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License Agreement
License Agreement (57K)
Doc #108717: Click preview link for longer preview.
TESSERA, INC.
TCC(R) License Agreement
This Agreement is entered into as of this 22/nd/ day of December, 1998
("Effective Date"), between TESSERA INC., a corporation organized under the laws
of Delaware, having a principal place of business at 3099 Orchard Drive, San
Jose CA 95134 and the Tessera Affiliates ("Tessera") and CHIPPAC, INC., a
corporation organized under the laws of California, having a principal place of
business at 3151 Coronado Drive, Santa Clara, CA 95054 and the Licensee
Affiliates ("Licensee") with reference to the following facts:
Scope:
-----
WHEREAS, Tessera owns certain semiconductor integrated circuit ("IC") packaging
technology it calls TCC technology along with related IC tape design and
mounting technology it calls TCMT technology, where said technologies include
manufacturing processes, package device designs and specifications, including
design rules and certain other proprietary information and technology required
to manufacture TCC packages, and
WHEREAS, Licensee wishes to use the Tessera patented technology and Technical
Information to assemble said TCC packages and to sell same in accordance with
the terms hereof.
The Parties Hereto Agree:
I. Definitions. As used herein, the following terms shall have the
following meaning:
A. The term "TCC" is an acronym for Tessera Compliant Chip, a type of
integrated circuit ("IC") package which is the subject matter of certain Tessera
Patents licensed hereunder. By way of non-limiting examples, such TCC packages
may include IC packages that are in a fan-in arrangement (where external
electrical terminals overlie a surface of an IC device) or are in a fan-out
arrangement (where external electrical terminals are arranged beyond the
periphery of an IC device) or are in a fan-in/fan-out arrangement (where
external electrical terminals both overlie a surface of an IC device and extend
beyond the periphery of the IC device). In such examples, the contact bearing
surface of the IC device may face either towards or away from the external
electrical terminals.
B. The term "Tape" shall mean any flexible film circuit starting material
that may be made under certain of the Tessera Patents, including but not limited
to TAB tape, flex-circuit film, and substantial equivalents commonly available
in the industry.
C. The verbs "Convert" and "Converted" and the noun, "Conversion" refer
to a process or method by which Tape (whether or not made under the Tessera
Patents) is configured with a compliant die mounting layer, die attach adhesive
layer, or otherwise disposed for subsequent packaging of an IC in a TCC package.
D. The term "TCMT" means Converted Tape capable of being incorporated
into the manufacture of a TCC package.
Page 1 of 21
{PAGE}
E. The term "Technical Information" means Tessera Tape Conversion and
package assembly know-how relating to the relating to design, manufacture and
assembly of TCC packages (excluding Batch Technology as defined herein) which
may be proprietary and/or confidential in nature and which may include, without
limitation, material specifications, current best method of assembly, tooling
specifications, design methods and techniques, proprietary software, process
data, yields, reliability data, and other Tessera engineering data and test
results needed by Licensee (the foregoing by mutual agreement) to exercise the
rights, licenses and privileges granted hereunder.
F. The term "Batch Technology" as used herein means Patents and technical
information relating to or including: (i) any method or result of U.S. Patent
Number 5,518,964 (and related Patents) for making flexible electrically
conducting element(s), joining said elements to electrical contact(s) on a
substantially planar electrical element such as a semiconductor integrated
circuit, undiced IC wafer, or interconnect substrate, and forming said
element(s) away from the plane of said contacts in a predetermined fashion into
the flexible electrical lead(s) of a TCC package; (ii) any method or result of
U.S. Patent 5,455,390 (and related Patents) for making and forming flexible
conducting element(s) on a dielectric film and then simultaneously joining said
elements to electrical contacts on a substantially planar electrical element
such as a semiconductor integrated circuit, undiced IC wafer or interconnect
substrate to produce the flexible electrical leads of a TCC package; and/or
(iii) any method or result of further invention or Patent made or acquired by
Tessera during the term hereof covering any processing method for simultaneously
forming, producing and/or connecting a plurality of flexible electrical leads of
a TCC package. Notwithstanding, the parties expressly agree that any TCC package
made and/or connected individually on a semiconductor integrated circuit or
undiced wafer by traditional wire bonding methods and/or tape automated bonding
("TAB") gang bonding methods, is not included in Batch Technology .
108717
|
ChipPAC
As referenced in this License Agreement:
CHIPPAC, INC. – TESSERA INC., a corporation organized under the laws
of Delaware, having a principal place of business at 3099 Orchard Drive, San
Jose CA 95134 and the Tessera Affiliates ("Tessera") and CHIPPAC, INC. , a
corporation organized under the laws of California, having a principal place of
business at 3151 Coronado Drive, Santa Clara, CA 95054 and the Licensee
Affiliates ("Licensee") with reference
_____________
ChipPAC, Inc. – Licensee at the addresses and facsimile numbers
set forth below:
Tessera: Tessera, Inc.
3099 Orchard Dr.
San Jose, California 95134
Facsimile No.: 408-894-0768
Attn.: Chief Executive Officer
Licensee: ChipPAC, Inc.
3151 Coronado Drive
Santa Clara, CA 95054
Facsimile No.: 408-486-5911
Attn.: President
Either Party may change its address and/or facsimile number by giving the
other party
_____________
CHIPPAC, INC. – in writing, dated and signed by both
parties hereto.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the date first above written.
TESSERA, INC. CHIPPAC, INC. (Company Name)
-------------------
By: /s/ John W. Smith By: /s/ Dennis McKenna
--------------------------- -----------------------------
Print Name: John W. Smith Print Name: Dennis McKenna
------------------ ---------------------
Title: President Title: President/CEO
------------------------ --------------------------
Date: 12/22/98
_____________
dt 1321983
;
ChipPAC
As referenced in this License Agreement:
CHIPPAC, INC. – TESSERA INC., a corporation organized under the laws
of Delaware, having a principal place of business at 3099 Orchard Drive, San
Jose CA 95134 and the Tessera Affiliates ("Tessera") and CHIPPAC, INC. , a
corporation organized under the laws of California, having a principal place of
business at 3151 Coronado Drive, Santa Clara, CA 95054 and the Licensee
Affiliates ("Licensee") with reference
_____________
ChipPAC, Inc. – Licensee at the addresses and facsimile numbers
set forth below:
Tessera: Tessera, Inc.
3099 Orchard Dr.
San Jose, California 95134
Facsimile No.: 408-894-0768
Attn.: Chief Executive Officer
Licensee: ChipPAC, Inc.
3151 Coronado Drive
Santa Clara, CA 95054
Facsimile No.: 408-486-5911
Attn.: President
Either Party may change its address and/or facsimile number by giving the
other party
_____________
CHIPPAC, INC. – in writing, dated and signed by both
parties hereto.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the date first above written.
TESSERA, INC. CHIPPAC, INC. (Company Name)
-------------------
By: /s/ John W. Smith By: /s/ Dennis McKenna
--------------------------- -----------------------------
Print Name: John W. Smith Print Name: Dennis McKenna
------------------ ---------------------
Title: President Title: President/CEO
------------------------ --------------------------
Date: 12/22/98
_____________
dt 1458767
;
|
 Union Bank of CA
As referenced in this License Agreement:
Union Bank of California, – royalties due Tessera for
the applicable payment period. All payments under this Paragraph shall be made
in US Dollars by wire transfer to Union Bank of California, 99 Almaden Blvd.,
San Jose, CA 95113, Account Name: Tessera, Account No.: 6450148359, Routing No.
122000496, International Swift Code: UBLAUS66, or such
_____________
dt 147176
|
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Full Doc
| 2003 |
Technology License Agreement
Technology License Agreement (226K)
Doc #119432: Click preview link for longer preview.
License Agreement
January 6, 2003
CONFIDENTIAL
--------------------------------------------------------------------------------
REDWOOD AND YELLOWSTONE
SEMICONDUCTOR TECHNOLOGY
LICENSE AGREEMENT
BETWEEN
SONY CORPORATION
AND
RAMBUS INC.
--------------------------------------------------------------------------------
{PAGE}
License Agreement
January 6, 2003
TABLE OF CONTENTS
PAGE
----
SECTION 1. DEFINITIONS.........................................................2
1.1 Rambus Interface Technology........................................2
1.2 Redwood Rambus Interface Technology................................2
1.3 Yellowstone Rambus Interface Technology............................3
1.4 Technical Information..............................................3
1.5 Rambus Interface Specification.....................................3
1.6 Redwood Rambus Interface Specification.............................3
1.7 Yellowstone Rambus Interface Specification.........................3
1.8 Compatible.........................................................3
1.9 Redwood Rambus Processor...........................................4
1.10 Redwood Rambus Peripheral..........................................4
1.11 Yellowstone Rambus Processor.......................................5
1.12 Yellowstone Rambus Peripheral......................................5
1.13 [*] Product........................................................6
1.14 Broadband Engine...................................................6
1.15 Broadband Engine Derivative........................................6
1.16 Memory Hub.........................................................6
1.17 Associated Chip....................................................6
1.18 [*] Processor Chips................................................6
1.19 Compliant Portion..................................................6
1.20 Licensed Rambus ICs................................................7
1.21 Rambus Multichip Module............................................7
1.22 Rambus Board.......................................................7
1.23 Rambus System......................................................7
1.24 Rambus Intellectual Property Rights................................7
-ii-
{PAGE}
TABLE OF CONTENTS
(continued)
PAGE
----
1.25 Confidential Information...........................................7
1.26 SONY Improvements..................................................7
1.27 SONY Patents.......................................................8
1.28 Applicable Licensed Product Under SONY Patents.....................8
1.29 Sell...............................................................9
1.30 Net Sales..........................................................9
1.31 Control............................................................9
1.32 Ultimate Parent Entity.............................................9
1.33 Subsidiary.........................................................9
1.34 Affiliate..........................................................9
1.35 Change of Control..................................................9
1.36 Potential Licensee................................................10
1.37 Applicable Patents................................................10
1.38 Applicable Other IP Rights........................................10
1.39 Effective Date....................................................10
SECTION 2. LICENSES...........................................................10
2.1 Manufacturing and Distribution Rights.............................10
2.2 Sublicense Rights.................................................13
2.3 Proprietary Markings..............................................15
2.4 Trademarks........................................................15
2.5 Limitations.......................................................16
2.6 SONY Patents......................................................17
2.7 Disclaimer........................................................18
2.8 Certain Obligations...............................................19
2.9 Patent License Registration.......................................19
2.10 Delivery of Technology............................................20
2.11 Covenant Not To Sue...............................................20
-iii-
{PAGE}
TABLE OF CONTENTS
(continued)
PAGE
----
SECTION 3. LICENSE FEES AND ROYALTIES.........................................21
3.1 License Fee.......................................................21
3.2 Royalties.........................................................21
3.3 Payments and Accounting...........................................24
3.4 Withholding Taxes.................................................26
SECTION 4. CONFIDENTIAL INFORMATION...........................................26
4.1 Confidential Information..........................................26
4.2 Confidentiality...................................................28
4.3 Exceptions........................................................29
4.4 Additional Responsibilities.......................................30
4.5 Residuals.........................................................30
4.6 Subsidiaries......................................................30
SECTION 5. INTELLECTUAL PROPERTY OWNERSHIP AND INDEMNIFICATION................30
5.1 Ownership.........................................................30
5.2 Rambus Indemnification Disclaimer.................................31
5.3 SONY Indemnification Disclaimer...................................31
SECTION 6. LIMITATION OF LIABILITY............................................31
SECTION 7. TERM AND TERMINATION...............................................32
7.1 Term..............................................................32
7.2 Termination.......................................................32
7.3 Survival..........................................................34
SECTION 8. GOVERNING LAW, DISPUTE RESOLUTION..................................35
8.1 Governing Law.....................................................35
8.2 Dispute Resolution................................................35
SECTION 9. MISCELLANEOUS......................................................36
9.1 Announcement and Promotion........................................36
9.2 Confidentiality of Agreement......................................36
-iv-
{PAGE}
TABLE OF CONTENTS
(continued)
PAGE
----
9.3 Potential Licensees...............................................37
9.4 Assignment........................................................38
9.5 No Conflicts......................................................39
9.6 Authority.........................................................39
9.7 Notices...........................................................39
9.8 Electronic Transfers..............................................39
9.9 Export Controls...................................................40
9.10 Partial Invalidity................................................41
9.11 No Third Party Beneficiaries......................................41
9.12 Counterparts......................................................42
9.13 Relationship of Parties...........................................42
9.14 Modification......................................................42
9.15 Waiver............................................................42
9.16 Government Approvals..............................................42
9.17 Section Headings and Language.....................................43
9.18 Ambiguities.......................................................43
9.19 Currency..........................................................43
9.20 Entire Agreement..................................................43
-v-
{PAGE}
License Agreement
January 6, 2003
REDWOOD AND YELLOWSTONE
SEMICONDUCTOR TECHNOLOGY LICENSE AGREEMENT
This Redwood and Yellowstone Semiconductor Technology License Agreement
(the "Agreement") is entered into as of the Effective Date, by and between (i)
Rambus Inc., a Delaware corporation with principal offices at 4440 El Camino
Real, Los Altos, California 94022, U.S.A. ("Rambus") and (ii) SONY Corporation,
a Japanese corporation with principal offices at 7-35, Kitashinagawa 6-chome,
Shinagawa-ku, Tokyo, 141-0001 Japan ("SONY") and its subsidiary Sony Computer
Entertainment Inc. a Japanese corporation with principal offices at 1-1 Akasaka
7-chome, Minato-ku, Tokyo 107-0052, Japan ("SCE").
WHEREAS, SCE has entered into a joint development agreement with [*] and
Toshiba Corporation ("Toshiba") (the "[*] Agreement"), to develop a broadband
microprocessor (designated as the "Broadband Engine") for a [*] product;
WHEREAS, Rambus has developed and is developing certain technology for the
interface between DRAMs and logic chips, designated by Rambus as "Yellowstone
Rambus Interface Technology," including memory interface, logic interface,
system expansion technology, system bus technology, bus architecture, bus
protocol, protocol digital logic and high speed signaling/clock circuitry;
WHEREAS, Rambus has developed and is developing certain technology for the
interface between logic integrated circuits, designated by Rambus as "Redwood
Rambus Interface Technology," including logic interface, system expansion
technology, system bus technology, bus architecture, and high speed
signaling/clock circuitry;
WHEREAS, together with this Agreement, Rambus, Toshiba, and SCE are
entering into a "Development Agreement" of even date herewith (the "Development
Agreement"), for Rambus' development and delivery of materials to facilitate
SCE's and Toshiba's implementation of the Redwood Rambus Interface Technology
and the Yellowstone Rambus Interface Technology;
WHEREAS, together with this Agreement, Rambus and Toshiba are entering into
a license agreement of even date herewith (the "Toshiba License Agreement") for
Rambus' license to Toshiba of portions of such Redwood technology and
Yellowstone technology for use in the manufacture and
-1-
{PAGE}
License Agreement
January 6, 2003
sale of certain logic integrated circuits proprietary to Toshiba, or proprietary
to Toshiba jointly with SCE and/or [*]; and
WHEREAS, Rambus desires to license to SONY and SCE, and SONY and SCE
desires to license from Rambus, portions of such Redwood technology and
Yellowstone technology for use in the manufacture and sale of certain logic
integrated circuits proprietary to SONY and/or SCE, or proprietary to SCE
jointly with [*] and/or Toshiba, on the terms and conditions set forth herein;
NOW, THEREFORE, IN CONSIDERATION OF THE FOREGOING AND THE MUTUAL COVENANTS
CONTAINED HEREIN, THE PARTIES AGREE AS FOLLOWS:
SECTION 1.
DEFINITIONS
For purposes of this Agreement the following terms shall have the meanings
set forth below:
1.1 Rambus Interface Technology. "Rambus Interface Technology" means all
interface technology which is owned by, developed by, used by, or licensed to
Rambus. "Rambus Interface Technology" includes all prior, current, and future
versions of this technology. As of the Effective Date, the versions of Rambus
Interface Technology include, without limitation, those designated by Rambus as
"Base," "Concurrent," "Direct," "Taos," "Yellowstone," and "Redwood."
1.2 Redwood Rambus Interface Technology. "Redwood Rambus Interface
Technology" means the following items which are owned by Rambus (or licensed to
Rambus with the right to grant sublicenses of the scope granted herein without
payment of royalties):
(a) the Rambus Interface Technology described in Exhibit A-1
hereto; and
(b) all information, inventions, technology, technical
documentation, designs (including circuit designs), materials, code, and
know-how which describe use of the Rambus Interface Technology described in
Exhibit A-1 and which Rambus provides SONY or SCE during the course of
implementing this Agreement or the Development Agreement (the "RW Technical
Information").
119432
|
Rambus
As referenced in this Technology License Agreement :
RAMBUS INC –
RAMBUS INC
_____________
RAMBUS INC. – of this exhibit has been
filed separately with the Securities and Exchange Commission.
License Agreement
January 6, 2003
CONFIDENTIAL
--------------------------------------------------------------------------------
REDWOOD AND YELLOWSTONE
SEMICONDUCTOR TECHNOLOGY
LICENSE AGREEMENT
BETWEEN
SONY CORPORATION
AND
RAMBUS INC.
--------------------------------------------------------------------------------
License Agreement
January 6, 2003
TABLE OF CONTENTS
PAGE
----
SECTION 1. DEFINITIONS.........................................................2
1.1 Rambus Interface Technology........................................2
1.2 Redwood Rambus Interface Technology................................2
1.3
_____________
Rambus Inc. – 2003
REDWOOD AND YELLOWSTONE
SEMICONDUCTOR TECHNOLOGY LICENSE AGREEMENT
This Redwood and Yellowstone Semiconductor Technology License Agreement
(the "Agreement") is entered into as of the Effective Date, by and between (i)
Rambus Inc. , a Delaware corporation with principal offices at 4440 El Camino
Real, Los Altos, California 94022, U.S.A. ("Rambus") and (ii) SONY Corporation,
a Japanese corporation with principal offices
_____________
Rambus Inc. – Rambus via electronic transfer shall be made in U.S. dollars via
the Federal Reserve Bank of San Francisco for the credit of:
-39-
License Agreement
January 6, 2003
Rambus Inc. , Account #[*]
[*]
[*]
[*]
[*]
9.9 Export Controls.
(a) Each party understands and acknowledges that the other party
is subject to regulation by agencies of the U.S. and Japanese government,
including
_____________
RAMBUS INC. – the parties hereto have caused this Agreement to be
signed by duly authorized officers or representatives as of the date first above
written.
-43-
License Agreement
January 6, 2003
RAMBUS INC. SONY CORPORATION
By: /s/ GEOFF TATE By: /s/ TSUTOMU NIIMURA
--------------------------------- -----------------------------
Name: Geoff Tate Name: Tsutomu Niimura
------------------------------- ---------------------------
Title: CEO Title: SSAC President
------------------------------ --------------------------
Date: Jan. 6, 2003 Date: Jan. 6, 2003
------------------------------- ---------------------------
_____________
dt 1848921
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Source Code License Agreement
Source Code License Agreement (65K)
Doc #140328: Click preview link for longer preview.
SOURCE CODE LICENSE AGREEMENT
THIS SOURCE CODE LICENSE AGREEMENT (this "AGREEMENT") is entered into as of the
13th day of June, 2000 (the "EFFECTIVE DATE"), by and between Credence Systems
Corp., a Delaware corporation with its principal place of business at 215
Fourier Avenue, Fremont, CA 94539 ("CREDENCE"), and its wholly-owned subsidiary,
Fluence Technology Inc., a Delaware corporation, with its principal place of
business at 8700 S.W. Creekside Place, Beaverton, OR 97008 ("FLUENCE"; Credence
and Fluence, collectively, "LICENSOR") and Virage Logic Corp., a Delaware
corporation with its principal place of business at 46501 Landing Parkway,
Fremont, CA 94538 ("LICENSEE"). Licensor and Licensee are each referred to in
this Agreement as a "PARTY" individually, and as the "PARTIES" collectively.
RECITALS
WHEREAS, Licensee entered into a certain License Agreement with HPL, Inc.
("HPL") effective October 12, 1996, to sell HPL's BIST CAD tools embedded within
Licensee's own memory and logic compilers (the "HPL/VIRAGE LOGIC BIST
AGREEMENT");
WHEREAS, Credence acquired certain assets and assumed certain liabilities of HPL
pursuant to a certain Asset Purchase Agreement, effective June 1, 1998,
including HPL's BIST CAD tools and an assignment of the HPL/Virage Logic BIST
Agreement with the consent of Licensee;
WHEREAS, Credence owns all Intellectual Property Rights (as defined below)
related to HPL's BIST CAD tools, and Fluence exclusively sells and supports
HPL's BIST CAD tools;
WHEREAS, Licensee would like to enter into a new agreement with Credence and
Fluence superceding the HPL/Virage Logic BIST Agreement;
NOW, THEREFORE, in consideration of the premises and the mutual covenants
contained in this Agreement, the Parties agree as follows:
1 DEFINITIONS
1.1 "AFFILIATE" with respect to a particular party, shall mean an entity which
controls, is controlled by or is under common control with such party, where
"control" for
{PAGE} 2
purposes hereof means ownership of more than fifty percent (50%) of the voting
stock of an entity, or in the case of an entity that does not have voting stock,
as may be the case of a partnership, joint venture or unincorporated
association, having more than fifty percent (50%) of the ownership interest
representing the right to make decisions for such entity.
1.2 "APPLICATION" shall mean the Program or a Derivative Work thereof
integrated with a Virage memory compiler program such that the output of the
memory compiler or other Virage program is automatically inputted into the
Program.
1.3 "AVERAGE SALES PRICE" or "ASP" shall mean the average sales price
for the Program received by Fluence when licensed standalone; or if the Program
is not licensed standalone, then an equitable pro-rata portion of the bundle in
which the Program is licensed, as determined by Licensee and Fluence in good
faith; provided, however, that:
1.3.1 for the period between the Effective Date of this
Agreement and June 30, 2001, the ASP shall be initially
set at the current sales price for an All Memory Type Seat
License according to Exhibit D;
1.3.2 for semi-annual periods after June 30, 2001, the ASP shall
be determined on a semi-annual basis as the average sales
price of an All Memory Type Seat License calculated over
the then immediately preceding twelve (12) months; and
1.3.3 the ASP shall be deemed to be zero for any semi-annual
period after December 31, 2000, that Fluence does not
receive revenue for a minimum of the equivalent of three
(3) All Memory Type Seat Licenses of the Program, other
than through Licensee, within the immediately preceding
twelve (12) month period, wherein for the purposes of this
equivalency determination, three (3) Project Licenses (or
Tokens) shall be equivalent to one (1) All Memory Type
Seat License, four (4) One Memory Type Seat Licenses shall
be equivalent to one (1) All Memory Type Seat License, and
six (6) Instance Licenses shall be equivalent to one (1)
All Memory Type Seat License.
1.3.4 The current sales price list for the Program is as set
forth in Exhibit D.
1.4 "CONFIDENTIAL INFORMATION" shall mean any information relating to or
Disclosed in the course of the performance of this Agreement, which is or should
140328
|
Credence
As referenced in this Source Code License Agreement:
Credence Systems
Corp. – OMITTED PORTIONS.
SOURCE CODE LICENSE AGREEMENT
THIS SOURCE CODE LICENSE AGREEMENT (this "AGREEMENT") is entered into as of the
13th day of June, 2000 (the "EFFECTIVE DATE"), by and between Credence Systems
Corp. , a Delaware corporation with its principal place of business at 215
Fourier Avenue, Fremont, CA 94539 ("CREDENCE"), and its wholly-owned subsidiary,
Fluence Technology Inc., a Delaware corporation, with
_____________
Credence Systems Corp. – to Fluence:
Virage Logic Corp. Fluence Technology, Inc.
46501 Landing Parkway 8700 S.W. Creekside Place
Fremont, CA 94538 Beaverton, OR 97008
Attention: General Counsel Attn: President
If to Credence:
Credence Systems Corp.
215 Fourier Avenue
Fremont, CA 94539
Attn: General Counsel
{/TABLE}
12
{PAGE} 13
9.11 EXPORT. Licensee shall not export or re-export either the Program or
the Application,
_____________
CREDENCE SYSTEMS CORP. – and signed by each Party.
IN WITNESS WHEREOF, Licensor and Licensee have executed this Agreement through
their duly authorized signatories.
{TABLE}
{CAPTION}
LICENSEE LICENSOR
VIRAGE LOGIC CORP. FLUENCE TECHNOLOGY INC. CREDENCE SYSTEMS CORP.
{S} {C} {C}
/s/ ADAM KABLANIAN /s/ JOHN DIGIROLAMO /s/ GRAHAM J. SIDDALL
--------------------- --------------------- ---------------------
Signature Signature Signature
Adam Kablanian John DiGirolamo Graham J. Siddall
--------------------- --------------------- ---------------------
Name Name Name
President & CEO President &
_____________
dt 1458974
;
|
Virage Logic
As referenced in this Source Code License Agreement:
Virage Logic Corp. – owned subsidiary,
Fluence Technology Inc., a Delaware corporation, with its principal place of
business at 8700 S.W. Creekside Place, Beaverton, OR 97008 ("FLUENCE"; Credence
and Fluence, collectively, "LICENSOR") and Virage Logic Corp. , a Delaware
corporation with its principal place of business at 46501 Landing Parkway,
Fremont, CA 94538 ("LICENSEE"). Licensor and Licensee are each referred to in
this Agreement as a "
_____________
Virage Logic Corp. – when so delivered personally, telecopied, telegraphed or telexed,
or if mailed, two (2) days after the date of mailing, as follows:
{TABLE}
{S} {C}
If to Licensee: If to Fluence:
Virage Logic Corp. Fluence Technology, Inc.
46501 Landing Parkway 8700 S.W. Creekside Place
Fremont, CA 94538 Beaverton, OR 97008
Attention: General Counsel Attn: President
If to Credence:
Credence Systems Corp.
215
_____________
VIRAGE LOGIC CORP. – be binding unless reduced
to writing and signed by each Party.
IN WITNESS WHEREOF, Licensor and Licensee have executed this Agreement through
their duly authorized signatories.
{TABLE}
{CAPTION}
LICENSEE LICENSOR
VIRAGE LOGIC CORP. FLUENCE TECHNOLOGY INC. CREDENCE SYSTEMS CORP.
{S} {C} {C}
/s/ ADAM KABLANIAN /s/ JOHN DIGIROLAMO /s/ GRAHAM J. SIDDALL
--------------------- --------------------- ---------------------
Signature Signature Signature
Adam Kablanian John DiGirolamo Graham J. Siddall
--------------------- --------------------- ---------------------
_____________
dt 1459982
|
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Technology License Agreement
Technology License Agreement (33K)
Doc #142208: Click preview link for longer preview.
Oak Technology, Confidential
TECHNOLOGY LICENSE AGREEMENT
THIS TECHNOLOGY LICENSE AGREEMENT (the "AGREEMENT") is entered into as
of December 29, 2000 (the "EFFECTIVE DATE") by and between Oak Technology, Inc.
a corporation organized under the laws of the State of Delaware, and with its
principal place of business located at 139, Kiefer Court, Sunnyvale CA
94086-5160 ("OAK TECHNOLOGY") and Tvia, Inc. ("LICENSEE") a corporation
organized under the laws of the State of California and with its principal place
of business located at 4001 Burton Drive, Santa Clara, CA 95054 ("Licensee").
WHEREAS, Oak Technology possesses certain 3D graphics technologies it
wishes to license to Licensee;
WHEREAS, Licensee wishes to license the Licensed Technology (as defined
herein) for use with and incorporation into various products it plans to
manufacture;
NOW, THEREFORE, IT IS AGREED, in consideration of the terms and
conditions set forth herein:
1. DEFINITIONS
1.1 "AUTHORIZED FIELDS" shall mean the following fields of use or
markets in which Licensee is authorized to exercise the rights under the
Licensed Technology granted to it under Section 2: (i) the broadband set-top box
market, (ii) the digital television market, and (iii) the television-related
internet appliance market.
1.2 "CHIP TECHNOLOGY" shall mean Oak Technology's 3D graphics
chip technology and related working directories as further described in Exhibit
A provided in Source Code of the Chip Technology format as well as SGN Format.
1.3 "CHIP TECHNOLOGY PRODUCTS" shall mean products in the
Authorized Fields, created by Licensee, which incorporate the Chip Technology
(or Derivative Works thereof) or are bundled with the Chip Technology (or
Derivative Works thereof).
1.4 "CUSTOMERS" shall mean end-users, clients, customers or third
party application developers or services in the Authorized Fields.
1.5 "DERIVATIVE WORK" shall mean a work that is based upon one or
more preexisting works, such as a revision, modification, translation,
abridgement, condensation, expansion, or any other form in which such
preexisting works may be recast, transformed, or adapted, and that, if prepared
without authorization of the owner of the copyright in such preexisting work,
would constitute a copyright infringement. For purposes hereof, a Derivative
Work shall also include any compilation that incorporates such a preexisting
work.
1.6 "LICENSED TECHNOLOGY" shall mean the Chip Technology and the
Software Technology when referenced together collectively.
1.7 "LICENSEE PRODUCTS" shall mean Chip Technology Products and
Software Technology Products.
142208
|
TVIA
As referenced in this Technology License Agreement:
Tvia, Inc. – a corporation organized under the laws of the State of Delaware, and with its
principal place of business located at 139, Kiefer Court, Sunnyvale CA
94086-5160 ("OAK TECHNOLOGY") and Tvia, Inc. ("LICENSEE") a corporation
organized under the laws of the State of California and with its principal place
of business located at 4001 Burton Drive, Santa Clara, CA 95054 ("Licensee").
_____________
TVIA, Inc. – signed copies of this Agreement shall be deemed originals.
Oak Technology, Inc.
By: /s/ David J Power
Name: David J Power
Title: Vice President General Counsel
& Secretary 12-29-2000
TVIA, Inc.
By: /s/ Jack Guedj
Name: Jack Guedj
Title: President
12/29/2000
10
{PAGE}
Oak Technology Confidential
EXHIBIT A
CHIP TECHNOLOGY
1. 317 Oak Technology Chip ("Warp Chip") and
_____________
dt 1459919
;
TVIA
As referenced in this Technology License Agreement:
Tvia, Inc. – a corporation organized under the laws of the State of Delaware, and with its
principal place of business located at 139, Kiefer Court, Sunnyvale CA
94086-5160 ("OAK TECHNOLOGY") and Tvia, Inc. ("LICENSEE") a corporation
organized under the laws of the State of California and with its principal place
of business located at 4001 Burton Drive, Santa Clara, CA 95054 ("Licensee").
_____________
TVIA, Inc. – signed copies of this Agreement shall be deemed originals.
Oak Technology, Inc.
By: /s/ David J Power
Name: David J Power
Title: Vice President General Counsel
& Secretary 12-29-2000
TVIA, Inc.
By: /s/ Jack Guedj
Name: Jack Guedj
Title: President
12/29/2000
10
{PAGE}
Oak Technology Confidential
EXHIBIT A
CHIP TECHNOLOGY
1. 317 Oak Technology Chip ("Warp Chip") and
_____________
dt 1459924
;
| Oak Technology, Inc.
|
| Preview
Full Doc
| 2002 |
Patent and Technology License Agreement
Patent and Technology License Agreement (11K)
Doc #142286: Click preview link for longer preview.
PATENT AND TECHNOLOGY LICENSE AGREEMENT
This Patent and Technology License Agreement (the "Agreement") is made and
entered into as of August 5, 1999 (hereinafter "Effective Date") by and between
Hyundai Electronics Industries Co., Ltd., (hereinafter "HEI") and ChipPAC
Limited (hereinafter "ChipPAC") based upon mutual trust and good-faith. Each
party hereby grants to the other party a license with respect to the
intellectual property rights relating to manufacture and sale of contract
products (as defined herein) on the conditions set forth in this Agreement.
Article 1. DEFINITIONS
1.1 "Intellectual Property Rights" shall mean patents, utility, design and
computer program rights related to semiconductor assembly. HEI's Intellectual
Property Rights granted to ChipPAC are limited to the intellectual property
rights listed in Attachment A hereof and the applications for intellectual
property rights made during the period from the base date of the Attachment A
hereof to June 30, 1998 by the semiconductor business department.
1.2 "Third Party Agreement" shall mean patent license agreements that
either HEI or ChipPAC executed with third parties.
Article 2. GRANTS OF LICENSE
2.1 Subject to Article 4 and upon faithful fulfillment by ChipPAC of the
obligations to make the payments to HEI as set forth under Article 3 hereof, HEI
grants to ChipPAC a license to assemble semiconductor products on the terms and
conditions set forth in this Agreement, using the Intellectual Property Rights
of HEI. The license granted by this Agreement shall cover ChipPAC's license for
assembly activities only and shall not include the license for other areas of
semiconductor manufactured by third parties. ChipPAC's right to grant a
sublicense shall be limited only to companies which are subsidiaries of ChipPAC
as of the Effective Date.
2.2 In case HEI has the right to sublicense any third parties'
semiconductor assembly related patent rights to ChipPAC in accordance with Third
party Agreement executed by HEI, then HEI shall grant ChipPAC such sublicense in
accordance with the terms and conditions of the Third Party Agreement, unless
this sublicense will cause HEI to incur any additional costs.
2.3 ChipPAC grants to HEI a license to assemble semiconductor products on
the terms and conditions set forth in this Agreement using the Intellectual
Property Rights of ChipPAC and/or its subsidiaries. The license granted by this
Agreement shall cover HEI's license for semiconductor assembly activities only
and shall not include the license for other areas of semiconductor manufactured
by third parties.
2.4 In case ChipPAC has the right to sublicense HEI on any third parties'
semiconductor assembly related patent rights according to Third party Agreement
executed by ChipPAC, then ChipPAC shall grant HEI such sublicense in accordance
with the terms and conditions of the Third Party Agreement, unless this
sublicense will cause ChipPAC to incur any additional cost.
142286
|
ChipPAC
As referenced in this Patent and Technology License Agreement:
ChipPAC, Inc. – ChipPAC: ChipPAC Limited
Craigmuir Chambers
P.O. Box 71
road Town, Tortola
British Virgin Islands
Attention: Resident Director
Tel: (284) 494-2233
Fax: (284) 494-3547
with a copy to:
ChipPAC, Inc.
3151 Cordona Drive
Santa Clara, California 95054
U.S.A.
Attention: President
8.6 Any disputes between the parties thereto shall be resolved amicably by
normal commercial practice. However,
_____________
dt 1321985
;
ChipPAC
As referenced in this Patent and Technology License Agreement:
ChipPAC, Inc. – ChipPAC: ChipPAC Limited
Craigmuir Chambers
P.O. Box 71
road Town, Tortola
British Virgin Islands
Attention: Resident Director
Tel: (284) 494-2233
Fax: (284) 494-3547
with a copy to:
ChipPAC, Inc.
3151 Cordona Drive
Santa Clara, California 95054
U.S.A.
Attention: President
8.6 Any disputes between the parties thereto shall be resolved amicably by
normal commercial practice. However,
_____________
dt 1458769
;
| Hyundai Electronics Industries Co., Ltd.
|
| Preview
Full Doc
| 2001 |
Technology License Agreement [Amendment No. 3]
Technology License Agreement [Amendment No. 3] (33K)
Doc #142350: Click preview link for longer preview.
Technology License Agreement
Nortel Networks Limited
LogicVision, Inc.
Design For Testability (DFT)
Amendment #3
March 20, 2001
{PAGE}
AMENDMENT TO THE AGREEMENT
THIS AGREEMENT is made and entered into as of the 20th day of March 2001 (the
"Amendment Date")
BY AND BETWEEN
Nortel Networks Limited, formerly Northern Telecom Limited ("Northern
Telecom"), a corporation organized and existing under the laws of Canada,
having its executive offices at 8200 Dixie Road, Brampton, Ontario, Canada
L6T 5P6, on behalf of itself and its Subsidiaries and on behalf of its
Affiliates (hereinafter collectively referred to as "Nortel Networks");
AND
LOGICVISION, INC., formerly LV SOFTWARE, INC., a corporation organized and
existing under the laws of Delaware, having its primary business office at
101 Metro Drive, Third Floor, San Jose, California 95110 (hereinafter
referred to as "Licensee").
WHEREAS the Parties entered into an Agreement with an Effective Date of the 14th
day of September 1992 concerning software known as the Design For Testability
tool suite (the "Agreement"); and
WHEREAS the Parties made and entered into an amendment to the Agreement on the
1st day of October 1993; and
WHEREAS the Parties made and entered into an amendment to the Agreement on the
11th day of January 1994; and;
WHEREAS the Parties wish to further amend the Agreement as provided herein:
NOW THEREFORE, in consideration of the mutual promises set forth herein, the
Parties agree as follows:
1.0 ARTICLE 1 "DEFINITIONS" is hereby deleted and replaced by the following:
As used herein, unless otherwise defined:
(a) "Affiliate" means a company which a Party hereto, or its parent,
effectively controls, directly or indirectly, other than a Subsidiary,
through the ownership or control of shares in the company;
{PAGE}
(b) "Associated Utilities" means the software elements, cells, or models
described in Schedule C attached hereto and forming a part hereof;
(c) "Derivative Works" means any software produced by Licensee incorporating
all or a portion of the Licensed Product;
(d) "DFT License Revenues" means the revenues recognized on a consolidated
basis by Licensee using Generally Accepted Accounting Principles where such
revenues are from the sale, lease, licensing or otherwise provision of
Licensed Products, Derivative Works, and/or Licensed IP whether comprising
a lump sum and/or a series of periodic payments, after deducting any
reasonable and actually incurred transportation charges or allowances,
transportation insurance, value added taxes or other sales taxes and custom
duties imposed upon and paid by Licensee directly in respect of such sale,
lease, licensing or otherwise included in such proceeds. Notwithstanding
any other provision in this paragraph, where Licensed Products, Derivative
Works and/or Licensed IP are:
(i) sold, leased, licensed, or otherwise transferred to an affiliated
third party that is not contracting with Licensee at arms length, DFT
License Revenues for such Licensed Products, Derivative Works and/or
Licensed IP shall be the prices of such Licensed Products, Derivative
Works and/or Licensed IP when made generally available to non-
affiliated parties making similar quantity commitments. If any of
such Licensed Products, Derivative Works and/or Licensed IP are not
being made generally available to non-affiliated parties making
similar quantity commitments, DFT Licenses Revenues for such products
shall be determined by reference to the most similar type of Licensed
Products, Derivative Works and/or Licensed IP being made available by
Licensee to non-affiliated parties, or
(ii) sold, leased, licensed, or otherwise transferred to a non-affiliated
party under a bundled bid and/or highly discounted sale, DFT License
Revenues for such Licensed Products, Derivative Works and/or Licensed
IP shall be calculated based on the higher of: (a) average prices of
such Licensed Products, Derivative Works and/or Licensed IP charged
over the last ninety (90) days to non-affiliated parties making
similar quantity commitments or (b) actual prices involved.
(e) "Documentation" means those documents and other written materials related
to the Licensed Products, Derivative Works, or Licensed IP that may be
delivered to End-Users, as described in and subject to certain conditions
outlined in Schedule B attached hereto and forming a part hereof;
(f) "Distributor" means any party to whom Licensee provides the Licensed
Products, Derivative Works, or Licensed IP for sub-licensing to End-Users;
(g) "Effective Date" means the 14th day of September, 1992;
(h) "End-Users" shall mean all persons or companies, other than Nortel
Networks, its Affiliates, Subsidiaries and Manufacturing Licensees, which
acquire directly from
142350
|
LogicVision
As referenced in this Technology License Agreement [Amendment No. 3]:
LogicVision, Inc. – PAGE}
EXHIBIT 10.7.4
[CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF THIS DOCUMENT
HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION.]
Technology License Agreement
Nortel Networks Limited
LogicVision, Inc.
Design For Testability (DFT)
Amendment #3
March 20, 2001
{PAGE}
AMENDMENT TO THE AGREEMENT
THIS AGREEMENT is made and entered into as of the 20th day of March 2001 (
_____________
LOGICVISION, INC. – at 8200 Dixie Road, Brampton, Ontario, Canada
L6T 5P6, on behalf of itself and its Subsidiaries and on behalf of its
Affiliates (hereinafter collectively referred to as "Nortel Networks");
AND
LOGICVISION, INC. , formerly LV SOFTWARE, INC., a corporation organized and
existing under the laws of Delaware, having its primary business office at
101 Metro Drive, Third Floor, San Jose, California 95110 (
_____________
LOGICVISION, INC. – writing and sent by certified or registered mail, return receipt
requested, or by hand delivery to the other Party at the following address or
fax number:
(a) if to Licensee:
LOGICVISION, INC.
101 Metro Drive, Third Floor,
San Jose, California 95110
USA
Attention: Dr. V.K. Agarwal, Chief Executive Officer
FAX: 408-573-7640
{PAGE}
(b) if to Nortel Networks:
Nortel
_____________
LOGICVISION, INC. – effect, according to the terms, conditions and covenants therein, except as
herein amended.
IN WITNESS WHEREOF, the Parties hereto have duly executed this amending
agreement.
{TABLE}
{CAPTION}
Nortel Networks Limited LOGICVISION, INC.
{S} {C}
/s/ Arthur Fisher /s/ V.K. Agarwal 03/20/2001
------------------------------------------------------- -------------------------------------------------------
Authorized Signature and Date Authorized Signature and Date
Arthur Fisher, VP Intellectual Property Law Dr. V.K.
_____________
dt 1459736
;
LogicVision
As referenced in this Technology License Agreement [Amendment No. 3]:
LogicVision, Inc. – PAGE}
EXHIBIT 10.7.4
[CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF THIS DOCUMENT
HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION.]
Technology License Agreement
Nortel Networks Limited
LogicVision, Inc.
Design For Testability (DFT)
Amendment #3
March 20, 2001
{PAGE}
AMENDMENT TO THE AGREEMENT
THIS AGREEMENT is made and entered into as of the 20th day of March 2001 (
_____________
LOGICVISION, INC. – at 8200 Dixie Road, Brampton, Ontario, Canada
L6T 5P6, on behalf of itself and its Subsidiaries and on behalf of its
Affiliates (hereinafter collectively referred to as "Nortel Networks");
AND
LOGICVISION, INC. , formerly LV SOFTWARE, INC., a corporation organized and
existing under the laws of Delaware, having its primary business office at
101 Metro Drive, Third Floor, San Jose, California 95110 (
_____________
LOGICVISION, INC. – writing and sent by certified or registered mail, return receipt
requested, or by hand delivery to the other Party at the following address or
fax number:
(a) if to Licensee:
LOGICVISION, INC.
101 Metro Drive, Third Floor,
San Jose, California 95110
USA
Attention: Dr. V.K. Agarwal, Chief Executive Officer
FAX: 408-573-7640
{PAGE}
(b) if to Nortel Networks:
Nortel
_____________
LOGICVISION, INC. – effect, according to the terms, conditions and covenants therein, except as
herein amended.
IN WITNESS WHEREOF, the Parties hereto have duly executed this amending
agreement.
{TABLE}
{CAPTION}
Nortel Networks Limited LOGICVISION, INC.
{S} {C}
/s/ Arthur Fisher /s/ V.K. Agarwal 03/20/2001
------------------------------------------------------- -------------------------------------------------------
Authorized Signature and Date Authorized Signature and Date
Arthur Fisher, VP Intellectual Property Law Dr. V.K.
_____________
dt 1459745
;
| Nortel Networks Limited
|
| Preview
Full Doc
| 2001 |
Technology License Agreement [Amendment No. 3]
Technology License Agreement [Amendment No. 3] (30K)
Doc #142360: Click preview link for longer preview.
Technology License Agreement
Nortel Networks Limited
LogicVision, Inc.
Design For Testability (DFT)
Amendment #3
March 20, 2001
{PAGE}
AMENDMENT TO THE AGREEMENT
THIS AGREEMENT is made and entered into as of the 20th day of March 2001 (the
"Amendment Date")
BY AND BETWEEN
Nortel Networks Limited, formerly Northern Telecom Limited ("Northern
Telecom"), a corporation organized and existing under the laws of Canada,
having its executive offices at 8200 Dixie Road, Brampton, Ontario, Canada
L6T 5P6, on behalf of itself and its Subsidiaries and on behalf of its
Affiliates (hereinafter collectively referred to as "Nortel Networks");
AND
LOGICVISION, INC., formerly LV SOFTWARE, INC., a corporation organized and
existing under the laws of Delaware, having its primary business office at
101 Metro Drive, Third Floor, San Jose, California 95110 (hereinafter
referred to as "Licensee").
WHEREAS the Parties entered into an Agreement with an Effective Date of the 14th
day of September 1992 concerning software known as the Design For Testability
tool suite (the "Agreement"); and
WHEREAS the Parties made and entered into an amendment to the Agreement on the
1st day of October 1993; and
WHEREAS the Parties made and entered into an amendment to the Agreement on the
11th day of January 1994; and;
WHEREAS the Parties wish to further amend the Agreement as provided herein:
NOW THEREFORE, in consideration of the mutual promises set forth herein, the
Parties agree as follows:
1.0 ARTICLE 1 "DEFINITIONS" is hereby deleted and replaced by the following:
As used herein, unless otherwise defined:
(a) "Affiliate" means a company which a Party hereto, or its parent,
effectively controls, directly or indirectly, other than a Subsidiary,
through the ownership or control of shares in the company;
{PAGE}
(b) "Associated Utilities" means the software elements, cells, or models
described in Schedule C attached hereto and forming a part hereof;
(c) "Derivative Works" means any software produced by Licensee incorporating
all or a portion of the Licensed Product;
(d) "DFT License Revenues" means ***, after deducting any reasonable and
actually incurred transportation charges or allowances, transportation
insurance, value added taxes or other sales taxes and custom duties imposed
upon and paid by Licensee ***:
(i) ***, or
(ii) ***.
(e) "Documentation" means those documents and other written materials related
to the Licensed Products, Derivative Works, or Licensed IP that may be
delivered to End-Users, as described in and subject to certain conditions
outlined in Schedule B attached hereto and forming a part hereof;
(f) "Distributor" means any party to whom Licensee provides the Licensed
Products, Derivative Works, or Licensed IP for sub-licensing to End-Users;
(g) "Effective Date" means the 14th day of September, 1992;
(h) "End-Users" shall mean all persons or companies, other than Nortel
Networks, its Affiliates, Subsidiaries and Manufacturing Licensees, which
acquire directly from
142360
|
LogicVision
As referenced in this Technology License Agreement [Amendment No. 3]:
LogicVision, Inc. – PAGE}
Exhibit 10.7.4
[CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF THIS DOCUMENT
HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION.]
Technology License Agreement
Nortel Networks Limited
LogicVision, Inc.
Design For Testability (DFT)
Amendment #3
March 20, 2001
{PAGE}
AMENDMENT TO THE AGREEMENT
THIS AGREEMENT is made and entered into as of the 20th day of March 2001 (
_____________
LOGICVISION, INC. – at 8200 Dixie Road, Brampton, Ontario, Canada
L6T 5P6, on behalf of itself and its Subsidiaries and on behalf of its
Affiliates (hereinafter collectively referred to as "Nortel Networks");
AND
LOGICVISION, INC. , formerly LV SOFTWARE, INC., a corporation organized and
existing under the laws of Delaware, having its primary business office at
101 Metro Drive, Third Floor, San Jose, California 95110 (
_____________
LOGICVISION, INC. – writing and sent by certified or registered mail, return receipt
requested, or by hand delivery to the other Party at the following address or
fax number:
(a) if to Licensee:
LOGICVISION, INC.
101 Metro Drive, Third Floor,
San Jose, California 95110
USA
Attention: Dr. V.K. Agarwal, Chief Executive Officer
FAX: 408-573-7640
{PAGE}
(b) if to Nortel Networks:
Nortel
_____________
LOGICVISION, INC. – effect, according to the terms, conditions and covenants therein, except as
herein amended.
IN WITNESS WHEREOF, the Parties hereto have duly executed this amending
agreement.
{TABLE}
{CAPTION}
Nortel Networks Limited LOGICVISION, INC.
{S} {C}
/s/ Arthur Fisher /s/ V.K. Agarwal 03/20/2001
------------------------------------------------------- -------------------------------------------------------
Authorized Signature and Date Authorized Signature and Date
Arthur Fisher, VP Intellectual Property Law Dr. V.K.
_____________
dt 1459737
;
LogicVision
As referenced in this Technology License Agreement [Amendment No. 3]:
LogicVision, Inc. – PAGE}
Exhibit 10.7.4
[CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF THIS DOCUMENT
HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION.]
Technology License Agreement
Nortel Networks Limited
LogicVision, Inc.
Design For Testability (DFT)
Amendment #3
March 20, 2001
{PAGE}
AMENDMENT TO THE AGREEMENT
THIS AGREEMENT is made and entered into as of the 20th day of March 2001 (
_____________
LOGICVISION, INC. – at 8200 Dixie Road, Brampton, Ontario, Canada
L6T 5P6, on behalf of itself and its Subsidiaries and on behalf of its
Affiliates (hereinafter collectively referred to as "Nortel Networks");
AND
LOGICVISION, INC. , formerly LV SOFTWARE, INC., a corporation organized and
existing under the laws of Delaware, having its primary business office at
101 Metro Drive, Third Floor, San Jose, California 95110 (
_____________
LOGICVISION, INC. – writing and sent by certified or registered mail, return receipt
requested, or by hand delivery to the other Party at the following address or
fax number:
(a) if to Licensee:
LOGICVISION, INC.
101 Metro Drive, Third Floor,
San Jose, California 95110
USA
Attention: Dr. V.K. Agarwal, Chief Executive Officer
FAX: 408-573-7640
{PAGE}
(b) if to Nortel Networks:
Nortel
_____________
LOGICVISION, INC. – effect, according to the terms, conditions and covenants therein, except as
herein amended.
IN WITNESS WHEREOF, the Parties hereto have duly executed this amending
agreement.
{TABLE}
{CAPTION}
Nortel Networks Limited LOGICVISION, INC.
{S} {C}
/s/ Arthur Fisher /s/ V.K. Agarwal 03/20/2001
------------------------------------------------------- -------------------------------------------------------
Authorized Signature and Date Authorized Signature and Date
Arthur Fisher, VP Intellectual Property Law Dr. V.K.
_____________
dt 1459746
;
| Nortel Networks Limited
|
| Preview
Full Doc
| 2001 |
Patent and Technology License Agreement
Patent and Technology License Agreement (108K)
Doc #142412: Click preview link for longer preview.
PATENT AND TECHNOLOGY LICENSE AGREEMENT
by and among
LUCENT TECHNOLOGIES INC.
LUCENT TECHNOLOGIES GRL CORP.
LUCENT TECHNOLOGIES GUARDIAN I CORP.
LUCENT TECHNOLOGIES OPTICAL NETWORKING GUARDIAN CORP.
LUCENT TECHNOLOGIES WIRELESS GUARDIAN CORP.
LUCENT TECHNOLOGIES FIBER GUARDIAN CORP.
AGERE SYSTEMS INC.
AGERE SYSTEMS GUARDIAN CORP.
and
AGERE SYSTEMS OPTOELECTRONICS GUARDIAN CORP.
Dated as of February 1, 2001
{PAGE} 2
PATENT AND TECHNOLOGY LICENSE AGREEMENT
Table of Contents
ARTICLE I -- DEFINITIONS
ARTICLE II -- ACCESS AND USE OF LICENSED TECHNOLOGY
2.1 Access to Licensed Technology
2.2 Export Control
2.3 Lucent's Rights to Use Licensed Agere Technology
2.4 Agere's Rights to Use Licensed Lucent Technology and Licensed
Corporate Technology
2.5 Procurement
2.6 Additional Licenses for Messaging Technology
ARTICLE III -- PATENT LICENSES
3.1 Grants to Agere
3.2 Grants to Lucent and GRL
3.3 Duration and Extent of Licensees
3.4 Scopes of Licenses
3.5 Filings of Patent Applications
3.6 Joint Inventions
3.7 Outside the United States
3.8 Defensive Protection Arrangement
3.9 Licensing prior to Distribution Date
3.10 Exclusive Licenses granted to Agere Subsidiaries
3.11 Exclusive Licenses granted to Lucent Subsidiaries
3.12 Covenant Not to Sue under Certain Conditions
ARTICLE IV -- ASSIGNMENT OF RESTRICTED JOINT CORPORATE TECHNOLOGY
4.1 Assignment
4.2 Exception to Restriction
4.3 Access to Restricted Joint Corporate Technology
ARTICLE V - RIGHTS RELATED TO PRODUCTS SOURCED BY LUCENT FROM AGERE
5.1 Definitions
i
{PAGE} 3
5.2 Resolution Process
5.3 Manufacturing Rights
5.4 Trigger Events
ARTICLE VI -- MEMS PATENTS AND SPECIALTY PATENTS
6.1 Assignment of Joint MEMS Patents and Joint Specialty Patents.
6.2 License of Licensed MEMS Patents and Licensed Specialty Patents.
6.3 Patent prosecution and maintenance of Joint MEMS Patents, Joint
Specialty Patents, Licensed MEMS Patents and Licensed Specialty
Patents.
6.4 Licensing of Joint MEMS Patents and Joint Specialty Patents and
Sublicensing of Licensed MEMS Patents and Licensed Specialty Patents
to Third Parties.
6.5 Enforcement of MEMS Patents and Specialty Patents.
ARTICLE VII -- VALUE OF RIGHTS EXCHANGED
ARTICLE VIII -- TERMINATION
8.1 Voluntary Termination
8.2 Survival
8.3 Change of Control of, or Certain Acquisitions by Agere
8.4 Material Breach
ARTICLE IX -- MISCELLANEOUS PROVISIONS
9.1 Agreement Prevails
9.2 Nothing Construed
9.3 Disclaimer
9.4 Confidentiality
9.5 Counterparts; Entire Agreement; Corporate Power
9.6 Governing Law
9.7 Assignability; Successors.
9.8 Third Party Beneficiaries
9.9 Notices
9.10 Severability
9.11 Force Majeure
9.12 Publicity
9.13 Headings
9.14 Waivers of Default
9.15 Specific Performance
ii
{PAGE} 4
9.16 Amendments
9.17 Interpretation
iii
{PAGE} 5
EXHIBITS
Exhibit A -- Licensed Agere Technology
Exhibit B -- Agere Developments and Product Realization Technology
Exhibit C -- Licensed Corporate Technology
Exhibit D -- Licensed Lucent Technology
Exhibit E -- Lucent Developments and Product Realization Technology
Exhibit F -- Restricted Joint Corporate Technology
Exhibit G -- Agere Restricted Joint Corporate Technology
Exhibit H -- Lucent Restricted Joint Corporate Technology
Exhibit I -- Designated Defensive Patents
Exhibit J -- Joint MEMS Patents
Exhibit K -- Joint Specialty Patents
i
{PAGE} 6
SCHEDULES
Schedule 3.10-1 Patents licensed by Lucent Technologies Guardian I Corp. to
Agere Guardian Corp.
Schedule 3.10-2 Patents licensed by Lucent Technologies Optical Networking
Guardian Corp. to Agere Guardian Corp.
Schedule 3.10-3 Patents licensed by Lucent Technologies Wireless Guardian
Corp. to Agere Guardian Corp.
Schedule 3.10-4 Patents licensed by Lucent Technologies Guardian I Corp. to
Agere Optoelectronics Guardian Corp.
Schedule 3.10-5 Patents licensed by Lucent Technologies Fiber Guardian
Corp. to Agere Optoelectronics Guardian Corp.
Schedule 3.10-6 Patents licensed by Lucent Technologies Optical Networking
Guardian Corp. to Agere Optoelectronics Guardian Corp.
Schedule 3.11-1 Patents licensed by Agere Guardian Corp. to Lucent
Technologies Guardian I Corp.
Schedule 3.11-2 Patents licensed by Agere Guardian Corp. to Lucent
Technologies Optical Networking Guardian Corp.
Schedule 3.11-3 Patents licensed by Agere Guardian Corp. to Lucent
Technologies Wireless Guardian Corp.
Schedule 3.11-4 Patents licensed by Agere Optoelectronics Guardian Corp. to
Lucent Technologies Guardian I Corp.
Schedule 3.11-5 Patents licensed by Agere Optoelectronics Guardian Corp. to
Lucent Technologies Fiber Guardian Corp.
Schedule 3.11-6 Patents licensed by Agere Optoelectronics Guardian Corp. to
Lucent Technologies Optical Networking Guardian Corp.
Schedule 6.2-1 MEMS patents licensed by Lucent Technologies Optical
Networking Guardian Corp. to Agere Optoelectronics Guardian
Corp.
Schedule 6.2-2 MEMS patents licensed by Lucent Technologies Fiber Guardian
Corp. to Agere Optoelectronics Guardian Corp.
Schedule 6.2-3 MEMS patents licensed by Lucent Technologies Guardian I
Corp. to Agere Optoelectronics Guardian Corp.
ii
{PAGE} 7
Schedule 6.2-4 MEMS patents licensed by Agere Guardian Corp. to Lucent
Technologies Guardian I Corp.
Schedule 6.2-5 Specialty patents licensed by Agere Guardian Corp. to
Lucent Technologies Guardian I Corp.
Schedule 6.2-6 Specialty patents licensed by Agere Optoelectronics
Guardian Corp. to Lucent Technologies Guardian I Corp.
iii
{PAGE} 8
PATENT AND TECHNOLOGY LICENSE AGREEMENT
THIS PATENT AND TECHNOLOGY LICENSE AGREEMENT (this "Agreement"), effective
as of February 1, 2001 (the "Effective Date"), is by and among Lucent
Technologies Inc., a Delaware corporation, with offices at 600 Mountain Avenue,
Murray Hill, New Jersey 07974 ("Lucent"), Lucent Technologies GRL Corporation, a
Delaware corporation, having an office at Suite 105, 14645 N.W. 77th Avenue,
Miami Lakes, Florida 33014 ("GRL"), Lucent Technologies Guardian I Corp., a
Delaware corporation having an office at Suite 105, 14645 N.W. 77th Avenue,
Miami Lakes, Florida 33014 ("Lucent Guardian"), Lucent Technologies Optical
Networking Guardian Corp., a Delaware corporation having an office at Suite 105,
14645 N.W. 77th Avenue, Miami Lakes, Florida 33014 ("Lucent Optical Networking
Guardian"), Lucent Technologies Wireless Guardian Corp., a Delaware corporation
having an office at Suite 105, 14645 N.W. 77th Avenue, Miami Lakes, Florida
33014 ("Lucent Wireless Guardian"), Lucent Technologies Fiber Guardian Corp., a
Delaware corporation having an office at Suite 105, 14645 N.W. 77th Avenue,
Miami Lakes, Florida 33014 ("Lucent Fiber Guardian"), Agere Systems Inc., a
Delaware corporation, with offices at 555 Union Boulevard, Allentown, PA 18109
("Agere"), Agere Systems Guardian Corp., a Delaware corporation, with offices at
Suite 105, 14645 N.W. 77th Avenue, Miami Lakes, Florida 33014, United States of
America ("Agere Guardian"), and Agere Systems Optoelectronics Guardian Corp., a
Delaware corporation, with offices at Suite 105, 14645 N.W. 77th Avenue, Miami
Lakes, Florida 33014, United States of America ("Agere Optoelectronics
Guardian").
RECITALS
A. WHEREAS, the Board of Directors of Lucent has determined that
it is in the best interests of Lucent and its stockholders to separate
Lucent's existing businesses into two independent businesses;
B. WHEREAS, Agere and certain Agere Subsidiaries desire to receive and
Lucent and certain Lucent Subsidiaries are willing to grant to Agere and such
Agere Subsidiaries certain rights to use patents and technology retained and
owned by Lucent and such Lucent Subsidiaries on or after the Effective Date; and
C. WHEREAS, Lucent and certain Lucent Subsidiaries desire to receive and
Agere and certain Agere Subsidiaries are willing to grant to Lucent and such
Lucent Subsidiaries certain rights to use patents and technology which are owned
by Agere and such Agere Subsidiaries on or after the Effective Date.
NOW, THEREFORE, in consideration of the promises herein and for
other good and valid consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties, intending to be legally bound, agree as
follows:
{PAGE} 9
ARTICLE I
DEFINITIONS
For the purposes of this Agreement, in addition to the words and phrases
that are defined throughout the body of this Agreement, the following words and
phrases shall have the following meanings:
AGERE BUSINESS shall have the meaning set forth in the Separation and
Distribution Agreement.
AGERE DEVELOPMENTS AND PRODUCT REALIZATION TECHNOLOGY means any and all
portions of Agere Technology listed in the attached Exhibit B.
AGERE GUARDIAN'S PATENTS means every patent including any reissues or
reexaminations thereof (an including utility models but excluding design patents
and design registrations) issued in any country of the world, which is owned or
controlled by Agere Guardian or any of its Related Companies and issued on, or
claiming priority from, an application filed in any country of the world prior
to February 1, 2003, with respect to which and to the extent that Agere Guardian
or any of its Related Companies has a right, as of the Effective Date or
thereafter, to grant the licenses granted herein. It is understood and agreed
that Agere Guardian's Patents are intended to include all patents assigned to
Agere Guardian or Agere Optoelectronics Guardian by assignment from Lucent
Technologies Inc. dated January 30, 2001.
AGERE RESTRICTED JOINT CORPORATE TECHNOLOGY means the technology listed on
Exhibit G.
AGERE TECHNOLOGY means any and all portions of Corporation Technology
existing as of the Effective Date which were developed by or for, or purchased
by the Agere Business. The term includes Licensed Agere Technology, and Agere
Developments and Product Realization Technology, but shall not include Lucent
Technology, Common Support Function Software or Corporate Technology.
CHANGE OF CONTROL of any Person means any of the following: (a) the
consummation of a merger, consolidation, or similar business combination
involving such Person and the securities of such Person that are outstanding
immediately prior to such transaction and which represent 100% of the combined
voting power of the then outstanding voting securities of such Person entitled
to vote generally in the election of directors ("Voting Securities") are changed
into or exchanged for cash, securities or property, unless pursuant to such
transaction such securities are changed into or exchanged for, in addition to
any other consideration, securities of the surviving Person or transferee that
represent immediately after such transaction, at least a majority of the
combined voting power of the Voting Securities of the surviving Person or
transferee; (b) a sale or other disposition of all or substantially all of the
assets of such Person; (c)
142412
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Agere Systems
As referenced in this Patent and Technology License Agreement:
AGERE SYSTEMS – GRL CORP.
LUCENT TECHNOLOGIES GUARDIAN I CORP.
LUCENT TECHNOLOGIES OPTICAL NETWORKING GUARDIAN CORP.
LUCENT TECHNOLOGIES WIRELESS GUARDIAN CORP.
LUCENT TECHNOLOGIES FIBER GUARDIAN CORP.
AGERE SYSTEMS INC.
AGERE SYSTEMS GUARDIAN CORP.
and
AGERE SYSTEMS OPTOELECTRONICS GUARDIAN CORP.
Dated as of February 1, 2001
{PAGE} 2
PATENT AND TECHNOLOGY LICENSE
_____________
AGERE SYSTEMS – TECHNOLOGIES GUARDIAN I CORP.
LUCENT TECHNOLOGIES OPTICAL NETWORKING GUARDIAN CORP.
LUCENT TECHNOLOGIES WIRELESS GUARDIAN CORP.
LUCENT TECHNOLOGIES FIBER GUARDIAN CORP.
AGERE SYSTEMS INC.
AGERE SYSTEMS GUARDIAN CORP.
and
AGERE SYSTEMS OPTOELECTRONICS GUARDIAN CORP.
Dated as of February 1, 2001
{PAGE} 2
PATENT AND TECHNOLOGY LICENSE AGREEMENT
Table of
_____________
AGERE SYSTEMS – TECHNOLOGIES OPTICAL NETWORKING GUARDIAN CORP.
LUCENT TECHNOLOGIES WIRELESS GUARDIAN CORP.
LUCENT TECHNOLOGIES FIBER GUARDIAN CORP.
AGERE SYSTEMS INC.
AGERE SYSTEMS GUARDIAN CORP.
and
AGERE SYSTEMS OPTOELECTRONICS GUARDIAN CORP.
Dated as of February 1, 2001
{PAGE} 2
PATENT AND TECHNOLOGY LICENSE AGREEMENT
Table of Contents
ARTICLE I -- DEFINITIONS
ARTICLE
_____________
Agere Systems – Guardian Corp., a
Delaware corporation having an office at Suite 105, 14645 N.W. 77th Avenue,
Miami Lakes, Florida 33014 ("Lucent Fiber Guardian"), Agere Systems Inc., a
Delaware corporation, with offices at 555 Union Boulevard, Allentown, PA 18109
("Agere"), Agere Systems Guardian Corp., a Delaware corporation, with offices
_____________
Agere Systems – Miami Lakes, Florida 33014 ("Lucent Fiber Guardian"), Agere Systems Inc., a
Delaware corporation, with offices at 555 Union Boulevard, Allentown, PA 18109
("Agere"), Agere Systems Guardian Corp., a Delaware corporation, with offices at
Suite 105, 14645 N.W. 77th Avenue, Miami Lakes, Florida 33014, United States of
America ("
_____________
dt 220170
;
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