Master Development and License Agreement – NeoMagic Corp. and Synapse Design Automation, Inc.

MASTER DEVELOPMENT AND LICENSE AGREEMENT

THIS MASTER DEVELOPMENT AND LICENSE AGREEMENT (this
“Agreement“) is entered into and effective as of May 5, 2010
(the “Effective Date“), by and between NeoMagic
Corporation, a Delaware corporation, (“NeoMagic“) and
Synapse Design Automation, Inc., a Delaware corporation
(“Synapse“).

BACKGROUND

A. Synapse is in the business of developing semiconductor products and
providing related services.

B. NeoMagic wishes to engage Synapse to develop a USB 3.0 transceiver which
will be jointly owned by the Parties under the terms and conditions of this
Agreement.

AGREEMENT

The Parties agree as follows:

1. DEFINITIONS

1.1 “Acceptance” means, with respect to a Deliverable and
the Test Chip, acceptance or deemed acceptance of such item in accordance with
Section 2.5.

1.2 “Acceptance Criteria” means, for each Deliverable or the
Test Chip, the applicable acceptance criteria as set forth in the related
Statement of Work. If a Statement of Work contains no additional acceptance
criteria, the Acceptance Criteria will be that the Deliverable or the Test Chip,
as applicable, conforms to the applicable Specifications.

1.3 “Acceptance Period” means the period of time agreed by
the Parties in connection with developing the related Acceptance Criteria.

1.4 “Confidential Information” means, for a particular
Party, its confidential business or other information which, from the
circumstances surrounding disclosure, should be understood to be confidential or
proprietary information of such Party. Confidential Information will not include
information that (a) is or becomes public knowledge without the fault or action
of the recipient, (b) is received by the recipient from a source other than the
disclosing Party, which source received the information without violation of any
confidentiality restriction and is not under an obligation of non-disclosure
with respect to such information, or (c) is independently developed by the
recipient without violation of any confidentiality or use restriction as
evidenced by written records. For clarity, the USB 3.0 Transceiver IP is not
Confidential Information of either Party, however, disclosure of such technology
is subject to the limits in Section 7.3.

1.5 “Customer Transaction” means a license agreement (which
may also include additional development) pursuant to which Synapse licenses a
version of the USB 3.0 Transceiver IP to a third party.

1.6 “Data Sheet” means, for a particular version of the USB
3.0 Transceiver IP, the document which includes the related Specifications.

1.7 “Deliverables” means, for a particular Statement of
Work, the deliverables set forth therein.

1.8 “Derivative” means a work, know-how, technique, process,
information, invention and the like which is based upon one or more preexisting
works, such as a revision, improvement, alteration, enhancement, new version,
modification, translation, abridgement, correction, condensation, expansion or
any other form of modification or other form.

1.9 “Documentation” means the materials for use with the USB
3.0 Transceiver IP, which may include a user manual, reference manuals, release
notes, application and methodology notes, and Data Sheets.

1.10 “Fees” means, for a particular Statement of Work, those
fees to be paid by NeoMagic to Synapse for the Services and Deliverables
specified therein to be provided by Synapse.

1.11 “Fiscal Quarter” means a fiscal quarter of NeoMagic.

1.12 “Initial Statement of Work” is defined in
Section 2.1.

1.13 “Intellectual Property Rights” means, with respect to
any technology, all related intellectual property rights, including patents,
copyrights, trademarks, trade-names, know-how, trade secrets and all other forms
of intellectual property, irrespective of whether the rights protecting such
property arise under U.S. or international intellectual property laws or unfair
competition or trade secret laws.

1.14 “Joint IP” is defined in Section 3.1.

1.15 “NeoMagic Royalty” is defined in
Section 4.2(b).

1.16 “Party” means each of Synapse and NeoMagic.

1.17 “Schedule” means, for a particular Statement of Work,
the timeline set forth therein which specifies, among others, the target
schedule for the Parties153 performance under such Statement of Work, including
design review and payment schedule.

1.18 “Services” means, for a particular Statement of Work,
the services to be provided by Synapse under such Statement of Work.

1.19 “Specifications” means the logic, functional,
performance and operational aspects of a version of the USB 3.0 Transceiver IP,
as set forth in, attached to, or referenced in, the related Statement of Work.

1.20 “Statement of Work” means a written description of the
services to be performed by Synapse under this Agreement in connection with the
USB 3.0 Transceiver IP, which indicates it is a “Statement of Work” under this
Agreement and, other than the Initial Statement of Work, is executed by both
Parties. Each Statement of Work will contain or reference a full and complete
description of the Services, Specifications, Deliverables, Schedule, Fees,
payment terms and other matters as are agreed by the Parties.

1.21 “SyMagic Transceiver” means an integrated circuit
manufactured by or for NeoMagic using a version of the USB 3.0 Transceiver IP,
or any part thereof.

1.22 “Synapse Royalty” is defined in
Section 4.2(a).

1.23 “Test Chip” means a silicon engineering prototype of
the initial SyMagic Transceiver that is manufactured by or for NeoMagic.

1.24 “Third Party IP” is defined in Section
3.4.

1.25 “USB 3.0 Transceiver IP” means the “USB 3.0 Transceiver
IP,” as further described in the Initial Statement of Work, including (a) all
Derivatives or other modifications or enhancements thereto made pursuant to
additional Statements of Work or in connection with any Customer Transaction and
(b) all related materials and Documentation and all updates thereto.

1.26 “Warranty Period” is defined in Section
5.1.

2. STATEMENTS OF WORK; DELIVERY; ACCEPTANCE

2.1 Statements of Work. The initial Statement of Work under this
Agreement is attached as Exhibit A (the “Initial
Statement of Work“). The Parties may, from time to time agree on
additional Statements of Work related to the USB 3.0 Transceiver IP. Each
Statement of Work will be consecutively numbered. The Initial Statement of Work
and, upon execution thereof, each other Statement of Work, are deemed part of
this Agreement and incorporated herein. If the terms of a Statement of Work
conflict with the other terms of this Agreement, the terms of such Statement of
Work will control with respect to the matters covered thereby.

2.2Performance under Statements of Work. Subject to the terms of this
Agreement, Synapse will (a) perform the Services under each Statement of Work,
and (b) develop, design or make the Deliverables according to the Specifications
set forth in each Statement of Work. Synapse will meet the time Schedule set
forth in each Statement of Work. NeoMagic will cooperate fully with Synapse to
allow Synapseto meet each such Schedule. NeoMagic agrees to perform such duties
and tasks as are specified to be performed by NeoMagic in each Statement of
Work.

2.3 Changes to Statements of Work. Any request for changes to a
Statement of Work by must be delivered to the other Party in writing. If the
request is proposed by NeoMagic, then, following receipt of such a request,
Synapse will submit to NeoMagic an analysis of how the requested changes would
affect such Statement of Work, including the related Schedule and Fees. If
Synapse proposes a change, its proposal to NeoMagic will include such analysis.
If the Parties approve such changes, they will execute a written amendment to
such Statement of Work which reflects such agreed changes prior to work being
initiated based on such changes. Thereafter, such Statement of Work will be
deemed amended and, as such, incorporated into this Agreement.

2.4 Delivery. In addition to any Deliverables specified in a Statement
of Work, Synapse agrees to deliver to NeoMagic on request and in mutually agreed
formats, all design documents, HDL code, scripts, verification reports, spice
netlists, schematics, characterization data, layer mapping files, simulation
models, final design simulation results and other related materials, for each
version of the USB 3.0 Transceiver IP. Synapse also will electronically deliver
to NeoMagic at least one copy of each of the Deliverables under a Statement of
Work. Documentation may be delivered as on-line electronic documentation.

2.5 Acceptance. Within the applicable Acceptance Period for a
Deliverable provided under a Statement of Work (and, with regard to the Initial
Statement of Work, for the Test Chip), NeoMagic will, with assistance from
Synapse test the Deliverable or the Test Chip, as applicable, to determine
conformance with the applicable Acceptance Criteria. If NeoMagic determines that
such item fails to conform to the related Acceptance Criteria, then within the
Acceptance Period, NeoMagic may contact Synapse in writing including providing a
detailed description of the failure. Following receipt of such a notice of
failure, Synapse will revise the affected Deliverable and resubmit such item to
NeoMagic, whereupon the foregoing process will be repeated. If the Test Chip
fails to conform to the related Acceptance Criteria, the Parties will meet to
discuss how to address such failure. If Synapse does not receive such written
notice (including a detailed description of the failures) within the applicable
Acceptance Period, such item will be deemed to have achieved Acceptance and
NeoMagic will be deemed to have accepted the applicable item.

3. IP OWNERSHIP AND LIMITATION ON RIGHTS

3.1 Transfer of Joint IP. Subject to the terms and conditions in this
Agreement and other than Third Party IP, Synapse hereby sells, assigns and
transfers to NeoMagic, and NeoMagic hereby acquires from Synapse, an undivided
joint ownership interest, as tenants in common, in all of Synapse153s right, title
and interest in and to the USB 3.0 Transceiver IP and all related Intellectual
Property Rights, whether in existence on the Effective Date or hereafter
created, including Derivatives thereof created under a Statement of Work or in
connection with a Customer Transaction (collectively, the “Joint
IP“).

3.2 Joint Ownership. NeoMagic and Synapse further agree as follows:

(a) Undivided Interest. Synapse and NeoMagic shall jointly own equal
undivided interests, as equal tenants in common, in all worldwide right, title
and interest in and to the Joint IP. Subject to the limitations in this
Section 3 and Section 9.1, each party shall
have the right to freely and separately use, exploit, maintain, license, sell,
assign, transfer and enforce its rights in and to the Joint IP, with no royalty
payment or accounting to the other Party in connection with the Joint IP, other
than as provided in Section 4.

(b) Filings, Cooperation, Etc. The Parties153 joint ownership
of the Joint IP will be appropriately indicated in (i) all applications or other
governmental filings made concerning the Joint IP, and (ii) all proprietary
rights notices placed on any product consisting of, or incorporating, all or any
portion of the Joint IP. Synapse and NeoMagic will reasonably cooperate with the
other Party with respect to providing information and preparing and filing any
documents necessary, including patent applications, to secure their rights with
respect to Joint IP. Each Party shall notify the other in advance of any
proposed filing of documents, including patent applications and copyright
registrations, with respect to the Joint IP. If one Party elects not to seek or
secure such rights in Joint IP in any particular country or not to share equally
in the expense thereof, the other Party will have the right to seek and maintain
such protection at its own expense and shall have primary control over the
prosecution and maintenance thereof, even though title to any Intellectual
Property Rights arising from the Joint IP will be joint (as equal tenants in
common as above described). Any Party filing or receiving documents related to
the prosecution or issuance of any Intellectual Property Rights arising from the
Joint IP will provide copies of such documents to the other Party promptly after
filing or receipt. Each Party has the right, but not the obligation, to
participate in the prosecution or issuance of any Intellectual Property Right
related to the Joint IP.

(c) Enforcement of Rights. The Parties agree that they will cooperate
with each other to the extent reasonably possible to enforce the Intellectual
Property Rights in the Joint IP against third party infringers. In the absence
of a written agreement to the contrary, the rewards of any infringement claim
against a third party to the extent relating to Joint IP, shall be allocated and
paid as follows: first to reimburse the Party or Parties for the costs paid to
pursue such infringement claim involving the Joint IP, and after all such costs
are reimbursed or paid, any balance shall be paid to the Parties in proportion
to the amount of costs of such claim involving the Joint IP paid by such Party.

3.3 Exclusion of NeoMagic Developed Technology. Nothing in this
Agreement is intended to constitute an assignment by NeoMagic to Synapse of any
technology or other Intellectual Property Right, regardless of whether it
complements, or is a Derivative of, the Joint IP or whether it was created prior
to or after the Effective Date. NeoMagic is free to modify, update, exploit and
create Derivatives of the Joint IP, including the SyMagic Transceiver, without
any obligation to provide, disclose or license any such modifications, updates
or Derivatives to Synapse. In addition, as between the Parties, NeoMagic has
exclusive rights in the “SyMagic” trademark.

3.4 Third Party IP License. Prior to including in the USB 3.0
Transceiver IP, technology or other intellectual property not owned by Synapse
(“Third Party IP“), Synapse will so notify NeoMagic in writing.
With respect to any Third Party IP (and all related Intellectual Property
Rights) included in the USB 3.0 Transceiver IP, Synapse hereby grants to
NeoMagic a perpetual, irrevocable, royalty-free, non-exclusive, world-wide
license (with a right to sublicense) to use, reproduce, modify, create
Derivatives of, distribute, disclose, perform and display in source and binary
form, such Third Party IP and related Intellectual Property Rights, including
the right to use, make, have made, offer to sell, sell, have sold and import
products, including the SyMagic Transceiver. Synapse hereby confirms that any
license fees associated with such Third Party IP or related Intellectual
Property Rights will be at Synapse153s expense.

3.5 Limitation on Rights. Notwithstanding the joint ownership of the
Joint IP as well as the license granted to NeoMagic in the Third Party IP, the
Parties agree as follows:

(a) Synapse may only market and license the USB 3.0 Transceiver IP as an
embedded IP core, such as part of a “system on a chip” (SoC), a chipset or a
chip containing other material functionality. For clarity, Synapse may not
license all or any part of the USB 3.0 Transceiver IP, or related Intellectual
Property Rights, for inclusion in a standalone USB 3.0 transceiver chip nor may
Synapse itself manufacture or distribute such a chip using all or any part of
the USB 3.0 Transceiver IP.

(b) NeoMagic may use the USB 3.0 Transceiver IP and related Intellectual
Property Rights to manufacture SyMagic Transceivers. Other than in connection
with the design, modification, manufacture, distribution and use of SyMagic
Transceivers, NeoMagic may not sublicense the USB 3.0 Transceiver IP.

3.6 Additional Documents. Each Party covenants on behalf of itself,
and its successors and assigns, to promptly execute, with acknowledgment and
affidavit, if required, and deliver any and all documents and writings which the
other Party may reasonably request in order to evidence, perform or effectuate
the transfer of ownership, protection of Intellectual Property Rights, licenses
and other provisions and transactions contemplated hereby, including the
assignment to NeoMagic of the Joint IP hereafter created.

4. FEES; ROYALTIES; PAYMENT TERMS; TAXES

4.1 Fees. NeoMagic agrees to pay to Synapse the Fees set forth in, and
in accordance with the payment terms in, each Statement of Work, provided
that Synapse has submitted an invoice to NeoMagic for such amount. Unless
otherwise specified in the related Statement of Work, NeoMagic agrees to pay all
such Fees within 30 days of its receipt of the related invoice. Other than the
NeoMagic Royalties, the applicable Fees constitute the entire amount payable by
NeoMagic for the Services under the related Statement of Work. The Fees payable
under the Initial Statement of Work total $1,000,000. Synapse acknowledges and
agrees that other than the applicable Fees and the NeoMagic Royalties, Synapse
is responsible for providing at its own expense all services, personnel,
equipment, licenses and other supplies required to perform such Services.

4.2 Royalty Obligations.

(a) Synapse Royalties. Within 30 days after the end of each calendar
quarter, Synapse agrees to pay NeoMagic a royalty (the “Synapse
Royalty“) equal to the percentage specified in Exhibit
B of the gross licensing fees, royalties and other amounts received by
Synapse (or its affiliates) from selling, licensing or otherwise exploiting the
USB 3.0 Transceiver IP during the immediately preceding Fiscal Quarter. On
transactions between Synapse and its affiliates for resale or sublicensing, the
Synapse Royalty shall be paid on the resale or sublicense. Synapse shall bear
all cost of sales for the USB 3.0 Transceiver IP.

(b) NeoMagic Royalties. Within 30 days after the end of each Fiscal
Quarter, NeoMagic agrees to pay Synapse a royalty (the
“NeoMagic Royalty“) equal to the percentage
specified in Exhibit B of the Profit (defined in
Exhibit B) from sales of the SyMagic Transceivers. On
transactions between NeoMagic and its affiliates for resale, the NeoMagic
Royalty shall be paid on the resale.

(c) Royalty Adjustments. If, in connection with a Customer
Transaction, the USB 3.0 Transceiver IP licensee pays the development costs for
changes to such intellectual property, then the Synapse Royalty and NeoMagic
Royalty percentages will not be affected. However, if the development costs for
such changes are not paid by such licensee, then the Synapse Royalty and
NeoMagic Royalty percentages may be adjusted, if and as agreed by the Parties
(based, at least in part, on the portion of the development costs paid by each
Party). If the Parties are unable to agree on such adjustments within 30 days of
commencing such discussions, then either Party may submit to an arbitrator, in
accordance with Section 9.5, a request that such arbitrator
specify the terms of such adjustments; provided that such arbitrator may
not impose on NeoMagic an obligation to pay any such development costs. The
Parties may agree that each will submit to the arbitrator proposed adjustments
from which the arbitrator shall select one (aka “baseball arbitration”) or the
Parties may select an alternate means of resolving such dispute through such
arbitration process. In addition to the above, the Parties shall meet to discuss
adjustments to the NeoMagic Royalty percentage no later than 3 years after the
Effective Date.

4.3 Combination Sales. Even if the USB 3.0 Transceiver IP or SyMagic
Transceivers, as applicable, are sold or licensed by Synapse or NeoMagic,
respectively, in combination with one or more other products or services, the
Synapse Royalty and NeoMagic Royalty will be payable only on the portion of such
combined price attributable to the USB 3.0 Transceiver IP or SyMagic
Transceivers, as applicable. Such portion will be determined in good faith by
the Parties.

4.4 Non-Cash Consideration. Any item of value in lieu of a cash
payment in consideration of the USB 3.0 Transceiver IP licenses or SyMagic
Transceivers, as applicable, will be valued, for purposes of calculating the
royalties payable to hereunder, at the fair market value of such compensation
(as reasonably determined by the Parties) and will be considered received by the
receiving Party as of the date such consideration is granted. If the Parties
fail to agree on the fair market value of such consideration, then Synapse or
NeoMagic, as appropriate, may not enter into the transaction giving rise to such
non-cash payment.

4.5 Statements. Synapse and NeoMagic shall furnish the other Party,
within 30 days of the end of each Fiscal Quarter during the term of this
Agreement in which amounts are payable hereunder a full, complete and accurate
statement detailing the calculation of the Synapse Royalties and NeoMagic
Royalties, as applicable, for the preceding Fiscal Quarter.

4.6 Inspection and Audit Rights. Each Party shall have the right once
during each calendar year and upon at least 30 days153 prior notice, to have
independent auditors reasonably acceptable to the other Party inspect or audit
such other Party153s books and records relating to the calculation of the Synapse
Royalty or NeoMagic Royalty, as applicable, in order to verify the amounts paid
hereunder. The Party requesting an inspection or audit shall provide at least 30
days153 prior notice to the other of such inspection or audit. The auditors must
execute in favor of the audited Party a nondisclosure agreement relating to the
information disclosed in the inspection or audit. The audited Party shall fully
cooperate with the auditors in conducting such inspections or audits and shall
permit the auditors to review the books and records that are reasonably
appropriate and necessary to perform the inspection or audit. The cost of an
inspection or audit shall be at the expense of the requesting Party;
provided, however, if any inspection or audit reveals an
underpayment of more than 10% of the amounts paid for the period audited, then
the underpaying Party will reimburse the auditing Party for the auditor153s fees
for such inspection or audit. The auditor shall disclose to the audited Party
the basis for any conclusions reached by the auditor. Generally, the auditor may
only disclose to the requesting Party whether or not there was, and the amount
of, any discrepancy in the amounts paid to such Party. However, if the audited
Party disputes that there was a discrepancy in the payments to the other Party,
then the auditor may disclose to the requesting Party such information as is
necessary for the requesting Party to justify the conclusions of the auditor.
Unless disputed by a Party, the applicable Party will pay any shortfall or
overpayment within 30 days after receiving notice of such discrepancy.

4.7 Currency; Overdue Interest. All payments hereunder shall be made
in immediately available funds in United States dollars. All amounts due
hereunder which are not paid when due shall accrue interest from the date due
until paid at the per annum rate of 10% or the maximum rate permitted by
applicable law, whichever is less.

4.8 Taxes; Employees.

(a) Taxes Generally. Each party is responsible for the payment of all
sales, use, value added, property, transfer, excise and other taxes and all
export, import duties and other governmental charges imposed on it in connection
with this Agreement by any national, federal, state, provincial, regional, local
or special purpose governmental authority.

(b) Employee Liability. Without limiting the foregoing, Synapse
understands and agrees that NeoMagic is not responsible for any employer taxes
or expenses of any sort relating to Synapse153s employees or any other person
performing the Services hereunder, including all state and federal payroll taxes
and worker153s compensation coverage. Synapse agrees that as between the Parties,
Synapse153s employees and subcontractors are under its control and are not
entitled to any benefits of employment provided by NeoMagic to its employees.
Synapse agrees to indemnify and hold NeoMagic harmless from all losses, damages,
costs and expenses, including penalties, interest and reasonable attorneys153
fees, in connection with any obligation imposed on NeoMagic resulting from any
employee or subcontractor of Synapse being determined to be otherwise entitled
to the benefits of employment provided by NeoMagic to its respective employees.

5. PERFORMANCE WARRANTY

5.1 Services and Performance Warranty. Synapse warrants that the
Services will be performed in a workmanlike manner, in conformity with the
professional standards for comparable services in the industry. If the foregoing
warranty is breached, Synapse shall immediately reperform the deficient Services
and correct the breach at no additional cost to NeoMagic or, at NeoMagic153s
option, refund the amounts paid for such Services. Synapse also warrants to
NeoMagic with respect to each version of the USB 3.0 Transceiver IP for a period
of 1 year from the delivery by Synapse to NeoMagic of the GDSII stream files of
such version (the “Warranty Period“), that such version of the
USB 3.0 Transceiver IP will conform to the applicable Specifications. If within
the applicable Warranty Period NeoMagic informs Synapse of the breach of the
foregoing warranty, Synapse agrees to modify or replace the affected version of
the USB 3.0 Transceiver IP so that it conforms to such warranty.

5.2 Warranty Limitations and Exclusions. Without limiting the
generality of the foregoing, Synapse153s warranty does not cover and no warranty
is made with respect to failures caused by alterations or repairs made by
NeoMagic. Except for the express warranties stated in this Agreement,
Synapse makes no other representations or warranties express, implied, statutory
or otherwise regarding the USB 3.0 Transceiver IP. Synapse expressly disclaims
all implied warranties of merchantability and fitness for a particular purpose
and noninfringement of intellectual property rights with regard to the USB 3.0
Transceiver IP.

6. INDEMNITY

6.1 Warranty and Indemnity by Synapse. Synapse hereby represents and
warrants that each version of the USB 3.0 Transceiver IP and the use and
distribution thereof, does not infringe any third party Intellectual Property
Right. Synapse agrees, at its own expense, to defend, indemnify and hold
NeoMagic and its officers, directors, employees, licensees, customers and
distributors (each an “Indemnified Party“) harmless from any
claim or action (a “Claim“) brought against such Indemnified
Party to the extent (a) it is based on a claim that a version of the USB 3.0
Transceiver IP, including as incorporated into a SyMagic Transceiver, infringes,
violates or misappropriates any patent, copyright, trade secret or other
Intellectual Property Right of a third party, (b) arising from or related to an
assertion that Synapse has violated the terms of any agreement under a Customer
Transaction, or (c) arising from or related to: any act or omission of Synapse,
its employees, agents, or subcontractors; the performance of this Agreement; the
presence of Synapse or its personnel on NeoMagic premises or the driving of
NeoMagic153s motor vehicles. The defense fees and costs relating thereto will be
paid by Synapse as incurred. NeoMagic agrees to provide Synapse with: (i) prompt
written notification of such Claim; (ii) sole control and authority over the
defense or settlement thereof (but subject to NeoMagic153s approval); and (iii)
reasonably available information and assistance in connection with such Claim,
at Synapse153s expense.

6.2 Limited Remedies. If a version of the USB 3.0 Transceiver IP
becomes, or in the opinion of Synapse is likely to become, the subject of an
infringement Claim, Synapse shall either (a) procure, at no cost to NeoMagic,
the right to continue using such version of the USB 3.0 Transceiver IP or (b)
replace or modify such version with a functionally equivalent product that is
non-infringing.

6.3 Exceptions. Synapse will have no liability under this
Section 6 for any Claim to the extent (a) a Claim of
infringement relates to modifications of the USB 3.0 Transceiver IP, or portions
thereof, made NeoMagic or its representatives or (b) attributable to the sole
negligence of NeoMagic.

7. CONFIDENTIALITY

7.1 Generally. Synapse and NeoMagic will not reveal to any other party
(except as permitted below) or use (except as contemplated by this Agreement),
any Confidential Information of the other Party. Without limiting the foregoing,
each Party agrees to use at least the same standard of care to protect the other
Party153s Confidential Information from disclosure as such Party uses to protect
its own information of like importance, but in any event not less than a
reasonable degree of care. Without limiting the foregoing, each Party agrees to
only disclose the Confidential Information of the other Party to its employees
and subcontractors with a need to know such information in connection with such
Party performing its obligations or exercising its rights under this Agreement
and which employees and subcontractors are subject to confidentiality
obligations regarding such Confidential Information at least as protective as
this Section 7.1. This Section will not prohibit disclosure of
Confidential Information pursuant to the order or requirement of a court,
administrative agency, or other governmental body or in connection with the
enforcement of this Agreement; provided, however, that the
receiving Party will provide prompt notice thereof to enable the disclosing
Party to seek a protective order or otherwise prevent such disclosure.

7.2 Independent Development. Each Party understands that the other
Party may currently or in the future be developing information internally
without the use of the other Party153s Confidential Information, or receiving
information from third parties that may be similar to the Confidential
Information of the other Party. Accordingly, nothing in this Agreement will be
construed as a representation or inference that either Party will not develop
products, or have products developed for it, or enter into joint ventures,
alliances, or licensing arrangements that, without violation of this Agreement,
compete with the products or systems embodying the Confidential Information of
the other Party.

7.3 USB 3.0 Transceiver IP. Each Party agrees to keep confidential and
not to disclose confidential or proprietary information regarding USB 3.0
Transceiver IP to any third party, other than (a) in connection with any
transaction permitted pursuant to this Agreement, provided that such
disclosure shall be limited to the minimum amount of information needed to be
provided and shall be subject to confidentiality obligations regarding such
information at least as protective as Section 7.1, (b) in
confidence to its affiliates, actual or potential investors, banks, lawyers,
accountants and other professional advisors, (c) in connection with the
enforcement of its rights under this Agreement, (d) as may be required by law,
and (e) in confidence in connection with a merger or acquisition or a proposed
merger or acquisition.

7.4 Terms of this Agreement. Each party agrees to keep confidential
and not to disclose the terms and conditions of this Agreement to any third
party other than (a) in confidence to its affiliates, actual or potential
investors, banks, lawyers, accountants and other professional advisors, (b) in
connection with the enforcement of its rights under this Agreement, (c) as may
be required by law, including in connection with the requirements of a public
offering or securities filing, and (d) in confidence in connection with a merger
or acquisition or a proposed merger or acquisition.

8. TERM AND TERMINATION

8.1 Term. The term of this Agreement commences on the Effective Date
and is terminated as provided below. Each Statement of Work commences on its
date of execution and ends upon completion of the Services thereunder, unless
sooner terminated as provided in this Agreement or such Statement of Work.

8.2 Termination Due to Breach; Insolvency.

(a) Breach. Either Party may terminate any or all Statements of Work
and this Agreement if the other Party materially breaches this Agreement and
such breach has not been cured within 30 business days after receipt of written
notice of such default.

(b) Insolvency. A Party may terminate any or all Statements of Work
and this Agreement if the other Party (i) becomes insolvent; (ii) makes an
assignment for the benefit of its creditors; (iii) files or has filed against it
a petition in bankruptcy or seeking a re-organization; (iv) has a receiver
appointed; or (iv) institutes any proceedings for liquidation or winding-up.

8.3 NeoMagic153s Termination for Convenience. NeoMagic may terminate any
Statement of Work without cause at any time.

8.4 Effect of Termination.

(a) Initial Statement of Work. If NeoMagic terminates the Initial
Statement of Work under Section 8.3 prior to delivery of the
GDSII Deliverable thereunder, NeoMagic will be obligated to pay 50% of the
Services costs, if any, not covered by previous installments, provided
that such portion will not exceed the next scheduled installment payment amount.

(b) Survival of Obligations. Unless terminated as set forth above, the
Statements of Work in effect on the effective date of termination of this
Agreement shall survive and continue until completion of such Statements of Work
or their earlier termination, and the applicable provisions of this Agreement
shall continue to apply thereto. The termination or expiration of this Agreement
or any Statement of Work for any reason will terminate the obligations of the
Parties under such document. However, the provisions of Sections 1, 2.4,
3, 4, 5, 6, 7, 8 and 9 and Exhibit B, will remain in
full effect following termination or expiration of this Agreement. Also,
termination or expiration will not affect any accrued payment obligation under
this Agreement or any Statement of Work, nor will it affect either Party153s right
to pursue remedies under this Agreement or such Statement of Work arising prior
to termination or expiration. In addition, upon the termination of a Statement
of Work (with or without termination of this Agreement) each Party shall return
to the other any Confidential Information of the other Party in whatever form
relating to such Statement of Work, to the extent not needed in connection with
any license or other rights which survive such termination. Termination of this
Agreement or a Statement of Work is not an exclusive remedy.

9. GENERAL TERMS

9.1 Insurance.

(a) Required Insurance. Synapse shall procure and maintain in effect
the following policies of insurance covering liability arising from this
Agreement: (i) all insurance coverage153s required by Federal and State law,
including worker153s compensation and employer153s liability all with statutory
minimum limits; (ii) general comprehensive liability insurance, with at least
$1,000,000.00 combined single limit and aggregate, including personal injury or
death of any persons and injury to or destruction of property, including loss of
use resulting therefrom; and (iii) business automobile liability, covering all
owned, non-owned and hired automobiles of Synapse, with a combined single limit
of liability of at least $1,000,000.00 for bodily injury and property damage for
each accident.

(b) Evidence of Insurance and Endorsements. Synapse shall cause its
insurers to issue endorsements naming NeoMagic as additional insured or loss
payee, as appropriate, on all such insurance policies (except for workers153
compensation insurance). Upon execution of this Agreement, Synapse shall provide
NeoMagic with certificates of insurance evidencing such coverage and
endorsements and providing that such coverage is primary and that no such
coverage shall be subject to cancellation or material change without 30 days
prior written notice to NeoMagic. The insurance requirements hereunder shall not
limit or relieve Synapse of its duties, responsibilities or liabilities under
this Agreement. Synapse shall maintain such insurance and endorsements from the
Effective Date until at least 2 years following the termination of this
Agreement.

9.2 Assignment. The rights and obligations of each Party under this
Agreement, including each Statement of Work, will not be capable of being
assigned or delegated without the prior written consent of the other Party for
the first 5 years following the Effective Date. Notwithstanding the foregoing,
either Party may assign and delegate its rights and obligations under this
Agreement to any successor to any of the USB 3.0 Transceiver IP or SyMagic
Transceiver, as applicable, business units, without the prior written consent of
the other Party; provided, that Synapse may not so assign this Agreement
without NeoMagic153s consent prior to achieving the final payment milestone under
the Initial Statement of Work. The Parties also agree that any assignment of the
Joint IP (by either Party) also must include assumption of the related
obligations under this Agreement.

9.3 Notices. All notices given by either Party under this Agreement
will be in writing and may be given via facsimile (with proof of confirmation of
receipt), email (with confirmed receipt) or overnight mail by a nationally
recognized courier, addressed as specified below, as updated by either Party. A
notice so addressed is effective on the date it is received.

	For Synapse:	For NeoMagic:
	Synapse Design Automation, Inc.	NeoMagic Corporation
	150 South Almaden Blvd., Suite #1380	2372-A Qume Drive
	San Jose, California 95113	San Jose, California 95131
	Attn: James J. Hemeon	Attn: Syed Zaidi
	Tel:	Tel:
	Fax:	Fax:
	Email: james@synapse-da.com	Email: szaidi@NeoMagic.com
	With a copy to:	With a copy to:
	Rosheni Fernando (at the same address)	Charlotte Wilson (at the same address)
	Email: clients@synapse-da.com	Email: cwilson@NeoMagic.com

9.4 Governing Law; Jurisdiction and Venue. This Agreement will in all
respects be governed by the laws of the State of California, without reference
to its principles of conflicts of laws. This Agreement will not be governed by
the United Nations Convention of Contracts for the International Sale of Goods,
the application of which is expressly excluded. Subject to Section
9.5, the California state courts of Santa Clara County and federal
courts of the Northern District of California will have exclusive jurisdiction
and venue over any dispute arising out of or relating to this Agreement (other
than to enforce a judgment), and each Party hereby consents to the jurisdiction
and venue of such courts.

9.5 Arbitration. Any dispute or claim arising out of or in connection
with this Agreement or the performance, breach or termination hereof, shall be
finally settled by binding arbitration in accordance with the then-current rules
of JAMS by 1 arbitrator. Such arbitration proceeding shall be held in San Jose,
California. The decision and/or award rendered by the arbitrator shall be
written, final and non-appealable and may be entered in any court of competent
jurisdiction. The costs of any arbitration, including administrative fees and
fees of the arbitrator, shall be shared equally by the Parties, unless otherwise
determined by the arbitrator. The Parties agree that, any provision of
applicable law notwithstanding, they will not request, and the arbitrator shall
have no authority to award, punitive or exemplary damages against any Party. The
arbitrator may grant permanent injunctions or other relief in such dispute or
claim. Notwithstanding the foregoing, without breach of this arbitration
provision, either Party may apply to any court of competent jurisdiction for
temporary injunctive relief or to collect any amounts owed by the other Party
under this Agreement.

9.6 Disclaimer of Consequential Damages. In no event will
either Party be liable for indirect, special, incidental, consequential or
special damages of any nature whatsoever, (including loss of production, profits
or use of facilities, promotional or manufacturing expenses, or overhead, or
injury to reputation), arising out of or in connection with any claim arising
hereunder, even if such Party has been advised of the possibility of such
damages. The limitations in this Section will not apply to breach of,
or liability under, Section 6 or 7.

9.7 Entire Agreement. Both Parties agree that this Agreement,
including each Statement of Work, is the complete and exclusive statement of
agreement between the Parties and supersedes all proposals, oral or written, and
all other communications relating to the subject matter of this Agreement,
including that certain Memorandum of Understanding dated April 9, 2010. Any and
all preprinted terms and conditions appearing on the face and reverse sides, if
any, of a purchase order or quotation will not apply to or become a part of this
Agreement, and will be superseded in their entirety by this Agreement.

9.8 Modifications; Waiver. This Agreement may be modified or amended
only by a written instrument duly signed by authorized representatives of the
Party to be bound thereby. Failure or delay in enforcing any term, provision or
condition of this Agreement by either Party will not operate as a waiver
thereof, and no waiver of any term, provision or condition of this Agreement
will be valid unless in writing and signed by authorized representatives of the
Party to be bound thereby. Any waiver by either Party of any condition, part,
term or provision of this Agreement will not operate or be considered as a
waiver of any other condition, part, term or provision of a waiver of any future
event or circumstance.

9.9 Severability. If any provision of this Agreement is adjudged by
any court of competent jurisdiction to be unenforceable or invalid, that
provision will be limited or eliminated to the minimum extent necessary so that
this Agreement will be enforceable and otherwise remain in full force and
effect.

9.10 Relationship of Parties. The relationship between the Parties is
that of independent contractors. This Agreement does not constitute a
partnership or joint venture between Synapse and NeoMagic. Neither Party is the
representative or agent of the other Party and neither will so hold itself out
publicly or to any third party or incur any liability for the other. The Parties
agree to act in good faith in connection with their performance of this
Agreement and in connection with any consent required hereunder.

9.11 Export\Re-Export. NeoMagic acknowledges that the laws and
regulations of the United States restrict the export and reexport of commodities
and technical data of United States origin, which may include some or all of the
USB 3.0 Transceiver IP. NeoMagic agrees, and will cause each of its transferees
of the SyMagic Transceivers to agree, not to export or re-export such items or
any part thereof, in any form, without obtaining the appropriate United States
and foreign government licenses.

9.12 Other Interpretive Provisions. References in this Agreement to
“Sections” and “Exhibits” are to sections and exhibits herein and hereto unless
otherwise indicated. The words “include” and “including” and words of similar
import when used in this Agreement will not be construed to be limiting or
exclusive. Except as provided in a particular context, the word “or” when used
in this Agreement may mean each as well as all alternatives. Headings in this
Agreement are for convenience of reference only and are not part of the
substance hereof. All terms defined in this Agreement in the singular form will
have comparable meanings when used in the plural form and vice versa.

9.13 Counterparts. This Agreement may be executed in counterparts,
each of which will be deemed an original, but both of which together will
constitute one and the same instrument.

WITNESSETH, the Parties hereto have caused this Agreement to be executed by
their duly authorized representatives on the dates indicated below and to be
effective as of the Effective Date.

NeoMagic Corporation	Synapse Design Automation, Inc.


By: /s/ Syed Zaidi	By: /s/ James J. Hemeon
Name: Syed Zaidi	Name: James J. Hemeon
Title: President and Chief Executive Officer	Title: Sr. Director WW Sales
Date: May 5, 2010	Date: May 5, 2010

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