Semiconductors

Artisan Components End User License Agreement Terms and Conditions

1.1    Back-End Views means the library element physical design and related documentation deliverables, whether in object code, reconfigurable binary, ASCII data, binary data, or any other form. Typically each Product delivered hereunder will come with a list identifying the Back-End Views deliverables, and such deliverables will typically include GDS II and SPICE.

1.2    Front-End Views means the library element timing, simulation models, logical symbols, floor planning abstracts and related documentation deliverables. Typically each Product delivered hereunder will come with a list identifying the Front-End Views deliverables, and such deliverables will typically include Verilog files.

1.3    Product(s) means the Product(s) identified on the first page of this Agreement, and any Products added to this Agreement per a request by Licensee pursuant to (a) an addendum to this Agreement signed by both parties; or (b) an e-mail from an authorized representative of the Artisan End User Group sent to Licensees Main Contact that references the License Agreement Number of this Agreement. Where applicable, each Product licensed hereunder will consist of both Front-End Views and Back-End Views.

1.4    Foundry means                                 .

1.5    Confidential Information means (a) the Products and (b) the confidential or proprietary information delivered under this Agreement except for information which (i) was known to recipient at the time of disclosure; (ii) is or becomes publicly available without fault of recipient; and (iii) is lawfully obtained by recipient from a third party without confidentiality restriction.

1.6    Part Number means a unique alphanumeric sequence used by Licensee and Foundry for ordering and tracking Licensees integrated circuit designs through the Foundry manufacturing and/or delivery processes. Part Number includes any prefixes or suffixes that indicate the current revision or version of a particular IC design. If Licensee does not use a sequence for ordering and tracking integrated circuits that meets the preceding definition of Part Number, then this definition shall be deemed to include whatever sequence, designation or system is in use by Licensee.

2.1    License Grant.    Artisan grants Licensee a non-exclusive, non-transferable license to use the Products internally solely to design and layout integrated circuits for manufacture at Foundrys manufacturing facilities. To the extent elements of the Products are intended to be, and are made, part of any integrated circuits developed using the Products, Artisan further grants Licensee a non-exclusive, non-transferable license to use, import, export, market, offer for sale, sell, and otherwise dispose of such elements solely as part of any such integrated circuits. There is no charge to Licensee for the licenses granted hereunder.

2.2    Limitations.    Licensee may not disclose or distribute, except as set forth in Section 2.4, or modify the Products. The manufacture of any integrated circuits containing or based upon any portion of the Products or output from the Products (e.g., memory instances) may occur only at Foundrys manufacturing facilities. Licensee agrees to ensure that tags identifying the Products as Artisans royalty-bearing products will be included in and will not be removed from the integrated circuit database developed using the Products, and further agrees that it shall include, and shall not alter, modify or remove the tagging located at special text layer 63 in the GDSII format. In addition, Licensee shall notify Foundry at the time of submission of a design for manufacturing that Artisan Product(s) have been used in the design. Licensee acknowledges that

(a) its receipt of the Products does not guarantee a business relationship with Foundry, (b) a separate agreement between Foundry and Licensee must be in place to cover foundry services to be provided by Foundry to Licensee, and (c) it has entered, or shall enter, into such separate agreement with Foundry based upon its own judgment and expressly disclaims any reliance upon statements made by Artisan to Licensee, if any, with regards to such separate agreement with Foundry. The Products are Confidential Information of Artisan (and/or its licensors) and, except as set forth in Section 2.4, they may not be disclosed to any third parties and they may be used as authorized hereunder only by Licensees employees (and its individual independent contractors working on site at Licensee and who are under a written agreement with Licensee sufficient to ensure compliance with this Agreement) with a need to know in order to design and layout integrated circuits using the Products for eventual manufacture at Foundrys manufacturing facilities. Certain elements of the Products may be provided in files/data formatted for use with or by certain third party tools/products. No license to any third party tools/products is granted to Licensee by Artisan. Licensee must ensure that it has the necessary licenses and rights to use the third party tools/products necessary to utilize the Products. Licensee may not reverse engineer (except to the extent any prohibition on reverse engineering is not allowed in the jurisdiction in which Licensee is located) any of the Products.