Phoenix Technologies Ltd./Confidential Phoenix Agreement Number 14820100
PHOENIX TECHNOLOGIES LTD.
TECHNOLOGY LICENSE AGREEMENT
This Technology License Agreement ("Agreement") is entered into and is
effective as of February 12, 1998 ("Effective Date") between Phoenix
Technologies Ltd., a Delaware corporation having its principal place of business
at 000 Xxxx Xxxxxxxx Xxxxx, Xxx Xxxx, Xxxxxxxxxx 00000 ("PTL"), and Maker
Communication, Inc., a corporation having its principal place of business at 00
Xxxxx Xxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxxxxxxx 00000 ("Licensee"). In
consideration of the premises and covenants contained herein, the parties agree
as follows:
1.0 DEFINITIONS
1.1 "Competitor" means a company, corporation, or other entity that develops,
markets, and/or license software similar in function to PTL's Virtual Chips line
of commercially available products.
1.2 "Contractor(s)" means a company, corporation, or other entity that provides
services for Licensee's Design Group, as set forth in Section 3.1.5 below. No
Competitor will be a Contractor.
1.3 "Core" means PTL's Virtual Chips synthesizable core software product in
source code form and any associated design files, as licensed under this
Agreement.
1.4 "Defect(s)" wil1 mean any mistake, problem, or error which is capable of
reproduction by PTL and which causes (a) an incorrect functioning or
non-functioning of the Software, or (b) renders the Software inoperable, or (c)
causes the Software to fail to meet its specifications.
1.5 "Derivative Work" means a computer program and any subsequent design,
including any resultant integrated circuit, which is a Modification made by
Licensee based on or incorporating material from the Software so that the
Modification, as a whole, represents an original work of authorship.
1.6 "Design Group" means a group within Licensee which is a single design team
designated to design Licensee's IC and/or test Licensee's IC. Such Design Group
will be designated on the Purchase Order. Each such group may have no more than
three locations, anywhere in the world. Each such location will be identified by
Licensee to PTL, in writing. Additional locations must be agreed to, in writing,
by PTL.
1.7 "Licensee's IC" means (a) the device created from integrated circuit designs
by the Design Group, as identified in the Purchase Order accepted by PTL, and
which incorporates the Core; and/or (b) the device created from integrated
circuit designs by the Design Group which is tested using the Test Environment.
l.8 "Modification(s)" means a revision, augmentation, abridgment, upgrade,
addition, adaptation, or other modification to the Software.
1.9 "Purchase Order(s)" means the order form issued to PTL by Licensee stating
the Software, Reuse, New Design Group, training, and/or services Licensee
requests from PTL.
1.10 "Reuse" means use of the Core by the Design Group on a new and functionally
different integrated circuit design. A Reuse occurs at synthesis of Licensee's
IC. Changes to fix functional problems (bugs), timing problems or other errors
in Licensee's IC will not be considered a Reuse.
1.11 "SGN Format" means Core represented in a synthesized gate level net list
format and subsequent formats as part of the process of creating an integrated
circuit.
1.12 "Software" means Core and Test Environment, collectively, as licensed under
this Agreement.
1.13 "Test Environment" means PTL's Virtual Chips simulation and test software
in source code form and any associated design files, as licensed under this
Agreement.
1.14 "Licensee Simulation Model" means a simulation program developed by
Licensee that contains the Core or derivatives thereof.
2.0 QUOTATIONS AND PURCHASE ORDERS
2.1 [**]
2.2 [**]
2.3 [**]
3.0 LICENSE
3.1 [**]
3.1.1 [**]
3.1.2 [**]
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS
EXHIBIT, WHICH PORTIONS HAVE BEEN OMITTED AND REPLACED WITH [**] AND FILED
SEPARATELY WITH THE COMMISSION.
[**] Indicates that information has been omitted and filed separately with the
Commission pursuant to a request for confidential treatment.
Phoenix Technologies Ltd./Confidential Phoenix Agreement Number 14820100
[**]
3.1.3 [**]
3.1.4 [**]
3.1.5 [**]
3.1.6 [**]
3.2 [**]
3.3 [**]
3.4 [**]
3.5 [**]
3.6 [**]
3.7 [**]
4.0 DELIVERY
PTL will deliver the Software and any other deliverables within ten (10)
business days following the acceptance of the Purchase Order by PTL, unless the
parties agree, in writing, to a different delivery schedule.
5.0 ASSOCIATED FEES AND PAYMENT
5.1 [**]
5.2 [**]
[**] Indicates that information has been omitted and filed separately with the
Commission pursuant to a request for confidential treatment.
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Phoenix Technologies Ltd./Confidential Phoenix Agreement Number 14820100
[**]
5.3 [**]
5.4 [**]
5.5 [**]
6.0 TRAINING
Subject to payment of fees by Licensee to PTL, PTL will provide to licensee
certain training of the Software. Such training will be provided at a regularly
scheduled PTL training class at PTL's San Xxxx, Ca1ifoniia facility. Licensee
will be solely responsible for all travel, accommodation, and miscellaneous
expenses for Licensee's attendance at such training. Training is subject to an
Official Quotation pursuant to Section 2 above.
7.0 OWNERSHIP
7.1 [**]
7.2 [**]
8.0 LIMITED WARRANT AND REMEDIES
8.1 [**]
8.2 [**]
8.3 [**]
8.4 [**]
8.5 [**]
[**] Indicates that information has been omitted and filed separately with the
Commission pursuant to a request for confidential treatment.
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Phoenix Technologies Ltd./Confidential Phoenix Agreement Number 14820100
9.0 CONFIDENTIALITY
9.1 [**]
9.2 [**]
10.0 INTELLECTUAL PROPERTY INDEMNIFICATION
10.1 [**]
10.2 [**]
10.3 [**]
10.4 [**]
11.0 LIMITATION OF LIABILITY
11.1 [**]
[**] Indicates that information has been omitted and filed separately with the
Commission pursuant to a request for confidential treatment.
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Phoenix Technologies Ltd./Confidentia1 Phoenix Agreement Number 14820100
[**]
11.2 [**]
12.0 INDEMNITY OF PTL
[**]
13.0 TERM AND TERMINATION
13.1 [**]
13.2 [**]
13.3 [**]
13.4 [**]
14.0 GENERAL
14.1 Licensee and PTL agree that this Agreement constitutes the complete
Agreement and understanding between the parties with respect to the subject
matter herein. This Agreement supersedes all prior agreements, understandings,
and negotiations, whether written or verbal, with respect to the subject matter
herein. No amendment or modification of this Agreement will be effective unless
it is set forth in a writing which refers to the particular provisions so
amended or modified and is executed by authorized representatives of both
parties.
14.2 Notices will be sent by first class mail or express mail, postage prepaid,
by courier or other personal delivery, or by facsimile (with telephonic
confirmation of receipt) to the parties at the addresses specified at the
beginning of this Agreement or to such other address as a party designates in
writing to the other party. Notices to PTL will be sent to the attention of the
Legal Department.
14.3 Licensee agrees that it will not export any Software or other materials
provided by PTL hereunder in violation of any law, statute or regulation,
including the United States Export Administration Act and regulations
thereunder.
14.4 [**]
14.5 No third party will have any rights under this Agreement. The parties are
independent contractors, and neither party will have any right or power to
create any obligation or responsibility on behalf of the other party.
[**] Indicates that information has been omitted and filed separately with the
Commission pursuant to a request for confidential treatment.
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Phoenix Technologies Ltd./Confidential Phoenix Agreement Number 14820100
14.6 [**]
14.7 [**]
14.8 [**]
14.9 [**]
This Agreement is entered into on behalf of the parties by their duly authorized
representatives.
PTL: Phoenix Technologies, Ltd.
Signature /s/ Xxxxxx X. Xxxxxxx
-----------------------------------
Print Name: Xxxxxx X. Xxxxxxx
-----------------------------------
Title: V.P. General Counsel, and Secretary
-----------------------------------
Date: 3/5/98
-----------------------------------
Licensee: Maker Communications, Inc.
Signature: /s/ Xxxxxxxx Xxxxxxx
-----------------------------------
Print Name: Xxxxxxxx Xxxxxxx
-----------------------------------
Title: Vice President & CFO
-----------------------------------
Date: 2/27/98
-----------------------------------
[**] Indicates that information has been omitted and filed separately with the
Commission pursuant to a request for confidential treatment.
Page 6 of 6
Confidential Phoenix Agreement Number 14820200
PHOENIX TECHNOLOGIES LTD.
SUPPORT AND MAINTENANCE ADDENDUM
This Support and Maintenance Addendum ("Addendum") is entered into and is
effective as of February 12, 1998, ("Effective Date") between Phoenix
Technologies Ltd., a Delaware corporation having its principal place of business
at 000 Xxxx Xxxxxxxx Xxxxx, Xxx Xxxx, Xxxxxxxxxx 00000 X.X.X. ("Phoenix") and
Maker Communication, Inc., a Delaware corporation having its principal place of
business at 00 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxxxxxxx 00000 ("Licensee").
Phoenix and Licensee have previously entered into a Technology License
Agreement, Phoenix Agreement Number 14820100, dated February 12, 1998
("Controlling Agreement"), where Licensee has licensed certain Phoenix Virtual
Chips software ("Software").
1.0 SUPPORT AND MAINTENANCE
1.1 [**]
1.2 [**]
1.2.1 [**]
1.2.2 [**]
1.3 [**]
1.3.1 [**]
1.3.2 [**]
2.0 TERM AND FEES
2.1 [**]
2.2 [**]
2.3 [**]
3.0 GENERAL
3.1 [**]
3.2 [**]
3.3 [**]
This Addendum is entered into on behalf of the parties by their duly
authorized representatives.
Phoenix: Phoenix Technologies Ltd.
Signature: /s/ Xxxxxx X. Xxxxxxx
------------------------------------------------------
Print Name/Title: Xxxxxx X. Xxxxxxx, V.P. General Counsel, and Secretary
------------------------------------------------------
Date: 3/5/98
------------------------------------------------------
Licensee: Maker Communications, Inc.
------------------------------------------------------
Signature: /s/ Xxxxxxxx Xxxxxxx
------------------------------------------------------
Print Name/Title: Xxxxxxxx Xxxxxxx/ V.P. & CFO
------------------------------------------------------
Date: 2/27/98
------------------------------------------------------
[**] Indicates that information has been omitted and filed separately with the
Commission pursuant to a request for confidential treatment.
