License Agreement

TRADEMARK LICENSE AGREEMENTTHIS TRADEMARK LICENSE AGREEMENT (the "Agreement") by and between , a corporation organized under the laws of , and , a company incorporated under the Laws of the The Peoples Republic of China, is made at , and is effective as of the day of .WITNESSETH THAT:WHEREAS, each party has expressed interest in obtaining a non-exclusive license to use trademarks, if any, owned now or in the future by the other party, and each party has expressed interest in granting such a license.NOW THEREFORE, in consideration of the foregoing and the mutual covenants of the parties hereinafter contained, the parties hereby agree as follows:ARTICLE 1. DEFINITIONS: Each of the following words or phrases shall bear the meaning set forth opposite it as follows:Net Selling Price: The amount actually billed to purchasers, after deducting (1) any federal, state, or local sales or other tax actually levied and paid on the basis of the sales price, (2) resale discounts, (3) returns or allowances, and (4) transportation and packing charges in excess of those charges normally and routinely incurred in transporting Products sold to the purchaser thereof.Products: Items set forth on Schedules A and B of this Agreement, as modified by the parties from time to time.Trademarks: Trademarks set forth on Schedules A and B of this Agreement, as modified by the parties from time to time.Improvements: Improvements to Technology or any other invention or intellectual property.ARTICLE 2. TRADEMARK LICENSE:A. Certain Trademarks used with Products produced by one party (the “TrademarkLicensee”) may be owned by the other party (the “Trademark Licensor”) hereto. In such cases, the Trademark Licensor shall grant to the Trademark Licensee, subject to the terms hereof, a non-exclusive right, license and authority to use the Trademarks which are owned by the Trademark Licensor and which are used with Products made by the Trademark Licensee (the “Trademark License.”) The Trademark Licensee’s use of the Trademark Licensor’s Trademarks shall inure solely to the benefit of the Trademark Licensor.B. The Trademarks for which Trademark License is granted under Section 2.A. ofthis Agreement are listed in the attached Schedules A and B. The parties may revise Schedules A and B from time to time by mutual agreement, whereupon the revised Schedules A and B, signed by the parties, shall become a part of this Agreement superseding all previous versions thereof and shall become effective on the date indicated on the revised Schedule A or B.C. The Trademark Licensor makes no representations or warranties with respect to the ability of the Trademark Licensee to use the Trademarks outside of the United States or The Peoples Republic of China or as to the possibility that such use outside the United States or The Peoples Republic of China might infringe or be alleged to infringe third party rights.D. To the extent feasible, the Trademark Licensee shall place applicable Trademarks on all Products it manufactures in whole or in part. The Trademark Licensee shall also place applicable Trademarks on all packaging and printed material that it produces or obtains related to any Product. Any Trademarks so used shall appear exactly as in the registration documents. Other trademarks, words, names, symbols or devices other than Trademarks shall not be used in conjunction with any Trademarks and may only be used separately therefrom following the Trademark Licensor's prior written consent to such use.E. The Trademark Licensee shall ensure that all uses of Trademarks on Products and on related packaging and Product literature shall conform to all standards of style, appearance, quality and usage set by the Trademark Licensor from time to time, and all requirements of the law, including any such requirements relating to legends setting forth either the Trademark Licensee's or the Trademark Licensor's status in relation to the Trademark or the fact that a Trademark is registered. To this end, before initiating any marketing or selling activity, such as advertising, promoting, distributing, or offering for sale any Product to which a Trademark is applicable, the Trademark Licensee shall notify the Trademark Licensor of its intent to initiate such activity and shall afford the Trademark Licensor the reasonable opportunity to obtain a sample of all relevant Trademark usages. The style, appearance, quality and usage of such sample shall be subject to the approval of the Trademark Licensor before any marketing or selling activity concerning the relevant Trademark occurs. Any such sample submitted by the Trademark Licensee and not disapproved by the Trademark Licensor within sixty (60) days after receipt by the Trademark Licensor, shall be deemed to have been approved. After the Trademark Licensor's approval or lack of disapproval, pursuant to this Section, there shall be no substantive change in the style, appearance, quality, or usage of the relevant Trademark without the prior written consent of the Trademark Licensor. In the event that the style, appearance, quality, or usage of any Trademark ceases or fails to conform to standards set by the Trademark Licensor or any requirement of law, upon the Trademark Licensor's notice, the Trademark Licensee shall immediately cease all non-conforming uses thereof and shall destroy or remedy all non-conforming uses in its possession or control. All such failures to conform shall be deemed a breach of this Agreement by the Trademark Licensee.F. In order to preserve the integrity and value of the Trademarks involved, the Trademark Licensee shall ensure that all Products associated with a Trademark conform to all standards of style, appearance, performance and quality set by the Trademark Licensor from time to time. To this end, before manufacturing, marketing or selling of any such Product, the Trademark Licensee shall notify the Trademark Licensor and shall afford the Trademark Licensor the reasonable opportunity to obtain a sample of the relevant Product. The style, appearance, performance and quality of such sample shall be subject to the approval of the Trademark Licensor before any marketing or selling activity concerning the relevant Product occurs. Any such sample not disapproved by the Trademark Licensor within sixty (60) days after receipt by the Trademark Licensor shallbe deemed to have been approved. After the Trademark Licensor's approval or lack of disapproval pursuant to this Section, there shall be no substantive change to the style, appearance, performance and quality of the relevant Product without the prior written consent of the Trademark Licensor. In the event that the style, appearance, performance or quality of any Product associated with a Trademark ceases or fails to conform to standards set by the Trademark Licensor, upon the Trademark Licensor's notice, the Trademark Licensee shall immediately cease the use of the Trademark in conjunction with such non-conforming Products in its possession or control. All such failures of Products to conform to standards set by the Trademark Licensor, where such Products are used in conjunction with a Trademark, shall be deemed a breach of this Agreement by the Trademark Licensee.G. The Trademark Licensor shall have the right, upon reasonable notice and duringnormal business hours, to inspect the premises of the Trademark Licensee, including manufacturing and packaging facilities and plants thereof to ensure the Trademark Licensee's compliance with the style, appearance, and quality of the samples approved.H. The provisions of this Article 2 shall not apply to any Products purchased forresale by one party from the other. In such circumstances, the party purchasing the Product from the other party shall receive a non-exclusive, royalty-free right to use, in sales transaction documents such as quotations, acknowledgments, invoices, correspondence, etc., any Trademark associated with such Products. Any other use of any such Trademark shall be subject to approval of the party owning the Trademark.ARTICLE 3. FEE PAYMENTS:A. During the term of this Agreement, in consideration of the Trademark Licensegranted, the Trademark Licensee shall pay to the Trademark Licensor a fee of one percent (1%) of the Net Selling Price of all Products using the Trademark sold by the Trademark Licensee, exclusive of Products sold by the Trademark Licensee to the Trademark Licensor.B. All fees due under this Article 3 shall be paid on a quarterly basis. The fees shallbe remitted to the Trademark Licensor at its principal offices within sixty (60) days after the last day of each calendar quarter, based on the sales during the calendar quarter. Such remitted fees shall be in United States currency at the official exchange rate prevailing on the last day of the respective calendar quarter at the bank used by the owing party for its general commercial purposes.C. Upon request from one party (the "auditing party") and at least five (5) days priorwritten notice, the other party (the "audited party"), shall allow a certified public accountant designated by the auditing party to examine the audited party’s records relating to this Agreement for the sole purpose of auditing the quarterly statements described in Article 3 during the audited party’s normal business hours. In the event that such audit reveals that the audited party has paid the auditing party an amount less than the actual amount due to the auditing party, the audited party shall immediately pay to the auditing party the difference and shall reimburse the auditing party for the reasonable cost of the audit if such difference is greater than ten percent (10%) of the total amount of payments due to the auditing party for the applicable period.ARTICLE 4. TERM:A. Unless terminated sooner as provided in this Article 4, the Agreement shallcontinue in full force and effect for a period of five (5) years from December 3, 1999.This Agreement will automatically renew for one (1) year periods unless either party gives written notice of its election not to extend the term of this Agreement not less than thirty (30) days prior to the expiration of the expiring term.B. Each party shall have the right to terminate this Agreement for cause by givingwritten notice to the other party upon the happening of any of the following without need of a judicial declaration to the effect that:(1) a material breach by the other party of any term or condition of this Agreementand the failure to remedy such nonperformance or breach within thirty (30) daysafter receipt of notice thereof;(2) the submission to the terminating party by the other party of any fraudulentdocument or statement; or(3) an action by the government of either party which renders either party unable toperform its obligations under this Agreement.C. Upon any expiration or termination of this Agreement, all licenses, rights andobligations hereunder shall terminate. However, subject to the terms hereof, and solely during the six (6) month period after the date of such expiration or termination, the Licensee shall have the right to manufacture and sell any Products covered by the Trademark License which:(1) it is committed to sell under a valid and binding contract of sale made in theordinary course of business executed before the date of such expiration ortermination; or(2) can be manufactured from materials, parts, subassemblies and components eitherin its possession or to which it is entitled on or before the date of such expirationor termination.D. Termination of this Agreement shall not relieve the Trademark Licensee from itsliability for payment of fees on sales made hereunder with respect to the Trademark License from the other party prior to the date of such termination.E. Upon any expiration or termination of this Agreement:(1) The Trademark Licensee shall not hold itself out as being, or represent that it is, inany way authorized to use the Trademarks;(2) The Trademark Licensee shall not use any Trademark (unless otherwise permittedin Section 4.C, hereof); and(3) The Trademark Licensee shall transfer, assign and release to the TrademarkLicensor all rights, if any, in the Trademarks which may have accrued or arisen byoperation of the law.F. Neither party, by reason of the expiration or termination of this Agreement, shallbe liable to the other for loss of anticipated sales or prospective profits, or because of expenditures or investments, related to this Agreement.G. The failure at any time of either party to exercise its right to terminate thisAgreement as set forth in this Article 4 shall not constitute a waiver of that party's termination rights.ARTICLE 5. DISCLAIMER OF WARRANTY:Except as specified in this Agreement, each of the parties expressly disclaims all other warranties, express or implied, in connection with this Agreement, the trademarks including but not limited to the warranties of non-infringement.ARTICLE 6. LIMITATION OF LIABILITY:Neither party shall be liable to the other party or any third party for any direct damages in excess of the aggregate fees paid to such party by the other party in the preceding twelve(12) months arising from any claim relating to this Agreement or for any special,consequential, exemplary or incidental damages (including lost profits) arising from any claim relating to this Agreement, resulting from the use of, or inability to use, the Trademarks, whether the claim for such damages is based on warranty, contract, tort (including negligence or strict liability) or otherwise, even if an authorized representative of it is advised of the possibility or likelihood of same. Each of the parties acknowledges and agrees that such amount is reasonable in light of anticipated harm which may arise from such claims and that the retention of such amount by it or the payment of such amount by the other party shall not be deemed or alleged by it to fail of its essential purpose.ARTICLE 7. GENERAL PROVISIONS:A. The language used in this Agreement shall be deemed to be language chosen byboth parties hereto to express their mutual intent, and no rule of strict construction against either party shall apply to any term or condition of this Agreement.B. The failure or delay by either party in exercising any right hereunder shall notoperate as, or be deemed a waiver, of such right or any other right hereunder.C. All notices, demands, requests, responses, or other communications contemplatedherein or required or permitted to be given hereunder shall be in writing and shall be deemed to be given as of the opening of business on the business day after such writing is transmitted by facsimile or electronically to the attention of a duly authorized officer of the other party.D. If any provision of this Agreement is for any reason held or declared to be illegal,invalid, or unenforceable, such provision may be modified by a court of competentjurisdiction in compliance with the law to give effect to the intent of the parties to the fullest extent possible. All other provisions herein shall remain in full force and effect and shall be construed in accordance with the modified provision as if such illegal, invalid, or unenforceable provision had not been contained herein.E. Sections 4. C., 4.D., 4.E., 7.A, 7.I., and Articles 5, 6 and 9 shall survive thetermination or expiration of this Agreement for any reason.F. Headings in this Agreement are for identification purposes only and shall notaffect the interpretations of this Agreement or any part hereof.G. The singular or any word, phrase, or clause contained in this Agreement shall beconstrued as the equivalent of the plural and the plural shall be construed as the equivalent of the singular.H. The Agreement shall inure to the benefit of and be binding upon the successorsand assigns of both parties hereto. Neither party shall have the right to assign or otherwise transfer its rights and obligations under this Agreement, whether by merger, operation of law, assignment, change of management, purchase or otherwise of all or substantially all of the business of such party related to the Products except with the prior written consent of the other party.I. The Trademark Licensee shall execute and deliver such other documents and totake all such actions as the Trademark Licensor, its successors, assigns or other legal representatives may reasonably request to effect the terms of this Agreement and the execution and delivery of any and all affidavits, testimonies, declarations, oaths, samples, exhibits, specimens and other documentation as may be reasonably required.J. The Trademark Licensee shall comply with all applicable laws, rules, regulations and orders of the United States and of The Peoples Republic of China, and all jurisdictions and any agency or court thereof.K. This Agreement may be executed in one or more counterparts, any one of which need not contain the signatures of more than one party, but all of which, taken together, shall constitute one and the same agreement.ARTICLE 8. ARBITRATION: If either party shall make a written request to the other party for arbitration of any dispute with respect to this Agreement, or any other issue related thereto, the request shall be resolved in the London Court of International Arbitration and accordance with the then current Rules of the London Court of International Arbitration. Any decision or award resulting from such arbitration shall be final, binding and non-appealable.ARTICLE 9. GOVERNING LAW: The Agreement shall be deemed to be made and entered into pursuant to the laws of the United States of America and the laws of the State of Illinois. In the event of any dispute hereunder, this Agreement shall be governed by and shall be construed in accordance with the laws of the State of Illinois.ARTICLE 10. GOVERNMENT APPROVAL: Trademark Licensee shall, at its expense, obtain all approvals of this Agreement which are necessary for both its continued effectiveness and Trademark Licensee’s continued ability to remit payments to Trademark Licensor in U.S. currency free from all restrictions. Trademark Licensee and Trademark Licensor shall mutually cooperate in obtaining any such approvals.ARTICLE 11. GOVERNING LANGUAGE:The official language of this Agreement is English and the official version of the Agreement is the English version.* * * * *IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day of .By:Title:By:Title:LICENSE IS GRANTED BY TOThis schedule supersedes all previous versions of Schedule A and forms part of the Trademark License Agreement between and . which became effective on . This version of Schedule A is effective on .By:Title:By:Title:LICENSE IS GRANTED BYThis schedule supersedes all previous versions of Schedule B and forms part of the Trademark License Agreement between and , which became effective on . This version of Schedule B is effective on .By:Title:By:Title:。

License Agreement许可协议-In consideration of the foregoing and the covenants contained in this Agreement, the parties agree as follows:[**]=CONFIDENTIAL TREATMENT REQUESTED1. License.1.1 Grant of License. Licensor hereby grants to Licensee under all intellectual property rights of Licensor, now owned or, to the extent it is not prohibited from licensing such right, hereafter acquired (a) an exclusive (except as it may subsequently become non-exclusive as provided in Section 6 below), worldwide, perpetual license to develop, make, have made, use, offer for sale and sell, design, modify and create derivative works of Licensed Devices, and (b) a non-exclusive, worldwide, perpetual license to develop, make, have made, use, offer for sale and sell, design, modify and create derivative works of Products (such licenses shall be hereinafter referred to, collectively, as the License ).1.2 Improvements. If Licensor makes any Improvements to anyof the Technology, Licensor shall promptly thereafter (so long as the License is in effect) provide to Licensee such information, in reasonable detail, with respect to such Improvements as is reasonably necessary to permit Licensee to incorporate such Improvements in Licensed Devices or Products.1.3 Assignment and Sublicensing. Licensee shall not sell, assign, or transfer any of its rights or obligations under this Agreement without the prior written consent of Licensor, except for any such sale, assignment or transfer that occurs as a result of a Change of Control of Licensee. Licensee shall have the right to grant one or more sublicenses of its rights under the License, other than with respect to the development, making, use, offer for sale or sale of any Emulation/Simulation Device; provided, however, (a) that the sublicensee under each such sublicense, as a condition to the effectiveness of such sublicense, shall agree, in the written agreement memorializing such sublicense, to be bound by the terms and conditions of Section 4 of Exhibit A hereto as it relates to the Technology, and (b) Licensee shall be obligated to pay royalties to Licensor with respect to the sale of any Licensed Devices or Products permitted by any such sublicense equal to the product of (i) the Net Receipts received by the third party which sells such Licensed Devices or Products to the user thereof, and (ii) the applicable exclusive royalty rate under this Agreement. Each such sublicense shall be memorialized in a written agreement with thesublicensee, a copy of which agreement shall be delivered to Licensor promptly after it becoming effective, which provides that (x) such sublicensee has no right to further sublicense or assign or otherwise transfer such sublicense, and (y) the pricing of all Licensed Devices and Products subject to such sublicense shall be determined on an arms’ length basis.2. Development of Licensed Device.2.1 Delivery of Technology. Promptly after the Effective Date, and from time-to-time thereafter, Licensor shall deliver to Licensee such tangible information concerning the Technology as Licensee may reasonably require to understand the Technology and implement the Technology in the design of Licensed Devices. Such tangible information shall include schematics of the FPGA Architecture and a portion of the layout for a device employing the FPGA Architecture.2.2 Development Activities. Licensee shall be responsible for the development of Licensed Devices, and will engage in good faith efforts to develop, manufacture and sell Licensed Devices. Such responsibilities shall include the management and direction of such development program. So long as the License with respect to Licensed Devices remains exclusive, Licensor shall use good faithefforts to support such development program.3. Initial Payments for License.3.1 Advance Minimum Royalties. As consideration for the grant of the License, Licensee shall pay to Licensor the following non-refundable advance minimum royalties from the Effective Date until Tapeout.[**] The first of the above-described monthly advance royalty payments shall be made on the Effective Date, and each subsequent payment shall be made on the first Business Day of each of the succeeding months.3.2 Termination of Agreement. At any time, beginning three months after the Effective Date and prior to Tapeout, Licensee may terminate this Agreement, and its obligation to make the advance minimum royalty payments described above, effective 30 days after it gives Licensor written notice of such termination.4. Royalties.4.1 Additional Advance Minimum Royalties. As consideration for the grant of the License, after Tapeout (and subject to Section 4.3 hereof), Licensee shall pay Licensor, as non-refundable advance minimum royalties, the amount, if any, by which (i) the amount due under Section 4.2 below for each month exceeds (ii) [**] beginning with the [**] anniversary of Product Introduction, so long as the License with respect to Licensed Devices is exclusive). The first of such payments shall be made on the first Business Day of the month immediately succeeding the last month during which the advance minimum royalty payments under Section 3.1 are made, and each subsequent payment shall be made on the first Business Day of each of the succeeding months. Each of the advance minimum royalty payments under Section 3.1 above or under this Section 4.1 (collectively, the Advance Payments ) and the lesser of (a) [**] and (b) the direct expenditures of Licensee for the development of two Product Families (but no more than [**] with respect to the first Product Family and [**] with respect to the second Product Family) (collectively, with the Advance Payments, the Recoupable Payments ), shall be creditable against royalties payable under Section 4.2 below. Notwithstanding the foregoing, (y) prior to the [**] anniversary of Product Introduction, Licensee may only credit Recoupable Payments in an amount not in excess of [**] of the royalty payments, pursuant to Section 4.2 below, in excess of [**] in any quarter, payable with respect to the applicable royalty period,and (z) subsequent to the [**] anniversary of Product Introduction, Licensee may only credit [**] of the royalty payments, pursuant to Section 4.2 below, in excess of [**] in any quarter, payable with respect to the applicable royalty period.4.2 Current Royalties. As partial consideration for the grant of the License, Licensee shall pay to Licensor a royalty on each sale of a Licensed Device or Product by Licensee or any of its sublicensees (under clause (a) of Section 1.3 above) in an amount equal to the following applicable percentage (based on whether the License applicable thereto is exclusive or non-exclusive on the date of sale thereof) of the Net Receipts from the sale of such Licensed Device or Product (the Royalty ). Each Royalty (a) so long as the License with respect to Licensed Devices is exclusive, shall be paid quarterly, within 45 days after the last day of the quarter during which the sale giving rise to such Royalty occurred, or (b) upon such license becoming non-exclusive, shall be paid monthly, within 15 days after the last day of each month, based on Licensee’s reasonable estimate of the sales giving rise to a Royalty during such month. Notwithstanding the foregoing, the monthly royalties payable pursuant to clause (b) above with respect to a successive three month period may not be less than the actual average monthly royalties paid (after adjustment, as described below) with respect to the immediately preceding successive three month period. Licensee shall calculate the actual royalties payable pursuant to clause (b)above for each successive three month period during which such Royalties are payable, and shall pay such Royalties, less the estimated Royalties paid with respect to such period, to Licensor within 45 days after the end of such period. In the event Licensee overpays Royalties with respect to any period and gives Licensor written notice of such overpayment, and a calculation, in reasonable detail, of such overpayment, Licensee shall have the right to credit such overpayment against subsequent payments of Royalties. Each payment of Royalties (after any such crediting) hereunder shall be reduced by the amounts creditable against such Royalties, as provided in Section 4.1 above.[**]4.3 Cancellation of Exclusivity. At any time after the [**] anniversary of the Effective Date, Licensee may cause the License with respect to Licensed Devices to become non-exclusive, by giving Licensor written notice of its cancellation of the exclusive nature of such license, 15 months after Licensor’s receipt of such written notice. Upon Licensor’s receipt of such written notice, the minimum advance monthly royalty payment described in Sections 4.1 above shall be reduced to [**]. After such 15 month period has run, Licensor shall no longer be obligated to pay any such advance royalties and shall no longer be entitled to credit any RecoupablePayments not then credited.4.4 Set-Off. In the event Licensor does not timely pay any amount it is obligated to pay to Licensee under this Agreement and fails to cure such failure within 20 days of receiving written notice, in reasonable detail, of such failure, Licensee shall have the right to set-off against such past due amount any royalty payment it is obligated to pay to Licensor, up to the amount of such past due amount. Notwithstanding any implication to the contrary herein, Licensee’s set-off rights shall not permit it to avoid its obligations to pay advance minimum monthly royalties pursuant to Section 3.1 and 4.1 above.4.5 Deferral. In the event a Third Party Claim, in the form of the filing and serving of a complaint instituting a legal proceeding, is initiated, Licensee shall have the right to defer the payment to Licensor of Royalties otherwise payable under Section 4.2 above after such initiation (up to the aggregate damages claimed in such complaint, if a specific amount of damages is claimed in such complaint) until such legal proceedings are dismissed, the defendant(s) therein is granted a judgment in its favor (including, without limitation, summary judgment) on all claims therein, or such legal proceedings are settled (collectively, a Terminating Event ). All such deferred Royalty payments shall be paid into an escrow account,in the name of Licensor and Licensee, at a bank reasonably acceptable to Licensor and shall be invested in a succession of 90-day certificate of deposits until payable under this Section 4.5 to Licensor and/or Licensee. Upon the occurrence of a Terminating Event, all funds in such account shall be paid to Licensor within 30 days thereafter. Licensee shall grant Licensor a first priority perfecting security interest in the funds in such account, pursuant to a security agreement and other required documentation reasonably acceptable to Licensor. Licensee shall be entitled to draw upon the funds in such account to the extent necessary to reimburse it for any amounts to which it is entitled under Section 3.2 of Exhibit A hereto in connection with such legal proceedings if Licensor fails to pay such amounts within 30 days of receiving a written notice, in reasonable detail, setting forth the components, by dollar amount and description, of such amounts. Notwithstanding any implication to the contrary herein, Licensee’s deferra l rights shall not permit it to avoid its obligations to pay advance minimum monthly royalties pursuant to Section 3.1 and 4.1 above.4.6 Most Favored Nations Pricing. In the event Licensor enters into a written agreement to license any of the Technology with respect to any Product pursuant to a grant substantially the same as the grant in Section 1.1(b) above, but with a royalty rate with respect to such Product which is lower than the royalty rate for Products hereunder during the period of exclusivity for Licensed Devices, theroyalty rate hereunder for any Product sold by Licensee which would be covered by the terms and conditions of such grant (a Comparable Product ) shall be decreased to the royalty rate for such Product under such written agreement with respect to sales of such Comparable Product during the period commencing with the first month with respect to which Licensor is required to pay a royalty on a sale of such Product and ending with the month immediately succeeding the month in which the exclusive License with respect to Licensed Devices ceases to be in effect.5. Cancellation. After Tapeout, but prior to Product Introduction, Licensee shall have the right to cancel this Agreement by giving Licensor written notice, received by Licensor during such period, of such cancellation. Such cancellation shall be effective three months after Licensor receives such written notice (the Cancellation Date ). In the event Licensee cancels this Agreement in this manner, (a) the License shall terminate, and Licensee (subject to Section 8 hereof) shall have no right to develop, manufacture or sell any Licensed Device or any Product or to use the FPGA Architecture after the Cancellation Date, (b) no further Advance Royalties shall be payable by Licensee hereunder, (c) Licensee shall have no right to recover any Recoupable Payments, and (d) Licensor, as a condition to the effectiveness of such cancellation, shall be granted the licenses described below. Prior to the Cancellation Date, and as a condition to its effectiveness, Licensee shall provide Licensor with a writtenlicense (to become effective on the Cancellation Date), in a form reasonably acceptable to Licensor and Licensee, granting Licensor a perpetual, royalty-free, worldwide, non-exclusive license, for all uses and purposes (except as noted below), with a right to sublicense, to the Joint Technology, and Licensee’s object code (for internal use only, with no right to sublicense) with respect to the FPGA Architecture. Notwithstanding any termination of this Agreement and the License, the rights and licenses of Licensee’s sublicensees shall survive, subject to the continued payment by Licensee of the royalties specified in Section 1.3 hereof; provided, however, Licensor shall cooperate with License e, at Licensee’s request, and Licensee shall cooperate with Licensor, at Licensor’s request, to convert any sublicensee of Licensee to a direct licensee of Licensor and the terms of Licensee’s sublicenses shall provide for such conversion.6. Exclusivity of License. The License with respect to Licensed Devices shall be exclusive so long as each of the following conditions to exclusivity are met by Licensee. In the event any of such conditions are not met, such license shall become non-exclusive at the election of the Licensor, notice of which change has been given to Licensee.(a) The following minimum annual Net Receipts from sales ofLicensed Devices and Products must be achieved during each of the 12-month periods, described below, beginning with the first day of the month immediately subsequent to the month in which the [**] and each subsequent anniversary of the date of Product Introduction occurs; provided, however, in the event any of such minimum annual Net Receipts are not achieved during any such 12-month period, Licensee may retain exclusivity with respect to Licensed Devices if it pays Licensor percentage royalties on the short-fall from the amount of such minimum annual Net Receipts in such period, at the applicable exclusive rate in Section 4.2 above, within 45 days after the end of such period.[**](b) The minimum advance royalty payments paid pursuant to Section 4.1 above (after all applicable crediting of Recoupable Payments) shall be [**] per month ([**] per month, beginning with the [**] year after Product Introduction).7. Termination for Breach. Either party shall have the right to terminate this Agreement in its entirety in the event of a material breach by the other party of any of its obligations hereunder. In the event a party does materially breach any of its obligations hereunder,the other party may effect such termination by giving the breaching party written notice of its intent to terminate this Agreement, which notice shall specify, in reasonable detail, the nature of such breach. Such termination shall occur 30 days following the effectiveness of such notice, unless the breaching party cures such breach prior to the expiration of such 30-day period; provided, however, that (a) if such breach is not curable, such termination shall occur upon the effectiveness of such notice, and (b) if such breach is curable, but does not relate to the payment of any sum of money or to Section 1.3 above, is not capable of being cured within such 30-day period, and the breaching party commences engaging in all reasonable efforts to cure it after receiving such notice and continues to engage in such efforts until it is cured, a termination of the Agreement with respect to such breach many not occur unless the breaching party fails to cure such breach within 90 days following the effectiveness of such notice. Notwithstanding the foregoing, in the event Licensor gives Licensee written notice, claiming that Licensee has failed to pay royalties hereunder on products sold by Licensee, and Licensee gives Licensor written notice that it does not believe that it is obligated to pay such royalties and the reasons, in reasonable detail, for such belief, within the 30-day period after the effectiveness of such notice from Licensor, such dispute shall be submitted to arbitration pursuant to Section 7.18 of Exhibit A hereto. This Agreement may not be terminated during the pendency of such arbitration as a result of the claimed breach to be resolved in such arbitration.8. Sell-Off Period. Any Licensed Devices manufactured pursuant to the License prior to the termination of this Agreement may be sold pursuant to the terms and conditions of this Agreement within 18 months from the date of such termination.9. Sale of Licensor. During the period that the License with respect to Licensed Devices is exclusive, (a) Licensor shall not solicit a purchase of the Technology, all or substantially all of its assets or all of its outstanding voting securities, (collectively, a Purchase ), and (b) Licensee shall have a right-of-first-refusal with respect to any Purchase, as described below. In the event Licensor receives a written offer with respect to a Purchase that it is willing to accept, it shall give Licensee written notice of the material terms and conditions of such offer (the Offer Notice ). Licensee shall have the right to make such Purchase in the event it (x) gives Licensor written notice that it is willing to make such Purchase, on such material terms and conditions, within ten days of receiving the Offer Notice, (y) enters into a definitive agreement with respect to such Purchase, which includes such material terms and conditions and such other terms and conditions as are normal with respect to such a transaction, within 20 days of receiving such agreement from Licensor, and (z) consummates such transaction pursuant to the terms and conditions of such agreement. If Licensee fails to timely meet any of suchconditions, Licensor shall have the right to consummate such Purchase on such material terms and conditions, taken as a whole.10. Confidentiality of Agreement. The terms and conditions of this Agreement shall be deemed to constitute Confidential Information, as defined in Section 4 of Exhibit A hereto, of each of the parties, and shall be subject to all of the terms and conditions of such section; provided, however, Licensee may disclose any such terms and conditions, as permitted by such section or with the approval of Licensor, which shall not be unreasonably withheld or delayed.11. Continuation of Business. So long as the License with respect to Licensed Devices is exclusive and Licensor does not have the right to terminate this Agreement pursuant to Section 7 above, Licensor shall not wind up its affairs, liquidate or dissolve without Licensee’s written consent, which shall not be unreasonably withheld or delayed.12. Additional Covenant. Licensee shall not unilaterally terminate its consulting relationship with Ben Ting, Peter Pani or Richard Abraham until the last to occur of (a) the License with respect to Licensed Devices ceasing to be exclusive, and (b) anaggregate of _________ shares of Licensee’s Common Stock subject to options granted under the consulting agreements between Licensee and Ben Ting, Peter Pani and Richard Abraham having vested. Licensee shall not unilaterally terminate its employment relationship with Ben Ting, Peter Pani or Richard Abraham unless and until the License with respect to Licensed Devices ceases to be exclusive.13. Other Terms and Conditions. Exhibit A attached hereto, which contains additional definitions, terms and conditions, is hereby incorporated in, and made a part of, this Agreement.Each of the parties has caused this Agreement to be executed and delivered by its duly authorized representative as of the date first written above.LICENSOR LICENSEEAAA, Inc. BBB CorporationBy:_________ By:_________Name:_________ Name:_________Title:_________ Title:_________[**]=CONFIDENTIAL TREATMENT REQUESTEDLicense Agreement许可协议-WHEREAS, CCC is a wholly-owned Subsidiary (such and other capitalized terms having the meanings assigned thereto in Section 1 below) of BBB, which in turn is a wholly-owned Subsidiary of AAA;WHEREAS, AAA, BBB and CCC are currently involved in the initial planning stages of a project pursuant to which CCC will construct, own and operate inter alia a manufacturing plant to manufacture Wafers using high-volume semiconductor wafer fabrication processes and an adjoining research and development center, each of which is to be located in _________(state), Germany (collectively referred to as the Plant andWHEREAS, AAA and BBB are entering into an BBB WaferPurchase Agreement (as amended, supplemented or otherwise modified from time to time, the BBB Wafer Purchase Agreement ), pursuant to which, among other things, AAA will agree to purchase from BBB, and BBB will agree to supply on an exclusive basis to AAA, all Products as are ordered from time to time by AAA from BBB, in each case on the terms and conditions of the BBB Wafer Purchase Agreement; andWHEREAS, concurrently herewith, BBB and CCC are entering into an CCC Wafer Purchase Agreement (as amended, supplemented or otherwise modified from time to time, the CCC Wafer Purchase Agreement together with the BBB Wafer Purchase Agreement, the Wafer Purchase Agreements ), pursuant to which, among other things, BBB will agree to purchase from CCC, and CCC will agree to manufacture and sell to BBB, on an exclusive basis, such Products, all on the terms and conditions of the CCC Wafer Purchase Agreement; andWHEREAS, concurrently herewith, AAA and BBB are entering into an BBB Research, Design and Development Agreement (as amended, supplemented or otherwise modified from time to time, the BBB Research Agreement ), and BBB and CCC concurrently herewith are entering into an CCC Research, Design and Development Agreement (as amended, supplemented or otherwise modified from time to time, the CCC Research Agreement together with the BBB Research Agreement, the Research Agreements )pursuant to which BBB will provide certain research, design and development Services and Design Activities relating to semiconductor products to AAA, and pursuant to which BBB will obtain CCC’s assistance in providing such Services and Design Activities, in each case on the terms and subject to the conditions of the relevant Research Agreement; andWHEREAS, in furtherance of the CCC Research Agreement, all rights, title and interest in and to the Developed Intellectual Property shall at all times be vested solely in AAA; andWHEREAS, it is a condition to the parties entering into the Purchase Agreements that AAA grant to CCC a perpetual, royalty-free, non-exclusive license to use the Developed Intellectual Property at the Plant to design, develop, manufacture, use, distribute and sell products other than the Products, all on the terms and subject to the conditions contained herein; andWHEREAS, concurrently herewith, CCC is entering into that certain Loan Agreement (the Loan Agreement ) among Dresdner Bank AG, as Agent and Security Trustee (the Agent ), and certain other financial institutions named in the Loan Agreement, pursuant to which such institutions will make loans from time to time to CCC on the terms and conditions set forth therein; andWHEREAS, as the capital stock of CCC and all or substantiallyall of CCC’s property and assets are being pledged as security for the full and timely performance by CCC of all of its obligations under the Loan Agreement, the parties wish to clarify certain questions relating to the ownership of various intellectual property used in the operation of the Plant and/or developed by CCC under the CCC Research Agreement and to identify certain permitted uses of the Plant and such intellectual property following termination of the Service Agreements.NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:Section 1. Definitions. The following terms shall, unless the context requires otherwise, have the respective meanings assigned to them as follows:(a) Affiliates means, with respect to any Person, a Person which, directly or indirectly, controls, is controlled by, or is under common control with, such other Person; and, for purposes of this definition, the concept of control, with respect to any Person, signifies the possession of the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership ofvoting securities, the possession of voting rights, by contract, or otherwise; provided that FASL shall be deemed to be an Affiliate of AAA for purposes of this Agreement;(b) Agent means Dresdner Bank AG, as Agent under the Loan Agreement, including any successor to Dresdner Bank AG in that capacity;(c) EEE Companies means the Subsidiaries of AAA other than CCC;(d) CCC Persons means the directors, officers, employees, self-employed consultants or sub-contractors, and agents of CCC;(e) Banks means, collectively, the Agent and the other financial institutions named in the Loan Agreement.(f) Beneficiary shall mean each of the Banks, any receiver appointed to operate the Plant and any third party purchaser of the capital stock of or all or substantially all of the assets of CCC;(g) Confidential Information means confidential technical information relating to the Proprietary Product Know-how or to the design, manufacture, use and sale of Products and Improvements as well as other non-public business information relating to AAA and the EEE Companies, including, but not limited to, non-public business plans, marketing plans, sales data and customer lists; provided that such information is of a nature that would be treated by a reasonable recipient under arms-length circumstances as confidential, regardless of whether provided in writing or orally;(h) Design Activity means the activities of CCC to provide the Services, including without limitation to research, design and develop custom circuits, schematics and layouts and such other activities as shall from time to time be requested of it pursuant to the CCC Research Agreement;(i) Developed Intellectual Property means all intellectual property, including, but not limited to, ideas, conceptions and inventions (whether or not patentable, reduced to practice or made the subject of a pending patent application), copyrights (whether or not registered), copyrighted or copyrightable works, mask works or registrations thereof, software, semi-conductor topography rights, know-how, trade secrets, manufacturing and production processes。

最终用户许可协议 - 注册版本1. 许可证- 如果你收到并且（或者）使用了 ACD 系统有限公司（“ACD”）的软件，就代表你已经接受了以下许可证协议，并受该协议条款约束。

根据该协议，ACD 授予您有限的、非专有的、不可转让、不可再授权的本软件的最终使用权。

只有遵守这份协议或其他和ACD签订的书面协议以及从附带在其它硬件产品上获得的情况下才可以使用本软件。

该协议是 ACD 系统有限公司（ACD Systems Ltd. 以下简称公司）和购买、使用这份 ACD 软件的单位和个人（以下简称用户）之间的具有法律效力的文件。

如果你不打算接受该协议，请立即从你的计算机或其他硬件设备上删除本软件。

并通过邮件将本软件及其相关资料和包装及时寄回到 ACD 公司，ACD 并没有将本软件的所有权转移到您的头上，授予您此许可证并非是通过销售达成的。

2. 分发- 除了复制一份作为备份品外，用户不能复制、分发、转移或再授权本软件。

若需分销本软件，请和以下地址联系：网址: /邮件: channelsales@传真: 1 (866) 544 0291 (北美免费)传真: 1 (250) 544 0291 (国际)3. 用户协议3.1 使用-您只能在您所购买的许可证的数量内或硬件所附带的软件数量内使用本软件，若需额外使用本软件，必须重新购买许可证，详情请通过电子邮件和我们联系. 除您之外，其他人不能使用、复制、或试用本软件。

其他人若需试用，可到以下网址获取: /3.2 使用限制 - 您必须在法律许可的范围内使用本软件，不能将本软件用于任何非法活动。

不能将本软件用于展示、传播包含色情、种族主义、低级趣味、淫秽、诽谤中伤、污辱性质的资料。

也严禁将本软件用于散播任何针对宗教、民族传统、人种、性别、年龄的各种仇恨、歧视和偏见。

每一份经过授权的软件只能在一台电脑被一个用户使用。

无论是下载并运行该软件还是将软件安装在计算机上都被视为使用，如果你将软件安装在一个多用户平台或网络上，每一个单独用户都必须购买一份许可证，或者购买一份多用户许可证。

END U SER L ICENSE A GREEMENT最终用户许可协议本最终用户许可协议（“协议”）系 S ys-­‐Tech S olutions, I nc. 在新泽西州运营的 S ystech I nternational (“Systech”) 与同意本协议的个人或实体（“被许可人”或“您”）之间具有约束力的协议。

请仔细阅读本协议的条款与条件。

如果您不同意这些条款与条件，请归还因本协议而接收的所有系统软件以及相关文档与材料（统称“软件”）至 S ystech，Systech 将退还您购买该软件所支付的金额。

打开或使用软件的任何部分即表示您同意本协议。

您可以选择实现您预期结果的软件并对软件的适当用途、维护以及从软件中获取的结果负责。

本软件包括所有代码、文档及其外观、结构与组织，均为 S ystech 或其许可人的专利产品，受版权与其他法律保护。

本软件及其所有拷贝、修改或合并内容的所有权归 S ystech 或其许可人所有。

1.许可授权。

在您严格遵守本协议所列的所有条款与条件的情况下，Systech 特此在本协议的条款中授予您一项非独占、不可转移的许可，以便下载并在使用 S ystech 许可密钥激活的计算机上使用该软件。

您可以拷贝一 (1) 份该软件作为备份或存档以支持该软件的许可使用。

如果您希望在多个计算机系统上使用该软件，您必须为同时使用该软件的每个系统获取一项许可或获得 S ystech 的书面同意。

2.协议期限。

本协议自您打开或使用该软件任何组件之日起生效，有效期至本协议所规定的时间为止。

一旦您违反相同条款与条件，本协议将自动终止。

一旦协议终止，您应销毁该软件的所有拷贝并归还所有相关材料与任何版权保护／追踪设备至 S ystech。

一旦协议终止，Systech 保留收回前述许可的权利。

您随时可以终止此协议，只需您销毁所有软件相关的拷贝以及任何形式存在的相关文档与材料即可。