License Agreement - Artisan Components Inc. and Fujitsu Microelectronics Inc.
LICENSE AGREEMENT
This License Agreement, the "Agreement," Number PL0626, with an "Effective Date"
of June 16, 1997, is made by and between Artisan Components, Inc., a California
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corporation, with its principal place of business at 2077 Gateway Place, #300,
San Jose, California 95110, hereinafter referred to as "Artisan Components," and
Fujitsu Microelectronics, Inc. a California corporation with its principal place
of business at 3545 North First Street, San Jose, CA 95134 hereinafter referred
to as "Licensee."
1. DEFINITIONS
1.1 "AFFILIATE" means any corporation or other business entity during the
term of this Agreement in which, but only for so long as, Licensee owns or
controls directly or indirectly, at least 50% of the outstanding stock or other
voting rights entitled to elect directors; provided, however, that in any
country where the local law does not permit equity participation of at least
50%, then Affiliate will include any company in which Licensee owns or controls,
directly or indirectly, the maximum percentage of such outstanding stock or
voting rights permitted by law.
1.2 "DESIGN" means any integrated circuit, integrated circuit mask, design
database or graphical representation of a design database containing
representations of Licensed Products or designed with data from Licensed
Products from Artisan Components in any of its various formats, including but
not limited to: circuit schematics, ASCII or binary data, logic diagrams,
simulations models, physical layout, hardware description languages, timing
characteristics and netlists.
1.3 "DESIGN DATA AND TECHNIQUES" means the Artisan Components supplied
data, circuit and logic elements, libraries, architectures, and technical
information incorporated in the Licensed Products and Documentation, and
employed in the process of creating Designs.
1.4 "GOOD DIE" means the number of yielded good Licensed Integrated
Circuits manufactured by Licensee, whether such Licensed Integrated Circuits are
bare die, fully packaged, or otherwise.
1.5 "LAYOUT AND SCHEMATICS" means the library element physical design
database and related transistor level schematics, netlists and related
documentation, whether in object code, reconfigurable binary, ASCII data, binary
data, or any other form.
1.6 "LICENSED INTEGRATED CIRCUIT" shall mean a single die manufactured
Using all or any portion of the Licensed Products.
1.7 "LICENSED PRODUCTS" means the data and/or software and related
documentation set forth in Appendix A and Updates thereto, whether in object
code, reconfigurable binary, ASCII data, binary data or any other form. Licensed
Products includes Layout and Schematics and Models and User Documentation.
Appendix A defines the Licensed Products.
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1.8 "LICENSED SITE(S)." Appendix A defines the site(s) that will be
licensed to Use the Licensed Products and receive direct product support via e-
mail or telephone Artisan Components.
1.9 "MODELS AND USER DOCUMENTATION" means the library element timing and
simulation models, logical symbols and related documentation.
1.10 "SQUARE MILLIMETERS" means the square millimeters occupied on each
Good Die by (a) the placed and routed standard cells within the Licensed
Products or (b) other portions of the Licensed Products. Square Millimeters
occupied by Licensed Products other than placed and routed standard cells shall
be as reported by the Artisan Components generator or as documented in the
Licensed Products documentation.
1.11 "UPDATE(S)" means a derivative work extension, enhancement or
modification of a Licensed Product made by or for Artisan Components, which
Artisan Components in its sole discretion releases to its licensees free of
charge. Updates shall not include any new or additional features, enhancements,
or options which increase the basic functionality of the Licensed Product for
which Artisan Components charges a separate or additional fee.
1.12 "USAGE, USING, USE OR USED" means the transmitting, processing,
storing, designing with or displaying of any portion of the Licensed Product
through the use of computer and/or video equipment and/or utilizing Models and
User Documentation, in each case solely for the purpose of designing and
manufacturing Licensed Integrated Circuits.
2. LICENSE GRANT, RESTRICTED USE AND ADDITIONAL COPIES
2.1 Subject to the terms and conditions stated herein, Artisan Components
grants to Licensee a non-transferable, non-sublicenseable, non-exclusive,
royalty-bearing, limited license to Use the Licensed Product(s) in machine
readable form and to reproduce the Licensed Products for internal distribution
at the Licensed Sites(s) and for distribution of the Models and User
Documentation as set forth in Section 2.2.
2.2 Licensee may distribute the Models and User Documentation to
Licensee's customers of Licensed Integrated Circuits as needed to support
Licensee's IC design and manufacture business.
2.3 Licensee acknowledges and agrees that: (a) unauthorized reproduction,
electronic transfer or other Use of Licensed Product(s) which is not expressly
authorized by this Article 2 is a breach of a material obligation of this
Agreement; and (b) in the event that unauthorized copies of Licensed Product(s)
are made and/or Used by Licensee or its personnel, and Artisan Components elects
not to terminate this Agreement pursuant to Article 9, Licensee shall by virtue
of such act(s) be deemed to order and accept a license for and shall pay Artisan
Components the list price and applicable royalties and support fees for each
such unauthorized production, electronic Use, other unauthorized Use, or
transfer of Licensed Products. These fees shall be Artisan Components'
published list prices and
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applicable royalties and support fees existing on the date such unauthorized use
first occurred. License Fees, support fees and previously accrued royalties
shall be due, for purposes of Article 7, thirty (30) days following discovery by
Artisan Components of such unauthorized use.
2.4 Prior to disposing of any machines, software media (e.g. disks or
backup records) or other similar apparatus, Licensee shall erase or otherwise
destroy any Licensed Product(s) or portion thereof contained on such media or
stored in such apparatus.
2.5 In the event that Artisan Components reasonably deems itself insecure
with respect to Licensee's compliance with the foregoing provisions, Licensee
shall, within ten (10) days of written notification provide written
certification by a duly authorized officer of the compliance with the terms of
this Article 2 to Artisan Components.
2.6 Subject to the terms and conditions stated herein, including without
limitation the License Fee and royalty provisions stated herein, Licensee may
license additional copies of the Licensed Products for second and subsequent
sites at any time during the term of this Agreement. The license will be
exercised by the Licensee's giving Artisan Components notice in writing of
Licensee's exercise of such license, the number of additional copies of the
Licensed Products to be licensed and the address of each additional Licensed
Site. The License Fee for the any additional copy(s) shall be as stated on
Appendix B.
2.7 If Licensee is an agency, department, or other entity of the United
States Government ("Government"), Licensee's use, reproduction, release,
modification, disclosure or transfer of the Licensed Products, or of any related
documentation of any kind, including technical data, is restricted in accordance
with Federal Acquisition Regulation ("FAR") 12.212 for civilian agencies and
Defense Federal Acquisition Regulation Supplement ("DFARS") 227.7202 for
military agencies. The Licensed Products are commercial. The use of the
Licensed Products by any Government agency, department, or other entity of the
Government, is further restricted in accordance with the terms of this
Agreement, or any modification hereto. Licensee will affix the following legend
upon delivery of each of the Licensed Products which are the subject of this
Agreement:
Use, duplication, reproduction, release, modification,
disclosure or transfer of this commercial product and
accompanying documentation, is restricted in accordance
with FAR 12.212 and DFARS 227.7202, and by a license
agreement. Contractor/manufacturer is: Artisan Components,
Inc., 2077 Gateway Place, #300, San Jose, California 95110.
2.8 Licensee shall indemnify, defend and hold harmless Artisan Components
from and against any and all claim, losses, damages and liabilities arising out
of or in connection with Licensee's use of the Licensed Products; the
manufacture, use or sale of Licensed Integrated Circuits; or Licensee's
negligence or willful misconduct apart from infringement covered in Section 12.
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3. SUPPORT CONDITION, SILICON DEBUGGING AND PRODUCT
ENGINEERING
3.1 Artisan Components provides telephone or email support to one primary
site, to be designated by Fujitsu, as is deemed reasonable by Artisan Components
[*** Redacted] for a period of [*** Redacted] months after delivery of the
Licensed Products to a common carrier as provided in Section 5.3. This support
covers any usage questions or bugs related to the generators.
3.2 The design and verification techniques for the Licensed Products used
by Artisan Components depend on the accuracy of models, flows and design tools;
some of which are provided by Artisan Components' licensees and their target
foundries. Due to practical limits on the accuracy of these models, flows and
design tools, the fabricated silicon behavior may not always agree with that
predicted. In these cases, Artisan Components will assist the Licensee in
silicon debugging and product engineering at Artisan Components then current
standard hourly rate plus applicable expenses. Silicon debugging and product
engineering do not fall under the support provisions set forth in Section 3.1
above.
4. TERM
This Agreement is effective from its execution by Licensee and Artisan
Components and shall remain in full force and effect for a period of twenty (20)
years, unless earlier terminated as provided in Article 9 below.
5. ORDER, CHANGES AND DELIVERY TERMS
5.1 All orders for Licensed Products submitted by Licensee will be
initiated by Licensee's written purchase orders sent to Artisan Components and
requesting a delivery date during the term of this Agreement. All Licensed
Products provided to Licensee by Artisan Components during the term of this
Agreement will be subject to the terms and conditions of this Agreement. Except
as otherwise agreed in writing signed by an officer of Artisan Components,
nothing contained in any purchase order submitted by Licensee pursuant to this
Agreement will in any way modify, delete or add any terms or conditions to said
purchases and licenses, and Licensee hereby waives such purchase order
provisions.
5.2 Changes to the scope of work either requested by and/or necessitated
by Licensee's specifications will be evaluated for both schedule and cost
impact. The Licensee will be asked to complete an Engineering Change Order
Request Form, an "ECO," and submit it to Artisan Components for review. If after
review by Artisan Components, it is determined that both the schedule and/or
quoted sales prices must change to accommodate the ECO, Artisan Components will
notify the Licensee in writing on our ECO Response Form of any such schedule
and/or price changes. Licensee must provide written acceptance or refusal of the
new schedule and/or costs within five (5) days of having been so notified.
Failure to do so will cause Artisan Components to proceed with the project as if
the Licensee's ECO Request Form had never been received. Sample ECO Request and
ECO Response Forms are attached as Exhibits A and B.
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*** 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.
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5.3 Artisan Components shall deliver the Licensed Product(s) to a common
carrier specified by Licensee, F.O.B. Origin, freight prepaid and billed or as
otherwise mutually agreed in writing.
5.4 Licensee shall review each delivery of the Licensed Products and
advise Artisan Components within fourteen (14)days of delivery of any defects in
the deliverables or the accompanying documentation.
5.5 Licensee may terminate this agreement for convenience with respect to
any or all of the Licensed Products by giving written notice to Artisan
Components at any time prior to delivery of such Licensed Products. In such
event, Artisan Components shall be entitled to receive subject to the terms
hereof all License Fees earned and accrued for previously-delivered Licensed
Products. Artisan Components shall also be entitled in such event to receive a
pro-rata License Fee for undelivered Licensed Product. Such pro-rata amount
shall be based on the time elapsed from date of work commencement to date of
termination as a percentage of the projected delivery schedule for such Licensed
Product. Royalty provisions hereof will remain unchanged for Licensed Products
delivered to Licensee prior to the termination date.
6. TITLE
Subject to the licenses granted herein, Artisan Components and its
licensors retain all of their right, title and interest in and to the Licensed
Product(s) and all patent rights, trademarks, trade secrets, copyrights, mask
work rights and all other proprietary rights therein or relating thereto. Except
for the licenses granted in Article 2, no other grants of licenses or rights to
Licensee shall be implied from the provisions stated herein.
7. PAYMENT TERMS AND TAXES
7.1 All deposits submitted by Licensee to Artisan Components shall be non-
refundable and noncreditable.
7.2 Unless otherwise mutually agreed in writing, with respect to Licensed
Products ordered under this Agreement as of the Effective Date or through
placement of a purchase order, Licensee shall pay to Artisan Components
[*** Redacted] of the license fee(s) (less the [*** Redacted] already paid) set
forth in Appendix B ("License Fees") upon the Effective Date or upon submission
of the purchase order, respectively, and the remaining [*** Redacted] of the
License Fees net [*** Redacted] thereafter after acceptance. Acceptance will
occur within [*** Redacted] unless Licensee has within such time advised Artisan
Components, as per Section 5.4, of any defect Licensee has discovered in the
deliverables. In the event such defect has been advised, acceptance will occur
upon the earlier notification of acceptance by Licensee or [*** Redacted] days
after delivery of Licensed Products that remedy such defects. The foregoing
provisions of this Section 7.2 shall not limit the provisions of Section 2.3
above. License Fees are nonrefundable and noncreditable. Licensee also shall pay
to Artisan Components all amounts set forth in Section 2.3(b) with respect to
unauthorized Use of Licensed Product(s) and/or Section 2.6 with respect to
additional copies of the Licensed Products, if any, licensed by Licensee under
Section 2.6 above.
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*** 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.
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7.3 Within [*** Redacted] after the end of each calendar quarter,
Licensee further shall pay to Artisan Components the running royalties set forth
in Appendix B with respect to finished goods shipped, net of returns, in such
calendar quarter, and shall submit to Artisan Components with such royalty
payment a report stating (a) the part number for each Licensed Integrated
Circuit, (b) the Square Millimeters on each Licensed Integrated Circuit, (c) the
number of finished goods shipped during such calendar quarter, (d) royalties
payable hereunder for such calendar quarter; and (e) all data and supporting
calculations used by Licensee to compute the royalties payable by Licensee to
Artisan Components with respect to such calendar quarter.
7.4 This Agreement number and any support agreement number (if
applicable), must appear on all correspondence related to this Agreement or any
subsequent purchase order placed hereunder.
7.5 All invoices will be mailed to Licensee's Accounts Payable Department
specified in the applicable Licensee purchase order.
7.6 Any and all amounts payable hereunder do not include any government
taxes (including without limitation sales, use, excise, and value added taxes)
or duties imposed by any governmental agency that are applicable to the export,
import, or purchase of the Products (other than taxes on the net income of
Artisan Components), and Licensee shall bear all such taxes and duties. When
Artisan Components has the legal obligation to collect and/or pay such taxes,
the appropriate amount shall be added to Licensee's invoice and paid by
Licensee, unless Licensee provides Artisan Components with a valid tax exemption
certificate authorized by the appropriate taxing authority.
7.7 All payments by Licensee specified hereunder are expressed as net
amounts and shall be made free and clear of, and without reduction for, any
withholding taxes. Any such taxes which are otherwise imposed on payments to
Artisan Components shall be the sole responsibility of Licensee. Licensee shall
provide Artisan Components with official receipts issued by the appropriate
taxing authority or such other evidence as is reasonably requested by Artisan
Components to establish that such taxes have been paid.
7.8 With respect to License Fees, royalties and other amounts which are
payable to Artisan Components under this Agreement, Licensee shall keep complete
and accurate books and records. These records shall be retained for a period of
twelve (12) months from the date of payment, notwithstanding the expiration or
termination of this Agreement. Licensee agrees to permit its books, records to
be examined by Artisan Components or its designee, subject to reasonable
confidentiality provisions, [*** Redacted] during normal business hours, to
verify the accuracy of the License Fees, royalties and other amounts paid to
Artisan Components under this Agreement. Prompt adjustment shall be made by
Licensee corresponding to the net amount of any underpayment of any and all
License Fees, royalties and other amounts disclosed by such examination. If such
an examination reveals an underpayment of more than [*** Redacted], then
Licensee shall promptly reimburse Artisan Components for the cost of such
examination.
7.9 If any currency conversion shall be required in connection with the
calculation of amounts payable under this Agreement, such conversion shall be
made using the selling exchange rate for
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*** 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.
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conversion of the foreign currency into U.S. Dollars, quoted for current
transactions reported in The Wall Street Journal for the last business day of
the calendar quarter to which such payment pertains.
8. EXPORT RESTRICTIONS
This Agreement, the Licensed Product(s), Licensed Integrated Circuits, and
the rights granted hereunder are subject to any and all laws, regulations,
orders or other restrictions relative to export, re-export or redistribution of
the Licensed Product(s) that may now or in the future be imposed by the
government of the United States or foreign governments. Licensee agrees to
comply with all such applicable laws and regulations.
9. TERMINATION
9.1 Artisan Components shall have the right, in its sole discretion, to
terminate this Agreement and the licenses granted hereunder, upon the occurrence
of any of the following events: (a) the failure or neglect of Licensee to pay
Artisan Components any sums or amounts due hereunder in a timely manner where
such delinquency is not fully corrected within thirty (30) days of Artisan
Components' written demand; or (b) the failure or neglect of Licensee to
observe, keep, or perform any of the material covenants, terms or conditions of
this Agreement where such non-performance is not fully remedied by Licensee
within thirty (30) days of Artisan Components' written demand; or (c) any breach
of Section 2.1 or 2.3 hereof (effective immediately upon written notification,
at Artisan Components' option); or (d) the filing of a petition for Licensee's
bankruptcy which is not discharged within sixty (60) days, whether voluntary or
involuntary, or an assignment of Licensee's assets made for the benefit of
creditors, or the appointment of a trustee or receiver to take charge of
Licensee's business for any reason, or Licensee becoming insolvent or ceasing to
conduct business in the normal course.
9.2 The provisions of Articles 6, 7, 8, 10, 12, 13, 14, 15, 16, 17, 18, 19
and 20 and Sections 9.3 and 9.4 shall survive the expiration or any termination
of this Agreement.
9.3 Upon the effective date of termination, Licensee shall cease to Use
and shall either destroy or return to Artisan Components all of the Licensed
Products, Licensed Integrated Circuits in Licensee's possession or under
Licensee's control, Documentation, and copies thereof, together with Licensee's
written certification by a duly authorized officer, that the Licensed
Product(s), Licensed Integrated Circuits in Licensee's possession or under
Licensee's control, and Documentation and all copies thereof are no longer in
Use and have been returned to Artisan Components or destroyed. Licensee has
continued rights to ship work in progress and finished goods.
9.4 Termination of this Agreement under this Section 9 shall be in
addition to, and not a waiver of, any remedy at law or in equity available to
Artisan Components arising from Licensee's breach of this Agreement.
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10. RIGHT TO DESIGN AND METHODS
10.1 Licensee and Artisan Components agree that Licensee shall retain all
of its ownership rights to Designs created or derived through the Use of the
Licensed Product(s).
10.2 Licensee and Artisan Components agree that Artisan Components shall
retain all rights to Design Data and Techniques. Licensee agrees that Artisan
Components will have the irrevocable right to use in the Licensed Product(s) any
Licensee contribution or voluntarily disclosed information provided to Artisan
Components in the course of its relationship with Licensee, except where such
information has been appropriately marked or identified as Licensee
confidential, in which case such information shall be subject to the
restrictions of the appropriate Confidential Disclosure Agreement separately
executed by the parties.
11. WARRANTIES
11.1 PERFORMANCE WARRANTIES. Artisan Components warrants that it has the
right to enter this Agreement and to grant the licenses hereunder. Artisan
Components warrants for a period of [*** Redacted] from the date of delivery
that the Licensed Product shall be free from defects in media and shall
substantially conform to the material specifications set forth in the
Documentation. Artisan Components does not warrant that the use of the Licensed
Products will be uninterrupted or error free. In the event of any nonconformance
of the Licensed Product, Licensee shall promptly notify Artisan Components in
writing, and provide Artisan Components with evidence and documentation which
reproduces the claimed error and resultant output from the execution or use of
such code or data. Artisan Components' sole obligation and Licensee's exclusive
remedy under this warranty shall be limited to use of its commercially
reasonable efforts to correct such defects. Except as provided under a separate
written valid support agreement between Licensee and Artisan Components, Artisan
Components will not be under any obligation to provide Licensee with any
Updates, releases or enhancements other than to remedy non-conformance under
this warranty. Artisan Components' warranty obligations shall be void if the
Licensed Product is modified without the advance written consent of Artisan
Components. Artisan Components' warranty obligations hereunder will not apply to
failure by the Licensed Products to comply with the limited warranty herein due
to accident, neglect, abuse, acts of God or misapplication, or due to models,
flows, design tools or any other information provided by Licensee to Artisan
Components hereunder. Further, any silicon debugging or product engineering
provided by Artisan Components pursuant to Section 3.2 above is provided "AS
IS." Notwithstanding anything to the contrary herein, Artisan Components will
perform its services provided hereunder in a professional and workmanlike
manner.
11.2 Artisan Components recognizes that Licensee has a very tight
development schedule for these products in order to get to market and Artisan
Components will fulfill its warranty responsibilities on a priority basis using
its [*** Redacted].
11.3 NO FURTHER WARRANTIES. EXCEPT AS SPECIFICALLY SET FORTH IN THIS
SECTION 11, ARTISAN COMPONENTS AND ITS LICENSORS DO NOT MAKE ANY EXPRESS,
IMPLIED OR STATUTORY WARRANTIES, INCLUDING BUT NOT LIMITED TO
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*** 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.
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THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, OR
ARISING FROM A COURSE OF DEALING, TRADE USAGE OR TRADE PRACTICE.
12. PATENT AND COPYRIGHT INDEMNIFICATION
12.1 DEFENSE OF SUITS. Artisan Components shall, at its own expense,
defend or at its option, settle any claim, suit or proceeding brought by a third
party against Licensee for direct infringement of any valid United States patent
or copyright of such third party, by virtue of Licensee's authorized Use of any
of the Licensed Products pursuant to the terms of this Agreement and shall pay
any settlement amounts or damages finally awarded in such claim, suit or
proceeding; provided that Licensee: (a) promptly notifies Artisan Components in
writing of such claim, suit or proceeding, (b) gives Artisan Components sole
control over the defense and/or settlement of such claim, suit or proceeding;
and (c) reasonably cooperates and provides all available information, assistance
and authority to defend or settle the claim, suit or proceeding. Artisan
Components shall not be liable for any costs, expenses, damages or fees incurred
by Licensee in defending such action or claim unless authorized in advance, in
writing by Artisan Components.
12.2 PROSECUTION OF SUITS. Any action to be brought to prevent or enjoin
any third party from infringement of any patent, copyright or other proprietary
rights of Artisan Components with respect to the Licensed Product(s) shall be
brought exclusively by Artisan Components or Artisan Components' designee, in
Artisan Components' sole discretion and as between Licensee and Artisan
Components, at Artisan Components' sole cost and expense.
12.3 INFRINGEMENT REMEDIES. If Licensed Product(s) is, or in Artisan
Components' opinion is likely to become the subject of a claim, suit, or
proceeding alleging infringement, Artisan Components may: (a) procure at no
cost to Licensee, the right to continue Usage of the Licensed Product; (b)
replace or modify the Licensed Product, at no cost to Licensee, to make it non-
infringing, provided that substantially the same function is performed by the
replacement of modified Licensed Product, or (c) if the right to continue Usage
cannot be reasonably procured for Licensee or the Licensed Product cannot be
replaced or modified to make it non-infringing, terminate the license of such
Licensed Product, remove the Licensed Product and grant Licensee refund credit
thereon as depreciated on a [*** Redacted]. The [*** Redacted] begins with the
date of first shipment of licensed integrated circuits by FMI and ends
[*** Redacted] thereafter.
12.4 NON-CONFORMING USE. Artisan Components shall have no liability for
any claim, suit or proceeding of infringement based on the Usage of Licensed
Product after Licensee receives notice that the Licensed Product infringes a
proprietary right or intellectual property right of a third party.
12.5 NO OTHER OBLIGATIONS. The foregoing states Artisan Components' sole
obligations and entire liability with respect to any claimed infringement of the
Licensed Product(s) of any intellectual property or other rights of any third
party.
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*** 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.
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13. LIMITATION OF LIABILITY
13.1 LIMITATION ON DAMAGES. IN NO EVENT WILL ARTISAN COMPONENTS OR ITS
LICENSORS OR SUPPLIERS BE LIABLE FOR ANY LOSS OR DAMAGE TO REVENUES, PROFITS,
OTHER ECONOMIC LOSS OR GOODWILL OR COSTS OF REPLACEMENT GOODS OR SERVICES OR ANY
OTHER SPECIAL, INCIDENTAL, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY
KIND, ARISING OUT OF OR RELATING TO THIS AGREEMENT, LICENSED INTEGRATED CIRCUITS
OR THE LICENSED PRODUCTS, OR RESULTING FROM ARTISAN'S PERFORMANCE OR FAILURE TO
PERFORM PURSUANT TO THE TERMS OF THIS AGREEMENT OR RESULTING FROM THE
FURNISHING, PERFORMANCE, DELAY IN DELIVERY, OR USE OR LOSS OF USE OF ANY
LICENSED PRODUCTS OR OTHER MATERIALS DELIVERED TO LICENSEE HEREUNDER, HOWEVER
CAUSED AND WHETHER BASED IN BREACH OF CONTRACT, BREACH OF WARRANTY, TORT
(INCLUDING NEGLIGENCE) OR ANY OTHER THEORY OF LIABILITY. THE FOREGOING
LIMITATIONS SHALL APPLY EVEN IF ARTISAN COMPONENTS HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE
OF ANY LIMITED REMEDY STATED HEREIN.
13.2 MAXIMUM LIABILITY. Artisan Components and its licensors' and suppliers'
aggregate liability to Licensee under any provision of this Agreement shall be
limited to the sum of the License Fees and royalties actually paid by Licensee
to Artisan Components for the Licensed Product(s) in question. The existence of
more than one claim will not enlarge or extend this limit.
14. RELEASE OF PERFORMANCE INFORMATION
Licensee shall not distribute externally or to third parties, any reports or
statements that directly compare the timing, speed, area, functionality or other
performance results of circuit designs created or designed through the Use of
any other products of Licensee or any third party that are similar to the
Licensed Products without the prior written approval of Artisan Components.
15. PUBLICITY; DISLOSURE OF TERMS
Neither party shall announce or publicly disclose the terms or conditions of
this Agreement without prior written approval from the other party; provided,
however, that either party shall have the right to publicly disclose the
following: (a) that Licensee is a customer of Artisan Components, (b) that
Artisan Components has provided the Licensed Products to the Licensee and that
the Licensed Products were used in the development of the Licensed Integrated
Circuit, (c) a product description of the Licensed Products as contained in
Artisan Components' standard product literature.
16. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws
of the State of California, without regard to the conflict of laws provisions
thereof.
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17. ASSIGNMENT
Neither this Agreement nor any rights or obligations hereunder, in whole or in
part, shall be assignable or otherwise transferable by Licensee except upon
prior written approval of Artisan Components in the event of acquisition,
substantial sale of assets or reorganization. Such approval shall not be
unreasonably withheld. Any unauthorized attempt by Licensee to assign or
transfer this Agreement or any rights or obligations hereunder shall be null and
void. This Agreement shall be freely assignable by Artisan Components without
Licensee's consent. Subject to the foregoing provisions of this Section 16,
this Agreement will be binding upon and inure to the benefits of the parties
hereto, their successors and assigns.
18. NOTICE
Any notices required to be given pursuant to this Agreement shall be in
writing, sent via certified mail, return receipt requested, express overnight
courier, or by facsimile (a confirmed copy of which to be sent promptly by mail
to addressee) to the address of Artisan Components or Licensee as set forth
below or to such other address as may be specified from time to time by notice
in writing, and such notice shall be deemed to have been received on the earlier
of (a) the date when actually received or (b) if by facsimile, when the sending
party shall have received a facsimile, when the sending party shall have
received a facsimile confirmation that the message has been received by the
receiving party's facsimile machine.
If to Artisan Components: If to Licensee:
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Artisan Components, Inc. Fujitsu Microelectronics, Inc.
2077 Gateway Place, #300 -----------------------------
San Jose, CA 95110 3545 North First Street
Attn: Manager, Contracts -----------------------------
Telephone: (408) 453-1000 San Jose, CA 95134-1804
Facsimile: (408) 453-3500 -----------------------------
Attn: Legal Dept. M/S142
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Attn:
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Telephone: 408/922-9000
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Facsimile: 408/432-9044
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19. SEVERABILITY AND WAIVER
19.1 The invalidity or unenforceability of any particular provision of this
Agreement shall not affect the other provisions of this Agreement and shall be
construed in all respects as if such invalid or unenforceable provisions were
omitted.
19.2 The waiver by either party of any default or breach of this Agreement
shall not constitute a waiver of any other subsequent default or breach.
19.3 Failure or delay by either party in exercising any right or power
hereunder shall not operate as a waiver of such right or power.
20. INHERENTLY DANGEROUS APPLICATIONS
The Licensed Products are not specifically developed or licensed for use in
the planning, construction, maintenance, operation or other use of any nuclear
facility, or for the flight, navigation or communication of aircraft or ground
support equipment, or for military use, medical use or in any other inherently
dangerous activity. Licensee agrees that Artisan Components shall not be liable
for any claims, losses, costs or liabilities arising from such use if Licensee
or its distributors or customers use the Licensed Products for such
applications. Licensee shall notify each distributor and customer of Licensee
of such limitation of use of the Licensed Products and Licensed Integrated
Circuits. Licensee agrees to indemnify and hold Artisan Components harmless
from any claims, losses, costs, and liabilities arising out of or in connection
with the use of the Licensed Programs or Licensed Integrated Circuits in any
such applications.
21. ATTORNEYS FEES
The prevailing party in any action to enforce the terms of this Agreement
shall be entitled to reasonable attorney's fees and other costs and expenses
incurred by it in connection with such action.
22. NDA
22.1 Each party (i.e., Artisan Components or Licensee, the "Receiving Party")
understands that the other party (the "Disclosing Party") has disclosed or may
disclose tangible information designated as "Confidential" or "Proprietary",
relating to this Agreement (hereinafter "Proprietary Information"). For a period
of four (4) years from the date upon which the receiving party first receives
the Proprietary Information from the Disclosing Party and, except to the extent
otherwise provided for under this Agreement, the Receiving Party agrees (i) to
hold the Disclosing Party's Proprietary Information in confidence as a fiduciary
and to take precautions to protect such Proprietary Information (including,
without limitation, those precautions the Receiving Party employs with respect
to its confidential materials of similar type), and (ii) not to divulge any such
Proprietary Information or any information derived therefrom to any third party.
22.2 Notwithstanding the above, all information which is disclosed in
intangible form by the Disclosing Party for the purpose of this Agreement and
which is identified by the Disclosing Party as
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<PAGE>
"confidential" or "proprietary" shall be deemed to be Proprietary Information
for purposes of this Agreement for a period of sixty (60) days from the date of
disclosure thereof, provided, however, that if the Receiving Party receives from
the Disclosing Party within such sixty-day period a written document summarizing
such information and designating such information as "Confidential" or
Proprietary", such information shall be deemed to be Proprietary Information for
purposes of this Agreement for a period of four (4) years from the disclosure
thereof.
22.3 Without granting any right or license, the Disclosing Party agrees that
the foregoing shall not apply with respect to any information that (i) is in the
public domain at the time of disclosure or thereafter enters the public domain,
through no improper action or inaction by the Receiving Party or any of its
affiliates, agents or employees, or (ii) was in its possession or known by it
prior to receipt from the Disclosing Party, or (iii) was rightfully disclosed to
it by any third party, provided, however, that the Receiving Party complies with
any restrictions imposed by such third party, or (iv) was developed by employees
of the Receiving Party who did not have access to the Proprietary Information.
22.4 Due to the unique nature of the Disclosing Party's Proprietary
Information hereunder and the competitive advantage they give the parties, there
can be no adequate remedy at law for any breach of each party's obligations
under this Section and upon any such breach or any threat thereof, the non-
breaching party shall be entitled to appropriate equitable relief in addition
to whatever other remedies it might be entitled. The provisions of this Section
shall survive the expiration or other termination of this Agreement.
23. MISCELLANEOUS TERMS
23.1 The relationship of the parties hereto is that of independent
contractors, and neither party is an employee, agent, partner or joint venturer
of the other.
23.2 Except for payments due hereunder by Licensee, neither party shall have
liability for its failure to perform its obligations hereunder when due to
circumstances beyond its reasonable control.
23.3 Artisan represents that it has the capabilities and resources to perform
the work required under this agreement according to the mutually agreed
specifications and delivery schedule. Artisan shall perform the development
work covered by this agreement in a professional and workmanlike manner
according to standards practiced by Silicon Valley's leading semiconductor
design firms.
BOTH PARTIES ACKNOWLEDGE THAT THIS AGREEMENT INCLUDING THE EXHIBITS AND
APPENDICES ATTACHED HERETO IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE
MUTUAL UNDERSTANDING OF THE PARTIES AND SUPERSEDES AND CANCELS ALL CONFLICTING
TERMS AND CONDITIONS AND ALL PREVIOUS AND CONTEMPORANEOUS WRITTEN AND ORAL
AGREEMENTS AND COMMUNICATIONS RELATING TO THE SUBJECT MATTER HEREOF, INCLUDING
ANY TERMS AND CONDITIONS THAT MAY BE INDICATED IN ANY LICENSEE PURCHASE ORDER.
THIS AGREEMENT MAY NOT BE MODIFIED, SUPPLEMENTED, QUALIFIED, OR INTERPRETED BY
ANY TRADE USAGE OR PRIOR COURSE OF DEALING NOT MADE A PART OF THIS
13
<PAGE>
THIS AGREEMENT MAY NOT BE MODIFIED OR AMENDED EXCEPT IN WRITING AND EXECUTED BY
DULY AUTHORIZED REPRESENTATIVES OF BOTH PARTIES.BOTH PARTIES ACKNOWLEDGE THAT
THEY HAVE READ THIS AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS
AND CONDITIONS AS EVIDENCED BY THEIR SIGNATURES BELOW
ARTISAN COMPONENTS, INC. LICENSEE
By: /s/ Daniel I. Rubin By: /s/ [Unreadable]
____________________________________ ________________________________
Signature of an Officer of Signature of an Authorized
the Corporation Representative
By: Daniel I. Rubin By:
____________________________________ ________________________________
Printed Name of the Signing Officer Printed Name of the Signing
Authorized Representative
Title: V.P. Worldwide Sales Title: E.V.P.
_________________________________ _____________________________
Date: 6/6/97 Date: 6/16/97
__________________________________ ______________________________
14
<PAGE>
EXHIBIT A
ENGINEERING CHANGE ORDER
(ECO) REQUEST FORM
--------------------------------------------------------------------------------
Customer: Date:
--------------------------------------------------------------------------------
Requestor: Phone:
--------------------------------------------------------------------------------
E-mail Address: Fax:
--------------------------------------------------------------------------------
Project:
--------------------------------------------------------------------------------
This Engineering Change Order Form (ECO) is to be used as an official
notification to Artisan Components of any changes in design or specification
made to a project. Once this form has been received, Artisan Components will
evaluate the schedule and cost impacts of these changes and inform you of the
results.
Description of Requested Change:________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
Requestor's Signature:________________________________ Date:___________________
Engineering Manager's Approval:_______________________ Date:___________________
<PAGE>
EXHIBIT B
ENGINEERING CHANGE ORDER
(ECO) RESPONSE FORM
--------------------------------------------------------------------------------
Customer: Date:
--------------------------------------------------------------------------------
Requestor: Phone:
--------------------------------------------------------------------------------
E-mail Address: Fax:
--------------------------------------------------------------------------------
Project:
--------------------------------------------------------------------------------
Artisan Components has evaluated your attached ECO request, its impact on your
schedule and any additional charges associated with the request. This
evaluation is described below:
In summary, this change will:
[_] Add ______ working days to the schedule [_] Will not impact the schedule
[_] Require an increase/decrease in the cost [_] Will not require any
of your project of $____________ additional charges
Please sign this form to acknowledge that you understand the impact of your
requested changes. Signing the Refusal indicates that you DO NOT authorize
Artisan Components to proceed with the requested change(s). Signing the
Acceptance authorizes Artisan Components to proceed with these changes. If
additional costs are indicated, then the buyer's signature is required. This
form must be signed and returned to Artisan Components by ___________________.
Requestor's REFUSAL:_________________________ Date:_________________________
Requestor's ACCEPTANCE:______________________ Date:_________________________
Buyer's Approval:____________________________ Date:_________________________
<PAGE>
LICENSE AGREEMENT
APPENDIX A
Licensed Product(s) and Site(s)
LICENSED PRODUCTS:
[*** Redacted]
--------------
*** 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.
<PAGE>
LICENSE AGREEMENT
APPENDIX B
LICENSE FEES, ROYALTIES, AND DELIVERY SCHEDULES
License Fee
Total of the following [*** Redacted] products: [*** Redacted]
LICENSED PRODUCTS SCHEDULED DELIVERY
--------------------------------------------------------------------------------
[*** Redacted] [*** Redacted]
OPTIONAL LICENSED PRODUCTS PRICE
--------------------------------------------------------------------------------
[*** Redacted] [*** Redacted]
[*** Redacted]
--------------
*** 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.
<PAGE>
APPENDIX B
(continued)
ROYALTIES
Licensee shall pay to Artisan Components the following running royalties with
respect to finished goods shipped:
U.S. CENTS PER
LICENSED PRODUCTS SQUARE MILLIMETER
--------------------------------------------------------------------------------
[*** Redacted] [*** Redacted]
Running royalties for the [*** Redacted] and [*** Redacted] of chips
(not to exceed [*** Redacted]) will have the following declining royalty
schedule. The [*** Redacted] of chips refers to the [*** Redacted] product
family, including those parts code-named [*** Redacted] and the other parts
included in the joint [*** Redacted] which has been previously disclosed to
Artisan Components. "Initial production" is defined as the date that the first
[*** Redacted], covered by the agreement have been qualified and shipped for
revenue. For example, a product family member that is introduced in the second
year after initial production of the first part in the family is subject to the
[*** Redacted] royalty rate set by the table below.
ROYALTY SCHEDULE FOR THE [*** Redacted]:
TIME PERIOD ROYALTY RATE
----------------------------------------------------------------------------------------------------
[***Redacted] [*** Redacted]
--------------
*** 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.
<PAGE>
APPENDIX B
(continued)
CREDIT BACK ON ROYALTIES
[*** Redacted] of the royalty collected, up to the purchase amount
[*** Redacted], is held as credit for future Artisan Components' standard
products or the recharacterization of the generators. These credits must be used
within [*** Redacted] of accrual.
[*** Redacted]
--------------
*** 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.
<PAGE>
LICENSE AGREEMENT
APPENDIX C
DOCUMENTATION
LICENSED PRODUCTS DOCUMENTATION
--------------------------------------------------------------------------------
[*** Redacted] User Manual
User Manual
User Manual
Databook
N/A
Databook
--------------
*** 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.