without imposing confidentiality restrictions on such third party.
5.3 Use
and Disclosure Restrictions.
For a
term of three (3) years from the last disclosure of Confidential Information,
each party will refrain from using the other party’s Confidential Information
except as permitted herein, and will use the same level of care, but in any
event will not use less than reasonable care, to prevent disclosure of the
other
party’s Confidential Information that it uses with its own information of
similar sensitivity and importance. However, each party may disclose
Confidential Information of the other party: (i) pursuant to the order or
requirement of a court, administrative agency, or other governmental body,
provided that the disclosing party gives reasonable notice to the other party
to
contest such order or requirement; and (ii) on a confidential basis to
legal or financial advisors. Notwithstanding anything herein, Licensee will
not
allow any individual who is an employee or agent of a direct competitor of
Virage Logic to have access to the Licensed Materials or Virage Logic’s
Confidential Information.
-3-
5.4 No
Reverse Engineering.
Licensee acknowledges and agrees that the Licensed Materials contain trade
secrets and other proprietary information of Virage Logic. In order to protect
those trade secrets and other proprietary information, Licensee agrees that,
except as expressly permitted under applicable law, it will not reverse
engineer, disassemble, or otherwise attempt to derive the source code form
of
the Licensed Materials.
6. WARRANTY.
6.1 Power
and Authority.
Each
party warrants to the other that it has sufficient corporate power and authority
to enter into this Agreement and to grant to the other all licenses and rights
that it grants under this Agreement
6.2 Term
of Warranty.
Virage
Logic warrants, for a period of ninety (90) days from the date Virage Logic
delivers the Licensed Materials to Licensee, that the Licensed Materials will
substantially conform to the functional specifications of the Licensed Materials
provided to Licensee by Virage Logic. The foregoing warranty does not apply
to
any element of the Licensed Materials that has been modified, combined with
other products or used improperly.
6.3 Sole
and Exclusive Remedy.
FOR ANY
BREACH OF THE WARRANTY CONTAINED IN SECTION 6.2, LICENSEE’S SOLE AND EXCLUSIVE
REMEDY WILL BE THAT VIRAGE LOGIC WILL, AT VIRAGE LOGIC’S OPTION, EITHER REPLACE
OR CORRECT THE DEFECTIVE PORTION OF THE LICENSED MATERIALS WITHIN THIRTY (30)
DAYS OF BEING INFORMED OF THE BREACH OF WARRANTY.
6.4 Disclaimer
of Other Warranties.
THE
WARRANTIES IN THIS SECTION ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS AND
IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. WITHOUT LIMITING THE
GENERALITY OF THE FOREGOING, VIRAGE LOGIC DOES NOT WARRANT THAT THE LICENSED
MATERIALS WILL MEET LICENSEE’S REQUIREMENTS, THAT THE LICENSED MATERIALS WILL
OPERATE IN THE COMBINATIONS THAT LICENSEE MAY SELECT OR USE, THAT THE OPERATION
OF THE LICENSED MATERIALS WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT ALL
ERRORS IN THE LICENSED MATERIALS WILL BE CORRECTED.
7. INDEMNITIES.
7.1 Licensee.
Subject
to the terms of Section 7.2, Licensee agrees to indemnify Virage Logic
against any third party claims against Virage Logic for loss, damage, liability,
or expense (including but not limited to attorneys’ fees) arising out of any
acts or omissions of Licensee in connection with Licensee’s activities under
this Agreement
7.2 Infringement
Indemnity.
(a) Duty
to Indemnify and Defend.
Virage
Logic will indemnify Licensee against, and will defend or settle at Virage
Logic’s own expense, subject to the limitations set forth in Section 9 of
this Agreement, any action or other proceeding brought against Licensee to
the
extent that it is based on a claim that Virage Logic has knowingly infringed
a
registered copyright or U.S. patent issued as of the Effective Date, or that
Virage Logic has knowingly incorporated any misappropriated trade secret in
the
Licensed Materials. Virage Logic will pay costs, damages, and expenses
(including reasonable attorneys’ fees) finally awarded against Licensee, subject
to the limitations set forth in Section 9 of this Agreement, in any such
action or proceeding attributable to any such claim. Virage Logic will have
no
obligation under this Section as to any action, proceeding, or claim
unless: (i) Virage Logic is notified of it promptly; (ii) Virage Logic
has sole control of its defense and settlement; and (iii) Licensee provides
Virage Logic with reasonable assistance in its defense and
settlement
-4-
(b) Injunctions.
If
Licensee’s use of any Licensed Materials under the terms of this Agreement is,
or in Virage Logic’s opinion is likely to be, enjoined due to the type of
infringement or misappropriation specified in subsection (a) above, then
Virage Logic shall, at its sole option and expense, either: (i) procure for
Licensee the right to continue using such Licensed Materials under the terms
of
this Agreement; or (ii) replace or modify such Licensed Materials so that
they are noninfringing and substantially equivalent in function to the enjoined
Licensed Materials.
(c) Sole
Remedy.
THE
FOREGOING ARE VIRAGE LOGIC’S SOLE AND EXCLUSIVE OBLIGATIONS, AND LICENSEE’S SOLE
AND EXCLUSIVE REMEDIES, WITH RESPECT TO INFRINGEMENT OR MISAPPROPRIATION OF
INTELLECTUAL PROPERTY RIGHTS.
(d) Exclusions.
Virage
Logic will have no obligations under this Section 7.2 with respect to
infringement or misappropriation arising from: (i) modifications to the
Licensed Materials by any party other than Virage Logic, (ii) Licensed
Material specifications requested by Licensee, (iii) any Instances
generated by Licensee except to the extent such infringement or misappropriation
existed in the Licensed Materials as provided to Licensee, or (iv) the use
of the Licensed Materials in combination with products or technology not
provided by Virage Logic.
8. TERM
AND TERMINATION.
8.1 Term.
The
term of this Agreement will begin on the Effective Date and will continue,
unless terminated earlier in accordance with the provisions of Section 8.2
below, for the period specified in the pertinent Program Schedule(s) for the
Licensed Materials solely for the applications and processes specified
therein.
8.2 Events
of Termination.
(a) Either
party will have the right to terminate this Agreement if: (i) the other
party breaches any material term or condition of this Agreement and fails to
cure such breach within thirty (30) days after written notice; (ii) the
other party becomes the subject of a voluntary petition in bankruptcy or any
voluntary proceeding relating to insolvency, receivership, liquidation, or
composition for the benefit of creditors; or (iii) the other party becomes
the subject of an involuntary petition in bankruptcy or any involuntary
proceeding relating to insolvency, receivership, liquidation, or composition
for
the benefit of creditors, if such petition or proceeding is not dismissed within
sixty (60) days of filing.
-5-
(b) Virage
Logic will have the right to terminate this Agreement if Licensee acquires,
consolidates or merges with a direct competitor of Virage Logic. For the
purposes of this Agreement, a direct competitor of Virage Logic is any person
or
entity engaged in the commercial sale or license of Compilers and/or Instances
as defined in Sections 1.1 and 1.2 of this Agreement
respectively.
8.3 Effect
of Termination.
Upon
termination or expiration of this Agreement, Licensee will immediately return
to
Virage Logic or (at Virage Logic’s request) destroy all copies of the Licensed
Materials and other Confidential Information in its possession or control,
and
an officer of Licensee will certify to Virage Logic in writing that Licensee
has
done so. Provided that Virage Logic did not terminate this Agreement for
Licensee’s breach or for the event specified in Section 8.2 (b) above,
Licensee will have the right to continue to use the Licensed Materials, subject
to the terms of Section 2.1 and the restrictions of the pertinent Program
Schedule(s), for which Licensee has paid the license fees as of the effective
date of the termination.
8.4 No
Damages for Termination.
Neither
party will be liable to the other on account of termination or expiration of
this Agreement for reimbursement or damages for the loss of goodwill,
prospective profits or anticipated income, or on account of any expenditures,
investments, leases or commitments made by either party or for any other reason
whatsoever based upon or growing out of such termination or
expiration.
8.5 Nonexclusive
Remedy.
The
exercise by either party of any remedy under this Agreement will be without
prejudice to its other remedies under this Agreement or otherwise.
8.6 Survival.
The
rights and obligations of the parties contained in Sections 2.2, 3, 4, 5,
7, 8.3, 8.4, 8.5, 9, and 10 will survive the termination or expiration of this
Agreement.
9. LIMITATIONS
OF LIABILITY.
9.1 Limitations.
(a) IN
NO
EVENT WILL VIRAGE LOGIC BE LIABLE TO LICENSEE FOR ANY SPECIAL, INCIDENTAL,
OR
CONSEQUENTIAL DAMAGES, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING
NEGLIGENCE), PRODUCT LIABILITY, INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS
OR
OTHERWISE, AND WHETHER OR NOT VIRAGE LOGIC HAS BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGE.
(b) VIRAGE
LOGIC’S TOTAL LIABILITY TO LICENSEE UNDER THIS AGREEMENT WILL BE LIMITED TO THE
PAYMENTS RECEIVED BY VIRAGE LOGIC FROM LICENSEE UNDER THIS
AGREEMENT.
-6-
9.2 Failure
of Essential Purpose.
The
parties have agreed that the limitations specified in this Section 9 will
survive and apply even if any limited remedy specified in this Agreement is
found to have failed of its essential purpose.
10. GENERAL.
10.1 Compliance
with Law.
Each
party agrees to comply with all applicable laws, rules, and regulations in
connection with its activities under this Agreement. Each party shall comply
with all applicable international, national, state, regional and local laws
and
regulations in connection with its activities under this Agreement. Without
limiting the foregoing, Licensee acknowledges that all Licensed Materials,
including documentation and other Virage Logic technical data, may be subject
to
export controls imposed by the U.S. Export Administration Act of 1979, as
amended (the “Act”),
and
the regulations promulgated thereunder. Licensee shall not export or re-export
(directly or indirectly) any Licensed Materials or other Virage Logic technical
data therefor without complying with the Act and the regulations
thereunder.
10.2 Publicity.
Virage
Logic may include Licensee’s name in Virage Logic’s customer list. Virage Logic
may also use Licensee’s name in Virage Logic promotional literature and
marketing materials, provided that Virage Logic will obtain Licensee’s prior
approval, such approval not to be unreasonably withheld or delayed. Virage
Logic
and Licensee shall jointly announce the existence of their relationship and
of
this Agreement through a joint press release at a date that is mutually
agreeable to both parties. The text of the joint press release shall be mutually
agreed upon by Virage Logic and Licensee.
10.3 Assignment.
This
Agreement will bind and inure to the benefit of each party’s permitted
successors and assigns. Licensee may not assign this Agreement either
voluntarily, by merger, by operation of law or otherwise in whole or in part,
without Virage Logic’s written consent, which consent will not be unreasonably
withheld. Any attempt to assign this Agreement without such consent will be
null
and void. Should it be necessary for this Agreement to be assigned to a third
party in connection with that party’s acquisition of Virage Logic, Licensee
hereby agrees in advance to the assignment
10.4 Governing
Law.
This
Agreement will be governed by and construed in accordance with the laws of
the
State of California without regard to its conflict of law principles and
applicable to agreements entered into, and to be performed entirely, within
California between California residents. Any suit hereunder will be brought
solely in the federal or state courts in the Northern District of California
and
Licensee hereby submits to the personal jurisdiction thereof.
10.5 Injunctive
Relief.
Licensee acknowledges that the Licensed Materials contain and embody trade
secrets and other intellectual property of Virage Logic, the disclosure or
unauthorized use of which would cause substantial harm to Virage Logic that
could not be remedied by the payment of damages alone. Accordingly, Virage
Logic
will be entitled to preliminary and permanent injunctive relief and other
equitable relief for any breach of Licensee’s obligations of confidentiality or
use of Licensed Materials not in accordance with this Agreement
-7-
10.6 Severability.
If any
provision of this Agreement is found invalid or unenforceable, that provision
will be enforced to the maximum extent permissible, and the other provisions
of
this Agreement will remain in force.
10.7 Force
Majeure.
Except
for payments due under this Agreement neither party will be responsible for
any
failure to perform due to causes beyond its reasonable control (each a
“Force
Majeure”),
including, but not limited to, acts of God, war, riot embargoes, acts of civil
or military authorities, denial of or delays in processing of export license
applications, fire, floods, earthquakes, accidents, strikes, or fuel crises,
provided that such party gives prompt written notice thereof to the other party.
The time for performance will be extended for a period equal to the duration
of
the Force Majeure, but in no event longer than ninety (90) days.
10.8 Notices.
All
notices under this Agreement will be deemed given when delivered personally,
sent by confirmed facsimile transmission, or sent by certified or registered
U.S. mail or nationally-recognized express courier, return receipt requested,
to
the address shown below or as may otherwise be specified by either party to
the
other in accordance with this Section.
10.9 Independent
Contractors.
The
parties to this Agreement are independent contractors. There is no relationship
of partnership, joint venture, employment, franchise, or agency between the
parties. Neither party will have the power to bind the other or incur
obligations on the other’s behalf without the other’s prior written
consent
10.10 Waiver.
No
failure of either party to exercise or enforce any of its rights under this
Agreement will act as a waiver of such rights.
10.11 Entire
Agreement.
This
Agreement and its Program Schedule(s), attachments, and exhibits are the
complete and exclusive agreement between the parties with respect to the subject
matter hereof, superseding and replacing any and all prior agreements,
communications, and understandings (both written and oral) regarding such
subject matter. This Agreement may only be modified, or any rights under it
waived, by a written document expressly referring to an amendment of this
Agreement and executed by both parties.
10.12 Counterparts.
This
Agreement may be signed in one or more counterparts, each of which will be
deemed to be an original and all of which when taken together will constitute
the same agreement. If this Agreement is executed in counterparts, no signatory
hereto shall be bound until both Parties named below have duly executed or
caused to be duly executed a counterpart of this Agreement. Any copy of this
Agreement made by reliable means is considered an original.
10.13 Order
of Precedence.
Where
in conflict, the terms of the pertinent Program Schedule shall take
precedence over the terms of this Agreement.
-8-
IN
WITNESS WHEREOF, the parties have caused this Agreement to be executed by their
duly-authorized representatives as of the Effective Date.
| Licensee: Wintegra, Inc. | Virage Logic Corporation |
| By: /s/ Xxxx Xxx-Xxx | By: /s/ Xxxx Xxxxxxxxx |
| Name: KobiBen-Zvi | Name: Xxxx Xxxxxxxxx |
| Title: President and CEO | Title: President and CEO |
| Address: 0000 X. XxXxx Xxxxxxxxxx, Xxx 000 | Address: 00000 Xxxxxxx Xxxxxxx |
|
Xxxxxx,
XX 00000
|
Xxxxxxx,
Xxxxxxxxxx 00000
|
| Facsimile: 512/514-6955 | Facsimile: 000-000-0000 |
The
following exhibit is hereby incorporated into this Agreement in its
entirety:
EXHIBIT A
— ELECTRONIC DELIVERY
-9-
EXHIBIT A
ELECTRONIC
DELIVERY
This
Section sets forth the terms and conditions under which Virage Logic will
electronically deliver the “Electronic Deliverables” to the Licensee. Virage
Logic and Licensee agree as follows:
1. Definitions
1.1 “Electronic
Deliverables” shall mean the Licensed Materials and any other Virage Logic
Products to be delivered to the Licensee which are specified in the Delivery
Section of the pertinent Program Schedule as having Electronic
Delivery.
“Documentation”
shall mean any and all information provided by Virage Logic to Licensee
describing the Electronic Deliverables, the operation of the Electronic
Deliverables, and any matters relating to the use of the Electronic
Deliverables.
“License
Key(s)” shall mean a document in electronic format provided by Virage Logic to
the Licensee which reflects the applicable Licensee purchase order and lists:
(i) the Licensed Materials, including version number and quantity, licensed
to the Licensee under the Software License Agreement, (ii) the key
server(s) (i.e. the server that hosts the license key file) and software
required to implement the key server function, and (iii) the codes which
Virage Logic provides to initialize use of the key server(s).
“Product
Updates” shall have the meaning set forth in the Maintenance and Support
Services section of the pertinent Program Schedule.
“FTP
Server” shall mean the File Transfer Protocol server to be accessed by the
Licensee through the Internet for the delivery of Electronic
Deliverables.
2.
Delivery
Upon
the
acceptance of an order by Virage Logic and satisfaction of all Virage Logic
prerequisites prior to delivery as stated on the Quote referenced in the
pertinent Program Schedule, Virage Logic will electronically deliver to the
Licensee by making the Electronic Deliverables specified in the pertinent
Program Schedule, including any and all related Documentation, and the License
Key(s) available on the FTP Server or via Electronic mail (E-Mail) to the E-Mail
addresses identified in the pertinent Program Schedule.
2.2
Virage Logic will electronically notify the Licensee’s designated Key Contact or
Site Administrator specified in the pertinent Program Schedule that the
Licensee’s order has been fulfilled and that the Electronic Deliverables are
available on the FTP Server or via E-mail. Such electronic notification of
the
availability of the Electronic Deliverables shall constitute the shipment of
goods to Licensee and Licensee’s receipt of such goods so long as electronic
pickup is actually available to Licensee. Should electronic notification not
be
possible for technical reasons, facsimile or telephone notification will be
made
to the phone numbers identified in Section 5 below and such notification
shall have the same force and effect as electronic notification.
2.3
Licensee shall be responsible for obtaining access to the Internet and
retrieving the fulfilled order from the FTP Server or E-Mail. Licensee
acknowledges that Internet connections and hardware capabilities specified
in
this Program Schedule are necessary to complete the electronic delivery.
Licensee accepts the risk that electronic delivery may be slow and
time-consuming for the Licensee depending upon network traffic and
reliability.
Licensee
acknowledges and agrees that Virage Logic will only deliver the Electronic
Deliverables electronically and shall not deliver in any tangible medium,
including but not limited to, CD-ROM, tape, or paper.
Any
Product Updates to the Electronic Deliverables to be provided to the Licensee
in
accordance with any support services obligations and/or maintenance agreement
between Virage Logic and the Licensee, whether or not a part of the pertinent
Program Schedule or the Software License Agreement, shall also be delivered
electronically in the manner described above.
Licensee
may unilaterally change the individuals identified for delivery and notification
in the pertinent Program Schedule by providing a signed writing to Virage
Logic not less than one (1) week prior to any scheduled delivery.
3.
Payment
Licensee
agrees that upon availability of the Electronic Deliverables in the pertinent
Program Schedule on the FTP Server or E-Mail, Virage Logic has fulfilled
its obligation to deliver and any applicable payments shall be due and payable
to Virage Logic in accordance with the payment terms set forth in the Agreement
and the pertinent Program Schedule.
4.
Taxes
4.1
Virage Logic and Licensee anticipate that the electronic delivery of the
Electronic Deliverables shall not be subject to a sales tax. In the event a
sales tax is assessed, Licensee shall pay, indemnify, and hold Virage Logic
harmless from such tax, including but not limited to any sales, use, excise,
import, export, value added, or other tax resulting from the license or use
of
the Electronic Deliverables not based on Virage Logic’s net income.
The
taxes
Licensee may pay pursuant to this section are in addition to any other payment
due under the pertinent Program Schedule or the Agreement. Licensee’s
obligation to pay taxes shall survive the termination or expiration of pertinent
Program Schedule or the Agreement
PROGRAM
SCHEDULE
Program
Schedule No. DCW1011-2, effective as of the last signature hereto, (the
“Program Schedule Effective Date”) to the Master License Agreement (“Master
License”) dated as of the last signature hereto between Virage Logic Corporation
(“Virage Logic”) and Wintegra, Inc. and its wholly owned subsidiary Wintegra
Ltd. (“Licensee”).
| LICENSEE: | Virage Logic Corp. |
| Address for Notices: | Address for Notices: |
| Wintegra, Inc | Virage Logic Corporation |
| 0000 X. XxXxx Xxxxxxxxxx, Xxx 000 | 00000 Xxxxxxx Xxxxxxx |
| Xxxxxx, XX 00000 | Xxxxxxx, XX 00000 |
| Attn: Xxxx Xxx-Xxx (000)000-0000 | Attn: Xxx Xxxxxxx (000) 000-0000 |
|
|
Process
|
||
|
Silicon
Manufacturer
|
Micron
|
LM
|
Voltage
|
|
Taiwan
Semiconductor
|
0.18u
|
3,4,5,6
|
1.8
|
|
Designated
Hardware System
|
|||||
|
Licensed
Materials
|
Lic. Type | Mfg. | Model |
Noce
ID #
|
|
|
Custom-Touch
Memory Instance per SOW# 120400CRAIG1.0, Attachment A, Spec #
WIN-
[†],
TSMC .18u standard process
|
N/A
|
Sun
|
Solaris
|
N/A
|
|
|
Custom-Touch
Memory Instance per SOW# 120400CRAIG1.0, Attachment B, Spec # [†]
TSMC .18u standard process
|
N/A
|
Sun
|
Solaris
|
N/A
|
|
|
Single
Project, Custom-Touch Memory Instances, 28 configurations or less
of ASAP
High Density family including 1P-SRAM, DP-SRAM, 2p RF, via-ROM, Sync,
0.18u TSMC standard process (Delivery: 1 week ARO), includes re-spins
of
same chip, no derivatives.
|
N/A
|
Sun
|
Solaris
|
N/A
|
|
|
Custom-Touch
Memory Compiler, front-ends only (no GDS) [†]
0.18u TSMC standard process (Delivery: 2 weeks ARO)
|
floating
site license
|
Sun
|
Solaris
|
N/A
|
|
|
Custom-Touch
Memory Compiler, front-ends only (no GDS) [†]
0.18u TSMC standard process (Delivery: 2 weeks ARO)
|
floating
site license
|
Sun
|
Solaris
|
N/A
|
|
|
Custom-Touch
Memory Compiler, front-ends only (no GDS) [†]
0.18u TSMC standard process (Delivery: 2 weeks ARO)
|
floating
site license
|
Sun
|
Solaris
|
N/A
|
|
[†]
Information redacted pursuant to a confidential treatment request by Wintegra,
Inc. under 17 CFR §§ 200.80(b)(4) and 230.406 and submitted separately with the
Securities and Exchange Commission.
Designated
Site(s):
(a) Design:
All Licensee sites.
(b) Manufacturing:
All TSMC manufacturing locations.
Term
of License:
(a) Custom
Instances (High-Speed) — Limited to one project, re-spins of same chip while
under maintenance, no derivatives, TSMC .18u process only
(b) Single
Project Instances (ASAP High Density) — Limited to one project, re-spins of same
chip while under maintenance, no derivatives, TSMC .18u process
only.
(c) 6
months
from date of shipment
Reference
Quotation:
DCW1011-02
License
Fee:
|
(a)
|
[†]
|
[†]
|
|
(b)
|
[†]
|
[†]
|
|
(c)
|
[†]
|
[†]
|
|
(d)
|
[†]
|
[†]
|
Royalty
Fee:
|
(a)
|
[†]
|
[†]
|
|
(b)
|
[†]
|
[†]
|
|
(c)
|
[†]
|
[†]
|
| [†] |
Information
redacted pursuant to a confidential treatment request by Wintegra,
Inc.
under 17 CFR §§ 200.80(b)(4) and 230.406 and submitted separately with the
Securities and Exchange Commission.
|
Annual
Maintenance Fee:
|
(a)
|
[†]
|
[†]
|
|
(b)
|
[†]
|
[†]
|
|
(c)
|
[†]
|
[†]
|
Payment
Terms:
The
following invoicing schedule shall apply.
|
(a)
|
Delivery
of front-end views and GDS for Single Project
configurations
|
[†]
|
|
(b)
|
Delivery
of front-end views for Custom Instances
|
[†]
|
|
(c)
|
Delivery
of GDS for Custom Instances
|
[†]
|
Payment
(a) above is due per the terms of the Master License Agreement. Payments
(b) and (c) above are due per the terms of the Master License
Agreement except that the payment due date will be extended to ninety (90)
days.
[†]
Information redacted pursuant to a confidential treatment request by Wintegra,
Inc. under 17 CFR §§ 200.80(b)(4) and 230.406 and submitted separately with the
Securities and Exchange Commission.
|
Deliverables
|
Delivery
Method
|
Delivery
State
|
Delivery
Date
|
|
|
No.
1
|
Front-end
views for Single Project Instances (as front-end compilers or individual
configurations)
|
Electronic
Delivery
|
Texas
|
1
week ARO
|
|
No.
2
|
GDS
views for Single Project Instances
|
Electronic
Delivery
|
Texas
|
1
week XXX
|
|
Xx.
0
|
Xxxxxxxxxxx
Xxxxx-xxx views for Custom Instances
|
Electronic
Delivery
|
Texas
|
6
weeks ARO
|
|
No.
4
|
Final
GDS for Custom Instances
|
Electronic
Delivery
|
Texas
|
10
weeks ARO
|
Delivery
Notification:
All
delivery and notification for the Electronic Deliverables under this Program
Schedule shall be made to the following Key Contact or Site
Administrator:
|
Name:
Xxxx Xxxxxxxx
E-Mail:
xxxxx@xxxxxxxx.xxx
Telephone:
512/000-0000
Facsimile:
(000) 000-0000
|
As
a
courtesy to the Licensee, Virage Logic shall notify the following individuals
that the Electronic Deliverables were made available to the Key Contact or
Site
Administrator for pickup. Failure to provide notification under this
Section 5.2 does not constitute a lack of shipment of goods on the part of
Virage Logic and receipt of such goods on the part of the Licensee.
|
Name:
Xxxxx Xxxxx
E-Mail:
xxxxx@xxxxxxxx.xx.xx
Telephone:
000-0-000-0000
Facsimile:
972-9-743-9992
|
Name:
Xxxxxxx Xxxxxx
E-Mail:
xxxxxxx@xxxxxxxx.xx.xx
Telephone:
000-0-000-0000
Facsimile:
972-9-743-9992
|
|
Name:
Yoram Yelvin
E-Mail:
xxxxx@xxxxxxxx.xx.xx
Telephone:
000-0-000-0000
Facsimile:
972-9-743-9992
|
Name:
Xxxx Xxx-Xxx
E-Mail:
xxxx@xxxxxxxx.xxx
Telephone:
512/000-0000
Facsimile:
972-9-743-9992
|
Maintenance
and Support Services:
For a
period of one (1) year following the Effective Date, Virage Logic will provide
Licensee, or permitted assignee, with Product Updates and Telephone Support.
For
purposes of this Section, the term “Product Updates” means all functional and/or
feature improvements to the Licensed Materials listed in this Program
Schedule or the attached Purchase Order that result in the release of a new
version thereof, and all bug fixes, error corrections, and performance
enhancements developed by Virage Logic for such Licensed Materials. For purposes
of this Section, the term “Telephone Support” means technical support via
telephone by qualified personnel during normal business hours concerning the
installation and use of the Licensed Materials listed in this Program
Schedule or the attached Purchase Order.
Master
License:
This
Program Schedule is issued pursuant to the Master License identified above.
All of the terms, conditions, representations and warrants of the Master License
are incorporated and made a part of this Program Schedule. This Program
Schedule constitutes a separate License with respect to the Licensed
Program(s) and Licensed Material(s) described herein. By the execution and
delivery of this Program Schedule, the parties hereby reaffirm all of the terms,
conditions, representations and warranties of the Master License except as
modified herein.
| Wintegra, Inc. | Virage Logic Corporation |
| (Licensee) | |
| Signature: /s/ Xxxx Xxx-Xxx | Signature: /s/ Xxxx Xxxxxxxxx |
| Name: Xxxx Xxx-Xxx | Name: Xxxx Xxxxxxxxx |
| Title: President/CEO | Title: President/CEO |
| Date: 12/20/2000 | Date: 12/21/2000 |
PROGRAM
SCHEDULE
Program
Schedule No. 001
dated as
of 14 May
2003
(the
“Effective Date of this Program Schedule”) to the Master License Agreement
(“Master License”) dated as of 20 December
2000,
between
Wintegra
Ltd.
(“Licensee”) and Virage
Logic Corporation
(“Virage
Logic”).
Address
for Notices:
| Licensee: | Virage Logic Corporation |
| Wintegra Ltd | 00000 Xxxxxxx Xxxxxxx |
| Xxxx Xxxxxx | Xxxxxxx, Xxxxxxxxxx 00000 XXX |
| 6 Hamasger St. | |
| Ra’anana Industrial Park 43653 | |
| Attn: Xxxx Xxx-Xxx | Attn: Xxxx Xxxxx |
|
Semiconductor
Manufacturer
|
Process
|
|||
|
Micron
|
Variation
|
Voltage
|
||
|
TSMC
|
0.18um
|
—
|
—
|
|
|
Licensed
Materials
|
||||
|
Item
|
Name
|
Part
Number
|
License
Type
|
Description
|
|
1
|
Addition
of Two (2) TSMC 0.18 HD instances to Licensee's existing Medium Project.
For use on WinPath Rev B only.
|
Ts18u-gss-xpxx-as-dxx-000-s
Rev A
|
Project
|
N/A
|
Designated
Site(s):
Ra’anana Industrial Park, Israel and other Licensee sites
Term
and Type of License:
Perpetual, single process for 0.18um Process. Project License, a project is
a
specific set of memory configuration(s) determined by the Licensee that is
used
on a specific Licensee mask set for purposes of manufacturing a specific
semiconductor device. A memory configuration is an instance that is generated
by
a memory compiler with a specific number of words (addresses), bits, aspect
ratio, etc. Projects are manufactured on a licensed technology node and
semiconductor manufacturer. A project license allows one or more memory
configurations to be used for that specific project only.
License
Fees: Item
1:
US$[†]
Maintenance
Fees:
Item
1:
US$ [†]
The
above
Maintenance Fees are for the initial one (1) year period of Maintenance and
Support Services.
[†]
Information redacted pursuant to a confidential treatment request by Wintegra,
Inc. under 17 CFR §§ 200.80(b)(4) and 230.406 and submitted separately with the
Securities and Exchange Commission.
Maintenance
and Support Services for all Licensed Materials:
Provided Licensee has ordered and agreed to pay for Maintenance and Support
Services, for a period of one (1) year following the Effective Date of this
Program Schedule, Virage Logic will provide Licensee, or permitted assignee,
with Product Updates, Semiconductor Manufacturer Updates, and Telephone Support,
as defined herein. “Product Updates” shall mean all functional and/or feature
improvements to the Licensed Materials listed in this Program Schedule or
the attached Purchase Order that result in the release of a new version thereof,
and all bug fixes, error corrections, and performance enhancements developed
by
Virage Logic for such Licensed Materials as deemed necessary by Virage Logic.
“Semiconductor Manufacturer Updates” shall mean all functional and/or feature
improvements to the Licensed Materials listed in this Program Schedule or
the attached Purchase Order that result in the release of a new version thereof,
and all bug fixes, error corrections, and performance enhancements developed
by
the Semiconductor Manufacturer for such Licensed Materials as deemed necessary
by the Semiconductor Manufacturer. “Telephone Support” shall mean technical
support via telephone by qualified personnel during normal business hours
concerning the installation and use of the Licensed Materials listed in this
Program Schedule or the attached Purchase Order.
Maintenance
and Support Services Renewal:
Following the initial period of Maintenance, renewal Maintenance and Support
Services may be purchased at 15% of the current List Price of the Licensed
Materials to be covered by maintenance. Virage Logic is under no obligation
to
renew expired maintenance or provide Maintenance and Support Services for any
Licensed Products for which Licensee has not paid the applicable Maintenance
Fees. In the event Virage Logic agrees to renew expired maintenance, Licensee
will be charged for the period of time maintenance was lapsed, Maintenance
Fees
for the next one (1) year period, and a reinstatement fee of 25% of the
Maintenance Fees.
Notification
of Semiconductor Manufacturer Tape Outs:
In the
event a Semiconductor Manufacturer is manufacturing integrated circuits for
Licensee as authorized by this Program Schedule, Licensee agrees to provide
to
Virage Logic, no more frequently than quarterly, a report via email addressed
to
xxxxxxx@xxxxxxxxxxx.xxx
setting
forth the project tracking number used by the Semiconductor Manufacturer to
identify tape outs using the Licensed Materials authorized by the Master License
and this Program Schedule. Licensee agrees to permit the Semiconductor
Manufacturer to provide the above information to Virage Logic.
Payment
Terms:
All
payments due net sixty (60) days after Licensee receipt of invoice. No
applicable duties or taxes are included.
Physical
Tagging Standard Compliance:
Licensee acknowledges and agrees that all output generated for Licensee by
Virage Logic as described in this Program Schedule, or generated by Licensee
through use of any Compiler licensed hereunder contains information that
complies with the Virtual Component Identification Physical Tagging Standard
(VCID) as maintained by the Virtual Socket Interface Alliance (VSIA). Such
information may be expressed in Layer 63 or the specific GDSII layer designated
by the VSIA, hardware definition languages, or other formats. Licensee is not
authorized to alter or change any such information.
Notification
of Intellectual Property Content:
Licensee agrees to declare Virage Logic as a licensor of intellectual property
embodied in the Licensed Materials that is contained in Licensee’s products as
produced by the Semiconductor Manufacturer authorized by this Program Schedule.
Licensee agrees to execute such declaration as provided by the Semiconductor
Manufacturer to document the content of the Licensed Materials in Licensee’s
products.
Delivery:
FOB
Fremont, CA. Electronic (FTP or Electronic Mail) delivery is preferred delivery
method. Deliveries required under this Program Schedule shall be made in
accordance with the schedule set forth below. All deliveries to be made
electronically are subject to the terms of Electronic Delivery specified in
this
Program Schedule.
|
Deliverables
|
|||||
|
Item
|
Name
|
Part
Number
|
Delivery
Method
|
Delivery
Country
|
Delivery
Schedule
|
|
1
|
Addition
of Two (2) TSMC 0.18 HD instance to Wintegra's existing Medium Project.
For use on WinPath Rev B only
|
Ts18u-gss-xpxx-as-dxx-000-s
Rev A
|
Electronic
|
Israel
|
1
week
|
Master
License:
This
Program Schedule is issued pursuant to the Master License identified above
and the terms and conditions of the Master License are incorporated and made
a
part of this Program Schedule except as modified herein. This Program
Schedule constitutes a separate License with respect to the Licensed
Material(s) described herein. Capitalized terms used in this Program
Schedule shall have the same meaning as defined in the Master License,
unless otherwise stated.
IN
WITNESS WHEREOF, the parties have caused this Program Schedule to be executed
by
their duly-authorized representatives as of the Effective Date of this Program
Schedule.
| Licensee: Wintegra Ltd | Virage Logic Corporation |
| By: /s/ Xxxx Xxx-Xxx | By: /s/ Xxxx Xxxxxx |
| Name: Xxxx Xxx-Xxx | Name: Xxxx Xxxxxx |
| Title: CEO | Title: VP Engineering & CTO |
| Address: Xxxx Xxxxxx, 0 Xxxxxxxx Xx. | Address: 00000 Xxxxxxx Xxxxxxx |
|
Ra'anana
Industrial Park 43653
|
Xxxxxxx,
Xxxxxxxxxx 00000
|
|
Israel
|
|
| Facsimile: x000-0-0000000 | Facsimile: 000-000-0000 |
The
following attachments are hereby incorporated into this Program Schedule in
their entirety:
Attachment
1 - Electronic Transmission Agreement
Attachment
1 to Program Schedule Number 001.
ELECTRONIC
TRANSMISSION AGREEMENT
This
agreement (“Agreement”) is entered into and effective as of 14 May
2003
(“Effective Date”) by and between Virage Logic Corporation, a Delaware
corporation maintaining its principal place of business at 00000 Xxxxxxx
Xxxxxxx, Xxxxxxx, Xxxxxxxxxx 00000 XXX (“Virage Logic”), and Wintegra,
Ltd.,
an
Israel
corporation maintaining its principal place of business at Xxxx
Xxxxxx, 0 Xxxxxxxx Xx., Ra’anana, Industrial Park 43653,
Israel,
(“Licensee”).
This
Agreement sets forth the terms and conditions under which Virage Logic will
electronically deliver Licensed Materials, Documentation, and License Keys
to
the Licensee as specified in Program Schedule Number 001
to the
Master License Agreement (“Master License”) between Virage Logic and the
Licensee dated 20 December
2000.
Virage
Logic and Licensee agree as follows:
1. DEFINITIONS
1.1 “Electronic
Deliverables” shall mean the Licensed Materials and any other Virage Logic
Products to be delivered to the Licensee which are specified in the Delivery
Section of the Program Schedule referenced above as having Electronic
Delivery.
1.2 “Documentation”
shall mean any and all information provided by Virage Logic to Licensee
describing the Electronic Deliverables, the operation of the Electronic
Deliverables, and any matters relating to the use of the Electronic
Deliverables.
1.3 “License
Key(s)” shall mean a document in electronic format provided by Virage Logic to
the Licensee which reflects the applicable Licensee purchase order and lists:
(i) the Licensed Materials, including version number and quantity, licensed
to the Licensee under the Master License, (ii) the Key Server(s) and
software required to implement the Key Server function, and (iii) the codes
which Virage Logic provides to initialize use of the Key Server(s).
1.4 “Product
Updates” shall mean bug fix releases and functional and/or feature improvement
releases that are provided to Licensee pursuant to any maintenance agreement
between Virage Logic and Licensee.
1.5 “FTP
Server” shall mean the File Transfer Protocol server to be accessed by the
Licensee through the Internet.
2. ELECTRONIC
DELIVERY
2.1 Upon
the
acceptance of an order by Virage Logic and satisfaction of all Virage Logic
prerequisites prior to delivery, Virage Logic will electronically deliver to
the
Licensee by making the Electronic Deliverables specified in the Program
Schedule, including any related Documentation, and the License Key(s) available
on the FTP Server or via Electronic mail (E-Mail) to the E-Mail addresses
identified in Section 5 below.
2.2 Virage
Logic will electronically notify the Licensee’s designated Key Contact or Site
Administrator specified in Section 5 below that the Licensee’s order has
been fulfilled and that the Electronic Deliverables are available on the FTP
Server or via E-mail. Such electronic notification of the availability of the
Electronic Deliverables shall constitute the shipment of goods to Licensee
and
Licensee’s receipt of such goods so long as electronic pickup is actually
available to Licensee. Should electronic notification not be possible for
technical reasons, facsimile or telephone notification will be made to the
phone
numbers identified in Section 5 below and such notification shall have the
same force and effect as electronic notification.
2.3 Licensee
shall be responsible for obtaining access to the Internet and retrieving the
fulfilled order from the FTP Server or E-Mail. Licensee acknowledges that
certain Internet connections and hardware capabilities are necessary to complete
the electronic delivery. Licensee accepts the risk that electronic delivery
may
be slow and time-consuming for the Licensee depending upon network traffic
and
reliability.
2.4 Licensee
acknowledges and agrees that Virage Logic will only deliver the Electronic
Deliverables electronically and shall not deliver in any tangible medium,
including but not limited to, CD-ROM, tape, or paper.
2.5 Any
Product Updates to the Electronic Deliverables to be provided to the Licensee
in
accordance with any maintenance agreement between Virage Logic and the Licensee,
whether or not a part of the Program Schedule or Master License referenced
herein, shall also be delivered electronically in the manner described
above.
2.6 Licensee
may unilaterally change the individuals identified for delivery and notification
in Section 5 below by providing a signed writing to Virage Logic not less
than one (1) week prior to any scheduled delivery.
3. PAYMENT
Licensee
agrees that upon availability of the Electronic Deliverables on the FTP Server
or E-Mail, Virage Logic has fulfilled its obligation to deliver and any
applicable payments shall be due and payable to Virage Logic in accordance
with
the payment terms set forth in the Program Schedule and Master License
referenced herein.
4. TAXES
4.1 Virage
Logic and Licensee anticipate that the electronic delivery of the Electronic
Deliverables shall not be subject to a sales tax. In the event a sales tax
is
assessed, Licensee shall pay, indemnify, and hold Virage Logic harmless from
such tax, including but not limited to any sales, use, excise, import, export,
value added, or other tax resulting from the license or use of the Electronic
Deliverables not based on Virage Logic’s net income.
4.2 The
taxes
Licensee may pay pursuant to this section are in addition to any other payment
due under the Program Schedule and Master License referenced herein. Licensee’s
obligation to pay taxes shall survive the termination or expiration of the
Program Schedule and Master License referenced herein.
5. NOTIFICATION
5.1 Unless
noted as an exception in Section 5.3 below, all delivery and notification
for the Electronic Deliverables under this Program Schedule shall be made
to the following Key Contact or Site Administrator:
|
Name:
Xxx Xxxxxx
E-Mail:
xxxx@xxxxxxxx.xx.xx
Telephone:
x000-00-000000
Facsimile:
x000-0-0000000
Server
Hostname:
Server
Nodeid
|
Except
as
modified herein, the Master License is hereby ratified and confirmed and remains
in full force and effect. In the event of a conflict between the terms of this
Agreement and the Master License, the terms of this Agreement shall
govern.
IN
WITNESS WHEREOF, the parties have caused this Agreement to be executed by their
duly-authorized representatives as of the Effective Date of this
Agreement.
| Licensee: Wintegra Ltd | Virage Logic Corporation |
| By: /s/ Xxxx Xxx-Xxx | By: /s/ Xxxx Xxxxxx |
| Name: Xxxx Xxx-Xxx | Name: Xxxx Xxxxxx |
| Title: CEO | Title: VP Engineering & CTO |
| Address: 6 Hamasger St. | Address: 00000 Xxxxxxx Xxxxxxx |
|
Ra'anana
Industrial Park 43653
|
Xxxxxxx,
Xxxxxxxxxx 00000
|
|
Israel
|
|
| Facsimile: x000-0-0000000 | Facsimile: 000-000-0000 |
Attachment
2 - Statement of Work
|
Statement
of Work
|
Company
Confidential
|
Virage
Logic Corporation
Statement
of Work
For
Wintegra,
Inc.
SOW#
120400CRAIG1.0
Version
1.0
December
19, 2000
Proposal
for Customer
All
Information is proprietary to Virage Logic, Inc.
Information
contained within is also proprietary to Customer
Page
1
|
Statement
of Work
|
Company
Confidential
|
STATEMENT
OF WORK - Review Page
This
document must be reviewed and approved by the following Virage Logic
staff:
|
Account
Manager:
|
|
|
Xxxx
Xxxxxx
|
|
|
Application
Engineer:
|
|
|
Xxxxx
Xxxxxxxx
|
|
|
Project
Manager:
|
|
|
Xxxx
Xxx
|
|
|
Chief
Technology Officer:
|
|
|
Xxxx
Xxxxxx
|
|
|
Sales
Management:
|
|
|
Xxxxx
Xxxxxx
|
|
|
VP
Operations:
|
|
|
Xxxxxxx
Xxxxx
|
|
|
If
there are new software requirements that are required to meet the
specs,
additional reviews are:
|
|
|
Software
Developer Manager
|
|
|
N/A
- No software changes
|
|
Final
approval of this document is by the Chief Technology Officer or VP
Operations.
Proposal
for Customer
All
Information is proprietary to Virage Logic, Inc.
Information
contained within is also proprietary to Customer
Page
2
|
Statement
of Work
|
Company
Confidential
|
Table
of Contents:
|
3
|
||
|
1.
|
Introduction
|
4
|
|
2.
|
Instance
Specifications
|
4
|
|
3.
|
Customer
Deliverables
|
6
|
|
4.
|
Virage
Deliverables
|
6
|
|
5.
|
Test
Chip
|
7
|
|
6.
|
Foundry
Maintenance
|
7
|
|
7.
|
Warranty
|
8
|
|
8.
|
Terms
and Conditions
|
8
|
|
9.
|
Schedule
|
9
|
|
10.
|
Customer
Change Orders
|
9
|
|
11.
|
Reference
Documents
|
10
|
|
12.
|
Attachments
|
10
|
|
13.
|
Key
Contacts
|
10
|
| ATTACHMENT A: WIN-DP-113000: 0.18UM [†] INSTANCE SPECIFICATION | 12 | |
|
ATTACHMENT
B: WIN-SP-113000: 0.18UM [†] INSTANCE SPECIFICATION
|
13
|
|
| ATTACHMENT C: CUSTOMER QUESTIONNAIRE |
14
|
|
| ATTACHMENT D: LAYER TRANSLATION TABLE | ||
[†]
Information redacted pursuant to a confidential treatment request by Wintegra,
Inc. under 17 CFR §§ 200.80(b)(4) and 230.406 and submitted separately with the
Securities and Exchange Commission.
Proposal
for Customer
All
Information is proprietary to Virage Logic, Inc.
Information
contained within is also proprietary to Customer
Page
3
|
Statement
of Work
|
Company
Confidential
|
| 1. |
Introduction
|
| 1.1. |
Wintegra
is contracting with Virage Logic, Inc. to develop 2 custom high-speed
instances for use at nominal (1.8V) operation for the TSMC 0.18 um
standard process. These high-speed instances include the following:
[†].
Also, Wintegra will purchase additional instances that may be referenced
in the customer questionnaire, but are standard products and are
therefore
explicitly not part of this SOW. All terms for standard products
are
covered in the Master License Agreement and the pertinent Program
Schedule.
|
| 2. |
Instance
Specifications
|
| 2.1. |
Virage
Logic will develop the memory instances for the TSMC 0.18 um logic
process.
|
| 2.2. |
Virage
Logic will develop the instances in accordance to the detailed
specifications for each instance in Attachment A and Attachment B.
An
overview of the instances is described below (2.3 and
beyond).
|
| 2.3. |
See
Table 2.0 for instance configurations:
|
Table
2.0 - Instance Configurations
|
Name
|
Type
|
Words
|
Bits
|
Frequency
|
Subword
|
|
[†]
|
[†]
|
[†]
|
[†]
|
[†]
|
[†]
|
|
[†]
|
[†]
|
[†]
|
[†]
|
[†]
|
[†]
|
| 2.4. |
Column
Mux configuration should result in the smallest instance that will
meet or
beat Wintegra's high-speed requirements.
|
| 2.5. |
Table
2.1 contains specific performance requirements for the high-speed
instances.
|
Proposal
for Customer
All
Information is proprietary to Virage Logic, Inc.
Information
contained within is also proprietary to Customer
| [†] |
Information
redacted pursuant to a confidential treatment request by
Wintegra, Inc.
under 17 CFR §§ 200.80(b)(4) and 230.406 and submitted separately with the
Securities and Exchange Commission.
|
Page
4
|
Statement
of Work
|
Company
Confidential
|
Table
2.1 - Instance Performance Requirements
|
Name
|
Type
|
Configuration
|
Setup
Time
(ns)
|
Hold
Time
(ns)
|
Clock
to Data out (ns)
|
|
[†]
|
[†]
|
[†]
|
[†]
|
[†]
|
[†]
|
|
[†]
|
[†]
|
[†]
|
[†]
|
[†]
|
[†]
|
| 2.6. |
Pin
names will use Virage Logic standard pin naming
conventions.
|
| 2.7. |
Bus
names should be configured to use vector names
(a[1]).
|
| 2.8. |
The
process will support 6 layers of metal. Wintegra will route freely
over
the instances on layer 5 and 6 for the single port instance, and
in a
vertical direction for layer 5 and freely for layer 6 for the dual
port
instance.
|
| 2.9. |
No
special process corners will be required. Table 2.2 shows the process
corners that Virage Logic supports for the standard TSMC .18
process.
|
Table
2.2: Standard TSMC .18 Process Corners
|
Name
|
VDD
(v)
|
TJ
(C)
|
Process
|
|
SS
|
[†]
|
[†]
|
Slow
|
|
TT
|
[†]
|
[†]
|
Typical
|
|
FF
|
[†]
|
[†]
|
Fast
|
| 2.10. |
Power
ring widths will be configured automatically based on a 200 MHz worst
case
frequency.
|
| 2.11. |
Power
ring configuration will be based on the default values for the Virage
Logic standard compiler.
|
Proposal
for Customer
All
Information is proprietary to Virage Logic, Inc.
Information
contained within is also proprietary to Customer
| [†] |
Information
redacted pursuant to a confidential treatment request by
Wintegra, Inc.
under 17 CFR §§ 200.80(b)(4) and 230.406 and submitted separately with the
Securities and Exchange Commission.
|
Page
5
|
Statement
of Work
|
Company
Confidential
|
| 2.12. |
Power
ring layers are described in Table 2.2.
|
Table
2.2: Standard TSMC .18 Process Corners
|
Ring
Name
|
Interior
or External
|
Top/Bottom
Layer
|
Left/Right
Layer
|
|
VDD
|
External
|
2
|
1
|
|
VSS
|
Internal
|
1
|
2
|
| 2.13. |
All
standard Virage Logic views will be provided
including:
|
| · |
[†]
|
| 3. |
Customer
Deliverables
|
| 3.1. |
No
customer deliverables have been
identified.
|
| 4. |
Virage
Deliverables
|
| 4.1. |
Virage
will deliver a tar file containing all views of the instances as
specified
in this SOW.
|
| 4.2. |
Instances
will be delivered via electronic media through Virage FTP site to
Wintegra's technical contact.
|
Proposal
for Customer
All
Information is proprietary to Virage Logic, Inc.
Information
contained within is also proprietary to Customer
| [†] |
Information
redacted pursuant to a confidential treatment request by
Wintegra, Inc.
under 17 CFR §§ 200.80(b)(4) and 230.406 and submitted separately with the
Securities and Exchange Commission.
|
Page
6
|
Statement
of Work
|
Company
Confidential
|
| 5. |
Test
Chip
|
| 5.1. |
If
desired, Wintegra will be responsible for all aspects of a test
chip.
|
| 6. |
Foundry
Maintenance
|
| 6.1. |
Foundry
Maintenance will be included for the first 12 months after delivery
of the
final milestone and may be renewed annually thereafter at Wintegra's
option.
|
| 6.2. |
Foundry
Maintenance includes the following:
|
| - |
Re-Layout
of the Physical design due to design rule changes,
etc.
|
| - |
Maximum
1 time per 12-month period
|
| · |
Special
exception pertaining only to this SOW and to be separately negotiated
in
any future SOW with Licensee. Foundry maintenance will include an
additional re-layout of the Physical design due to design rule changes
only in the first 12-month period for a total maximum of 2 times
in the
first 12-month period.
|
| - |
Re-Characterization
of the database due to spice model or process
changes.
|
| - |
Maximum
2 times per 12 month period
|
| - |
New
EDA Models that we may offer
|
| - |
Updates
to existing EDA Models that we offer
|
| - |
Virage
Logic Telephone Support and Enhancements
|
| 6.3. |
Examples
of what Foundry Maintenance does NOT
include:
|
| - |
Reoptimization
due to substantial changes to design
rules
|
| - |
Architectural
changes in the process (adding local
interconnect)
|
| - |
Physical
changes which require a change in the architecture of the
instance.
|
| - |
Additional
PVT points or changes in the current PVT
conditions.
|
Page
7
|
Statement
of Work
|
Company
Confidential
|
| 7. |
Warranty
|
Warranty
terms are covered in the Master License Agreement.
Acceptance
| 7.1. |
Customers
must complete acceptance within 10 days of delivery or acceptance
is
automatic.
|
| 7.2. |
The
acceptance time period will start for each milestone as follows:
|
Milestone
1: Signing
of the SOW and receipt of PO
Milestone
2: Delivery
and acceptance by Wintegra of front-end views and models
Milestone
3: Delivery
and acceptance by Wintegra of back-end views and models
| 8. |
Terms
and Conditions
|
All
quotes should specify standard payment terms and conditions. Any non-standard
terms and conditions must be on the quote, purchase order, program schedules
and
SOW.
Standard
Terms and conditions are:
| - |
All
Prices are in U.S. Dollars.
|
| - |
Payment
terms are net 30.
|
| - |
All
prices are FOB Fremont, CA and do not reflect any applicable duties
or
taxes.
|
| - |
Delivery
will be via FTP. Transmission of FTP pickup information by email
constitutes shipment of goods to customer's dock and subsequent
receipt.
|
| - |
Virage
Logic's Master License Agreement (MLA) must be signed covering all
licensed compilers.
|
| - |
Quotation
valid until end-of-business, 30 days from date of
quote.
|
| - |
Unless
other wise stated, all products will be delivered with functionality
that
conforms to the relevant Virage Logic Product
data-sheet.
|
| - |
Warranty
period is 90 days from delivery.
|
| - |
A
statement of work (SOW) will be generated within 7 working days of
receipt
of order.
|
| - |
Cancellation
of project will result in payment of the next
milestone.
|
| - |
Remaining
payments to be as listed in schedule.
|
Proposal
for Customer
All
Information is proprietary to Virage Logic, Inc.
Information
contained within is also proprietary to Customer
Page
8
|
Statement
of Work
|
Company
Confidential
|
| 9. |
Schedule
|
| 9.1. |
Qualifying
conditions: Final Schedule will be determined at delivery of Final
SOW.
All other schedules are preliminary and subject to change depending
on
resource availability.
|
| 9.2. |
Below
are the scheduled deliverables. See Acceptance Section of this SOW
for a
definition of the Milestones.
|
|
Deliverable
|
Date
|
||
|
Milestone
1
|
ARO
+ 0
|
||
|
Milestone
2
|
ARO
+ 6 weeks
|
||
|
Milestone
3
|
ARO
+ 10 weeks
|
||
| 9.3. |
Refer
to the Program Schedule for payment
terms.
|
| 10. |
Customer
Change Orders
|
| 10.1. |
Either
party may request changes to any part of a previously agreed upon
design
effort during the course of this SOW. Upon receipt of written request,
the
receiving party shall promptly inform the other requesting part the
acceptability, effect and impact, if any, of the requested changes
which
shall include but is not limited to, any change in price or scheduled
completion dates. It is understood that all work will continue as
previously agreed and without regard to the requested change until
both
parties have agreed in writing and have amended the terms of this
SOW
accordingly. The parties may mutually agree to stop all work upon
request.
|
| 10.2. |
In
the event customer needs to update the specification of this SOW,
customer
and Virage Logic shall work together to plan for the change in
specification. Customer shall have the option to approve any increase
in
cost prior to being incurred, if Virage Logic expects
reimbursement.
|
| 10.3. |
Addition/deletion
to the SOW requires formal notification of both parties with costs
and
schedule impact documented if applicable.
|
| 10.4. |
Any
changes to the original SOW requires a minimum of 2 weeks-advanced
written
notice before the change can be
initiated.
|
| 10.5. |
Any
changes to the SOW will require re-confirmation of the Virage Logic
deliverables schedule as well as the contents of the
deliverables.
|
| 10.6. |
Change
Orders - Change orders are modifications required by Customer as
a result
of modifications to the original specification. Written change orders
will
be acknowledged within one working day upon receipt in writing or
by
e-mail. Virage Logic will submit an estimate for the cost to complete
the
change and any schedule changes order within 5 working
days.
|
Proposal
for Customer
All
Information is proprietary to Virage Logic, Inc.
Information
contained within is also proprietary to Customer
Page
9
|
Statement
of Work
|
Company
Confidential
|
| 11. |
Reference
Documents
|
| 11.1. |
Master
License Agreement
|
| 11.2. |
Program
Schedule #DCW1011-2
|
| 11.3. |
Virage
Quotation #DCW1011-02
|
| 11.4. |
Wintegra
Purchase Order
|
| 12. |
Attachments
|
| 12.1. |
Attachment
A - WIN-DP-113000: 0.18um [†]
Instance Specification
|
| 12.2. |
Attachment
B - WIN-SP-113000: 0.18um [†]
Instance Specification
|
| 12.3. |
Attachment
C - Customer Questionnaire
|
| 12.4. |
Attachment
D - Layer translation table
|
| 13. |
Key
Contacts
|
| 13.1. |
Customer
Project Interface:
|
Xxxxx
Xxxxx
Design
Manger
Phone
Number: 000-0-000-0000
Fax
Number: 000-0-000-0000
Email:
xxxxx@xxxxxxxx.xxx
| 13.2. |
Virage
Project Interface:
|
Xxxxx
Xxxxxxxx
Virage
Logic Lead FAE
Austin,
Texas
000-000-0000
Email:
xxxxxx@xxxxxxxxxxx.xxx
Proposal
for Customer
All
Information is proprietary to Virage Logic, Inc.
Information
contained within is also proprietary to Customer
| [†] |
Information
redacted pursuant to a confidential treatment request by
Wintegra, Inc.
under 17 CFR §§ 200.80(b)(4) and 230.406 and submitted separately with the
Securities and Exchange Commission.
|
Page
10
|
Statement
of Work
|
Company
Confidential
|
The
above
statement of work and its attachments are understood and approved.
| /s/ Xxxx Xxx-Xxx | /s/ Xxxx Xxxxxxxxx | ||
|
Customer Signature |
Virage Signature |
||
|
Xxxx
Xxx-Xxx
Name
|
Xxxx Xxxxxxxxx
|
||
|
CEO
Title |
CEO
Title |
||
|
12/20/2000
Date |
12/27/00
Date |
Proposal
for Customer
All
Information is proprietary to Virage Logic, Inc.
Information
contained within is also proprietary to Customer
Page
11
|
Statement
of Work
|
Company
Confidential
|
Instance
Specification
This
Attachment A is redacted in its entirety pursuant to a confidential treatment
request by Wintegra, Inc. under 17 CFR §§ 200.80(b)(4) and 230.406 and submitted
separately with the Securities and Exchange Commission.
Proposal
for Customer
All
Information is proprietary to Virage Logic, Inc.
Information
contained within is also proprietary to Customer
Page
12
|
Statement
of Work
|
Company
Confidential
|
Instance Specification
This
Attachment B is redacted in its entirety pursuant to a confidential treatment
request by Wintegra, Inc. under 17 CFR §§ 200.80(b)(4) and 230.406 and submitted
separately with the Securities and Exchange Commission.
Proposal
for Customer
All
Information is proprietary to Virage Logic, Inc.
Information
contained within is also proprietary to Customer
Page
13
|
Statement
of Work
|
Company
Confidential
|
This
Attachment C is redacted in its entirety pursuant to a confidential treatment
request by Wintegra, Inc. under 17 CFR §§ 200.80(b)(4) and 230.406 and submitted
separately with the Securities and Exchange Commission.
Proposal
for Customer
All
Information is proprietary to Virage Logic, Inc.
Information
contained within is also proprietary to Customer
Page
14
|
Statement
of Work
|
Company
Confidential
|
Attachment
D:
LAYER
TRANSLATION TABLE
This
Attachment D is redacted in its entirety pursuant to a confidential treatment
request by Wintegra, Inc. under 17 CFR §§ 200.80(b)(4) and 230.406 and submitted
separately with the Securities and Exchange Commission.
Proposal
for Customer
All
Information is proprietary to Virage Logic, Inc.
Information
contained within is also proprietary to Customer
Page
15
|
Statement
of Work
|
Company
Confidential
|
|
Virage
Logic Corporation
00000
Xxxxxxx Xxxxxxx
Xxxxxxx,
XX 00000
XXX
Voice: 000-000-0000
Fax: 000-000-0000
|
Invoice
Invoice
Number:
1325
Invoice
Date:
Dec
28, 2000
Page:
1
|
|
Sold To:
0000
X. XxXxx Xxxxxx Xxxxx 000
Xxxx:
Xxxx Xxxxxxxx
Xxxxxx,
XX 00000
|
Ship to:
0000
X. XxXxx Xxxxxxxxxx
Xxxxx
000
Xxxxxx,
XX 00000
|
90
45
|
Customer
ID
|
Customer
PO
|
Payment
Terms
|
|||
|
WINTEGRA
|
1/0015
|
Net
30 days
|
|||
|
Sales
Rep ID
|
Shipping
Method
|
Ship
Date
|
Due
Date
|
||
|
Elect.
Transfer
|
12/22/00
|
1/27/01
|
|||
|
Quantity
|
Item
|
Description
|
Unit
Price
|
Extension
|
|
|
1.00
|
Billing
for Delivery of Front-end views and GDS for Single Project
Configurations
|
[†]
|
[†]
|
||
|
Subtotal
|
[†]
|
||||
|
Sales
Tax
|
|||||
|
Total
Invoice Amount
|
[†]
|
||||
|
Check
No:
|
Payment
Received
|
0.00
|
|||
|
TOTAL
|
[†]
|
||||
[†]
Information redacted pursuant to a confidential treatment request by Wintegra,
Inc. under 17 CFR §§ 200.80(b)(4) and 230.406 and submitted separately with the
Securities and Exchange Commission
Proposal
for Customer
All
Information is proprietary to Virage Logic, Inc.
Information
contained within is also proprietary to Customer
Page 16
