{"id":42453,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/license-agreement-btr-inc-and-actel-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"license-agreement-btr-inc-and-actel-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/license-agreement-btr-inc-and-actel-corp.html","title":{"rendered":"License Agreement &#8211; BTR Inc. and Actel Corp."},"content":{"rendered":"<pre>\nLICENSE AGREEMENT\n\n\n     This License  Agreement  (the  \"Agreement\")  is entered into as of March 6,\n1995 (the \"Effective Date\") by and between BTR, Inc., a Nevada  Corporation (the\n\"Licensor\"), and Actel Corporation, a California corporation (the \"Licensee\").\n\n                                    Recitals\n\n     (a)  Licensor  has  developed  a  proprietary  architecture  for  FPGAs and\nMultichip  Modules.  (Unless  otherwise  defined in this Agreement,  capitalized\nterms herein are as defined in Exhibit A to this Agreement).\n\n     (b)  Licensee  desires:  (i) to develop such  architecture  for use in such\nFPGAs and Multichip Modules, and (ii) to license such proprietary technology for\nuse in FPGAs and Multichip Modules and in other integrated circuits.\n\n     (c) Licensor is willing to license such proprietary  technology to Licensee\nfor such  development  and use, upon the terms and subject to the conditions set\nforth in this Agreement.\n\n                                    Agreement\n\n     In  consideration  of the  foregoing  and the  covenants  contained in this\nAgreement, the parties agree as follows:\n\n     1.   License.\n\n          1.1  Grant of License.  Licensor  hereby grants to Licensee  under all\n     intellectual property rights of Licensor, now owned or, to the extent it is\n     not  prohibited  from  licensing  such  right,  hereafter  acquired  (a) an\n     exclusive (except as it may subsequently  become  non-exclusive as provided\n     in Section 6 below),  worldwide,  perpetual license to develop,  make, have\n     made, use, offer for sale and sell,  design,  modify and create  derivative\n     works of Licensed Devices,  and (b) a non-exclusive,  worldwide,  perpetual\n     license to develop,  make, have made, use, offer for sale and sell, design,\n     modify and create  derivative  works of Products  (such  licenses  shall be\n     hereinafter referred to, collectively, as the \"License\").\n\n          1.2  Improvements.  If Licensor makes any  Improvements  to any of the\n     Technology,  Licensor shall promptly  thereafter (so long as the License is\n     in effect) provide to Licensee such information, in reasonable detail, with\n     respect to such Improvements as is reasonably  necessary to permit Licensee\n     to incorporate such Improvements in Licensed Devices or Products.\n\n          1.3  Assignment and Sublicensing.  Licensee shall not sell, assign, or\n     transfer any of its rights or obligations  under this Agreement without the\n     prior written consent of Licensor,  except for any such sale, assignment or\n     transfer  that  occurs  as a result  of a Change of  Control  of  Licensee.\n     Licensee  shall  have the  right to grant  one or more  sublicenses  of its\n     rights  under the  License,  other than with  respect  to the  development,\n     making,  use,  offer for sale or sale of any  Emulation\/Simulation  Device;\n     provided,  however, (a) that the sublicensee under each such sublicense, as\n     a condition to the  effectiveness of such  sublicense,  shall agree, in the\n     written agreement  memorializing such sublicense,  to be bound by the terms\n     and  conditions  of  Section 4 of  Exhibit  \"A\" hereto as it relates to the\n     Technology,  and (b)  Licensee  shall  be  obligated  to pay  royalties  to\n     Licensor  with  respect to the sale of any  Licensed  Devices  or  Products\n     permitted  by any  such  sublicense  equal  to the  product  of (i) the Net\n     Receipts  received by the third party which sells such Licensed  Devices or\n     Products to the user thereof,  and (ii) the  applicable  exclusive  royalty\n     rate under this Agreement.  Each such sublicense shall be memorialized in a\n     written agreement with the sublicensee,  a copy of which agreement shall be\n     delivered to Licensor promptly after it becoming effective,  which provides\n     that (x) such  sublicensee has no right to further  sublicense or assign or\n     otherwise  transfer  such  sublicense,  and (y) the pricing of all Licensed\n     Devices and Products  subject to such sublicense  shall be determined on an\n     \"arms' length basis.\"\n\n     2.   Development of Licensed Device.\n\n          2.1  Delivery of Technology.  Promptly  after the Effective  Date, and\n     from  time-to-time  thereafter,  Licensor  shall  deliver to Licensee  such\n     tangible  information  concerning the Technology as Licensee may reasonably\n     require to understand  the  Technology  and implement the Technology in the\n     design  of  Licensed  Devices.  Such  tangible  information  shall  include\n     schematics  of the FPGA  Architecture  and a portion  of the  layout  for a\n     device employing the FPGA Architecture.\n\n          2.2  Development  Activities.  Licensee shall be  responsible  for the\n     development of Licensed  Devices,  and will engage in good faith efforts to\n     develop, manufacture and sell Licensed Devices. Such responsibilities shall\n     include the management and direction of such development  program.  So long\n     as the License with respect to Licensed Devices remains exclusive, Licensor\n     shall use good faith efforts to support such development program.\n\n     3.   Initial Payments for License.\n\n          3.1  Advance Minimum Royalties.  As consideration for the grant of the\n     License,  Licensee  shall  pay to  Licensor  the  following  non-refundable\n     advance minimum royalties from the Effective Date until Tapeout.\n\n                       [CONFIDENTIAL TREATMENT REQUESTED]\n\n               The first of the above-described monthly advance royalty payments\n     shall be made on the Effective Date, and each  subsequent  payment shall be\n     made on the first Business Day of each of the succeeding months.\n\n          3.2  Termination  of Agreement.  At any time,  beginning  three months\n     after the Effective Date and prior to Tapeout,  Licensee may terminate this\n     Agreement,  and its obligation to make the advance minimum royalty payments\n     described  above,  effective 30 days after it gives Licensor written notice\n     of such termination.\n\n     4.   Royalties.\n\n          4.1  Additional  Advance Minimum  Royalties.  As consideration for the\n     grant of the  License,  after  Tapeout (and subject to Section 4.3 hereof),\n     Licensee shall pay Licensor,  as non-refundable  advance minimum royalties,\n     the amount, if any, by which (i) the amount due under Section 4.2 below for\n     each month exceeds (ii) [CONFIDENTIAL  TREATMENT  REQUESTED] beginning with\n     the [CONFIDENTIAL TREATMENT REQUESTED] anniversary of Product Introduction,\n     so long as the License with respect to Licensed Devices is exclusive).  The\n     first of such payments shall be made on the first Business Day of the month\n     immediately  succeeding  the last month  during  which the advance  minimum\n     royalty  payments under Section 3.1 are made, and each  subsequent  payment\n     shall be made on the first Business Day of each of the  succeeding  months.\n     Each of the advance  minimum  royalty  payments  under Section 3.1 above or\n     under this  Section 4.1  (collectively,  the  \"Advance  Payments\")  and the\n     lesser  of (a)  [CONFIDENTIAL  TREATMENT  REQUESTED]  and  (b)  the  direct\n     expenditures of Licensee for the  development of two Product  Families (but\n     no more than [CONFIDENTIAL  TREATMENT  REQUESTED] with respect to the first\n     Product Family and [CONFIDENTIAL  TREATMENT  REQUESTED] with respect to the\n     second  Product  Family)  (collectively,  with the  Advance  Payments,  the\n     \"Recoupable Payments\"), shall be creditable against royalties payable under\n     Section  4.2  below.  Notwithstanding  the  foregoing,  (y)  prior  to  the\n     [CONFIDENTIAL  TREATMENT  REQUESTED]  anniversary of Product  Introduction,\n     Licensee may only credit Recoupable  Payments in an amount not in excess of\n     [CONFIDENTIAL  TREATMENT  REQUESTED] of the royalty  payments,  pursuant to\n     Section 4.2 below, in excess of [CONFIDENTIAL  TREATMENT  REQUESTED] in any\n     quarter,  payable with respect to the applicable  royalty  period,  and (z)\n     subsequent to the [CONFIDENTIAL TREATMENT REQUESTED] anniversary of Product\n     Introduction,  Licensee may only credit [CONFIDENTIAL  TREATMENT REQUESTED]\n     of the  royalty  payments,  pursuant  to Section  4.2  below,  in excess of\n     [CONFIDENTIAL TREATMENT REQUESTED] in any quarter,  payable with respect to\n     the applicable royalty period.\n\n          4.2  Current Royalties.  As partial consideration for the grant of the\n     License,  Licensee  shall  pay to  Licensor  a  royalty  on each  sale of a\n     Licensed  Device or Product by Licensee or any of its  sublicensees  (under\n     clause  (a) of  Section  1.3  above)  in an amount  equal to the  following\n     applicable  percentage (based on whether the License  applicable thereto is\n     exclusive or non-exclusive on the date of sale thereof) of the Net Receipts\n     from the sale of such  Licensed  Device or Product  (the  \"Royalty\").  Each\n     Royalty (a) so long as the  License  with  respect to  Licensed  Devices is\n     exclusive,  shall be paid  quarterly,  within 45 days after the last day of\n     the quarter during which the sale giving rise to such Royalty occurred,  or\n     (b) upon such license becoming non-exclusive, shall be paid monthly, within\n     15 days after the last day of each month,  based on  Licensee's  reasonable\n     estimate  of  the  sales  giving  rise  to a  Royalty  during  such  month.\n     Notwithstanding  the foregoing,  the monthly  royalties payable pursuant to\n     clause (b) above with respect to a successive three month period may not be\n     less than the actual average monthly royalties paid (after  adjustment,  as\n     described below) with respect to the immediately preceding successive three\n     month  period.  Licensee  shall  calculate  the  actual  royalties  payable\n     pursuant to clause (b) above for each successive  three month period during\n     which such Royalties are payable,  and shall pay such  Royalties,  less the\n     estimated Royalties paid with respect to such period, to Licensor within 45\n     days after the end of such period. In the event Licensee overpays Royalties\n     with  respect  to any  period  and gives  Licensor  written  notice of such\n     overpayment,  and a calculation, in reasonable detail, of such overpayment,\n     Licensee shall have the right to credit such overpayment against subsequent\n     payments of Royalties. Each payment of Royalties (after any such crediting)\n     hereunder  shall  be  reduced  by  the  amounts   creditable  against  such\n     Royalties, as provided in Section 4.1 above.\n\n                       [CONFIDENTIAL TREATMENT REQUESTED]\n\n          4.3  Cancellation of Exclusivity.  At any time after the [CONFIDENTIAL\n     TREATMENT REQUESTED]  anniversary of the Effective Date, Licensee may cause\n     the License with respect to Licensed  Devices to become  non-exclusive,  by\n     giving Licensor  written notice of its cancellation of the exclusive nature\n     of such license, 15 months after Licensor's receipt of such written notice.\n     Upon Licensor's receipt of such written notice, the minimum advance monthly\n     royalty  payment  described  in  Sections  4.1 above  shall be  reduced  to\n     [CONFIDENTIAL  TREATMENT  REQUESTED].  After such 15 month  period has run,\n     Licensor shall no longer be obligated to pay any such advance royalties and\n     shall no longer be  entitled  to credit any  Recoupable  Payments  not then\n     credited.\n\n          4.4  Set-Off.  In the event Licensor does not timely pay any amount it\n     is obligated to pay to Licensee under this Agreement and fails to cure such\n     failure within 20 days of receiving written notice,  in reasonable  detail,\n     of such failure, Licensee shall have the right to set-off against such past\n     due amount any royalty  payment it is obligated  to pay to Licensor,  up to\n     the amount of such past due amount.  Notwithstanding any implication to the\n     contrary herein, Licensee's set-off rights shall not permit it to avoid its\n     obligations to pay advance  minimum monthly  royalties  pursuant to Section\n     3.1 and 4.1 above.\n\n          4.5  Deferral.  In the event a Third Party  Claim,  in the form of the\n     filing and  serving  of a  complaint  instituting  a legal  proceeding,  is\n     initiated,  Licensee  shall have the right to defer the payment to Licensor\n     of  Royalties   otherwise  payable  under  Section  4.2  above  after  such\n     initiation (up to the aggregate  damages  claimed in such  complaint,  if a\n     specific amount of damages is claimed in such  complaint)  until such legal\n     proceedings are dismissed,  the defendant(s)  therein is granted a judgment\n     in its favor  (including,  without  limitation,  summary  judgment)  on all\n     claims  therein,  or such legal  proceedings are settled  (collectively,  a\n     \"Terminating Event\"). All such deferred Royalty payments shall be paid into\n     an  escrow  account,  in the  name  of  Licensor  and  Licensee,  at a bank\n     reasonably  acceptable to Licensor and shall be invested in a succession of\n     90-day  certificate  of deposits  until  payable  under this Section 4.5 to\n     Licensor and\/or Licensee.  Upon the occurrence of a Terminating  Event, all\n     funds in such account shall be paid to Licensor within 30 days  thereafter.\n     Licensee shall grant Licensor a first priority perfecting security interest\n     in the funds in such  account,  pursuant to a security  agreement and other\n     required documentation reasonably acceptable to Licensor. Licensee shall be\n     entitled to draw upon the funds in such account to the extent  necessary to\n     reimburse it for any amounts to which it is entitled  under  Section 3.2 of\n     Exhibit \"A\" hereto in connection  with such legal  proceedings  if Licensor\n     fails to pay such amounts within 30 days of receiving a written notice,  in\n     reasonable  detail,  setting  forth the  components,  by dollar  amount and\n     description,  of  such  amounts.  Notwithstanding  any  implication  to the\n     contrary  herein,  Licensee's  deferral rights shall not permit it to avoid\n     its  obligations  to pay  advance  minimum  monthly  royalties  pursuant to\n     Section 3.1 and 4.1 above.\n\n          4.6  Most Favored Nations Pricing. In the event Licensor enters into a\n     written  agreement  to license any of the  Technology  with  respect to any\n     Product pursuant to a grant  substantially the same as the grant in Section\n     1.1(b) above, but with a royalty rate with respect to such Product which is\n     lower than the royalty  rate for  Products  hereunder  during the period of\n     exclusivity  for  Licensed  Devices,  the royalty  rate  hereunder  for any\n     Product sold by Licensee which would be covered by the terms and conditions\n     of such grant (a  \"Comparable  Product\")  shall be decreased to the royalty\n     rate for such Product under such written agreement with respect to sales of\n     such Comparable  Product during the period  commencing with the first month\n     with  respect to which  Licensor  is required to pay a royalty on a sale of\n     such Product and ending with the month immediately  succeeding the month in\n     which the exclusive  License with respect to Licensed  Devices ceases to be\n     in effect.\n\n     5.   Cancellation.  After  Tapeout,  but  prior  to  Product  Introduction,\nLicensee  shall  have the  right to cancel  this  Agreement  by giving  Licensor\nwritten notice,  received by Licensor during such period, of such  cancellation.\nSuch  cancellation  shall be effective three months after Licensor receives such\nwritten notice (the  \"Cancellation  Date\").  In the event Licensee  cancels this\nAgreement in this manner, (a) the License shall terminate, and Licensee (subject\nto Section 8 hereof)  shall have no right to  develop,  manufacture  or sell any\nLicensed  Device  or any  Product  or to use the  FPGA  Architecture  after  the\nCancellation Date, (b) no further Advance Royalties shall be payable by Licensee\nhereunder,  (c) Licensee shall have no right to recover any Recoupable Payments,\nand (d)  Licensor,  as a condition to the  effectiveness  of such  cancellation,\nshall be granted the licenses  described below.  Prior to the Cancellation Date,\nand as a condition to its effectiveness,  Licensee shall provide Licensor with a\nwritten  license  (to become  effective  on the  Cancellation  Date),  in a form\nreasonably  acceptable to Licensor and Licensee,  granting Licensor a perpetual,\nroyalty-free,  worldwide,  non-exclusive  license,  for all  uses  and  purposes\n(except as noted below),  with a right to sublicense,  to the Joint  Technology,\nand Licensee's  object code (for internal use only, with no right to sublicense)\nwith respect to the FPGA Architecture.  Notwithstanding  any termination of this\nAgreement and the License,  the rights and licenses of  Licensee's  sublicensees\nshall  survive,  subject to the  continued  payment by Licensee of the royalties\nspecified in Section 1.3 hereof;  provided,  however,  Licensor shall  cooperate\nwith  Licensee,  at  Licensee's  request,  and  Licensee  shall  cooperate  with\nLicensor,  at Licensor's  request,  to convert any  sublicensee of Licensee to a\ndirect  licensee  of  Licensor  and the terms of  Licensee's  sublicenses  shall\nprovide for such conversion.\n\n     6.   Exclusivity of License.  The License with respect to Licensed  Devices\nshall be exclusive so long as each of the following  conditions  to  exclusivity\nare met by  Licensee.  In the event  any of such  conditions  are not met,  such\nlicense shall become  non-exclusive  at the election of the Licensor,  notice of\nwhich change has been given to Licensee.\n\n          (a)  The following  minimum annual Net Receipts from sales of Licensed\n     Devices and Products must be achieved during each of the 12-month  periods,\n     described  below,  beginning  with the first  day of the month  immediately\n     subsequent to the month in which the [CONFIDENTIAL TREATMENT REQUESTED] and\n     each  subsequent  anniversary of the date of Product  Introduction  occurs;\n     provided, however, in the event any of such minimum annual Net Receipts are\n     not  achieved  during  any  such  12-month  period,   Licensee  may  retain\n     exclusivity with respect to Licensed Devices if it pays Licensor percentage\n     royalties  on the  short-fall  from the amount of such  minimum  annual Net\n     Receipts in such period,  at the  applicable  exclusive rate in Section 4.2\n     above, within 45 days after the end of such period.\n\n                       [CONFIDENTIAL TREATMENT REQUESTED]\n\n          (b)  The minimum advance royalty payments paid pursuant to Section 4.1\n     above (after all  applicable  crediting of  Recoupable  Payments)  shall be\n     [CONFIDENTIAL  TREATMENT  REQUESTED]  per  month  ([CONFIDENTIAL  TREATMENT\n     REQUESTED] per month, beginning with the [CONFIDENTIAL TREATMENT REQUESTED]\n     year after Product Introduction).\n\n     7.   Termination for Breach. Either party shall have the right to terminate\nthis  Agreement in its  entirety in the event of a material  breach by the other\nparty of any of its obligations hereunder.  In the event a party does materially\nbreach  any of its  obligations  hereunder,  the  other  party may  effect  such\ntermination  by giving  the  breaching  party  written  notice of its  intent to\nterminate this Agreement,  which notice shall specify, in reasonable detail, the\nnature of such  breach.  Such  termination  shall  occur 30 days  following  the\neffectiveness of such notice, unless the breaching party cures such breach prior\nto the expiration of such 30-day  period;  provided,  however,  that (a) if such\nbreach is not curable,  such termination  shall occur upon the  effectiveness of\nsuch  notice,  and (b) if such  breach is  curable,  but does not  relate to the\npayment of any sum of money or to Section  1.3  above,  is not  capable of being\ncured within such 30-day period,  and the breaching party commences  engaging in\nall reasonable  efforts to cure it after  receiving such notice and continues to\nengage in such efforts until it is cured,  a termination  of the Agreement  with\nrespect to such breach many not occur unless the  breaching  party fails to cure\nsuch  breach  within  90  days  following  the  effectiveness  of  such  notice.\nNotwithstanding  the foregoing,  in the event  Licensor  gives Licensee  written\nnotice, claiming that Licensee has failed to pay royalties hereunder on products\nsold by Licensee,  and Licensee gives  Licensor  written notice that it does not\nbelieve  that  it is  obligated  to pay  such  royalties  and  the  reasons,  in\nreasonable  detail,  for  such  belief,  within  the  30-day  period  after  the\neffectiveness  of such notice from Licensor,  such dispute shall be submitted to\narbitration  pursuant to Section 7.18 of Exhibit \"A\" hereto.  This Agreement may\nnot be  terminated  during the pendency of such  arbitration  as a result of the\nclaimed breach to be resolved in such arbitration.\n\n     8.   Sell-Off  Period.  Any Licensed Devices  manufactured  pursuant to the\nLicense prior to the  termination  of this Agreement may be sold pursuant to the\nterms and  conditions of this  Agreement  within 18 months from the date of such\ntermination.\n\n     9.   Sale of  Licensor.  During the period that the License with respect to\nLicensed Devices is exclusive,  (a) Licensor shall not solicit a purchase of the\nTechnology,  all or  substantially  all of its assets or all of its  outstanding\nvoting securities,  (collectively,  a \"Purchase\"), and (b) Licensee shall have a\nright-of-first-refusal  with respect to any Purchase, as described below. In the\nevent  Licensor  receives a written  offer with respect to a Purchase that it is\nwilling to accept,  it shall give Licensee  written notice of the material terms\nand conditions of such offer (the \"Offer Notice\"). Licensee shall have the right\nto make such Purchase in the event it (x) gives Licensor  written notice that it\nis willing to make such Purchase, on such material terms and conditions,  within\nten days of receiving the Offer Notice,  (y) enters into a definitive  agreement\nwith respect to such Purchase, which includes such material terms and conditions\nand such  other  terms and  conditions  as are  normal  with  respect  to such a\ntransaction,  within 20 days of receiving such agreement from Licensor,  and (z)\nconsummates  such  transaction  pursuant  to the  terms and  conditions  of such\nagreement.  If Licensee  fails to timely meet any of such  conditions,  Licensor\nshall have the right to  consummate  such  Purchase on such  material  terms and\nconditions, taken as a whole.\n\n     10.  Confidentiality  of  Agreement.  The  terms  and  conditions  of  this\nAgreement shall be deemed to constitute Confidential Information,  as defined in\nSection 4 of Exhibit \"A\" hereto, of each of the parties, and shall be subject to\nall of the terms and conditions of such section; provided, however, Licensee may\ndisclose any such terms and conditions, as permitted by such section or with the\napproval of Licensor, which shall not be unreasonably withheld or delayed.\n\n     11.  Continuation  of  Business.  So long as the  License  with  respect to\nLicensed  Devices is exclusive and Licensor does not have the right to terminate\nthis  Agreement  pursuant  to  Section 7 above,  Licensor  shall not wind up its\naffairs,  liquidate or dissolve without Licensee's written consent,  which shall\nnot be unreasonably withheld or delayed.\n\n     12.  Additional  Covenant.  Licensee shall not  unilaterally  terminate its\nconsulting  relationship  with Ben Ting, Peter Pani or Richard Abraham until the\nlast to occur of (a) the License with respect to Licensed  Devices ceasing to be\nexclusive,  and (b) an aggregate of 267,772  shares of  Licensee's  Common Stock\nsubject to options granted under the consulting  agreements between Licensee and\nBen Ting,  Peter Pani and Richard  Abraham  having  vested.  Licensee  shall not\nunilaterally terminate its employment  relationship with Ben Ting, Peter Pani or\nRichard  Abraham  unless and until the License with respect to Licensed  Devices\nceases to be exclusive.\n\n     13.  Other  Terms  and  Conditions.  Exhibit  \"A\"  attached  hereto,  which\ncontains additional  definitions,  terms and conditions,  is hereby incorporated\nin, and made a part of, this Agreement.\n\n     Each of the parties has caused this  Agreement to be executed and delivered\nby its duly authorized representative as of the date first written above.\n\nLICENSOR                                                LICENSEE\nBTR, Inc.                                               Actel Corporation\nBy:  \/s\/ Richard P. Abraham                             By:  \/s\/ Jeff Schlageter\nIts:  President                                         Its:  Sr. VP Engineering\n\n                                   EXHIBIT \"A\"\n\n                         ADDITIONAL TERMS AND CONDITIONS\n                              OF LICENSE AGREEMENT\n\n     This  Exhibit \"A\" contains  additional  definitions,  terms and  conditions\nwhich are an integral part of the License Agreement,  dated as of March 6, 1995,\nbetween BTR Inc. and Actel Corporation (the \"Agreement\").\n\n     1.   Definitions.  As used in the Agreement, the following terms shall have\nthe following meanings:\n\n          1.1  \"Affiliate\"  shall  mean,  as to a party  to the  Agreement,  any\n     corporation or other entity directly or indirectly controlling,  controlled\n     by, or under common control with such party.\n\n          1.2  \"Business  Day\" shall mean any day other than a Saturday,  Sunday\n     or any national holiday in the United States of America or in the states of\n     Nevada or California.\n\n          1.3  \"Change of Control:  means the occurrence of any of the following\n     events:\n\n               (a) Any \"person\" or \"group of persons\" (as such terms are used in\n          Sections  13(d) and 14(d) of the  Securities  Exchange Act of 1934, as\n          amended)  is or becomes  the  \"beneficial  owner\" (as  defined in Rule\n          13d-3 under said Act),  directly or  indirectly,  of securities of the\n          Company representing 50% or more of the total voting power represented\n          by the Company's then-outstanding voting securities; or\n\n               (b) A  change  in the  composition  of  the  Company's  Board  of\n          Directors  occurring  within a  two-year  period  as a result of which\n          fewer  than a  majority  of the  directors  are  Incumbent  Directors.\n          \"Incumbent   Directors\"  shall  mean  directors  who  either  (i)  are\n          directors of the Company as of the date hereof or (ii) are elected, or\n          nominated for election,  to the Board with the affirmative votes of at\n          least  a  majority  of the  Incumbent  Directors  at the  time of such\n          election  or  nomination  (but shall not include an  individual  whose\n          election or nomination  is in connection  with an actual or threatened\n          proxy  contest  relating to the election of directors of the Company);\n          or\n\n               (c)  The   shareholders  of  the  Company  approve  a  merger  or\n          consolidation of the Company with any other corporation,  other than a\n          merger or consolidation  that would result in the voting securities of\n          the  Company  outstanding  immediately  prior  thereto  continuing  to\n          represent (either by remaining  outstanding or by being converted into\n          voting  securities of the surviving  entity) at least 50% of the total\n          voting power  represented  by the voting  securities of the Company or\n          such surviving  entity  outstanding  immediately  after such merger or\n          consolidation,  or the  shareholders  of the Company approve a plan of\n          complete  liquidation  of the Company or an agreement  for the sale or\n          disposition  by  the  Company  of  all  or  substantially  all  of the\n          Company's assets.\n\n          1.4  \"Contributing  Consultants\"  shall mean Ben Ting,  Peter Pani and\n     Richard Abraham.\n\n          1.5  \"Emulation\/Simulation  Device\" shall mean a combination of one or\n     more  Multichip  Modules  using  the  FPGA   Architecture,   together  with\n     supporting  software,  the principal  function of which is as a development\n     and\/or diagnostic tool.\n\n          1.6  \"Field   Programmable   Gate  Array\"  or  \"FPGA\"  shall  mean  an\n     integrated circuit comprised,  in whole or in part, of an array of logic or\n     analog elements,  interconnects  and programmable  switches,  the principal\n     function of which is to perform logic or analog functions.\n\n          1.7  \"FPGA Architecture\"  shall mean the FPGA architecture  covered by\n     claims in US  Patent #  5457410  and  augmented  by US  Patent  Application\n     #08\/229,923,  all  foreign  counterparts  of such  U.S.  patent  or  patent\n     application  (whether or not the foreign  counterparts  claim priority from\n     such  U.S.   patent  or  patent   application),   any  and  all  revisions,\n     continuations,  divisions, substitutions, reissues, renewals, continuations\n     in part, parents,  counterparts and extensions thereof, and all patents and\n     patent  applications,  whether  filed in or granted by the United States or\n     another country,  claiming,  in whole or in part, the benefit of the filing\n     date of such U.S. patent or patent application.\n\n          1.8  \"Improvements\",  with  respect  to  technology,  know-how  or any\n     product,   whether   hardware,   firmware  or  software,   shall  mean  any\n     modifications,  alterations  or  improvements  made  thereto by, or for the\n     benefit  of,  the owner  thereof  or  licensed  with a right to  sublicense\n     (subject to any restrictions which are a part of such right).\n\n          1.9  \"Joint  Technology\"  shall mean any Technology  developed through\n     the joint  efforts of  Licensee  and one or more  Contributing  Consultants\n     which is an Improvement to the FPGA Architecture.\n\n          1.10 \"License\"  shall mean the  License to the  Technology  granted to\n     Licensee by Licensor in Section 1.1 of the Agreement.\n\n          1.11 \"Licensed Device\" shall mean any device,  including an integrated\n     circuit,  constituting a Field  Programmable Gate Array or Multichip Module\n     designed with, or utilizing,  in whole or in part,  any of the  Technology,\n     other than Emulation\/ Simulation Devices.\n\n          1.12 \"Multichip  Module\"  shall  mean  a  device  containing  multiple\n     integrated circuits, including one or more FPGAs.\n\n          1.13 \"Net Receipts\"  shall mean the gross amount  recognized as income\n     on Licensee's books (pursuant to generally accepted  accounting  principles\n     consistently  applied) in connection  with the sale of a Licensed Device or\n     Product,  less deductions for payment of sales,  value added or any similar\n     taxes,  and shipping and insurance  charges,  with respect to such Licensed\n     Device or Product.\n\n          1.14 \"Product\"  shall  mean  any  integrated  circuit,  or any  device\n     containing  several  integrated  circuits,  designed with or utilizing,  in\n     whole or in part, any of the Technology that is not a Licensed Device.\n\n          1.15 \"Product  Introduction\" shall mean the date on which Licensee has\n     sold,  in the  aggregate,  Licensed  Devices  with  respect  to which it is\n     entitled to Net Receipts  aggregating in excess of [CONFIDENTIAL  TREATMENT\n     REQUESTED].\n\n          1.16 \"Product  Families\"  shall  mean a series of  products  that have\n     different  capacities,  but are based on a common FPGA  architecture  and a\n     common process technology.\n\n          1.17 \"Tapeout\"   shall   mean   the   completion   of   the   physical\n     specifications, including without limitation, fractured data ready for mask\n     making, of the first integrated circuit using the FPGA Architecture.\n\n          1.18 \"Technology\" shall mean  the FPGA  Architecture  and any  and all\n     know-how  and  engineering  data related to the FPGA  Architecture  and any\n     Improvements  thereto, and all related patents,  copyrights,  trade secrets\n     and other intellectual or industrial  property rights;  provided,  however,\n     Technology shall not include any Improvement  thereto which is developed at\n     the specific request of, and pursuant to a written  agreement with, a third\n     party that is not an  Affiliate of Licensor  unless  Licensor has a license\n     with respect to such Improvement with a right to sublicense (subject to any\n     restrictions which are a part of such right).\n\n     2.   Reports, Records, Audits and Inspections\n\n          2.1  Reports.   Licensee   shall   deliver  to  Licensor  as  soon  as\n     practicable, but in any event within 60 days following the last day of each\n     calendar  quarter  during the term hereof,  a written  report  showing,  in\n     reasonable  detail,  sales of Licensed Devices by Licensee in such quarter,\n     including,  without limitation,  the Net Receipts  attributable thereto and\n     any credits given by Licensee on previous sales.\n\n          2.2  Records. During the term of the Agreement, and for a period of at\n     least three years  thereafter,  Licensee  shall  maintain true and complete\n     books and  records  related  to all sales of  Licensed  Devices;  provided,\n     however,  notwithstanding the foregoing,  Licensee shall not be required to\n     maintain  any of such  books and  records  more than ten years  after it is\n     first prepared.\n\n          2.3  Audits and Inspections\n\n               (a) During the term of the Agreement and for a period of one year\n          thereafter,  Licensor  shall have the right,  at its  expense and upon\n          reasonable  notice to  Licensee,  to have  examined by an  independent\n          auditor with a national reputation, reasonably acceptable to Licensee,\n          Licensee's  books and records in order to  determine or verify the Net\n          Receipts and sales of the Licensed  Devices.  Licensor  shall not make\n          any such examination more than twice in any calendar year.\n\n               (b) If an error in the  reported  Net  Receipts  or the  reported\n          number of Licensed  Devices sold by Licensee is discovered as a result\n          of such an  examination  and the reported Net Receipts or the reported\n          number of  Licensed  Devices  sold by  Licensee  during the  period(s)\n          examined  were in excess of 5% less than the  actual Net  Receipts  or\n          number  of  Licensed  Devices  sold by  Licensee,  as the case may be,\n          during  such  period(s),  Licensee  (i)  shall  pay all of  Licensor's\n          out-of-pocket expenses related to such examination, and (ii) shall pay\n          Licensor interest on the amount of such  underpayment,  at the rate of\n          12% per annum,  from the date such  amount was due and  payable  until\n          such amount is actually paid.\n\n     3.   Protection of Proprietary Information and Rights\n\n          3.1  Third Party  Infringement  and  Misappropriation.  Licensee shall\n     give Licensor  prompt notice of any activities or threatened  activities of\n     any  third  party of which it  becomes  aware  that  infringe  any  patent,\n     copyright or other intellectual or industrial  property right subsisting in\n     or related to any of the Technology or that  constitute a  misappropriation\n     of trade secrets or act of unfair  competition which may dilute,  damage or\n     destroy  rights   subsisting  in  or  related  to  any  of  the  Technology\n     (collectively,  the \"Infringing Activities\").  Licensor shall give Licensee\n     prompt  notice of any  Infringing  Activities  of which it becomes aware so\n     long as the  license  granted to  Licensee  pursuant  to the  Agreement  is\n     exclusive.  Licensor shall have the right, in its sole discretion,  to take\n     whatever action,  whether in the nature of legal  proceedings or otherwise,\n     it deems  necessary to remedy or prevent  Infringing  Activities.  Licensee\n     shall  not be  permitted  to take any  action  to  remedy  or  prevent  any\n     Infringing  Activities without Licensor's prior written consent,  which, so\n     long as the License with respect to Licensed  Devices is  exclusive,  shall\n     not be  unreasonably  withheld or delayed.  In the event Licensee takes any\n     such  action,  it shall be obligated to pay all expenses it incurs in doing\n     so and shall be entitled to retain all  damages and  reimbursement  of fees\n     and expenses it receives as a result of doing so.\n\n          3.2  Third Party Claims\n\n               (a) Each party shall  promptly  notify the other party in writing\n          of any legal proceeding  instituted or claim or demand asserted by any\n          third party,  of which such party becomes  aware,  with respect to the\n          infringement  of  any  patent,  copyright  or  other  intellectual  or\n          industrial  property right, or misappropriation of any trade secret or\n          act of unfair competition,  which is alleged to result from Licensee's\n          use of any of the Technology as licensed under the Agreement (a \"Third\n          Party Claim\").\n\n               (b) In the event of a Third Party  Claim,  Licensor  may elect at\n          its own  cost and  expense  to be  represented  by  counsel,  which is\n          reasonably  acceptable to Licensee,  and to participate in, or, at its\n          option,  take  exclusive  control  of,  the  defense,  negotiation  or\n          settlement of such Third Party Claim,  including,  if it so elects, by\n          bringing counterclaims, in its own name or in Licensee's name (if such\n          counterclaim  may only be  brought  in  Licensee's  name and  Licensor\n          obtains Licensee's approval to bring such counterclaim, which approval\n          shall not be unreasonably  withheld or delayed), as to the validity of\n          any alleged patents,  copyrights,  trade secrets or other intellectual\n          or  industrial  property  rights  involved in such Third Party  Claim;\n          provided,  however, that Licensor shall not have the right to agree to\n          settle such Third Party Claim without Licensee's consent,  which shall\n          not be  unreasonably  withheld  or  delayed,  unless (i) the terms and\n          conditions of such settlement  require only the payment of money,  and\n          do not  require  Licensee to admit any  wrongdoing  or take or refrain\n          from taking any action, (ii) the full amount of the settlement is paid\n          by  Licensor,  and  (iii)  such  settlement  does not  materially  and\n          adversely affect Licensee's  rights under the Agreement.  In the event\n          that Licensor elects to take such control, Licensee may participate in\n          such defense, negotiation or settlement with counsel of its own choice\n          and at its own expense.\n\n               (c) If Licensor elects not to control the defense, negotiation or\n          settlement  of any such Third  Party  Claim,  or fails to pursue  such\n          defense, negotiation or settlement,  Licensee may defend, negotiate or\n          settle such Third Party Claim provided,  however,  that Licensee shall\n          not have the right to agree to settle  such Third Party Claim upon the\n          License  ceasing to be  exclusive  in any respect  without  Licensor's\n          consent,  which shall not be unreasonably withheld or delayed,  unless\n          (i) the terms  and  conditions  of such  settlement  require  only the\n          payment of money,  and do not require Licensor to admit any wrongdoing\n          or take or refrain from taking any action, (ii) the full amount of the\n          settlement  is paid by Licensee,  and (iii) such  settlement  does not\n          materially  and  adversely  affect  Licensor's  rights  to  any of the\n          Technology.  Licensee  may be  represented  by  counsel  in  any  such\n          defense,  negotiation or settlement which is reasonably  acceptable to\n          Licensor.\n\n               (d)  Notwithstanding  any  implication  to the  contrary  herein,\n          Licensee  shall  make such  modifications  to the design of a Licensed\n          Device as may be  reasonably  requested by Licensor in order to reduce\n          the  exposure  to  Licensor  or Licensee of any Third Party Claim with\n          respect  to  such  Licensed  Device  if  such  modifications  may  not\n          reasonably be expected to materially and adversely affect the costs of\n          producing  such  Licensed  Device or the  reasonably  projected  sales\n          volume of such Licensed Device.\n\n               (e)  Licensor  shall pay any  reasonable  out-of-pocket  costs or\n          expenses  Licensee  incurs  with  respect to any Third  Party Claim if\n          Licensee controls the defense, negotiation or settlement of such Third\n          Party Claim,  any damages awarded against  Licensee as a result of any\n          Third Party Claim, and the amount of any settlement of any Third Party\n          Claim (other than a settlement by Licensee  which Licensee is required\n          to pay pursuant to subsection  (c)).  Licensor's  obligations  in this\n          subsection  (e) with respect to any Third Party Claim are  conditioned\n          on the following: (i) Licensor being notified in writing of such Third\n          Party  Claim  (provided,  however,  that any  failure to provide  such\n          notice  on  a  prompt  basis  shall  not  affect  any  of   Licensor's\n          obligations  hereunder  unless such failure  materially  and adversely\n          affects its ability to defend such Third Party Claim)  promptly  after\n          Licensee  becomes aware of such Third Party Claim; and (ii) should any\n          Licensed  Device  become,  or,  in  Licensor's  opinion,  is likely to\n          become,  the subject of a Third Party  Claim,  Licensee  shall  permit\n          Licensor,  at  Licensor's  option  and  expense,  to  do  one  of  the\n          following:  (A) procure for Licensee the right to continuing using the\n          Technology  and to make,  use,  offer  to sell  and sell the  Licensed\n          Device subject to the Third Party Claim;  or (B) modify the Technology\n          so that its use is non-infringing but the Technology continues to have\n          the same material benefits with respect to the development process for\n          such  Licensed  Device  as it  possessed  prior to such  modification.\n          Licensor  shall  have no  obligation  under this  subsection  (e) with\n          respect to any Third Party  Claim,  to the extent such Claim  involves\n          modifications of the Technology by Licensee.\n\n     4.   Confidential Information\n\n          4.1  Protection  of  Confidential  Information.  Licensor and Licensee\n     each  acknowledge  that,  during  the term of the  Agreement,  it will have\n     access to  proprietary  or  confidential  information,  including,  without\n     limitation,  documents  or other items which have been marked or  otherwise\n     identified as  confidential  or proprietary in nature,  of the other party,\n     including,  without limitation,  information related to the Technology, the\n     Licensed Devices and the business or business  practices of the other party\n     related to the Technology or the Licensed Devices. Each party shall use its\n     best efforts to protect such proprietary or confidential information of the\n     other  party  in the  same  manner  in  which  it  would  protect  its  own\n     proprietary or confidential  information,  and shall not use proprietary or\n     confidential  information  of the other  party for its own  benefit  or the\n     benefit  of any other  person  or  entity,  except  as may be  specifically\n     permitted hereunder.\n\n          4.2  Exceptions  to   Confidential   Treatment.   The  obligations  of\n     confidentiality  and  non-use  shall  not  apply  to  any  confidential  or\n     proprietary information of one party which:\n\n               (a)  was  known  by the  other  party  prior  to the  date of the\n          Agreement and not obtained or derived,  directly or  indirectly,  from\n          such party or any of its Affiliates;\n\n               (b) is or becomes  public or available  to the general  public or\n          generally to the computer or semiconductor  manufacturing industry, or\n          generally to any other industry in which the Licensed Devices are used\n          or sold, otherwise than through (i) any act or default of a party that\n          has an obligation of confidentiality  and non-use with respect to such\n          information,   or  (ii)  the  disclosure  of  such   confidential   or\n          proprietary  information  by such party,  subject to an  obligation of\n          confidentiality and non-use;\n\n               (c) is obtained or derived prior or subsequent to the date of the\n          Agreement  from a third party which is lawfully in  possession of such\n          information  and  does  not  hold  such  information  subject  to  any\n          confidentiality or non-use obligations; or\n\n               (d) is required to be  disclosed  by the other party  pursuant to\n          applicable  law,  or  under a  government  or court  order;  provided,\n          however, that (i) the obligations of confidentiality and non-use shall\n          continue to the fullest extent not in conflict with such law or order,\n          and (ii) if and when the other  party is  required  to  disclose  such\n          confidential  or proprietary  information  pursuant to any such law or\n          order,  such party shall use its best  efforts to obtain a  protective\n          order or take such  other  actions as will  prevent  or limit,  to the\n          fullest  extent  possible,  public access to, or  disclosure  of, such\n          information.\n\n     5.   Indemnification\n\n          5.1  Protection of Parties. Subject to the limitations in this Section\n     5, each party agrees to indemnify  and hold the other party  harmless  from\n     any and all damages, liabilities, losses, and costs or expenses suffered or\n     incurred by the other party arising out of, or resulting  from,  any breach\n     of its representations, warranties or covenants in the Agreement.\n\n          5.2  Procedure For Indemnification\n\n               (a) In the event that any legal  proceedings are  instituted,  or\n          any claim or demand is  asserted,  by any third  party  which may give\n          rise to any damage, liability,  loss, or cost or expense in respect of\n          which either party has  indemnified  the other party under Section 5.1\n          above, the indemnified party shall give the indemnifying party written\n          notice of the institution of such proceeding, or the assertion of such\n          claim or demand,  promptly after the  indemnified  party first becomes\n          aware thereof; provided,  however, that any failure by the indemnified\n          party to give such notice on such prompt basis shall not affect any of\n          its rights to indemnification hereunder unless such failure materially\n          and adversely affects the ability of the indemnifying  party to defend\n          such proceeding.\n\n               (b) The  indemnifying  party shall have the right,  at its option\n          and at its own expense,  to be  represented  by counsel of its choice,\n          subject to the approval of the indemnified party, which approval shall\n          not be  unreasonably  withheld  or  delayed,  and to  defend  against,\n          negotiate  with  respect  to,  settle  or  otherwise  deal  with  such\n          proceeding,  claim or demand; provided, however, that no settlement of\n          such  proceeding,  claim or  demand  shall be made  without  the prior\n          written consent of the indemnified  party,  which consent shall not be\n          unreasonably  withheld or delayed,  unless,  pursuant to the terms and\n          conditions of such settlement, the indemnified party shall be released\n          from any liability or other exposure with respect to such  proceeding,\n          claim or demand; and provided, further, that the indemnified party may\n          participate in any such  proceeding  with counsel of its choice and at\n          its own  expense.  In the event,  or to the extent,  the  indemnifying\n          party  elects not to, or fails to,  defend such  proceeding,  claim or\n          demand and the indemnified party defends against, settles or otherwise\n          deals  with  any such  proceeding,  claim or  demand,  any  settlement\n          thereof may be made without the consent of the  indemnifying  party if\n          it is given  written  notice of the material  terms and  conditions of\n          such  settlement  at  least  ten  Business  Days  prior  to a  binding\n          agreement with respect to such settlement  being reached.  Each of the\n          parties agrees to cooperate  fully with each other in connection  with\n          the defense,  negotiation or settlement of any such proceeding,  claim\n          or demand.\n\n     6.   Representations and Warranties.\n\n          (a)  Licensor and Licensee each  represents  and warrants to the other\n     that:\n               \n               (i) it is organized,  validly existing and in good standing under\n          the laws of the country or state in which it is incorporated;\n\n               (ii)  its  execution  and  delivery  of the  Agreement,  and  the\n          performance of its  obligations  under the  Agreement,  have been duly\n          authorized by all necessary  corporate  action on its part, and it has\n          full corporate power, right and authority to enter into the Agreement,\n          to grant the  license it has  granted  thereunder  and to perform  its\n          obligations thereunder;\n\n               (iii)  neither the execution and delivery of the Agreement by it,\n          nor  the  performance  by it of  any  of  its  obligations  under  the\n          Agreement,  violates any  applicable law or regulation of any country,\n          state or other  governmental  unit, or its Articles of  Certificate of\n          Incorporation or Bylaws or other charter  documents,  or constitutes a\n          violation  of,  or  a  breach  or  default  under,  any  agreement  or\n          instrument,  or  judgment  or  order  of  any  court  or  governmental\n          authority,  to which it is a party  or to  which it is  subject  or to\n          which any of the Technology or the Licensed Devices is subject;\n\n               (iv) the  Agreement  is a valid  and  binding  obligation  of it,\n          enforceable  against it in accordance  with its terms,  except as such\n          enforceability may be limited by equitable principles or by bankruptcy\n          or other laws affecting creditors' rights generally; and\n\n               (v) no consent,  approval,  order or authorization of any person,\n          entity,  court or  governmental  authority  is required on its part in\n          connection  with the  execution  and delivery of the  Agreement or the\n          performance by it of its obligations thereunder.\n\n          (b)  Licensor  represents  and warrants to Licensee  that it has title\n     to, or a license with a right to sublicense, the Technology, in the form in\n     which it is delivered to Licensee,  free and clear of any liens,  claims or\n     encumbrances  or  interests  of any third party or any license  which is in\n     conflict  with  the  License.  As of the  Effective  Date,  no  part of the\n     Technology  has been  licensed to Licensor and Licensor has not granted any\n     license with respect to any part of the Technology.\n\n          (c)  Licensor  shall (i) file such patent  applications  covering  the\n     FPGA  Architecture  as  may  be  reasonably  requested  by  Licensee,  (ii)\n     prosecute  in  good  faith  each  patent  application   covering  the  FPGA\n     Architecture,  and (iii)  maintain in force all patents  covering  the FPGA\n     Architecture;  provided,  however, upon the License becoming non-exclusive,\n     Licensee shall be obligated to reimburse  Licensor for all of its costs and\n     expenses   (promptly   after  it  receives   written  notice  of  any  such\n     expenditure) incurred in preparing, filing, prosecuting and maintaining any\n     patent application which Licensee thereafter requests Licensor to file.\n\n     7.   Miscellaneous\n\n          7.1  Acknowledgments.  Licensee  acknowledges that it has no ownership\n     rights,  and will not,  pursuant to the  Agreement,  acquire any  ownership\n     rights, in the Technology.  Each party acknowledges that a breach of any of\n     its obligations under the Agreement would cause the other party irreparable\n     harm and,  in the event  such party  breaches  or  threatens  to breach its\n     obligations  under the  Agreement,  the other  party  shall be  entitled to\n     injunctive and other appropriate equitable relief.\n\n          7.2  Warranties. LICENSOR HAS GRANTED THE LICENSE ON AN \"AS-IS\" BASIS.\n     EXCEPT AS SET FORTH IN SECTIONS 6 AND 7.1 ABOVE, LICENSOR MAKES NO WARRANTY\n     WITH RESPECT TO ANY OF THE TECHNOLOGY. LICENSOR MAKES NO IMPLIED WARRANTIES\n     WITH RESPECT TO THE TECHNOLOGY,  INCLUDING, WITHOUT LIMITATION, ANY IMPLIED\n     WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.\n\n          7.3  Limitation  of  Liability.  NEITHER PARTY SHALL BE LIABLE FOR ANY\n     SPECIAL,  INCIDENTAL OR CONSEQUENTIAL  DAMAGES SUFFERED BY THE OTHER PARTY,\n     ANY OF ITS AFFILIATES,  ANY OF ITS  SUBLICENSEES OR ANY THIRD PARTY ARISING\n     OUT OF, OR IN CONNECTION WITH, THE LICENSE OR USE OF THE TECHNOLOGY OR SALE\n     OR USE OF ANY  LICENSED  DEVICE.  IN  ADDITION  TO THE  FOREGOING,  NEITHER\n     LICENSOR  NOR  LICENSEE  SHALL BE  LIABLE  TO THE  OTHER  FOR ANY  SPECIAL,\n     INCIDENTAL  OR  CONSEQUENTIAL  DAMAGES  SUFFERED  BY THE OTHER  PARTY,  ANY\n     AFFILIATE OR  SUBLICENSE OF THE OTHER OR ANY THIRD PARTY ARISING OUT OF, OR\n     IN CONNECTION WITH, THIS AGREEMENT,  THE PERFORMANCE BY EITHER PARTY OF ANY\n     OF ITS  OBLIGATIONS  HEREUNDER,  ANY  REPRESENTATION  OR WARRANTY OF EITHER\n     PARTY  HEREUNDER OR OTHERWISE,  EXCEPT ANY SUCH DAMAGES WHICH ARISE OUT OF,\n     OR RESULT FROM, ANY INTENTIONAL  AND KNOWING BREACH OF THIS AGREEMENT.  THE\n     FOREGOING LIMITATIONS APPLY TO ALL CLAIMS,  INCLUDING,  WITHOUT LIMITATION,\n     BREACH OF  CONTRACT,  BREACH OF  WARRANTY,  NEGLIGENCE,  STRICT  LIABILITY,\n     MISREPRESENTATION OR OTHER TORTS.\n\n          7.4  Compliance With  Applicable  Law.  Licensee shall comply with all\n     applicable  laws and  regulations of any country,  state or government unit\n     relating to the use of any of the Technology or the  manufacture or sale of\n     Licensed Devices,  including, but not limited to, the Export Administration\n     Act and Export Administration  Regulations of the United States of America.\n     Licensee  shall  obtain and  maintain in effect all  licenses,  permits and\n     authorizations required for the performance of its obligations hereunder.\n\n          7.5  Relationship  of Licensor and Licensee.  Nothing in the Agreement\n     shall create a joint venture,  partnership or principal-agent  relationship\n     between Licensor and Licensee.\n\n          7.6  Notices. Whenever any matter in the Agreement provides for notice\n     or other written  communication  to be given to Licensor or Licensee,  such\n     notice shall be given at the address of such party set forth below, or such\n     other address as such party shall provide,  in writing, to the other party.\n     All notices may be given by being  personally  delivered,  by being sent by\n     prepaid air freight,  delivery of which, within one Business Day of receipt\n     by the air freight company,  is guaranteed,  or by being sent by facsimile,\n     the receipt of which is acknowledged, addressed to the party hereto to whom\n     notice is to be given at the  above-described  address.  Each  such  notice\n     shall be deemed to be effective upon receipt, if personally delivered,  one\n     Business  Day  after  receipt  by  the  airfreight   company,  if  sent  by\n     airfreight, and one Business Day after being sent by facsimile.\n\n                If to Licensor:                        If to Licensee:\n                   BTR, Inc.                          Actel Corporation\n     c\/o Corporate Trust Company of Nevada         955 East Arques Avenue\n             One East First Street               Sunnyvale, California 94086\n               Reno, Nevada 89501                   Attn.: Jeff Schlageter\n             Attn.: Richard Abraham                  Fax: (408) 522-8041\n              Fax: (415) 948-7652\n\n          7.7  Attorneys' Fees.Should any litigation or arbitration be commenced\n     between the parties  hereto  concerning  the  Agreement,  or the rights and\n     duties of the parties in relation to the Agreement, the party prevailing in\n     such litigation or arbitration shall be entitled, in addition to such other\n     relief  as may be  granted,  to a  reasonable  sum for  attorneys'  fees in\n     connection  with  such  litigation  or  arbitration,  which  sum  shall  be\n     determined by the trier of fact in such  litigation or  arbitration or in a\n     separate action brought for that purpose.\n\n          7.8  Assignment. The Agreement shall be binding upon, and inure to the\n     benefit of, the respective legal representatives,  successors and permitted\n     assigns of the parties  hereto.  Notwithstanding  the foregoing,  except as\n     otherwise provided herein,  neither party may assign the Agreement,  or any\n     of its rights or obligations under the Agreement, without the prior written\n     consent  of the  other  party,  which  consent  shall  not be  unreasonably\n     withheld  or delayed.  So long as any portion of the License is  exclusive,\n     Licensor shall not assign  (directly or indirectly,  by operation of law or\n     otherwise) or sell any of the Technology  without the prior written consent\n     of Licensee,  which consent shall not be unreasonably  withheld or delayed.\n     Any such sale or assignment not permitted  hereunder  shall be deemed to be\n     null and void and of no effect.\n\n          7.9  Cumulative  Remedies.  No remedy or election  hereunder  shall be\n     deemed  exclusive,  but shall,  wherever  possible,  be cumulative with all\n     other remedies at law or in equity.\n\n          7.10 Severability. Should any portion or provision of the Agreement be\n     declared  invalid  or  unenforceable  in any  jurisdiction  by a  court  of\n     competent  jurisdiction,  then such portion or provision shall be deemed to\n     be severable, to the extent invalid or unenforceable, from the Agreement as\n     to such  jurisdiction  (but, to the extent permitted by law, not elsewhere)\n     and shall not affect the remainder thereof.  Notwithstanding the foregoing,\n     (a) such provision of the Agreement shall be interpreted by the parties and\n     by any such  court,  to the  extent  possible,  in such a manner  that such\n     provision shall be deemed to be valid and  enforceable,  and (b) such court\n     shall have the right to make such  modifications  to any  provision of this\n     Agreement  as do not  materially  affect the rights or  obligations  of the\n     parties  under  the  Agreement  and as may be  necessary  in order for such\n     provision to be valid and enforceable.\n\n          7.11 Waiver.  No waiver  of any right or  obligation  of  Licensor  or\n     Licensee  under the  Agreement  shall be  effective  unless  in a  writing,\n     specifying such waiver,  executed by the party against which such waiver is\n     being enforced.  A waiver by either party hereto of any of its rights under\n     the  Agreement  on any  occasion  shall not be a bar to the exercise of the\n     same right on any subsequent occasion or of any other right at any time.\n\n          7.12 Other Terms.  The terms and provisions set forth in the Agreement\n     shall control over any terms and provisions set forth in any purchase order\n     or other document or instrument  submitted to Licensor by Licensee,  and no\n     such purchase order or other document or instrument or course of conduct or\n     trade  practice  may be used to modify,  vary or  supplement  any terms set\n     forth  herein  unless  Licensor   expressly   agrees  in  writing  to  such\n     modification, variation or supplement.\n\n          7.13 Headings and Titles.  The designation of a title, or a caption or\n     a  heading,  for  each  section  of the  Agreement  is for the  purpose  of\n     convenience  only and shall not be used to limit,  interpret  or modify the\n     provisions of the Agreement.\n\n          7.14 Presumptions.   Because   each  of  the   parties   hereto   have\n     participated  in drafting  the  Agreement,  there  shall be no  presumption\n     against  any party on the  ground  that  such  party  was  responsible  for\n     preparing the Agreement or any part thereof.\n\n          7.15 Amendment or Modification. The Agreement may be amended, altered,\n     or modified only by a writing,  specifying  such  amendment,  alteration or\n     modification, executed by Licensor and Licensee.\n\n          7.16 Counterparts.  The Agreement may be executed in two counterparts,\n     each  of  which  shall  be  deemed  an  original,  but all of  which  shall\n     constitute one and the same instrument.\n\n          7.17 Governing Law; Jurisdiction.  This Agreement,  and the rights and\n     obligations of the parties hereunder, shall be governed by and construed in\n     accordance  with  the laws of the  State of  California.  Any  action  with\n     respect to the  Agreement  filed by one party against the other may only be\n     brought  in the  Federal  District  Court  for  the  Northern  District  of\n     California  or the  Superior  Court of the State of  California  located in\n     Santa Clara County.\n\n          7.18 Arbitration.  Any controversy or claim arising out of or relating\n     to this  Agreement  or its  breach  shall  be  settled  by  arbitration  in\n     accordance   with  the  Commercial   Arbitration   Rules  of  the  American\n     Arbitration  Association  then in  effect.  In any  arbitration  hereunder,\n     Licensor and Licensee  may agree on the  selection of a single  arbitrator,\n     but if they cannot so agree, each such party shall select an arbitrator and\n     the two selected arbitrators shall select a third arbitrator. No arbitrator\n     may be affiliated, whether directly or indirectly, with any of the parties,\n     including,  without  limitation,  as an  employee,  consultant,  partner or\n     shareholder.  The  arbitrator(s)  shall  permit  each of the parties to the\n     arbitration  to engage in a reasonable  amount of  discovery.  In the event\n     either party requests such an arbitration, the arbitration shall be held in\n     Santa Clara County,  California. The award by the arbitrator or arbitrators\n     shall be final,  and judgment upon the award rendered may be entered in any\n     court having jurisdiction thereof.  Notwithstanding the foregoing,  neither\n     party shall be prevented from seeking injunctive relief, including, without\n     limitation,  a temporary restraining order, as contemplated by Section 7.1,\n     from the courts specified in Section 7.17.\n\n          7.19 Survival.  Sections  4.2,  4.4,  4.5,  5,  8,  10  and 12 of  the\n     Agreement   and  each  section  of  this  Exhibit  \"A\"  shall  survive  the\n     termination or cancellation of the Agreement.\n\n          7.20 Complete  Agreement.   The  Agreement  constitutes  the  complete\n     understanding  of the parties  hereto  regarding the subject matter thereof\n     and  supersedes  all prior or  contemporaneous  agreements  of the parties,\n     whether written or oral, with respect to such subject matter.\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6560],"corporate_contracts_industries":[9512],"corporate_contracts_types":[9613,9616],"class_list":["post-42453","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-actel-corp","corporate_contracts_industries-technology__semiconductors","corporate_contracts_types-operations","corporate_contracts_types-operations__ip"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42453","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=42453"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42453"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42453"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42453"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}