{"id":42575,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/memorandum-of-understanding-possible-development-agreement.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"memorandum-of-understanding-possible-development-agreement","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/memorandum-of-understanding-possible-development-agreement.html","title":{"rendered":"Memorandum of Understanding – Possible Development Agreement – NeoMagic Corp. and Synapse Design Automation, Inc."},"content":{"rendered":"

MEMORANDUM OF UNDERSTANDING<\/strong><\/p>\n

\n<\/p>\n

This Memorandum of Understanding (this “MOU<\/strong>“) is made on
\nApril 9, 2010 (the “Effective Date<\/strong>“), by and between
\nNeoMagic Corporation<\/strong>, a Delaware corporation, having its
\nprincipal place of business at 2372-A Qume Drive, San Jose, California 95131
\n(“NeoMagic<\/strong>“) and Synapse Design Automation,
\nInc.<\/strong>, a Delaware corporation, having its principal place of business at
\n150 South Almaden Blvd., Suite #1380, San Jose, California 95113
\n(“Synapse<\/strong>“). Synapse and NeoMagic are, collectively, the
\n“Parties<\/strong>.”<\/p>\n<\/p>\n<\/p>\n

This MOU sets forth and summarizes the mutual understanding and present
\nintention of the Parties with respect to a possible development agreement
\nrelating to a semiconductor chip utilizing 65nm and below mixed signal
\ntechnologies. This MOU does not create binding rights or obligations between the
\nParties to enter into such a transaction.<\/p>\n<\/p>\n<\/p>\n

Non-Binding Provisions. <\/strong>If the Parties were to enter into a
\nformal, binding agreement, the Parties expect that such agreement would contain
\nthe terms specified in Exhibit A<\/strong> hereto. Such exhibit is not a
\ncomplete statement of all of the terms and conditions of the transaction
\ncurrently being considered by the Parties.<\/p>\n<\/p>\n<\/p>\n

Binding Provisions.<\/strong> Notwithstanding that this MOU is
\nnon-binding, the obligations of the Parties in this paragraph shall be binding
\nand shall survive any termination of this MOU. Each Party agrees, upon the
\nmutual execution of this MOU, to not disclose the content of this MOU to any
\nthird party, without the prior written consent of the other Party;
\nprovided<\/u> that Synapse acknowledges and agrees that NeoMagic may file with
\nthe United States Securities and Exchange Commission a copy of this MOU with
\nExhibit A<\/strong>, but without the appendices thereto, or a complete
\nversion of this MOU, with the confidential portions redacted therefrom. Each
\nParty shall be responsible for its own expenses associated with this MOU and the
\nnegotiation of a related transaction. This MOU does not affect that certain
\nMutual Nondisclosure Agreement, dated October 26, 2009, between the Parties.<\/p>\n<\/p>\n<\/p>\n

It is expressly understood that, except for the terms specified above as
\n“Binding Provisions,” this MOU is not intended to be enforceable by either
\nParty.<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n
\n

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

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

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

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

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

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

By \/s\/ Satish Bagalkotkar<\/p>\n<\/td>\n

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

President and CEO<\/p>\n<\/td>\n

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

President and CEO<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n
\n

EXHIBIT A<\/strong><\/p>\n

\n<\/p>\n

Key Terms<\/strong><\/p>\n

\n<\/p>\n\n\n\n\n\n\n\n\n\n\n
\n

Parties:<\/strong><\/p>\n<\/td>\n

\n

NeoMagic Corporation (“NeoMagic<\/strong>“) and Synapse Design
\nAutomation, Inc., (“Synapse<\/strong>“)<\/p>\n<\/td>\n<\/tr>\n

\n

USB 3.0 Transceiver IP Development Project:<\/strong><\/p>\n<\/td>\n

\n

Pursuant to a statement of work under the definitive agreement, Synapse will
\ndesign and implement (analog & digital) a USB 3.0 transceiver (the
\n“USB 3.0 Transceiver IP<\/strong>“) as further described in
\nAppendix 1<\/strong> hereto (the “Technical Appendix<\/strong>“),
\nthat NeoMagic will use to manufacture a semiconductor chip (the
\n“SyMagic Transceiver<\/strong>“). If either Party suggests changes to the
\nspecifications for the USB 3.0 Transceiver IP, then the Parties will consider
\nsuch proposal in good faith and, if necessary, adjust the amounts payable
\nhereunder. If the Parties fail to agree to such change, then it will not be
\nimplemented. The term “USB 3.0 Transceiver IP” includes all modifications
\nthereto made by or on behalf of Synapse under the definitive agreement or for
\nits licensees.<\/p>\n<\/td>\n<\/tr>\n

\n

Development Compensation:<\/strong><\/p>\n<\/td>\n

\n

NeoMagic will pay Synapse up to $1,000,000 for its development work under the
\ndefinitive agreement to complete the USB 3.0 Transceiver IP. Such fees will be
\npayable upon satisfaction of the conditions specified in Part A<\/strong>
\nof Appendix 2<\/strong> (the “Financial Appendix<\/strong>“) and
\nsuch other terms as are agreed by the Parties in the definitive agreement. Based
\non the specifications of the USB 3.0 Transceiver IP in the Technical Appendix,
\nSynapse is expected to contribute approximately $1,000,000 in services and
\nmaterials to complete such development.<\/p>\n<\/td>\n<\/tr>\n

\n

License Rights and Limits:<\/strong><\/p>\n<\/td>\n

\n

Synapse may only market and license the USB 3.0 Transceiver IP as an embedded
\nIP core, such as part of a SoC or a chipset. For clarity, Synapse may not
\nlicense the USB 3.0 Transceiver IP for inclusion in a standalone chip nor may
\nSynapse itself manufacture or distribute a standalone chip using the USB 3.0
\nTransceiver IP.<\/p>\n

NeoMagic may use the USB 3.0 Transceiver IP to manufacture the SyMagic
\nTransceiver and successor chips. Other than in connection with the design,
\nmodification, manufacture and distribution of such chips, NeoMagic may not
\nsublicense the USB 3.0 Transceiver IP.<\/p>\n<\/td>\n<\/tr>\n

\n

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

\n

Subject to adjustment as specified below, Synapse shall pay NeoMagic the
\npercentage specified in the Financial Appendix, Part B of gross licensing and
\nroyalty fees received from licensing the USB 3.0 Transceiver IP. Synapse shall
\nbear all cost of sales for the USB 3.0 Transceiver IP. The Synapse Royalty is
\npayable quarterly.<\/p>\n<\/td>\n<\/tr>\n

\n

NeoMagic Royalty:<\/strong><\/p>\n<\/td>\n

\n

NeoMagic shall pay Synapse the percentage specified in the Financial
\nAppendix, Part B of the Profit (as defined in the Financial Appendix, Part B)
\nfrom sales of the SyMagic Transceiver. The Parties will meet to discuss
\nadjustments to the NeoMagic Royalty percentage no later than 3 years after the
\neffective date of the definitive agreement. The NeoMagic Royalty is payable
\nquarterly.<\/p>\n<\/td>\n<\/tr>\n

\n

Royalty Adjustments:<\/strong><\/p>\n<\/td>\n

\n

If a USB 3.0 Transceiver IP licensee pays the development costs for changes
\nto such intellectual property, then the Synapse Royalty and NeoMagic Royalty
\npercentages will not be affected. However, if the development costs for such
\nchanges are not paid by such licensee, then the Synapse Royalty and NeoMagic
\nRoyalty percentages may be adjusted, if and as agreed by the Parties (based, at
\nleast in part, on the portion of the development costs paid by each Party). If
\nthe Parties are unable to agree on such adjustments, then the proposal will be
\nsubmitted to arbitration; provided that such arbitrator may not impose on
\nNeoMagic an obligation to pay any such development costs.<\/p>\n<\/td>\n<\/tr>\n

\n

Agreement Term:<\/strong><\/p>\n<\/td>\n

\n

The definitive agreement is perpetual, but each statement of work may be
\nterminated as provided below.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n\n\n\n\n\n\n\n\n
\n

Termination:<\/strong><\/p>\n<\/td>\n

\n

Either Party may terminate a statement of work for cause following an
\nopportunity to cure. In addition, NeoMagic may terminate statements of work
\nwithout cause. If either Party terminates the statement of work for the USB 3.0
\nTransceiver IP for cause prior to final acceptance, such Party may pursue such
\nremedies as are specified in the definitive agreement. If NeoMagic terminates
\nthe statement of work for the USB 3.0 Transceiver IP without cause prior to
\nGDSII delivery, NeoMagic will be obligated to pay 50% of the development costs,
\nif any, not covered by previous installments, provided that such portion will
\nnot exceed the next scheduled installment payment amount.<\/p>\n<\/td>\n<\/tr>\n

\n

Ownership Rights:<\/strong><\/p>\n<\/td>\n

\n

Other than third party intellectual property, the Parties will jointly own
\nall intellectual property rights in the USB 3.0 Transceiver IP and other
\ndeliverables delivered under the definitive agreement or in connection with any
\nlicense of such intellectual property (whether created for NeoMagic or any
\nSynapse licensee of the USB 3.0 Transceiver IP), including any pre-existing
\nintellectual property of Synapse. The Parties will specify in the definitive
\nagreement their respective rights and obligations in terms of the protection and
\nenforcement of such jointly owned intellectual property. Prior to including any
\nthird party intellectual property in any deliverable, Synapse agrees to obtain
\nNeoMagic153s prior consent. Synapse confirms that any license fees associated with
\nsuch third party intellectual property will be at Synapse153s expense.
\nNotwithstanding the above, as between the Parties, NeoMagic will have exclusive
\nrights in the “SyMagic” trademark.<\/p>\n<\/td>\n<\/tr>\n

\n

Warranties and Indemnities:<\/strong><\/p>\n<\/td>\n

\n

The definitive agreement shall contain customary representations and
\nwarranties and indemnification provisions, including (a) representations by
\nSynapse that the USB 3.0 Transceiver IP and other deliverables comply with the
\napplicable specifications and do not infringe the intellectual property of
\nothers and (b) indemnification of NeoMagic by Synapse for any claims of
\ninfringement asserted by third parties based on the use of the USB 3.0
\nTransceiver IP and other deliverables.<\/p>\n<\/td>\n<\/tr>\n

\n

Assignment:<\/strong><\/p>\n<\/td>\n

\n

Except as provided below, for the first 5 years following the effective date
\nof the definitive agreement, neither Party may assign the definitive agreement
\nor the jointly owned intellectual property without the other Party153s prior
\nconsent. However, either party may assign the definitive agreement in connection
\nwith an acquisition of the related business unit; provided that Synapse may not
\nso assign the definitive agreement without NeoMagic153s consent prior to achieving
\nthe final payment milestone under the statement of work for the USB 3.0
\nTransceiver IP. Any assignment of the jointly owned intellectual property (by
\neither Party) also must include assumption of the related obligations under the
\ndefinitive agreement.<\/p>\n<\/td>\n<\/tr>\n

\n

Standard of Behavior:<\/strong><\/p>\n<\/td>\n

\n

The Parties shall agree to act in good faith in connection with their
\nperformance of the definitive agreement and in connection with any consent
\nrequired thereunder.<\/p>\n<\/td>\n<\/tr>\n

\n

Governing Law and Jurisdiction:<\/strong><\/p>\n<\/td>\n

\n

California.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n<\/p>\n

1428<\/contract-id>Exclusive Distributor Agreement – Nassda Corp. and Marubeni Solutions Corp.<\/contract-name><\/p>\n
\n\n                         EXCLUSIVE DISTRIBUTOR AGREEMENT\n\nTHIS AGREEMENT made this 1 day of October, 1999, by and between Nassda\nCorporation, a California corporation with its principal place of \nbusiness at 625 Ellis Street, Suite 206, Mountain View, CA 94043, \nU.S.A. (\"Company\"), and Marubeni Solutions Corporation, a Japanese \ncorporation with its principal place of business at Higashi 1-26-20, \nShibuya-ku, Tokyo 150-0011, Japan (\"Distributor\").\n\nWHEREAS Company wishes to develop export sales of its Software products\ndefined below;\n\nWHEREAS Company wishes to appoint Distributor as Company's exclusive\ndistributor of its Software products in the Territory defined below;\n\nAND WHEREAS Distributor wishes to act as Company's exclusive \ndistributor of said Software products;\n\nNOW, THEREFORE, in consideration of the mutual covenants contained \nherein, the parties agree as follows:\n\n1.  DEFINITIONS\n    -----------\n\n1.1 Purchase Note(s): \"Purchase Note(s)\"  shall mean order form or \nforms of\n    ----------------\nDistributor which shall be furnished pursuant to Section 4.1 hereof.\n\n1.2 Software: \"Software\" shall mean those proprietary computer \nprograms\n    --------\nspecified in Schedule A, in machine-readable form furnished by \nCompany to\n             ----------\nDistributor pursuant to this Agreement, including the Software user \nmanual and Software specifications in machine readable, printed or \nother form, and also including any other updates or enhancements to \nthe foregoing.\n\n1.3 Territory: \"Territory\" shall mean the country known as Japan.\n    ----------\n\n1.4 Warranty Period: \"Warranty Period\" shall mean a period of [***] \nmonths from\n    ---------------\nthe date of the customer's acceptance to Software.\n\n2.  APPOINTMENT\n    -----------\n\n2.1 Appointment: Company hereby appoints Distributor as its exclusive\n    -----------\ndistributor in Territory for Software and the related support services \ntherefor, and Distributor hereby accepts such appointment. Company \nshall not appoint any person or entity other than Distributor as its \ndistributor, representative or agent for Software in Territory. \nCompany shall not sell, transfer, license or otherwise make available \nSoftware to any person or entity other than Distributor in Territory.\n\n2.2 Inquiries: Any inquiry or order received directly or indirectly by \nCompany\n    ---------\noriginating from Territory with respect to Software shall be promptly \nreferred to Distributor.\n\n3.   TERM\n     ----\nSubject to Section 11 hereof, this Agreement shall remain in \neffect for a period of one (1) year commencing on the date first \nwritten above and shall be automatically renewed thereafter on a \nyear-to-year basis unless either party provides written notice to the\nother party of its intention not to renew this Agreement at least \n[***] prior to the expiration of the original term of\nthis Agreement or any renewal thereof.\n\n\n[***] Confidential treatment requested pursuant to a request for \nconfidential treatment filed with the Securities and Exchange \nCommission. Omitted portions have been filed separately with the \nCommission.\n\n\n\n4.   PAYMENT TERMS\n     -------------\n\n4.1  Orders: Company shall furnish Software to Distributor in accordance with\n     ------\nPurchase Notes submitted to Company. Purchase Notes shall be binding upon the\nparties unless Company otherwise notifies Distributor in writing within seven\n(7) days after Company's receipt of each Purchase Note. In case of terms and\nconditions on each Purchase Note deviate from the provisions on this Agreement,\nsuch Purchase Note shall be required Company's prior written consent. In the\nevent of any discrepancy between the provisions of this Agreement and any\nPurchase Note, the provisions of such Purchase Note shall prevail.\n\n4.2  Prices: Distributor shall pay to Company the prices for Software furnished\n     ------\nto Distributor hereunder. The currently effective price shall be in listed in\nSchedule A. The prices for all Software shall include the cost of packaging for\n----------\nexport. Such prices shall be discounted at the rates set forth in Schedule B.\n[***] shall have the [***] to request [***] than [***] set [***] in order to\n[***] Distributor to [***] a [***] for [***] in Territory. Any increase of the\nprices in Schedule A shall be effective no sooner than [***] after the date\n          ----------\nof Company's written notice therefor to Distributor. Any decrease of the prices\nthereof shall become effective on the date of the Company's written notice.\n\n4.3  Payment: All invoices from Company shall be submitted to Distributor.\n     -------\nPayment of the prices shall be made by Distributor directly to Company on a\n[***] basis from the invoice date.\n\n4.4  Shipment: Software shall be shipped to Distributor and contained in media\n     --------\n(e.g. floppy disc or magnetic tape) on [***] at [***] address as first written\nabove, basis.\n\n4.5  Initial Order: Distributor shall submit Purchase Note for [***] copies of\n     -------------\nSoftware including all options for distribution purpose.\n\n4.6 Demo Copy: Within two (2) weeks after date first written above, Company\n    ---------\nshall, [***], provide [***] Software licenses to Distributor, which\nDistributor shall use for product demonstration purpose. [***] floating licenses\nwill be used in Distributor's Tokyo office and [***] floating license in\nDistributor's Kansai Office. Distributor will pay [***] license maintenance fee\nfor [***]. [***] needs to be [***] for the second and the third licenses, [***]\nfor the first license [***] the [***] year.\n\n5.   SUB-LICENSE\n     -----------\n     Distributor shall execute with its customer a sub-license agreement which\nmeets the requirements set forth in Schedule C. Distributor shall keep the\n                                    ----------\nrecords up-to-date regarding any sub-licenses hereunder and shall make such\nrecords available to Company at Distributor's premises during regular business\nhours.\n\n6.   WARRANTIES\n     ----------\n\n6.1  Warranties: Company warrants that it is the exclusive owner of, or has the\n     ----------\nright to license, Software and related documentation. Company also warrants that\neach Software will perform in accordance with Company's published specifications\nfor Warranty Period. Company shall, in accordance with Section 10 hereof provide\nDistributor with any enhancements to Software [***] during the Warranty\nPeriod and shall use due diligence to correct any bugs or functional\n\n\n[***] Confidential treatment requested pursuant to a request for confidential\ntreatment filed with the Securities and Exchange Commission. Omitted portions\nhave been filed separately with the Commission.\n\n\n\ndefects in Software immediately upon receipt of notice from Distributor of such\nbugs or defects. Distributor shall give immediate written notice to Company upon\ndiscovering any defect or being informed of any such bugs or defects by\nCustomers, and Company's obligation under this warranty shall be to correct or\nreplace Software containing such bugs or defects [***]. All charges, including,\nbut not limited to, freight and custom duties, shall be borne by [***] incurred\nfor replacement of any Software under this Section 6.1.\n\n6.2  Maintenance: Upon Distributor's request, Company shall provide to\n     -----------\nDistributor at rates specified in Schedule B maintenance services for Software,\n                                  ----------\nincluding, but not limited to, answers to routine questions, technical\nassistance and advice in the installation and day-to-day use and application of\nSoftware and the provisions of updates or enhancements of Software.\n\n7.   INTELLECTUAL PROPERTY\n     ---------------------\n\n7.1  Title to Software: Title to and ownership of Software including all\n     -----------------\npatents, copyrights and other property rights applicable thereto shall at all\ntimes remain solely and exclusively with Company. Company shall not assign or\ntransfer such title or ownership in whole or in part without the prior written\nor consent of Distributor. Distributor acknowledges that Company has proprietary\ninterests in Software, and shall not remove or obscure any copyright, patent,\ntrademark, trade secret or similar notice affixed to any Software.\n\n7.2  Infringement: Company shall, at its expense, defend any suit or proceeding\n     ------------\nbrought against Distributor which is based on a claim that Software or any part\nthereof furnished under this Agreement constitutes an infringement of any\nintellectual property right, including, but not limited to, patent, copyright or\ntrademark, of any third party. Company shall indemnify Distributor for all\ndamages and costs including reasonable attorney's fees, incurred by Distributor\ndue to such claim or proceeding. In addition to the foregoing, Company shall:\n(a) procure for Distributor the right to continue distributing and its customers\nthe rights to continue using Software; (b) replace same with a non-infringing\nSoftware; or grant Distributor a refund for infringing Software.\n\n8.   UPDATES, ENHANCEMENTS AND DISCONTINUATIONS\n     ------------------------------------------\n\n     Company will provide Distributor pursuant to Sub-Section 6.2 hereof, or\n[***] during the Warranty Period, with copies of any updates to Software\nreleased by Company for the purpose of correcting Defects, as well as any\nenhancements to Software. Company shall notify Distributor of the release of any\nnew software products produced by Company which are similar to or competitive\nwith Software and such new products shall be made available for sub-licensing\nhereunder and added to Schedule A. Company shall notify Distributor immediately\n                       ----------\nin the case of updates, enhancements or new products and at least [***] in\nadvance in the event Company discontinues the distribution of any Software.\n\n9.   MODIFICATIONS\n     -------------\n\n     In the event Customers or prospective customers of Distributor request the\nmodifications to Software and such request is useful to accelerate the\ndistribution hereunder, Company shall exercise [***] effort to respond to such\nrequest.\n\n10.  WITHOLDING TAX\n     --------------\n\n     In accordance with the \"Convention between the United States of America and\nJapan for the\n\n\n[***] Confidential treatment requested pursuant to a request for confidential\ntreatment filed with the Securities and Exchange Commission. Omitted portions\nhave been filed separately with the Commission.\n\n\n\nAvoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect\nto Taxes on Income\" dated March 8, 1971, income tax or duties will be imposed\nby the Japanese Government on payments of Software license fees to Company under\nthis Agreement in the nature of withholding. Distributor may deduct such amount\nof tax or duty (ten percent (10%) of price) from the relevant payment to Company\nand pay the same to the Japanese Government for the account of Company.\n\n11.   TERMINATION\n      ------------\n\n11.1  Termination: Upon the occurrence of any one of the following events, the\n      -----------\nparty not responsible for the event of termination specified below shall, upon\ngiving the other party written notice and without further obligation other than\nas expressly specified herein, have the right to terminate this Agreement; (a)\nmaterial breach by either party in fulfilling any one or more of the obligations\nundertaken by it pursuant to this Agreement which breach is not cured within\nthirty (30) days after notice; (b) either party is declared insolvent or\nbankrupt, or makes an assignment of a substantial portion of its assets for the\nbenefit of creditors; or a trustee, receiver or other officer of court is\nappointed to control a substantial portion of the assets of the other party, or\nif bankruptcy, liquidation or reorganization proceedings are instituted by or\nagainst the other party; or (c) subject to Section 13 hereof, either party is\nprevented from fulfilling its obligations hereunder for a period in excess of\nthirty (30) days as a result of the occurrence of an event of Force Majeure.\n\n11.2  Duties upon Termination: Upon the expiration or termination of this\n      -----------------------\nAgreement for any reason whatsoever: (a) Company shall be responsible for the\nprovision of all Software support to Customers in Territory and bear all\nexpenses related thereto; and (b) Company shall reimburse Distributor all prices\npaid for all copies of Software and documentation, manuals, etc., related to\nSoftware in Distributor's possession, including all charges for return of the\nsame to Company.\n\n11.3 Compensation: In the event this Agreement is terminated by, or for\n     ------------\nreasons attributable to, Company, Distributor shall submit a list of prospective\ncustomers to Company. In the event Company or its designee enters into a\nlicensing arrangement with any of the customers on such list within [***] after\nthe day such list is submitted to Company, Company or its designee shall pay\nDistributor commission at the rate of [***] of the amount paid by such customer\nor customers. Company shall remit such commission by telegraph transfer\nremittance to Distributor by Company within [***] after the execution of such\nlicensing arrangement.\n\n12.  CONFIDENTIALITY\n     ---------------\n\n     Company and Distributor agree that, in addition to Software, certain\ninformation supplied by each to the other during the course of this Agreement\nmay be proprietary or confidential. All such information shall be clearly marked\n\"confidential\", shall be held in confidence by the receiving party during the\nTerm of this Agreement and shall be used only for the purpose of this Agreement.\nAll documentation with respect to Software is furnished solely for Distributor's\nand Customer's internal use. Distributor may make, and may permit Customers to\nmake, copies of such documentation to satisfy its internal requirements and\nthose of Customers, provided that all such copies include an appropriate\ncopyright and proprietary information notice. All such documentation, and all\ncopies thereof, shall be maintained in secure premises by Distributor and\nCustomers, and Distributor and Customers shall take all appropriate measures to\nprevent the\n\n\n[***] Confidential treatment requested pursuant to a request for confidential\ntreatment filed with the Securities and Exchange Commission. Omitted portions\nhave been filed separately with the Commission.\n\n\n\nunauthorized disclosure thereof. The confidentiality obligations set forth\nherein shall not apply to: (a) disclosures of information required by law; (b)\ninformation known to either party hereto prior to the date first above-written\nand not obtained directly from the other party; (c) information required by\nDistributor for the purpose of marketing Software in Territory; or (d)\ninformation which now or later becomes available to the public, provided such\noccurrence is not the result of an improper act or omission of either party.\n\n13.  FORCE MAJEURE\n     -------------\n     Any delay or failure in the performance of any part or the whole of this\nAgreement by either party hereto shall be excused, subject to Sub-Section 15\nhereof, if and to the extent caused by earthquake, typhoon, or other natural\ndisaster, war, warlike condition, revolution, blockade, embargo or governmental\norder, rule or restriction, and the affected part of this Agreement shall be\nsuspended until the force majeure circumstances have ended.\n\n14.  ASSIGNMENT\n     ----------\n     Neither this Agreement nor any part hereof may be assigned by either party\nwithout the other party's prior written consent, and any such attempted\nassignment shall be null and void. If such other party consents as stated above,\nany potential assignee must agree to abide by the terms and conditions of this\nAgreement. \"Assignment\" shall be deemed to include the transfer of substantially\nall the assets of, or majority interest in the voting stock of, either party, or\nthe merger of either party with one or more third parties.\n\n15.  NON-WAIVER\n     ----------\n\n     The failure of either party to enforce at any time any provision(s) of this\nAgreement shall in no way be considered a waiver of such provision(s), nor shall\nsuch failure affect the validity of this Agreement in any way. The failure of\neither party to exercise any such provision(s) shall not be construed as a\nwaiver of any continuing or succeeding breach of such provision, a waiver of the\nprovision itself, or a waiver of any other right under this Agreement.\n\n16.  NOTICES\n     -------\n     Any notice required to be given hereunder shall be in writing and in\nEnglish and sent to the addresses first above-written, or such other addresses\nas are notified in writing by the parties, by registered mail, cable, telex or\ntelecopy. Notices shall be deemed to have been given upon the expiration of\nseven (7) days after mailing as aforesaid to the addressee (when sent by\nregistered mail), upon receipt by the addressee (when delivered by hand), on the\nnext day (when sent by cable) upon confirmation of receipt by answer-back code\n(when sent by telex) or upon transmission (when sent by telecopy).\n\n17.  GOVERNING LAW AND TRADE TERMS\n     -----------------------------\n     This Agreement shall be governed by and construed in accordance with the\nlaws of State of California, but specifically excluding the provisions of the\n1980 U.N. Convention on Contracts for the International Sales of Goods. The\ntrade terms under this Agreement shall be governed by and interpreted in\naccordance with the provisions of the International Commercial Terms\n(INCOTERMS), as amended.\n\n18.  ARBITRATION\n     -----------\n     All disputes, controversies or differences which may arise between the\nparties in connection\n\n\n\nwith this Agreement shall be settled first by mutual discussion and, only if\nthat is unavailing, then by arbitration pursuant to the Japan-American Trade\nArbitration Agreement of September 16, 1952, as in force on the date of this\nAgreement, by which each party hereto is bound. The place of arbitration shall\nbe Tokyo, Japan if the demand for arbitration was made by Company and San\nFrancisco, CA, U.S.A. if such demand was made by Distributor. The award rendered\nin the arbitration shall be final and conclusive.\n\n19.  SEVERABILITY\n     ------------\n     The provisions of this Agreement shall be deemed severable, and if any\nprovision of this Agreement is found to be invalid by any body of competent\njurisdiction, such invalidity shall not affect the validity of the remaining\nprovisions hereof.\n\n20.  IMPORT AND EXPORT REGULATIONS\n     -----------------------------\n     The parties hereto acknowledge and understand that the United States Export\nAdministration Regulations shall restrict or forbid the re-export of the\nSoftware supplied hereunder and the technical data related thereto from\nTerritory to other destination specified in such Regulations without the prior\napproval of the United States Government. Distributor agrees that it shall\ncomply any and all provisions of such Regulations and any other applicable laws\nand shall also maintain the necessary records required by such Regulations or\nsuch laws.\n\n21.  STATUS OF PARTIES\n     -----------------\n     The relationship of the parties under this Agreement shall be and at all\ntimes remain one of independent contractors. Neither party shall have the right\nto hold itself out to third parties as a representative of, or to enter into\ncontracts on behalf of, the other party without the prior written consent of the\nother party. No agency is to be created by this Agreement.\n\n22.  SECTION HEADINGS\n     ----------------\n     The section headings used in this Agreement are inserted for the purpose of\nconvenience only and shall not be construed to limit or extend any provision\nhereof.\n\n23.  ENTIRE AGREEMENT\n     ----------------\n     This Agreement, together with Schedules A through C attached hereto and\nmade integral parts hereof, constitute the entire agreement between Company and\nDistributor and supersede all prior agreement or understanding with respect to\nthe subject matters hereof. This Agreement shall not be amended, altered or\nchanged except by a written agreement signed by the parties hereto.\n\nIN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed\nin duplicate by their duly authorized officers or representatives on the date\nfirst above-written.\n\nNassda Corporation                               Marubeni Solutions Corporation\n\n\/s\/  [***]                                       \/s\/  [***]\n------------------------                         ------------------------\n\nBy:   [***]                                      By:   [***]\n    --------------------                             --------------------\n\nIts:  [***]                                      Its:  [***]\n    --------------------                             --------------------\n\nDate: Oct. 1, 1999                               Date: Oct. 1, 1999\n     -------------------                              --------------------\n\n\n[***] Confidential treatment requested pursuant to a request for confidential\ntreatment filed with the Securities and Exchange Commission. Omitted portions\nhave been filed separately with the Commission.\n\n\n\n                                   SCHEDULE A\n                                   ----------\n                               Products and Prices\n                               -------------------\n\n<\/pre>\n\n
\n                                               Floating                   15% Annual                 Time Based
\nProduct Description                       Perpetual License             Maintenance Fee             Lease Program
\n——————-                       —————–             —————             ————-
\n                                                                                           
\nHSIM-SC
\n(simulates up to 100K transistors)              [***]                        [***]<\/p>\n
HSIM-MS
\n(simulates up to 10M transistors)               [***]                        [***]                      [***]<\/p>\n
HSIM-XL
\n(no elements limitation)                        [***]                        [***]<\/p>\n
nWare  Debussy
\n(Waveform viewer by Novas Software)             [***]                        [***]<\/p>\n
<\/c><\/c><\/c><\/s><\/caption>\n<\/table>\n
[***]<\/p>\n
[***] Confidential treatment requested pursuant to a request for confidential
\ntreatment filed with the Securities and Exchange Commission. Omitted portions
\nhave been filed separately with the Commission.<\/p>\n
                                   SCHEDULE B
\n                                   ———-
\n                        Discount Rate & Maintenance Fees
\n                        ———————————<\/p>\n
1.   Discount Rate: [***] discount on the Price List in Schedule A.
\n     ————-                                      ———-<\/p>\n
     *Remark: Both [***] shall [***] and determine [***] for every [***]. If
\n[***] the [***], then the [***] for the [***] shall be [***]. Both parties
\nacknowledge and agree that the [***] provided above shall be the [***], but not
\nconstitute any [***] of [***].<\/p>\n
2.   Maintenance Fees: The maintenance fees shall be listed in Schedule A.
\n     —————-                                          ———-
\nThe [***] discount rate shall be applied to such maintenance fees.<\/p>\n
[***] Confidential treatment requested pursuant to a request for confidential
\ntreatment filed with the Securities and Exchange Commission. Omitted portions
\nhave been filed separately with the Commission.<\/p>\n
                                   SCHEDULE C
\n                                   ———-
\n                          TERMS OF SUBLICENSE AGREEMENT
\n                         —————————–<\/p>\n
Distributor’s Sublicense Agreement shall provide, among other things, that:<\/p>\n
(a)  The sublicense shall be non-exclusive, non-transferable and, in principle,
\n     (unless terminated in accordance with the provisions set forth in the
\n     Sublicense Agreement) perpetual (excluding Time Based License);<\/p>\n
(b)  Each sublicense of Software shall be for use only on a single, designated
\n     CPU (for Node-Lock) or on the designated network with authorized number of
\n     users (for Floating);<\/p>\n
(c)  The customer shall not make copies of Software, except for use on the
\n     designated CPU or for back-up or archival purposes;<\/p>\n
(d)  Company shall retain all title, copyright and other proprietary rights in
\n     and to Software, including any and all copies, modifications, translations
\n     and other derivative works that duplicate or are based on Software;<\/p>\n
(e)  The customer shall limit use of and access to Software to such of
\n     customer’s employees or contractual persons as are required to be involved
\n     in the operation and maintenance thereof, provided that the customer shall
\n     take all reasonable actions as may be necessary to preserve the
\n     confidentiality of the Software and prevent transfer or disclosure thereof
\n     to others;<\/p>\n
(f)  The customer shall not remove or modify any copyright or proprietary rights
\n     notice included in or on Software and shall reproduce all such notices on
\n     any copies of Software or portions thereof, in any form, which customer may
\n     make;<\/p>\n
(g)  The customer shall not decompile, disassemble, or attempt in any way to
\n     reverse engineer Software;<\/p>\n
(h)  The customer shall not directly or indirectly export or re-export any
\n     Software without first obtaining Distributor’s written approval and any
\n     necessary United States and\/or Japanese export license; and<\/p>\n
(i)  In addition to the terms and conditions set forth in this Schedule C,
\n                                                               ———-
\n     Distributor may include any other terms and conditions in the sublicense
\n     agreement, provided that such terms and conditions: (i- 1) are, except to
\n     the extent required by any applicable law in the Territory, consistent with
\n     the terms and conditions set forth in any subsections above; (i-2) do not
\n     expand Company’s obligations beyond those set forth in the body of this
\n     Agreement; and (i-3) do not authorize Distributor to incur any liabilities,
\n     obligations or commitments on behalf of Company.<\/p>\n
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