Contract
CONFIDENTIAL ADDENDUM
TO LICENSE AGREEMENT
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Year* | 1 | 2 | 3 | 4 | 5 | 6 | 7 | 8-10 |
[***] | [***] | [***] | [***] | [***] | [***] | [***] | [***] | |
Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. 1 CONFIDENTIAL Year 1 begins with Licensee’s launch of 90nm risk production for [***] wafer manufacturing (targeted for [***]). Licensee agrees to provide Artisan Components written notice within [***] of the launch of the 90nm risk production for [***] wafer manufacturing. 2. Definitions. For purposes of convenience, the parties set forth below the provisions from the 2000 Royalty Addendum defining “LIC/Wafer” and “Engineering Lot,” changed only to refer to the 90nm Licensed Products, and the parties acknowledge and agree to these definitions with respect to the 90nm Licensed Products: Artisan Components agrees to use commercially reasonable efforts to ensure that the 90nm Licensed Products are tagged in accordance with Section 1 above, and to ensure that the 90nm Licensed Products distributed pursuant to Artisan’s Free Library Program and Third Party Relationship Programs are tagged in accordance with Section 1 above and that Artisan Component’s end user licensees pursuant to those programs are required to keep the tagging information intact. Artisan Components further agrees to inform its end user licensees of the 90nm Licensed Products that TSMC will provide Artisan Components with wafer and part number information pursuant to TSMC’s contractual obligations to Artisan Components. The parties confirm and clarify that “LIC/Wafer” shall mean any single integrated circuit die and/or piece of silicon wafer designed and/or manufactured at Licensee’s Manufacturing Sites Using all or any portion of the (i) Licensed Products and/or any [***], [***] or [***] of Licensed Products made by or for Licensee or [***] of the foregoing, (ii) any of the [***] provided [***] and/or [***] distributed by and through Artisan through its Free Library Program and Third Party Relationship Programs (“TSMC Cells”), and/or (iii) any [***] and/or [***] (e.g., [***], [***], [***], [***], etc.) that are developed by Artisan Components to Licensee’s design rules, mutually-agreed upon guidelines, Licensee’s spice models, Licensee’s SRAM bit cells (if available) or by joint review and mutually agreed SRAM-approved bit cell, and in which end user customers are restricted to manufacturing (through Artisan Components’ End User License Agreement) solely at Licensee’s Manufacturing Sites. This Addendum, including the definition of “LIC/Wafer”, and the License Agreement, constitute the entire agreement of the parties with respect to Licensee’s royalty obligation to Artisan Components for 90nm Licensed Products. “90nm LIC/Wafers” means all LIC/Wafers that are manufactured for any of Licensee’s 90nm processes and Licensee’s 90nm derivative processes, except [***] (defined below) and [***]. “[***]” means an [***] set of wafers (not to exceed [***]) manufactured for [***] the [***] and [***] of the [***] for a particular [***]. 3. Restricted Credits. The terms of the 2000 Royalty Addendum shall apply to the 90nm Licensed Products with respect to Restricted Credits, except as may be modified below: 3.1 Artisan Components will accrue restricted credits (“Restricted Credits”) for Licensee based on royalty fees paid to Artisan Components when due hereunder as follows. A percentage of a Restricted Credit will accrue for each $1.00 of royalty fees paid to Artisan Components when due hereunder in accordance with the following table. [***] Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission. 2 CONFIDENTIAL Restricted Credit Percentages For Royalties Paid Against 90nm LIC/Wafers |
Year* | 1 | 2 | 3 | 4 | 5 | 6 | 7 | 8-10 | |
Percentage of Royalty $$ = Restricted Credit | [***] | [***] | [***] | [***] | [***] | [***] | [***] | [***] | |
For example, if [***] of royalties is paid to Artisan for Royalty Year 1 for 90nm LIC/Wafers when due, Licensee will accrue [***] of Restricted Credits. 4. General; Entire Agreement. Except as set forth herein, all terms and conditions of the License Agreement shall remain in full force and effect. Unless otherwise defined in this Addendum, capitalized terms used in this Addendum shall have the same meaning as set forth in the License Agreement. This Addendum and the License Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersedes any other agreements, promises, representations or discussions, written or oral, concerning such subject matter. Accepted and Agreed To: |
ARTISAN COMPONENTS, INC. By: [***] —————————————— Name: [***] —————————————— Title: [***] —————————————— Date: September 10, 2002 —————————————— |
TAIWAN SEMICONDUCTOR MANUFACTURING COMPANY LTD. (Licensee) By: [***] —————————————— Name: [***] —————————————— Title: [***] —————————————— Date: September 6, 2002 —————————————— |
[***] Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission. 3 |