{"id":42540,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/master-development-and-license-agreement-neomagic-corp-and.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"master-development-and-license-agreement-neomagic-corp-and","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/master-development-and-license-agreement-neomagic-corp-and.html","title":{"rendered":"Master Development and License Agreement – NeoMagic Corp. and Synapse Design Automation, Inc."},"content":{"rendered":"

MASTER DEVELOPMENT AND LICENSE AGREEMENT<\/strong><\/p>\n

\n<\/p>\n

THIS MASTER DEVELOPMENT AND LICENSE AGREEMENT (this
\n“Agreement<\/strong>“) is entered into and effective as of May 5, 2010
\n(the “Effective Date<\/strong>“), by and between NeoMagic
\nCorporation<\/strong>, a Delaware corporation, (“NeoMagic<\/strong>“) and
\nSynapse Design Automation, Inc.<\/strong>, a Delaware corporation
\n(“Synapse<\/strong>“).<\/p>\n<\/p>\n<\/p>\n

BACKGROUND<\/strong><\/p>\n

\n<\/p>\n

A. Synapse is in the business of developing semiconductor products and
\nproviding related services.<\/p>\n<\/p>\n<\/p>\n

B. NeoMagic wishes to engage Synapse to develop a USB 3.0 transceiver which
\nwill be jointly owned by the Parties under the terms and conditions of this
\nAgreement.<\/p>\n<\/p>\n<\/p>\n

AGREEMENT<\/strong><\/p>\n

\n<\/p>\n

The Parties agree as follows:<\/p>\n<\/p>\n<\/p>\n

1. DEFINITIONS<\/strong><\/p>\n<\/p>\n

1.1 “Acceptance<\/strong>” means, with respect to a Deliverable and
\nthe Test Chip, acceptance or deemed acceptance of such item in accordance with
\nSection 2.5<\/strong>.<\/p>\n<\/p>\n

1.2 “Acceptance Criteria<\/strong>” means, for each Deliverable or the
\nTest Chip, the applicable acceptance criteria as set forth in the related
\nStatement of Work. If a Statement of Work contains no additional acceptance
\ncriteria, the Acceptance Criteria will be that the Deliverable or the Test Chip,
\nas applicable, conforms to the applicable Specifications.<\/p>\n<\/p>\n

1.3 “Acceptance Period<\/strong>” means the period of time agreed by
\nthe Parties in connection with developing the related Acceptance Criteria.<\/p>\n<\/p>\n

1.4 “Confidential Information<\/strong>” means, for a particular
\nParty, its confidential business or other information which, from the
\ncircumstances surrounding disclosure, should be understood to be confidential or
\nproprietary information of such Party. Confidential Information will not include
\ninformation that (a) is or becomes public knowledge without the fault or action
\nof the recipient, (b) is received by the recipient from a source other than the
\ndisclosing Party, which source received the information without violation of any
\nconfidentiality restriction and is not under an obligation of non-disclosure
\nwith respect to such information, or (c) is independently developed by the
\nrecipient without violation of any confidentiality or use restriction as
\nevidenced by written records. For clarity, the USB 3.0 Transceiver IP is not
\nConfidential Information of either Party, however, disclosure of such technology
\nis subject to the limits in Section 7.3<\/strong>.<\/p>\n<\/p>\n

1.5 “Customer Transaction<\/strong>” means a license agreement (which
\nmay also include additional development) pursuant to which Synapse licenses a
\nversion of the USB 3.0 Transceiver IP to a third party.<\/p>\n<\/p>\n

1.6 “Data Sheet<\/strong>” means, for a particular version of the USB
\n3.0 Transceiver IP, the document which includes the related Specifications.<\/p>\n<\/p>\n

1.7 “Deliverables<\/strong>” means, for a particular Statement of
\nWork, the deliverables set forth therein.<\/p>\n<\/p>\n

1.8 “Derivative<\/strong>” means a work, know-how, technique, process,
\ninformation, invention and the like which is based upon one or more preexisting
\nworks, such as a revision, improvement, alteration, enhancement, new version,
\nmodification, translation, abridgement, correction, condensation, expansion or
\nany other form of modification or other form.<\/p>\n<\/p>\n

1<\/p>\n

\n

\n

1.9 “Documentation<\/strong>” means the materials for use with the USB
\n3.0 Transceiver IP, which may include a user manual, reference manuals, release
\nnotes, application and methodology notes, and Data Sheets.<\/p>\n<\/p>\n

1.10 “Fees<\/strong>” means, for a particular Statement of Work, those
\nfees to be paid by NeoMagic to Synapse for the Services and Deliverables
\nspecified therein to be provided by Synapse.<\/p>\n<\/p>\n

1.11 “Fiscal Quarter<\/strong>” means a fiscal quarter of NeoMagic.\n<\/p>\n<\/p>\n

1.12 “Initial Statement of Work<\/strong>” is defined in
\nSection 2.1<\/strong>.<\/p>\n<\/p>\n

1.13 “Intellectual Property Rights<\/strong>” means, with respect to
\nany technology, all related intellectual property rights, including patents,
\ncopyrights, trademarks, trade-names, know-how, trade secrets and all other forms
\nof intellectual property, irrespective of whether the rights protecting such
\nproperty arise under U.S. or international intellectual property laws or unfair
\ncompetition or trade secret laws.<\/p>\n<\/p>\n

1.14 “Joint IP<\/strong>” is defined in Section 3.1<\/strong>.\n<\/p>\n<\/p>\n

1.15 “NeoMagic<\/strong> Royalty<\/strong>” is defined in
\nSection 4.2(b)<\/strong>.<\/p>\n<\/p>\n

1.16 “Party<\/strong>” means each of Synapse and NeoMagic.<\/p>\n<\/p>\n

1.17 “Schedule<\/strong>” means, for a particular Statement of Work,
\nthe timeline set forth therein which specifies, among others, the target
\nschedule for the Parties153 performance under such Statement of Work, including
\ndesign review and payment schedule.<\/p>\n<\/p>\n

1.18 “Services<\/strong>” means, for a particular Statement of Work,
\nthe services to be provided by Synapse under such Statement of Work.<\/p>\n<\/p>\n

1.19 “Specifications<\/strong>” means the logic, functional,
\nperformance and operational aspects of a version of the USB 3.0 Transceiver IP,
\nas set forth in, attached to, or referenced in, the related Statement of Work.\n<\/p>\n<\/p>\n

1.20 “Statement of Work<\/strong>” means a written description of the
\nservices to be performed by Synapse under this Agreement in connection with the
\nUSB 3.0 Transceiver IP, which indicates it is a “Statement of Work” under this
\nAgreement and, other than the Initial Statement of Work, is executed by both
\nParties. Each Statement of Work will contain or reference a full and complete
\ndescription of the Services, Specifications, Deliverables, Schedule, Fees,
\npayment terms and other matters as are agreed by the Parties.<\/p>\n<\/p>\n

1.21 “SyMagic Transceiver<\/strong>” means an integrated circuit
\nmanufactured by or for NeoMagic using a version of the USB 3.0 Transceiver IP,
\nor any part thereof.<\/p>\n<\/p>\n

1.22 “Synapse<\/strong> Royalty<\/strong>” is defined in
\nSection 4.2(a)<\/strong>.<\/p>\n<\/p>\n

1.23 “Test Chip<\/strong>” means a silicon engineering prototype of
\nthe initial SyMagic Transceiver that is manufactured by or for NeoMagic.<\/p>\n<\/p>\n

1.24 “Third Party IP<\/strong>” is defined in Section
\n3.4<\/strong>.<\/p>\n<\/p>\n

1.25 “USB 3.0 Transceiver IP<\/strong>” means the “USB 3.0 Transceiver
\nIP,” as further described in the Initial Statement of Work, including (a) all
\nDerivatives or other modifications or enhancements thereto made pursuant to
\nadditional Statements of Work or in connection with any Customer Transaction and
\n(b) all related materials and Documentation and all updates thereto.<\/p>\n<\/p>\n

2<\/p>\n

\n

\n

1.26 “Warranty Period<\/strong>” is defined in Section
\n5.1<\/strong>.<\/p>\n<\/p>\n

2. STATEMENTS OF WORK; DELIVERY; ACCEPTANCE<\/strong><\/p>\n<\/p>\n

2.1 Statements of Work<\/u>. The initial Statement of Work under this
\nAgreement is attached as Exhibit A<\/strong> (the “Initial
\nStatement of Work<\/strong>“). The Parties may, from time to time agree on
\nadditional Statements of Work related to the USB 3.0 Transceiver IP. Each
\nStatement of Work will be consecutively numbered. The Initial Statement of Work
\nand, upon execution thereof, each other Statement of Work, are deemed part of
\nthis Agreement and incorporated herein. If the terms of a Statement of Work
\nconflict with the other terms of this Agreement, the terms of such Statement of
\nWork will control with respect to the matters covered thereby.<\/p>\n<\/p>\n

2.2Performance under Statements of Work<\/u>. Subject to the terms of this
\nAgreement, Synapse will (a) perform the Services under each Statement of Work,
\nand (b) develop, design or make the Deliverables according to the Specifications
\nset forth in each Statement of Work. Synapse will meet the time Schedule set
\nforth in each Statement of Work. NeoMagic will cooperate fully with Synapse to
\nallow Synapseto meet each such Schedule. NeoMagic agrees to perform such duties
\nand tasks as are specified to be performed by NeoMagic in each Statement of
\nWork.<\/p>\n<\/p>\n

2.3 Changes to Statements of Work<\/u>. Any request for changes to a
\nStatement of Work by must be delivered to the other Party in writing. If the
\nrequest is proposed by NeoMagic, then, following receipt of such a request,
\nSynapse will submit to NeoMagic an analysis of how the requested changes would
\naffect such Statement of Work, including the related Schedule and Fees. If
\nSynapse proposes a change, its proposal to NeoMagic will include such analysis.
\nIf the Parties approve such changes, they will execute a written amendment to
\nsuch Statement of Work which reflects such agreed changes prior to work being
\ninitiated based on such changes. Thereafter, such Statement of Work will be
\ndeemed amended and, as such, incorporated into this Agreement.<\/p>\n<\/p>\n

2.4 Delivery<\/u>. In addition to any Deliverables specified in a Statement
\nof Work, Synapse agrees to deliver to NeoMagic on request and in mutually agreed
\nformats, all design documents, HDL code, scripts, verification reports, spice
\nnetlists, schematics, characterization data, layer mapping files, simulation
\nmodels, final design simulation results and other related materials, for each
\nversion of the USB 3.0 Transceiver IP. Synapse also will electronically deliver
\nto NeoMagic at least one copy of each of the Deliverables under a Statement of
\nWork. Documentation may be delivered as on-line electronic documentation.<\/p>\n<\/p>\n

2.5 Acceptance<\/u>. Within the applicable Acceptance Period for a
\nDeliverable provided under a Statement of Work (and, with regard to the Initial
\nStatement of Work, for the Test Chip), NeoMagic will, with assistance from
\nSynapse test the Deliverable or the Test Chip, as applicable, to determine
\nconformance with the applicable Acceptance Criteria. If NeoMagic determines that
\nsuch item fails to conform to the related Acceptance Criteria, then within the
\nAcceptance Period, NeoMagic may contact Synapse in writing including providing a
\ndetailed description of the failure. Following receipt of such a notice of
\nfailure, Synapse will revise the affected Deliverable and resubmit such item to
\nNeoMagic, whereupon the foregoing process will be repeated. If the Test Chip
\nfails to conform to the related Acceptance Criteria, the Parties will meet to
\ndiscuss how to address such failure. If Synapse does not receive such written
\nnotice (including a detailed description of the failures) within the applicable
\nAcceptance Period, such item will be deemed to have achieved Acceptance and
\nNeoMagic will be deemed to have accepted the applicable item.<\/p>\n<\/p>\n

3. IP OWNERSHIP AND LIMITATION ON RIGHTS<\/strong><\/p>\n<\/p>\n

3.1 Transfer of Joint IP<\/u>. Subject to the terms and conditions in this
\nAgreement and other than Third Party IP, Synapse hereby sells, assigns and
\ntransfers to NeoMagic, and NeoMagic hereby acquires from Synapse, an undivided
\njoint ownership interest, as tenants in common, in all of Synapse153s right, title
\nand interest in and to the USB 3.0 Transceiver IP and all related Intellectual
\nProperty Rights, whether in existence on the Effective Date or hereafter
\ncreated, including Derivatives thereof created under a Statement of Work or in
\nconnection with a Customer Transaction (collectively, the “Joint
\nIP<\/strong>“).<\/p>\n<\/p>\n

3.2 Joint Ownership<\/u>. NeoMagic and Synapse further agree as follows:\n<\/p>\n<\/p>\n

3<\/p>\n

\n

\n

(a) Undivided Interest<\/u>. Synapse and NeoMagic shall jointly own equal
\nundivided interests, as equal tenants in common, in all worldwide right, title
\nand interest in and to the Joint IP. Subject to the limitations in this
\nSection 3 <\/strong>and Section 9.1<\/strong>, each party shall
\nhave the right to freely and separately use, exploit, maintain, license, sell,
\nassign, transfer and enforce its rights in and to the Joint IP, with no royalty
\npayment or accounting to the other Party in connection with the Joint IP, other
\nthan as provided in Section 4<\/strong>.<\/p>\n<\/p>\n

(b) Filings, Cooperation, Etc.<\/em><\/u> The Parties153 joint ownership
\nof the Joint IP will be appropriately indicated in (i) all applications or other
\ngovernmental filings made concerning the Joint IP, and (ii) all proprietary
\nrights notices placed on any product consisting of, or incorporating, all or any
\nportion of the Joint IP. Synapse and NeoMagic will reasonably cooperate with the
\nother Party with respect to providing information and preparing and filing any
\ndocuments necessary, including patent applications, to secure their rights with
\nrespect to Joint IP. Each Party shall notify the other in advance of any
\nproposed filing of documents, including patent applications and copyright
\nregistrations, with respect to the Joint IP. If one Party elects not to seek or
\nsecure such rights in Joint IP in any particular country or not to share equally
\nin the expense thereof, the other Party will have the right to seek and maintain
\nsuch protection at its own expense and shall have primary control over the
\nprosecution and maintenance thereof, even though title to any Intellectual
\nProperty Rights arising from the Joint IP will be joint (as equal tenants in
\ncommon as above described). Any Party filing or receiving documents related to
\nthe prosecution or issuance of any Intellectual Property Rights arising from the
\nJoint IP will provide copies of such documents to the other Party promptly after
\nfiling or receipt. Each Party has the right, but not the obligation, to
\nparticipate in the prosecution or issuance of any Intellectual Property Right
\nrelated to the Joint IP.<\/p>\n<\/p>\n

(c) Enforcement of Rights<\/u>. The Parties agree that they will cooperate
\nwith each other to the extent reasonably possible to enforce the Intellectual
\nProperty Rights in the Joint IP against third party infringers. In the absence
\nof a written agreement to the contrary, the rewards of any infringement claim
\nagainst a third party to the extent relating to Joint IP, shall be allocated and
\npaid as follows: first to reimburse the Party or Parties for the costs paid to
\npursue such infringement claim involving the Joint IP, and after all such costs
\nare reimbursed or paid, any balance shall be paid to the Parties in proportion
\nto the amount of costs of such claim involving the Joint IP paid by such Party.\n<\/p>\n<\/p>\n

3.3 Exclusion of NeoMagic Developed Technology<\/u>. Nothing in this
\nAgreement is intended to constitute an assignment by NeoMagic to Synapse of any
\ntechnology or other Intellectual Property Right, regardless of whether it
\ncomplements, or is a Derivative of, the Joint IP or whether it was created prior
\nto or after the Effective Date. NeoMagic is free to modify, update, exploit and
\ncreate Derivatives of the Joint IP, including the SyMagic Transceiver, without
\nany obligation to provide, disclose or license any such modifications, updates
\nor Derivatives to Synapse. In addition, as between the Parties, NeoMagic has
\nexclusive rights in the “SyMagic” trademark.<\/p>\n<\/p>\n

3.4 Third Party IP License<\/u>. Prior to including in the USB 3.0
\nTransceiver IP, technology or other intellectual property not owned by Synapse
\n(“Third Party IP<\/strong>“), Synapse will so notify NeoMagic in writing.
\nWith respect to any Third Party IP (and all related Intellectual Property
\nRights) included in the USB 3.0 Transceiver IP, Synapse hereby grants to
\nNeoMagic a perpetual, irrevocable, royalty-free, non-exclusive, world-wide
\nlicense (with a right to sublicense) to use, reproduce, modify, create
\nDerivatives of, distribute, disclose, perform and display in source and binary
\nform, such Third Party IP and related Intellectual Property Rights, including
\nthe right to use, make, have made, offer to sell, sell, have sold and import
\nproducts, including the SyMagic Transceiver. Synapse hereby confirms that any
\nlicense fees associated with such Third Party IP or related Intellectual
\nProperty Rights will be at Synapse153s expense.<\/p>\n<\/p>\n

3.5 Limitation on Rights<\/u>. Notwithstanding the joint ownership of the
\nJoint IP as well as the license granted to NeoMagic in the Third Party IP, the
\nParties agree as follows:<\/p>\n<\/p>\n

(a) Synapse may only market and license the USB 3.0 Transceiver IP as an
\nembedded IP core, such as part of a “system on a chip” (SoC), a chipset or a
\nchip containing other material functionality. For clarity, Synapse may not
\nlicense all or any part of the USB 3.0 Transceiver IP, or related Intellectual
\nProperty Rights, for inclusion in a standalone USB 3.0 transceiver chip nor may
\nSynapse itself manufacture or distribute such a chip using all or any part of
\nthe USB 3.0 Transceiver IP.<\/p>\n<\/p>\n

4<\/p>\n

\n

\n

(b) NeoMagic may use the USB 3.0 Transceiver IP and related Intellectual
\nProperty Rights to manufacture SyMagic Transceivers. Other than in connection
\nwith the design, modification, manufacture, distribution and use of SyMagic
\nTransceivers, NeoMagic may not sublicense the USB 3.0 Transceiver IP.<\/p>\n<\/p>\n

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

4. FEES; ROYALTIES; PAYMENT TERMS; TAXES<\/strong><\/p>\n<\/p>\n

4.1 Fees<\/u>. NeoMagic agrees to pay to Synapse the Fees set forth in, and
\nin accordance with the payment terms in, each Statement of Work, provided<\/u>
\nthat Synapse has submitted an invoice to NeoMagic for such amount. Unless
\notherwise specified in the related Statement of Work, NeoMagic agrees to pay all
\nsuch Fees within 30 days of its receipt of the related invoice. Other than the
\nNeoMagic Royalties, the applicable Fees constitute the entire amount payable by
\nNeoMagic for the Services under the related Statement of Work. The Fees payable
\nunder the Initial Statement of Work total $1,000,000. Synapse acknowledges and
\nagrees that other than the applicable Fees and the NeoMagic Royalties, Synapse
\nis responsible for providing at its own expense all services, personnel,
\nequipment, licenses and other supplies required to perform such Services.<\/p>\n<\/p>\n

4.2 Royalty Obligations.<\/u><\/p>\n<\/p>\n

(a) Synapse Royalties<\/u>. Within 30 days after the end of each calendar
\nquarter, Synapse agrees to pay NeoMagic a royalty (the “Synapse<\/strong>
\nRoyalty<\/strong>“) equal to the percentage specified in Exhibit
\nB<\/strong> of the gross licensing fees, royalties and other amounts received by
\nSynapse (or its affiliates) from selling, licensing or otherwise exploiting the
\nUSB 3.0 Transceiver IP during the immediately preceding Fiscal Quarter. On
\ntransactions between Synapse and its affiliates for resale or sublicensing, the
\nSynapse Royalty shall be paid on the resale or sublicense. Synapse shall bear
\nall cost of sales for the USB 3.0 Transceiver IP.<\/p>\n<\/p>\n

(b) NeoMagic Royalties<\/u>. Within 30 days after the end of each Fiscal
\nQuarter, NeoMagic agrees to pay Synapse a royalty (the
\n“NeoMagic<\/strong> Royalty<\/strong>“) equal to the percentage
\nspecified in Exhibit B<\/strong> of the Profit (defined in
\nExhibit B<\/strong>) from sales of the SyMagic Transceivers. On
\ntransactions between NeoMagic and its affiliates for resale, the NeoMagic
\nRoyalty shall be paid on the resale.<\/p>\n<\/p>\n

(c) Royalty Adjustments<\/u>. If, in connection with a Customer
\nTransaction, the USB 3.0 Transceiver IP licensee pays the development costs for
\nchanges to such intellectual property, then the Synapse Royalty and NeoMagic
\nRoyalty percentages will not be affected. However, if the development costs for
\nsuch changes are not paid by such licensee, then the Synapse Royalty and
\nNeoMagic Royalty percentages may be adjusted, if and as agreed by the Parties
\n(based, at least in part, on the portion of the development costs paid by each
\nParty). If the Parties are unable to agree on such adjustments within 30 days of
\ncommencing such discussions, then either Party may submit to an arbitrator, in
\naccordance with Section 9.5<\/strong>, a request that such arbitrator
\nspecify the terms of such adjustments; provided<\/u> that such arbitrator may
\nnot impose on NeoMagic an obligation to pay any such development costs. The
\nParties may agree that each will submit to the arbitrator proposed adjustments
\nfrom which the arbitrator shall select one (aka “baseball arbitration”) or the
\nParties may select an alternate means of resolving such dispute through such
\narbitration process. In addition to the above, the Parties shall meet to discuss
\nadjustments to the NeoMagic Royalty percentage no later than 3 years after the
\nEffective Date.<\/p>\n<\/p>\n

4.3 Combination Sales<\/u>. Even if the USB 3.0 Transceiver IP or SyMagic
\nTransceivers, as applicable, are sold or licensed by Synapse or NeoMagic,
\nrespectively, in combination with one or more other products or services, the
\nSynapse Royalty and NeoMagic Royalty will be payable only on the portion of such
\ncombined price attributable to the USB 3.0 Transceiver IP or SyMagic
\nTransceivers, as applicable. Such portion will be determined in good faith by
\nthe Parties.<\/p>\n<\/p>\n<\/p>\n

5<\/p>\n

\n

\n

4.4 Non-Cash Consideration<\/u>. Any item of value in lieu of a cash
\npayment in consideration of the USB 3.0 Transceiver IP licenses or SyMagic
\nTransceivers, as applicable, will be valued, for purposes of calculating the
\nroyalties payable to hereunder, at the fair market value of such compensation
\n(as reasonably determined by the Parties) and will be considered received by the
\nreceiving Party as of the date such consideration is granted. If the Parties
\nfail to agree on the fair market value of such consideration, then Synapse or
\nNeoMagic, as appropriate, may not enter into the transaction giving rise to such
\nnon-cash payment.<\/p>\n<\/p>\n

4.5 Statements<\/u>. Synapse and NeoMagic shall furnish the other Party,
\nwithin 30 days of the end of each Fiscal Quarter during the term of this
\nAgreement in which amounts are payable hereunder a full, complete and accurate
\nstatement detailing the calculation of the Synapse Royalties and NeoMagic
\nRoyalties, as applicable, for the preceding Fiscal Quarter.<\/p>\n<\/p>\n

4.6 Inspection and Audit Rights<\/u>. Each Party shall have the right once
\nduring each calendar year and upon at least 30 days153 prior notice, to have
\nindependent auditors reasonably acceptable to the other Party inspect or audit
\nsuch other Party153s books and records relating to the calculation of the Synapse
\nRoyalty or NeoMagic Royalty, as applicable, in order to verify the amounts paid
\nhereunder. The Party requesting an inspection or audit shall provide at least 30
\ndays153 prior notice to the other of such inspection or audit. The auditors must
\nexecute in favor of the audited Party a nondisclosure agreement relating to the
\ninformation disclosed in the inspection or audit. The audited Party shall fully
\ncooperate with the auditors in conducting such inspections or audits and shall
\npermit the auditors to review the books and records that are reasonably
\nappropriate and necessary to perform the inspection or audit. The cost of an
\ninspection or audit shall be at the expense of the requesting Party;
\nprovided<\/u>, however<\/u>, if any inspection or audit reveals an
\nunderpayment of more than 10% of the amounts paid for the period audited, then
\nthe underpaying Party will reimburse the auditing Party for the auditor153s fees
\nfor such inspection or audit. The auditor shall disclose to the audited Party
\nthe basis for any conclusions reached by the auditor. Generally, the auditor may
\nonly disclose to the requesting Party whether or not there was, and the amount
\nof, any discrepancy in the amounts paid to such Party. However, if the audited
\nParty disputes that there was a discrepancy in the payments to the other Party,
\nthen the auditor may disclose to the requesting Party such information as is
\nnecessary for the requesting Party to justify the conclusions of the auditor.
\nUnless disputed by a Party, the applicable Party will pay any shortfall or
\noverpayment within 30 days after receiving notice of such discrepancy.<\/p>\n<\/p>\n

4.7 Currency; Overdue Interest<\/u>. All payments hereunder shall be made
\nin immediately available funds in United States dollars. All amounts due
\nhereunder which are not paid when due shall accrue interest from the date due
\nuntil paid at the per annum rate of 10% or the maximum rate permitted by
\napplicable law, whichever is less.<\/p>\n<\/p>\n

4.8 Taxes; Employees<\/u>.<\/p>\n<\/p>\n

(a) Taxes Generally<\/u>. Each party is responsible for the payment of all
\nsales, use, value added, property, transfer, excise and other taxes and all
\nexport, import duties and other governmental charges imposed on it in connection
\nwith this Agreement by any national, federal, state, provincial, regional, local
\nor special purpose governmental authority.<\/p>\n<\/p>\n

(b) Employee Liability<\/u>. Without limiting the foregoing, Synapse
\nunderstands and agrees that NeoMagic is not responsible for any employer taxes
\nor expenses of any sort relating to Synapse153s employees or any other person
\nperforming the Services hereunder, including all state and federal payroll taxes
\nand worker153s compensation coverage. Synapse agrees that as between the Parties,
\nSynapse153s employees and subcontractors are under its control and are not
\nentitled to any benefits of employment provided by NeoMagic to its employees.
\nSynapse agrees to indemnify and hold NeoMagic harmless from all losses, damages,
\ncosts and expenses, including penalties, interest and reasonable attorneys153
\nfees, in connection with any obligation imposed on NeoMagic resulting from any
\nemployee or subcontractor of Synapse being determined to be otherwise entitled
\nto the benefits of employment provided by NeoMagic to its respective employees.\n<\/p>\n<\/p>\n

5. PERFORMANCE WARRANTY<\/strong><\/p>\n<\/p>\n

5.1 Services and Performance Warranty<\/u>. Synapse warrants that the
\nServices will be performed in a workmanlike manner, in conformity with the
\nprofessional standards for comparable services in the industry. If the foregoing
\nwarranty is breached, Synapse shall immediately reperform the deficient Services
\nand correct the breach at no additional cost to NeoMagic or, at NeoMagic153s
\noption, refund the amounts paid for such Services. Synapse also warrants to
\nNeoMagic with respect to each version of the USB 3.0 Transceiver IP for a period
\nof 1 year from the delivery by Synapse to NeoMagic of the GDSII stream files of
\nsuch version (the “Warranty Period<\/strong>“), that such version of the
\nUSB 3.0 Transceiver IP will conform to the applicable Specifications. If within
\nthe applicable Warranty Period NeoMagic informs Synapse of the breach of the
\nforegoing warranty, Synapse agrees to modify or replace the affected version of
\nthe USB 3.0 Transceiver IP so that it conforms to such warranty.<\/p>\n<\/p>\n

6<\/p>\n

\n

\n

5.2 Warranty Limitations and Exclusions<\/u>. Without limiting the
\ngenerality of the foregoing, Synapse153s warranty does not cover and no warranty
\nis made with respect to failures caused by alterations or repairs made by
\nNeoMagic. Except for the express warranties stated in this Agreement,
\nSynapse makes no other representations or warranties express, implied, statutory
\nor otherwise regarding the USB 3.0 Transceiver IP. Synapse expressly disclaims
\nall implied warranties of merchantability and fitness for a particular purpose
\nand noninfringement of intellectual property rights with regard to the USB 3.0
\nTransceiver IP.<\/strong><\/p>\n<\/p>\n

6. INDEMNITY<\/strong><\/p>\n<\/p>\n

6.1 Warranty and Indemnity by Synapse<\/u>. Synapse hereby represents and
\nwarrants that each version of the USB 3.0 Transceiver IP and the use and
\ndistribution thereof, does not infringe any third party Intellectual Property
\nRight. Synapse agrees, at its own expense, to defend, indemnify and hold
\nNeoMagic and its officers, directors, employees, licensees, customers and
\ndistributors (each an “Indemnified Party<\/strong>“) harmless from any
\nclaim or action (a “Claim<\/strong>“) brought against such Indemnified
\nParty to the extent (a) it is based on a claim that a version of the USB 3.0
\nTransceiver IP, including as incorporated into a SyMagic Transceiver, infringes,
\nviolates or misappropriates any patent, copyright, trade secret or other
\nIntellectual Property Right of a third party, (b) arising from or related to an
\nassertion that Synapse has violated the terms of any agreement under a Customer
\nTransaction, or (c) arising from or related to: any act or omission of Synapse,
\nits employees, agents, or subcontractors; the performance of this Agreement; the
\npresence of Synapse or its personnel on NeoMagic premises or the driving of
\nNeoMagic153s motor vehicles. The defense fees and costs relating thereto will be
\npaid by Synapse as incurred. NeoMagic agrees to provide Synapse with: (i) prompt
\nwritten notification of such Claim; (ii) sole control and authority over the
\ndefense or settlement thereof (but subject to NeoMagic153s approval); and (iii)
\nreasonably available information and assistance in connection with such Claim,
\nat Synapse153s expense.<\/p>\n<\/p>\n

6.2 Limited Remedies<\/u>. If a version of the USB 3.0 Transceiver IP
\nbecomes, or in the opinion of Synapse is likely to become, the subject of an
\ninfringement Claim, Synapse shall either (a) procure, at no cost to NeoMagic,
\nthe right to continue using such version of the USB 3.0 Transceiver IP or (b)
\nreplace or modify such version with a functionally equivalent product that is
\nnon-infringing.<\/p>\n<\/p>\n

6.3 Exceptions<\/u>. Synapse will have no liability under this
\nSection 6<\/strong> for any Claim to the extent (a) a Claim of
\ninfringement relates to modifications of the USB 3.0 Transceiver IP, or portions
\nthereof, made NeoMagic or its representatives or (b) attributable to the sole
\nnegligence of NeoMagic.<\/p>\n<\/p>\n

7. CONFIDENTIALITY<\/strong><\/p>\n<\/p>\n

7.1 Generally<\/u>. Synapse and NeoMagic will not reveal to any other party
\n(except as permitted below) or use (except as contemplated by this Agreement),
\nany Confidential Information of the other Party. Without limiting the foregoing,
\neach Party agrees to use at least the same standard of care to protect the other
\nParty153s Confidential Information from disclosure as such Party uses to protect
\nits own information of like importance, but in any event not less than a
\nreasonable degree of care. Without limiting the foregoing, each Party agrees to
\nonly disclose the Confidential Information of the other Party to its employees
\nand subcontractors with a need to know such information in connection with such
\nParty performing its obligations or exercising its rights under this Agreement
\nand which employees and subcontractors are subject to confidentiality
\nobligations regarding such Confidential Information at least as protective as
\nthis Section 7.1<\/strong>. This Section will not prohibit disclosure of
\nConfidential Information pursuant to the order or requirement of a court,
\nadministrative agency, or other governmental body or in connection with the
\nenforcement of this Agreement; provided<\/u>, however<\/u>, that the
\nreceiving Party will provide prompt notice thereof to enable the disclosing
\nParty to seek a protective order or otherwise prevent such disclosure.<\/p>\n<\/p>\n

7<\/p>\n

\n

\n

7.2 Independent Development<\/u>. Each Party understands that the other
\nParty may currently or in the future be developing information internally
\nwithout the use of the other Party153s Confidential Information, or receiving
\ninformation from third parties that may be similar to the Confidential
\nInformation of the other Party. Accordingly, nothing in this Agreement will be
\nconstrued as a representation or inference that either Party will not develop
\nproducts, or have products developed for it, or enter into joint ventures,
\nalliances, or licensing arrangements that, without violation of this Agreement,
\ncompete with the products or systems embodying the Confidential Information of
\nthe other Party.<\/p>\n<\/p>\n

7.3 USB 3.0 Transceiver IP<\/u>. Each Party agrees to keep confidential and
\nnot to disclose confidential or proprietary information regarding USB 3.0
\nTransceiver IP to any third party, other than (a) in connection with any
\ntransaction permitted pursuant to this Agreement, provided<\/u> that such
\ndisclosure shall be limited to the minimum amount of information needed to be
\nprovided and shall be subject to confidentiality obligations regarding such
\ninformation at least as protective as Section 7.1<\/strong>, (b) in
\nconfidence to its affiliates, actual or potential investors, banks, lawyers,
\naccountants and other professional advisors, (c) in connection with the
\nenforcement of its rights under this Agreement, (d) as may be required by law,
\nand (e) in confidence in connection with a merger or acquisition or a proposed
\nmerger or acquisition.<\/p>\n<\/p>\n

7.4 Terms of this Agreement<\/u>. Each party agrees to keep confidential
\nand not to disclose the terms and conditions of this Agreement to any third
\nparty other than (a) in confidence to its affiliates, actual or potential
\ninvestors, banks, lawyers, accountants and other professional advisors, (b) in
\nconnection with the enforcement of its rights under this Agreement, (c) as may
\nbe required by law, including in connection with the requirements of a public
\noffering or securities filing, and (d) in confidence in connection with a merger
\nor acquisition or a proposed merger or acquisition.<\/p>\n<\/p>\n

8. TERM AND TERMINATION<\/strong><\/p>\n<\/p>\n

8.1 Term<\/u>. The term of this Agreement commences on the Effective Date
\nand is terminated as provided below. Each Statement of Work commences on its
\ndate of execution and ends upon completion of the Services thereunder, unless
\nsooner terminated as provided in this Agreement or such Statement of Work.<\/p>\n<\/p>\n

8.2 Termination Due to Breach; Insolvency.<\/u><\/p>\n<\/p>\n

(a) Breach<\/u>. Either Party may terminate any or all Statements of Work
\nand this Agreement if the other Party materially breaches this Agreement and
\nsuch breach has not been cured within 30 business days after receipt of written
\nnotice of such default.<\/p>\n<\/p>\n

(b) Insolvency<\/u>. A Party may terminate any or all Statements of Work
\nand this Agreement if the other Party (i) becomes insolvent; (ii) makes an
\nassignment for the benefit of its creditors; (iii) files or has filed against it
\na petition in bankruptcy or seeking a re-organization; (iv) has a receiver
\nappointed; or (iv) institutes any proceedings for liquidation or winding-up.<\/p>\n<\/p>\n

8.3 NeoMagic153s Termination for Convenience<\/u>. NeoMagic may terminate any
\nStatement of Work without cause at any time.<\/p>\n<\/p>\n

8.4 Effect of Termination<\/u>.<\/p>\n<\/p>\n

(a) Initial Statement of Work<\/u>. If NeoMagic terminates the Initial
\nStatement of Work under Section 8.3<\/strong> prior to delivery of the
\nGDSII Deliverable thereunder, NeoMagic will be obligated to pay 50% of the
\nServices costs, if any, not covered by previous installments, provided<\/u>
\nthat such portion will not exceed the next scheduled installment payment amount.\n<\/p>\n<\/p>\n

8<\/p>\n

\n

\n

(b) Survival of Obligations<\/u>. Unless terminated as set forth above, the
\nStatements of Work in effect on the effective date of termination of this
\nAgreement shall survive and continue until completion of such Statements of Work
\nor their earlier termination, and the applicable provisions of this Agreement
\nshall continue to apply thereto. The termination or expiration of this Agreement
\nor any Statement of Work for any reason will terminate the obligations of the
\nParties under such document. However, the provisions of Sections 1, 2.4,
\n3, 4, 5, 6, 7, 8 and 9 <\/strong>and Exhibit B<\/strong>, will remain in
\nfull effect following termination or expiration of this Agreement. Also,
\ntermination or expiration will not affect any accrued payment obligation under
\nthis Agreement or any Statement of Work, nor will it affect either Party153s right
\nto pursue remedies under this Agreement or such Statement of Work arising prior
\nto termination or expiration. In addition, upon the termination of a Statement
\nof Work (with or without termination of this Agreement) each Party shall return
\nto the other any Confidential Information of the other Party in whatever form
\nrelating to such Statement of Work, to the extent not needed in connection with
\nany license or other rights which survive such termination. Termination of this
\nAgreement or a Statement of Work is not an exclusive remedy.<\/p>\n<\/p>\n

9. GENERAL TERMS<\/strong><\/p>\n<\/p>\n

9.1 Insurance<\/u>.<\/p>\n<\/p>\n

(a) Required Insurance<\/u>. Synapse shall procure and maintain in effect
\nthe following policies of insurance covering liability arising from this
\nAgreement: (i) all insurance coverage153s required by Federal and State law,
\nincluding worker153s compensation and employer153s liability all with statutory
\nminimum limits; (ii) general comprehensive liability insurance, with at least
\n$1,000,000.00 combined single limit and aggregate, including personal injury or
\ndeath of any persons and injury to or destruction of property, including loss of
\nuse resulting therefrom; and (iii) business automobile liability, covering all
\nowned, non-owned and hired automobiles of Synapse, with a combined single limit
\nof liability of at least $1,000,000.00 for bodily injury and property damage for
\neach accident.<\/p>\n<\/p>\n<\/p>\n

(b) Evidence of Insurance and Endorsements<\/u>. Synapse shall cause its
\ninsurers to issue endorsements naming NeoMagic as additional insured or loss
\npayee, as appropriate, on all such insurance policies (except for workers153
\ncompensation insurance). Upon execution of this Agreement, Synapse shall provide
\nNeoMagic with certificates of insurance evidencing such coverage and
\nendorsements and providing that such coverage is primary and that no such
\ncoverage shall be subject to cancellation or material change without 30 days
\nprior written notice to NeoMagic. The insurance requirements hereunder shall not
\nlimit or relieve Synapse of its duties, responsibilities or liabilities under
\nthis Agreement. Synapse shall maintain such insurance and endorsements from the
\nEffective Date until at least 2 years following the termination of this
\nAgreement.<\/p>\n<\/p>\n<\/p>\n

9.2 Assignment<\/u>. The rights and obligations of each Party under this
\nAgreement, including each Statement of Work, will not be capable of being
\nassigned or delegated without the prior written consent of the other Party for
\nthe first 5 years following the Effective Date. Notwithstanding the foregoing,
\neither Party may assign and delegate its rights and obligations under this
\nAgreement to any successor to any of the USB 3.0 Transceiver IP or SyMagic
\nTransceiver, as applicable, business units, without the prior written consent of
\nthe other Party; provided<\/u>, that Synapse may not so assign this Agreement
\nwithout NeoMagic153s consent prior to achieving the final payment milestone under
\nthe Initial Statement of Work. The Parties also agree that any assignment of the
\nJoint IP (by either Party) also must include assumption of the related
\nobligations under this Agreement.<\/p>\n<\/p>\n

9.3 Notices<\/u>. All notices given by either Party under this Agreement
\nwill be in writing and may be given via facsimile (with proof of confirmation of
\nreceipt), email (with confirmed receipt) or overnight mail by a nationally
\nrecognized courier, addressed as specified below, as updated by either Party. A
\nnotice so addressed is effective on the date it is received.<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n\n

For Synapse:<\/strong><\/p>\n<\/td>\n

\n

For NeoMagic:<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Synapse Design Automation, Inc.<\/p>\n<\/td>\n

\n

NeoMagic Corporation<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

150 South Almaden Blvd., Suite #1380<\/p>\n<\/td>\n

\n

2372-A Qume Drive<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

San Jose, California 95113<\/p>\n<\/td>\n

\n

San Jose, California 95131<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Attn: James J. Hemeon<\/p>\n<\/td>\n

\n

Attn: Syed Zaidi<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Tel:<\/p>\n<\/td>\n

\n

Tel:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Fax:<\/p>\n<\/td>\n

\n

Fax:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Email: james@synapse-da.com<\/p>\n<\/td>\n

\n

Email: szaidi@NeoMagic.com<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

With a copy to:<\/p>\n<\/td>\n

\n

With a copy to:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Rosheni Fernando (at the same address)<\/p>\n<\/td>\n

\n

Charlotte Wilson (at the same address)<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Email: clients@synapse-da.com<\/p>\n<\/td>\n

\n

Email: cwilson@NeoMagic.com<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

9<\/p>\n

\n

\n

9.4 Governing Law; Jurisdiction and Venue<\/u>. This Agreement will in all
\nrespects be governed by the laws of the State of California, without reference
\nto its principles of conflicts of laws. This Agreement will not be governed by
\nthe United Nations Convention of Contracts for the International Sale of Goods,
\nthe application of which is expressly excluded. Subject to Section
\n9.5<\/strong>, the California state courts of Santa Clara County and federal
\ncourts of the Northern District of California will have exclusive jurisdiction
\nand venue over any dispute arising out of or relating to this Agreement (other
\nthan to enforce a judgment), and each Party hereby consents to the jurisdiction
\nand venue of such courts.<\/p>\n<\/p>\n

9.5 Arbitration<\/u>. Any dispute or claim arising out of or in connection
\nwith this Agreement or the performance, breach or termination hereof, shall be
\nfinally settled by binding arbitration in accordance with the then-current rules
\nof JAMS by 1 arbitrator. Such arbitration proceeding shall be held in San Jose,
\nCalifornia. The decision and\/or award rendered by the arbitrator shall be
\nwritten, final and non-appealable and may be entered in any court of competent
\njurisdiction. The costs of any arbitration, including administrative fees and
\nfees of the arbitrator, shall be shared equally by the Parties, unless otherwise
\ndetermined by the arbitrator. The Parties agree that, any provision of
\napplicable law notwithstanding, they will not request, and the arbitrator shall
\nhave no authority to award, punitive or exemplary damages against any Party. The
\narbitrator may grant permanent injunctions or other relief in such dispute or
\nclaim. Notwithstanding the foregoing, without breach of this arbitration
\nprovision, either Party may apply to any court of competent jurisdiction for
\ntemporary injunctive relief or to collect any amounts owed by the other Party
\nunder this Agreement.<\/p>\n<\/p>\n

9.6 Disclaimer of Consequential Damages<\/u>. In no event will
\neither Party be liable for indirect, special, incidental, consequential or
\nspecial damages of any nature whatsoever, (including loss of production, profits
\nor use of facilities, promotional or manufacturing expenses, or overhead, or
\ninjury to reputation), arising out of or in connection with any claim arising
\nhereunder, even if such Party has been advised of the possibility of such
\ndamages. <\/strong>The limitations in this Section will not apply to breach of,
\nor liability under, Section 6 or 7<\/strong>.<\/p>\n<\/p>\n

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

9.8 Modifications; Waiver<\/u>. This Agreement may be modified or amended
\nonly by a written instrument duly signed by authorized representatives of the
\nParty to be bound thereby. Failure or delay in enforcing any term, provision or
\ncondition of this Agreement by either Party will not operate as a waiver
\nthereof, and no waiver of any term, provision or condition of this Agreement
\nwill be valid unless in writing and signed by authorized representatives of the
\nParty to be bound thereby. Any waiver by either Party of any condition, part,
\nterm or provision of this Agreement will not operate or be considered as a
\nwaiver of any other condition, part, term or provision of a waiver of any future
\nevent or circumstance.<\/p>\n<\/p>\n

9.9 Severability<\/u>. If any provision of this Agreement is adjudged by
\nany court of competent jurisdiction to be unenforceable or invalid, that
\nprovision will be limited or eliminated to the minimum extent necessary so that
\nthis Agreement will be enforceable and otherwise remain in full force and
\neffect.<\/p>\n<\/p>\n

9.10 Relationship of Parties<\/u>. The relationship between the Parties is
\nthat of independent contractors. This Agreement does not constitute a
\npartnership or joint venture between Synapse and NeoMagic. Neither Party is the
\nrepresentative or agent of the other Party and neither will so hold itself out
\npublicly or to any third party or incur any liability for the other. The Parties
\nagree to act in good faith in connection with their performance of this
\nAgreement and in connection with any consent required hereunder.<\/p>\n<\/p>\n

10<\/p>\n

\n

\n

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

9.12 Other Interpretive Provisions<\/u>. References in this Agreement to
\n“Sections” and “Exhibits” are to sections and exhibits herein and hereto unless
\notherwise indicated. The words “include” and “including” and words of similar
\nimport when used in this Agreement will not be construed to be limiting or
\nexclusive. Except as provided in a particular context, the word “or” when used
\nin this Agreement may mean each as well as all alternatives. Headings in this
\nAgreement are for convenience of reference only and are not part of the
\nsubstance hereof. All terms defined in this Agreement in the singular form will
\nhave comparable meanings when used in the plural form and vice versa<\/em>.\n<\/p>\n<\/p>\n

9.13 Counterparts<\/u>. This Agreement may be executed in counterparts,
\neach of which will be deemed an original, but both of which together will
\nconstitute one and the same instrument.<\/p>\n<\/p>\n

WITNESSETH, the Parties hereto have caused this Agreement to be executed by
\ntheir duly authorized representatives on the dates indicated below and to be
\neffective as of the Effective Date.<\/p>\n<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n
\n

NeoMagic Corporation<\/strong><\/p>\n<\/td>\n

\n

Synapse Design Automation, Inc.<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

By: \/s\/ Syed Zaidi<\/u><\/p>\n<\/td>\n

\n

By: \/s\/ James J. Hemeon<\/u><\/p>\n<\/td>\n<\/tr>\n

\n

Name: Syed Zaidi<\/p>\n<\/td>\n

\n

Name: James J. Hemeon<\/p>\n<\/td>\n<\/tr>\n

\n

Title: President and Chief Executive Officer<\/p>\n<\/td>\n

\n

Title: Sr. Director WW Sales<\/p>\n<\/td>\n<\/tr>\n

\n

Date: May 5, 2010<\/p>\n<\/td>\n

\n

Date: May 5, 2010<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

11<\/p>\n

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