{"id":42822,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/software-licensing-agreement-lynx-real-time-systems-inc-and.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"software-licensing-agreement-lynx-real-time-systems-inc-and","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/software-licensing-agreement-lynx-real-time-systems-inc-and.html","title":{"rendered":"Software Licensing Agreement – Lynx Real-Time Systems Inc. and Rockwell Collins Inc."},"content":{"rendered":" SOFTWARE LICENSING AGREEMENT\n SOURCE CODE LICENSE AND DERIVATIVE PRODUCT DISTRIBUTION\n Agreement # S-1163\n ------\n\n THIS Agreement (the \"Agreement\") is made and entered into in San Jose,\nCalifornia, and is effective as of June 8, 1999 (\"Effective Date\") between Lynx\nReal-Time Systems, Inc., a California corporation with principal offices at 2239\nSamaritan Drive, San Jose, CA 95124 (\"Lynx\"), and Rockwell Collins, Inc., a\nDelaware corporation, with offices at 400 Collins Road, NE, Cedar Rapids, IA\n52498 (\"Licensee\").\n\n IN CONSIDERATION OF THE MUTUAL PROMISES CONTAINED HEREIN, THE PARTIES AGREE\nAS FOLLOWS:\n\n--------------------------------------------------------------------------------\n\n1. DEFINITIONS\n -----------\n\n 1.1 \"Source Code\" shall mean NFS Client and Server (\"NFS\"), and LynxOS\n3.0.1 Development Operating System (\"LynxOS\"), which both include human-readable\ncode for version 3.0.1 and any later releases provided for Licensee by Lynx\nunder the Priority Software Support Agreement . LynxOS contains source code for\nthe PowerPC, and also includes test suites, electronic (FrameMaker) versions of\nthe LynxOS Documentation, and media.\n\n 1.2 \"Software Tools\" shall mean Total View, TimeScan, and Insure++, in\nobject code only (not source code) and any later releases provided for Licensee\nby Lynx under the Priority Software Support Agreement effective June 8, 1999.\n\n 1.3 \"ODE\" means Open Development Environment, which includes LynxOS as\nwell as various other tools (but not including Software Tools). Certain tools\ncalled utilities, which may be part of a public domain software collection, may\nbe included in the ODE as a convenience to Licensee at no charge. Such\nutilities, if licensed by Licensee, shall be licensed under separate agreement.\n\n 1.4 \"LynxOS\" means the binary code format of LynxOS 3.0.1 Development\nOperating System (and any later releases provided for Licensee by Lynx under the\nPriority Software Support Agreement effective June 8, 1999.\n\n 1.5 \"NFS\" shall mean the binary code format of NFS Client and Server\nversion 3.0.1 and any later releases provided for Licensee by Lynx under the\nPriority Software Support Agreement effective June 8, 1999.\n\n 1.6 \"Binary Distributables\" means the binary code format (not the source\ncode format) of LynxOS and NFS, including any modifications made by Licensee.\n\n 1.7 \"Derivative Product\" means a product developed and marketed by\nLicensee which a) is based on the LynxOS, NFS or ODE; b) the Licensee adds\nadditional software which runs as part of LynxOS and NFS, and provides\nadditional or modified functionality; c) the end-user of the system cannot\ndirectly access LynxOS or NFS and run general programs on LynxOS or NFS; d) the\nsystem is marketed for a specialized application, provided by the modifications\nadded by Licensee, and not marketed or used as a general purpose computer or\nworkstation; and e) may or may not include functional applications layers.\n\n 1.8 \"Agreement\" shall mean this SOFTWARE LICENSING AGREEMENT SOURCE CODE\nLICENSE AND DERIVATIVE PRODUCT DISTRIBUTION, together with Exhibit A-SOURCE CODE\nSOFTWARE LICENSE & DERIVATIVE PRODUCT DISTRIBUTION EXHIBIT, Exhibit B-PRODUCT\nLIST & PRICING SCHEDULE, Exhibit C -END-USER SUBLICENSE RESTRICTIONS, Exhibit D-\nLICENSED USERS and Exhibit E-PROPRIETARY NOTICE.\n\n 1.9 \"Sale or Selling. All references in this Agreement to the \"sale\" or\n\"selling\" of products shall mean the granting of a license as defined in this\nAgreement.\n\n\nCERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH \nTHE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE \nOMITTED PORTIONS.\n\n 1\n\n \n 1.10 \"Documentation\" means all the manuals and other related user\ndocumentation normally provided by Lynx for use with the Source Code, Software\nTools and\/or ODE.\n\n2. GRANT OF LICENSE\n ----------------\n\n 2.1 License. Subject to the terms and conditions of this Agreement, Lynx\n ------- \nhereby grants Licensee the rights as defined in Exhibit A, attached hereto.\nLicensee and Lynx agree to the restrictions, obligations and other terms set\nforth in Exhibit A.\n\n3. PAYMENT & COMPENSATION\n ----------------------\n\n 3.1 Fees & Royalties. Licensee shall pay fees, if any, and royalties\n ----------------- \naccording to the terms of Exhibits A & B. Upon execution of this Agreement, Lynx\nwill invoice Licensee for all applicable fees as defined in Exhibit B. In\naddition, Lynx shall invoice Licensee for additional Source Code, Software Tools\nor ODE ordered by Licensee and for any other amounts due to Lynx hereunder as\nsuch amounts are incurred. Licensee agrees to pay all invoices, with the\nexception of royalties, which are discussed in subsection 3.3 below, within\nforty-five (45) days after Licensee receives all items included on such invoice.\n\n 3.2 Taxes. All duties and taxes payable in the country of manufacture of\n ------ \nthe Source Code, Software Tools or ODE due under the laws of that country shall\nbe borne by Lynx. Lynx is liable for and shall pay all taxes, impositions,\ncharges and exactions imposed on or measured by this Agreement except those\nLicensee specifically agrees or is required by law to pay and which are\nseparately stated on Lynx's invoice. Prices shall not include any taxes,\nimpositions, charges and exactions for which Licensee has furnished an exemption\ncertificate.\n\n 3.3 Reports. Licensee shall, within forty-five (45) days of the end of \n -------- \neach calendar quarter, deliver to Lynx a report detailing the number of copies\nof Binary Distributables made and the number of Derivative Products distributed\nby Licensee during the previous calendar quarter, and setting forth the\naggregate royalties due and owing to Lynx thereon. A payment for the amount of\naggregate royalties owed shall be sent by Licensee to Lynx within forty-five\n(45) days of the end of each calendar quarter. All payments hereunder will be in\nU.S. Dollars, without deductions of any kind. Royalty payments made by Licensee\nunder this Agreement will be non-refundable to Licensee, except as otherwise\nstated in Section 11.1 herein.\n\n 3.4 Audit Rights. Licensee agrees to make and to maintain until the\n ------------ \nexpiration of five (5) years after the payment in question under this Agreement\nis due, sufficient books, records and accounts regarding Licensee's copying for\ninternal use and distribution of Derivative Products in order to calculate and\nconfirm Licensee's royalty obligations hereunder. Lynx shall have the right not\nmore than once every twelve (12) months to examine such books, records and\naccounts during Licensee's normal business hours to verify Licensee's reports on\nthe amount of payments made to Lynx under this Agreement, and Licensee's\ncompliance with the terms and conditions of this Agreement. If any such\nexamination discloses a shortfall in the royalties due to Lynx hereunder,\nLicensee shall reimburse Lynx for the full amount of shortfall. Should an audit\ndiscover any errors or omissions by Licensee amounting to more than five percent\n(5%) shortfall of the amount due during the given calendar quarter, Licensee\nshall reimburse Lynx for the reasonable costs of such audit. Any audit shall be\nperformed by a mutually acceptable accounting auditor. Such audit may also\ninclude Lynx technical personnel, as approved by Licensee.\n\n4. PROPRIETARY RIGHTS\n -------------------\n\n 4.1 Source Code, Software Tools and ODE. Licensee shall not be an owner of\n ------------------------------------ \nany copies of the Source Code, Software Tools or ODE, but, rather, is granted\nparticular rights pursuant to this Agreement. Licensee acknowledges and agrees\nthat, as between Licensee and Lynx, all right, title and interest in the Source\nCode, Software Tools and ODE, and any part thereof, including, without\nlimitation, all rights to patent, copyright, trademark and trade secret rights\nand all other intellectual property rights therein and thereto, and all copies\nthereof, in whatever form, including any written documentation and all other\nmaterial describing such Source Code, Software Tools and ODE, shall at all times\nremain solely with Lynx and its Licensor(s), except as otherwise stated in\nSection 8.1 herein.\n\n 2\n\n \n 4.2 Licensee Modifications. Notwithstanding the foregoing, Licensee shall\n -----------------------\nretain all right, title and interest in and to modifications to the Source Code,\nSoftware Tools and ODE made by Licensee pursuant to the license granted herein\nabove, subject always to Lynx's ownership rights in the underlying Source Code,\nSoftware Tools and ODE.\n\n5. CONFIDENTIALITY\n ---------------\n\n 5.1 General. Lynx represents and Licensee agrees that the Source Code,\n -------- \nSoftware Tools and ODE constitute the confidential and proprietary trade secrets\nof Lynx or its licensors, and that Licensee's protection thereof is essential to\nthis Agreement and is a condition of Licensee's use and possession of the Source\nCode, Software Tools and ODE. Licensee represents and Lynx agrees that the\nDerivative Product and the design information related to the Derivative Product\nare confidential and proprietary trade secrets of Licensee, subject always to\nLynx's or its licensors' ownership and proprietary trade secret rights in the\nunderlying Source Code, Software Tools and ODE, and that Lynx's protection\nthereof, is essential to this Agreement. Licensee shall retain in strict\nconfidence any and all elements of the Source Code, Software Tools and ODE and\nuse the Source Code, Software Tools and ODE only as expressly licensed herein.\nLicensee agrees that it will under no circumstances distribute or in any way\ndisseminate or disclose the Source Code, Software Tools and ODE to third\nparties, except as expressly provided in this Agreement. Lynx shall retain in\nstrict confidence any and all elements of the Derivative Product and the design\ninformation related to the Derivative Product.\nIn addition, both parties acknowledge that by reason of their relationship to\neach other they will have access to certain information and materials concerning\nthe other's business, plans, customers, technology, and\/or products that is\nconfidential and of substantial value to that party, which value would be\nimpaired if such information were disclosed to third parties. Each party agrees\nthat it will not use in any way for its own account or the account of any third\nparty, nor disclose to any third party, any such confidential information\nrevealed to it by either party, and will take every reasonable precaution to\nprotect the confidentiality of such information. Upon request by either party,\nthe other party will advise whether or not it considers any particular\ninformation or materials to be confidential. In the event of termination of this\nAgreement, there will be no use or disclosure by either party of any\nconfidential information. Neither party will at any time manufacture or have\nmanufactured any devices, components or assemblies or any other items tangible\nor intangible, utilizing any of the other party's confidential information. The\nparties shall be relieved of their obligation of confidentiality to the extent\nthat:\na) such information was in the public domain at the time it was disclosed or\n has become in the public domain through no fault of the receiving party;\nb) such information is already in the possession of the receiving party\n without obligation of confidentiality prior to the receipt from the\n disclosing party;\nc) such information is independently developed by the receiving party without\n any breach of confidentiality;\nd) such information is rightfully received by the receiving party;\ne) such information is released for disclosure by one party with the other\n party's written consent; or\nf) is disclosed pursuant to the order or requirement of a court,\n administrative agency, or other governmental body, provided however, that\n the receiver shall provide prompt notice thereof to the discloser to enable\n the discloser to seek a protective order or otherwise prevent or restrict\n such disclosure.\n\n 5.2 Notification. Each party agrees to notify the other promptly in the\n ------------- \nevent of any breach of its security under conditions in which it would appear\nthat the Source Code, Software Tools and ODE, the Derivative Products or the\nconfidential information were prejudiced or exposed to loss. Each party shall,\nupon request of the other, take all other reasonable steps necessary to recover\nany compromised Source Code, Software Tools and ODE, Derivative Products or\nconfidential information disclosed to or placed in the possession of the other\nparty by virtue of this Agreement. The cost of taking such steps shall be borne\nsolely by party responsible for the breach.\n\n 5.3 Remedies. Licensee acknowledges that any breach of any of its \n --------- \nobligations to protect the Source Code as \n\n 3\n\n \ndescribed under this Section 5, may cause or threaten irreparable harm to Lynx,\nand accordingly, Licensee agrees that in such event, Lynx shall be entitled to\nseek equitable relief to protect its interest therein, including but not limited\nto preliminary and permanent injunctive relief, as well as money damages.\n\n6. WARRANTY & DISCLAIMER\n ---------------------\n\n 6.1 LYNX REPRESENTS AND WARRANTS THAT LYNX OWNS ALL RIGHTS AND TITLE TO\nTHE SOURCE CODE, SOFTWARE TOOLS AND ODE OR OTHERWISE HAS SUFFICIENT RIGHTS TO\nGRANT LICENSEE THE LICENSES GRANTED HEREIN. LYNX FURTHER WARRANTS THAT, FOR A\nPERIOD OF NINETY (90) DAYS FROM THE EFFECTIVE DATE, THE MEDIA ON WHICH THE\nSOURCE CODE, SOFTWARE TOOLS AND ODE IS FURNISHED UNDER NORMAL USE WILL BE FREE\nFROM DEFECTS IN MATERIALS AND WORKMANSHIP. LYNX'S ENTIRE LIABILITY, AND\nLICENSEE'S EXCLUSIVE REMEDY, UNDER THIS WARRANTY WILL BE, AT LYNX'S OPTION, TO\nREPLACE THE MEDIA.\n\n 6.2 LYNX WARRANTS THAT, AS OF THE EFFECTIVE DATE, ALL THE SOURCE CODE,\nSOFTWARE TOOLS AND ODE WILL WORK WITH EACH OTHER AS DESCRIBED IN THE\nDOCUMENTATION PROVIDED WITH THE SOURCE CODE, SOFTWARE TOOLS AND ODE, AND AS\nSTATED IN THE FOLLOWING: \nLYNX REPRESENTS AND WARRANTS THAT THE ODE WILL WORK WITH EACH INDIVIDUAL\nSOFTWARE TOOL (TOTAL VIEW, TIME SCAN AND INSURE ++). LYNX DOES NOT INTEND FOR\nTHE SOFTWARE TOOLS TO WORK TOGETHER AND LYNX, THEREFORE, DOES NOT WARRANT THAT\nTHEY WILL. EXCEPT FOR THE EXPRESS, LIMITED WARRANTIES SET FORTH IN THIS\nAGREEMENT, THE SOURCE CODE, SOFTWARE TOOLS AND ODE ARE PROVIDED WITHOUT WARRANTY\nOF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND LYNX HEREBY\nDISCLAIMS ALL WARRANTIES OTHER THAN THOSE EXPRESS, LIMITED WARRANTIES SET FORTH\nIN THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF\nMERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. LYNX DOES NOT WARRANT THAT\nUSE OF THE SOURCE CODE, SOFTWARE TOOLS AND ODE WILL BE UNINTERRUPTED OR ERROR\nFREE, WILL MEET LICENSEE'S REQUIREMENTS, OR THAT THEY WILL OPERATE WITH THE\nCOMBINATION OF HARDWARE AND SOFTWARE SELECTED BY LICENSEE, EXCEPT AS DESCRIBED\nABOVE.\n\n 6.3 LYNX warrants that the Software Tools and ODE, when used in accordance\nwith all Lynx supplied documentation are designed to accurately process\ndate\/time calculations (including, but not limited to, calculating, comparing\nand sequencing) from, into and between the twentieth and twenty-first centuries,\nbetween the years 1999 and 2000 and during a leap year and that the products and\nservices provided by Lynx will operate during each such time period without\nerror or detraction of functionality or performance relating to date data.\n\nIn the event that the Software Tools or ODE is not Year 2000 Ready, Lynx will\nprovide to Licensee an appropriate enhancement (at no extra cost) for the\naffected Lynx product as described in the Priority Software Support Agreement\neffective June 8, 1999 by and between the parties. Lynx's subsequent releases of\nthe affected Lynx product will also include the enhancement.\n\nLynx further represents and warrants that, if applicable:\na) that the Software Tools and ODE will not abnormally end or provide invalid\n or incorrect results as a result of date data, specifically including date\n data, which represents or references different centuries or more than one\n century;\nb) that the Software Tools and ODE have been designed to ensure Year 2000\n compatibility, including, but not limited, to date data century\n recognition, calculations, which accommodate same century and multi-century\n formulas an date values, and date data interface values that reflect the\n century.\nc) that the Software Tools and ODE will manage and manipulate data involving\n dates, including single century \n\n\n\n 4\n\n \n formulas, multi-century formulas and leap year, and will not cause an\n abnormally ending scenario within the application or generate incorrect\n values or invalid results involving such dates.\n\nd) that the Software Tools and ODE provide all date-related interface\n functionalities and data fields including the century indication.\n\n\n7. TERM AND TERMINATION\n --------------------\n\n 7.1 Term. This Agreement shall become effective upon the Effective Date\n ---- \nand shall remain in effect for a term of [*] ([*]) years, whereupon this\nAgreement shall terminate without notice unless the parties agree in writing to\nextend the term of this Agreement prior to such expiration.\n\n 7.2 Termination. This Agreement may be terminated by either party upon\n ----------- \nwritten notice if the other party (i) Breaches any term or condition of this\nAgreement and fails to remedy the breach within sixty (60) days (or within such\nother time as the parties may agree) after being given notice thereof; (ii)\nbecomes the subject of any voluntary or involuntary proceeding under the U.S.\nBankruptcy Code or state insolvency proceeding and such proceeding is not\nterminated within sixty (60) days of its commencement, (iii) ceases to be\nactively engaged in business. Additionally, Licensee shall have the right to\nterminate this Agreement upon ninety (90) days written notice to Lynx.\n\n 7.3 Effect of Termination. Should this Agreement expire or be terminated \n --------------------- \nfor any reason,\n\n (a) the licenses granted to Licensee hereunder shall terminate\nprovided that Licensee may continue to distribute Binary Distributables as part\nof those Derivative Products in production upon the expiration of this Agreement\n(but not including new models, upgrades, line extensions, updates or any new\nproducts of any kind) for so long as such Derivative Products are supported by\nLicensee. Such right shall terminate with respect to each Derivative Product\nupon Licensee's discontinuation or replacement of each such Derivative Product\nin distribution upon expiration of this Agreement;\n\n (b) end users sublicensed hereunder shall be permitted continued use\nof the Derivative Product according to the terms of their sublicense agreements;\n\n (c) all distribution agreements with Sub distributors shall terminate\nconcurrent with termination of this Agreement; and\n\n (d) Licensee shall promptly return or destroy all copies of the\nSource Code, Software Tools and ODE, including those in the possession of\nLicensee's Sub distributors, provided that Licensee may retain a reasonable\nnumber of copies of Source Code, Software Tools and ODE for use in supporting\nDerivative Products pursuant to (a) above.\n\n 7.4 Survival of Certain Terms. The provisions of Sections 3, 4, 5, 6, 7, \n ------------------------- \n9, 10, 11, and 12 will survive the termination of this Agreement for any reason.\nIn addition, termination of this Agreement shall not release Licensee from its\nliability to pay to Lynx any royalties which shall have accrued to Lynx at the\ntime such termination becomes effective, or which accrue to Lynx after the\nnotice of termination is given. All other rights and obligations of the parties\nwill cease upon termination of this Agreement.\n\n8. TRADEMARK LICENSE\n -----------------\n\n 8.1 Use. During the term of this Agreement, Licensee shall have the right \n --- \nto indicate to the public that it utilizes the Binary Distributables in its\ncomputer hardware, and to advertise such utilization under the trademarks,\nmarks, and trade names that Lynx may adopt from time to time (\"Lynx's\nTrademarks\"). Licensee shall reproduce any of Lynx's Trademarks marked in or on\nthe Binary Distributables on each copy made by Licensee. Nothing herein shall\ngrant to Licensee any right, title or interest in Lynx's Trademarks, and\nLicensee shall have no right to sublicense the rights to use Lynx's trademarks\nto Sub distributors or another third party. At no time during or after the term\nof this Agreement shall Licensee challenge or assist others to challenge Lynx's\nTrademarks existing as of the Effective Date.\n\n 8.2 Approval of Representations. All representations of Lynx's Trademarks \n --------------------------- \nthat Licensee intends to use shall first be submitted to \n\n\n[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY \nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO \nTHE OMITTED PORTIONS.\n\n 5\n\n \nLynx for approval (which shall not be unreasonably withheld) of design, color,\nand other details or shall be exact copies of those used by Lynx. Lynx agrees to\napprove or disapprove of any representation of Lynx's Trademarks within fifteen\n(15) business days of receipt of samples of such representation, provided\nfailure of Lynx to respond within such fifteen (15) business day period shall be\ndetermined an approval. Licensee may not use any representation of Lynx's\nTrademarks unless they have been so approved by Lynx and only as approved by\nLynx. If any of Lynx's Trademarks are to be used in conjunction with another\ntrademark on or in relation to the Licensee Products, then Lynx's mark shall be\npresented equally legibly and equally prominently, but nevertheless separated\nfrom the other so that each appears to be a mark in its own right, distinct from\nthe other mark.\n\n9. INDEMNIFICATION\n ---------------\nLynx hereby agrees to indemnify and hold harmless Licensee, its affiliates and\ntheir respective successors and assigns, and its and their respective directors,\nofficers, agents and employees, from and against any and all direct damages and\nreasonable attorneys' fees and costs and expenses incident thereto to the extent\nsuch direct damages arise from (a) any defect in the design, workmanship or\nmaterial of any Source Code, Software Tools and ODE delivered by Lynx to\nLicensee hereunder that was not caused by Licensee's modifications to the Source\nCode, Software Tools and ODE, and\/or (b) any negligence (whether active or\npassive) or willful misconduct of Lynx, its contractors of any tier or its or\ntheir directors, officers, agents, or employees up to $1 Million maximum, of\ndirect damages. In addition, Lynx shall indemnify and hold harmless Licensee,\nits affiliates and their respective successors and assigns, and its and their\nrespective directors, officers, agents and employees, except for sole negligence\nof Licensee, its directors, officers, agents and employees, from and against any\nand all indirect, consequential, special and other damages (other than direct\ndamages), claims, liabilities, losses, causes of action and judgments brought by\nany person, corporation, governmental entity or other entity not a party to this\nAgreement, whether arising from injury or death to persons or loss or damage to\nproperty or otherwise, up to the maximum value of all payments made under this\nAgreement. This indemnity shall survive the termination or expiration of this\nAgreement for a period of five (5) years.\n\n10. MAINTENANCE\n -----------\n\n Any obligation Lynx may have to provide support, updates or maintenance to\nthe Licensee shall be pursuant to a separate Support Agreement between the\nparties. Licensee shall have the sole obligation to support all Derivative\nProduct(s) distributed by Licensee.\n\n11. INTELLECTUAL PROPERTY INFRINGEMENT INDEMNITY\n ---------------------------------------------\n\n 11.1 Indemnity. Lynx hereby indemnifies Licensee, its successors, assigns,\n --------- \nagents, customers, and users of the articles against all loss, damage, or\nliability, including costs and expenses, including attorneys' fees, which may be\nincurred on account of any suit, claim, judgment, or demand involving\ninfringement or alleged infringement of any copyright, trademark, patent, trade\nsecret or any other intellectual property rights in the manufacture, use, or\ndisposition of any articles supplied hereunder in any form or media provided\nthat Licensee provides Lynx with (i) prompt written notice of such claim or\naction, (ii) control and authority over the defense or settlement of such claim\nor action, provided that Licensee may offer assistance in connection therewith\nat Licensee's cost, and (iii) full information and reasonable assistance to\ndefend and\/or settle any such claim or action. In addition to the remedies for\nindemnification stated above, if a temporary or final injunction is entered, or\nLynx believes, in its sole discretion, is likely to be entered prohibiting\nLicensee from exercising its right to use the Source Code, Software Tools and\nODE granted hereunder, Lynx, at its sole option and expense, may either (a)\nprocure for Licensee the right to use and distribute the Source Code, Software\nTools and ODE as provided herein, (b) replace the Source Code, Software Tools\nand ODE with other non-infringing products; (c) suitably modify the Source Code,\nSoftware Tools and ODE so that it is not infringing; or (d) accept return of the\nSource Code, Software Tools and ODE and refund the amortized value of such\nSource Code, Software Tools and ODE to Licensee. Lynx will use its commercially\nreasonable efforts to resolve any such claims by executing subsections a, b and\nc above and subsection d shall be the resolution of last resort. Notwithstanding\nthe foregoing, Lynx shall have no liability pursuant\n\n 6\n\n \nto this Section 11.1 for any cost or expense incurred by Licensee prior to\nLynx's assumption of control and authority of the investigation and defense of\nsuch suit, claim or demand as set forth above.\n\n 11.2 Limitations. Notwithstanding the provisions of Section 11.1 above,\n ----------- \nLynx assumes no liability for infringement claims arising from (i) combination\nof the Source Code, Software Tools or ODE with other products not provided by\nLynx, or (ii) the modification of the Source Code, Software Tools or ODE unless\nsuch modification was made by Lynx.\n\n 11.3 Disclaimer. THE FOREGOING PROVISIONS OF THIS SECTION 11 STATES THE\n ---------- \nENTIRE LIABILITY AND OBLIGATIONS OF LYNX AND THE EXCLUSIVE REMEDY OF LICENSEE,\nWITH RESPECT TO ANY ALLEGED OR ACTUAL INFRINGEMENT BY THE SOURCE CODE, SOFTWARE\nTOOL OR ODE OF ANY PATENT, COPYRIGHT, TRADE SECRET, TRADEMARK OR OTHER\nINTELLECTUAL PROPERTY RIGHT.\n\n12. GENERAL PROVISIONS\n ------------------\n\n 12.1 Independent Contractors. The relationship of Lynx and Licensee\n ----------------------- \nestablished by this Agreement is that of independent contractors, and nothing\ncontained in this Agreement shall be construed to constitute the parties as\npartners, joint venturers, co-owners or otherwise as participants in a joint or\ncommon undertaking. All financial obligations associated with each party's\nbusiness are the sole responsibility of that party. All sales and other\nagreements between Licensee and its customers are Licensee's exclusive\nresponsibility and shall not affect Lynx's obligations under this Agreement.\nEach party, pursuant to this subsection shall be solely responsible for, and\nshall indemnify, defend, and hold the other harmless of any costs, liabilities\nand expenses against all claims, damages, and lawsuits arising from the acts and\nomissions of the other, its employees, servants, agents or any of them.\n\n 12.2 Governing Law. This Agreement shall be interpreted and governed by\n ------------- \nthe laws of the State of California, without reference to conflict of laws\nprinciples, but including the provisions of the Uniform Commercial Code of\nCalifornia. This Agreement specifically excludes the provisions of the 1980\nUnited Nations Convention on Contracts for the International Sale of Goods and\nthe U. N. Convention on the Limitation Period in the International Sale of\nGoods, as amended by Protocol.\n\n 12.3 Jurisdiction. For any disputes arising out of this Agreement the\n ------------ \nparties consent to the personal and exclusive jurisdiction of, and venue in, the\nstate or federal courts within Los Angeles County, California.\n\n 12.4 Modification. No modification to this Agreement, nor any waiver of\n ------------ \nany rights, shall be effective unless assented to in writing signed by the\nparties.\n\n 12.5 Assignment. This Agreement and any rights and obligations provided\n ---------- \nhereunder are not assignable without the prior written consent of the other. Any\nattempt at assignment without such consent shall be invalid and of no force and\neffect. In the case of any permitted assignment or transfer of or under this\nAgreement, this Agreement or the relevant provisions shall be binding upon, and\ninure to the benefit of, the successors, executors, heirs, representatives,\nadministrators, and assigns of the parties hereto.\n\n 12.6 Governmental Consent. Licensee represents and warrants that no\n --------------------\nconsent, approval or authorization of or designation, declaration or filing with\nany governmental authority is required in connection with the valid execution of\nthis Agreement.\n\n 12.7 Compliance with U.S. Export and Re-export Controls. The parties and\n -------------------------------------------------- \ntheir agents and employees shall not disclose, transfer, export, or re-export,\ndirectly or indirectly, item or information provided to it by the other party\n(or direct products thereof) provided under this Agreement to any destination,\nend user, or end use prohibited under the U.S. Export Administration Regulations\nor any other applicable export control laws, without the prior written approval\nof the U.S. Department of Commerce or other relevant agency. Lynx shall be\nresponsible for obtaining the required export licenses or other approvals from\nthe government of the country of the country of origin for items it is\nresponsible for delivering under this\n\n\n\n\n 7\n\n \nAgreement. This clause shall survive termination or lapse of the Agreement.\n\n 12.8 U.S. Government Restricted Rights. The Source Code, Software Tools\n ---------------------------------- \nand ODE are provided with RESTRICTED RIGHTS. Use, duplication or disclosure of\nthe Software and accompanying documentation by the Government is subject to\nrestrictions as set forth in subparagraph (c)(1)(ii) of the Rights clause in\nTechnical Data and Computer Software clause at DFARS 252.227-7013 or in\nsubparagraphs (c)(1) and (2) of the Commercial Computer Software -- Restricted\nRights at 48 CFR 52.227-19, as applicable. Contractor\/ Manufacturer is Lynx\nReal-Time Systems, Inc., 2239 Samaritan Drive, San Jose, California 95124.\n\n 12.9 Severability. If any provision of this Agreement is held to be\n ------------ \ninvalid by a court of competent jurisdiction, then the remaining provisions will\nnevertheless remain in full force and effect. The parties agree to re-negotiate\nin good faith any term held invalid and to be bound by the mutually agreed\nsubstitute provision.\n\n 12.10 No Waiver. Any and all failures, delays, or forbearances of either\n --------- \nparty in insisting upon or enforcing at any time or times any of the provisions\nof this Agreement, or to exercise any rights or remedies under this Agreement,\nshall not be construed as a waiver or relinquishment of any such provisions,\nrights or remedies in those or any other instances; rather, the same shall be\nand remain in full force and effect. A waiver of a breach of any provision\nhereof shall not constitute a waiver of any other breach.\n\n 12.11 Notices. Any notices required to be given under this Agreement\n -------\nshall be in writing and addressed to the respective party at the address shown\nbelow or such other address as may be provided by each party from time-to-time.\nNotices shall be effective when received and shall be sent by certified or\nregistered mail, return receipt requested, by electronic means when acknowledged\nby the receiving party or by overnight courier.\n\nRockwell Collins, Inc.\n400 Collins Road, NE,\nCedar Rapids, IA 52498\nAttn: Subcontracts Manager\n\nLynx Real-Time Systems, Inc.\n2239 Samaritan Drive\nSan Jose, CA 95124\nAttn: Contract Administration Manager\n\n 12.12 Dispute Resolution The parties will attempt to settle any claim or\n ------------------ \ncontroversy arising out of this Agreement through good faith negotiations and\nmutual cooperation. If those attempts fail, then the dispute will be first\nsubmitted to a mutually acceptable neutral advisor for mediation. Neither party\nmay unreasonably withhold acceptance of such an advisor, and selection of the\nadvisor shall be made within forty-five (45) days after written notice by one\nparty demanding such resolution. The cost of such mediation shall be shared\nequally by both parties. Any dispute, which cannot be resolved between the\nparties within one hundred eighty (180) days of the date of the initial demand\nby either party for such mediation, shall be finally determined by the courts.\nThe use of such a procedure shall not be construed to affect adversely the\nrights of either party under the doctrines of laches, waiver or estoppel.\nNothing in this paragraph shall prevent either party from resorting to judicial\nproceedings if: (A) good faith efforts to resolve a dispute under these\nprocedures have been unsuccessful; or (B) interim resort to a court is necessary\nto prevent serious and irreparable injury to a party or to others. This section\nshall not apply to claims or disputes relating to intellectual property rights.\n\n 12.13 Rights and Remedies The rights and remedies provided both parties\n ------------------- \npursuant to this Agreement shall be cumulative and in addition to any other\nrights and remedies provided by law or equity. A waiver of a breach of any\nprovision hereof shall not constitute a waiver of any other breach.\n\n 12.14 Compliance with Laws Both parties warrant that it will comply with\n -------------------- \nall federal, state, and local laws, including, but not limited to, any statute,\nrule, regulation, judgment, decree, order or permit applicable to their\nperformance under this Agreement\n\n 12.15 Release of News Information and Advertising Except as permitted\n ------------------------------------------- \nunder this Agreement, neither party shall, without the prior written consent of\nthe other party: (a) make any news release, public announcement, denial or\nconfirmation of all or any part of the subject matter of this Agreement, or (b)\nin any manner\n\n\n\n 8\n\n \nadvertise or publish the fact that the parties have entered into this Agreement.\n\n 12.16 Gratuities Seller warrants that neither it nor any of its\n ---------- \nemployees, agents or representatives has offered or given any gratuities to\nBuyer's employees, agents or representatives with a view toward securing this\nAgreement or securing favorable treatment with respect thereto.\n\n 12.17 Entire Agreement. This Agreement, constitutes the entire and\n ---------------- \nexclusive Agreement between the parties hereto with respect to the subject\nmatter hereof and supersedes and cancels all previous registrations, agreements,\ncommitments and writings in respect of the subject matter hereof.\n\nLYNX REAL-TIME SYSTEMS, INC.\n\nBy: \/s\/ Bhupi Singh\n ---------------------------\n\nPrint Name: Bhupi Singh\n -------------------\n\nTitle: V.P. Finance and CFO\n ------------------------\n\nDate: 6\/9\/99\n ------------------------\n\n\nROCKWELL COLLINS, INC.\n\nBy: \/s\/ Cynthia A. Shaw\n ---------------------------\n\nPrint Name: Cynthia A. Shaw\n -------------------\n\nTitle: Subcontract Specialist\n ------------------------\n\nDate: June 8, 1999\n ------------------------ \n\n\n\n 9\n\n \n EXHIBIT A\n\n SOURCE CODE SOFTWARE LICENSE & DERIVATIVE PRODUCT DISTRIBUTION \n EXHIBIT\n________________________________________________________________________________\n\nThis Exhibit A is attached to, made part of and governed by the SOFTWARE\nLICENSING AGREEMENT SOURCE CODE LICENSE AND DERIVATIVE PRODUCT DISTRIBUTION\neffective June 8, 1999 by and between Lynx Real-Time Systems, Inc., a California\ncorporation with principal offices at 2239 Samaritan Drive, San Jose, CA 95124\n(\"Lynx\"), and Rockwell Collins, Incorporated, a Delaware corporation, with\noffices at 400 Collins Road, NE, Cedar Rapids, IA 52498 (\"Licensee\").\n\nLicense. Subject to the terms and conditions of this Agreement, Lynx hereby\n-------- \ngrants to Licensee a nontransferable, world-wide and non-exclusive license to:\n 1) use the Source Code, Software Tools and ODE for internal development\npurposes;\n\n 2) modify and prepare Derivative Products from the Binary Distributables;\n\n 3) produce copies of the Binary Distributables and to use and distribute\ncopies of the Binary Distributables in accordance with this Agreement. Licensee\nmay create a Derivative Product for resale, internal use and\/or distribution,\nsubject to the payment of royalties and the other terms and conditions hereof.\n\nLicensee may:\n a. have up to the number of simultaneous users as the number of copies\n licensed for each product: the Source Code, Software Tools and ODE;\n b. make one (1) copy of the Software Tools and ODE in machine readable form\n and one (1) copy of the Source Code for backup purposes, provided that\n Licensee reproduces all proprietary notices on the copy; and\n c. physically transfer the Source Code, Software Tools and ODE from one\n computer to another, provided that the Source Code, Software Tools and ODE\n are used, simultaneously, by no more than the number of users licensed for\n each product and pursuant to the restrictions described in the Source Code\n License Restrictions section of Exhibit B.\n\nAny purchase order providing for the purchase of Source Code, Software Tools or\nODE shall reference this Software License and Derivative Product Distribution\nAgreement on its face.\n\nLicensee is authorized to grant sublicenses to end-users for the use of\nDerivative Products, provided that each sub-licensee enters into a written\nagreement (\"Sublicense Agreement\") which contains provisions no more broad than\nthose set forth in Exhibit C hereto.\n\nLicensee may grant to a third party (\"Distributor\") a right to make and\/or\nsublicense copies of the Derivative Products provided that each Distributor\nenters into a written agreement (\"Distributor Agreement\") which includes terms\nand conditions no more broad than those set forth in Exhibit C hereto.\n\nLicensee shall use its best efforts to enforce the agreements with Distributors\nand customers specified in this Sub-licensing Agreement.\n\nLicense Fee. Licensee agrees to pay the Source Code, Software Tools and ODE\n----------- \nlicense fees as defined in Exhibit B. There is no initial license fee for re-\ndistribution of Derivative Products.\n\nRoyalties. In consideration of the rights granted Licensee hereunder, for each\n--------- \ncopy of the Binary Distributables used, sold or distributed by Licensee or its\nDistributors, Licensee shall pay Lynx a per copy royalty as set forth in Exhibit\nB attached hereto. Royalties due on copies of a Derivative Product distributed\nthrough Sub-distributors shall be due upon transfer of the Derivative Product by\nLicensee to the Sub-distributor.\n\nThird Party Contractors. Licensee may appoint a third party contractor\n------------------------ \n(\"Contractor\") to assist Licensee in Licensee's modification of the Source Code,\nSoftware Tools or ODE as authorized hereunder; provided that any such\nContractor's access to and use of the Source Code, Software Tools and ODE shall\nonly be permitted pursuant to a signed written agreement between Licensee and\nsuch Contractor granting such Contractor rights no broader than those granted\nLicensee in this Agreement and\n\n\n 10\n\n \nincluding provisions incorporating the additional requirements set forth below:\n\n(a) Any claim, demand or right of action arising on behalf of a Contractor from\nfurnishing to it or use by it of Source Code, Software Tools and ODE shall be\nsolely against Licensee. This provision in no way restricts any rights Licensee\nmay have against Lynx pursuant to this Agreement, under law or in equity.\n\n(b) Contractor may not retain any copy of the Source Code, Software Tools and\nODE or any modification or derivative work thereof and, upon completion of the\nproject for which Contractor was permitted access to the Source Code, Software\nTools and ODE or termination of this Agreement, then (i) all copies of Source\nCode, Software Tools and ODE furnished to such Contractor or made by such\nContractor and (ii) all copies of any modifications or derivative works made by\nsuch Contractor based on such Source Code, Software Tools and ODE shall be\nreturned to Licensee or destroyed including any copies stored in any computer\nmemory or storage medium. A written document executed by an authorized\nrepresentative of Licensee shall be provided to Lynx certifying that the\nContractor has returned or destroyed all copies of the Source Code, Software\nTools and ODE in its possession or control.\n\n(c) Unless Contractor obtains a license for the Source Code, Software Tools and\nODE from Lynx, Contractor may not acquire any ownership interest in any\nmodification or derivative work prepared by such Contractor based upon or using\nSource Code, Software Tools and ODE licensed to Licensee under this Agreement.\n\nModifications. Modifications made by Licensee shall be the property of\n-------------- \nLicensee; subject in each case to Lynx's ownership of the Source Code, Software\nTools and ODE provided; however, that any portion of the Source Code, Software\nTools and ODE included in the Derivative Products remains subject to the\nprovisions of this Agreement, and shall bear the proprietary notice set forth in\nExhibit E.\n\nReservation. Lynx reserves all rights and licenses not expressly granted to\n------------ \nLicensee.\n\nADDITIONAL OBLIGATIONS:\n-----------------------\n\nDelivery. Within fifteen (15) days after Lynx receives the purchase order for\n--------- \nthe Source Code, Software Tools and ODE specified in Exhibit B, Lynx will\nfurnish to Licensee one (1) copy of such Source Code, Software Tools and ODE in\nthe media identified in Exhibit B.\n\n\n 11\n\n \n EXHIBIT B\n\n PRODUCT LIST & PRICING SCHEDULE\n -------------------------------\n\nThis Exhibit B is attached to, made part of and governed by the SOFTWARE\nLICENSING AGREEMENT SOURCE CODE LICENSE AND DERIVATIVE PRODUCT DISTRIBUTION\neffective June 8, 1999 by and between Lynx Real-Time Systems, Inc., a California\ncorporation with principal offices at 2239 Samaritan Drive, San Jose, CA 95124\n(\"Lynx\"), and Rockwell Collins, Incorporated, a Delaware corporation, with\noffices at 400 Collins Road, NE, Cedar Rapids, IA 52498 (\"Licensee\").\n\n\n Source Code Pricing\n\n The source product includes only the source, documentation, source media,\n and support material. Cygnus and other Free Software Foundation source code\n can be provided at no charge in accordance with the GNU licensing\n agreement. Cygnus and other Free Software Foundation source code is not\n licensed to Licensee under this Agreement.\n\n<\/pre>\n
\n\n ————————————————————————————————————
\n Lynx Source Code Products
\n ————————————————————————————————————
\n Product Number Software Package Description Single Copy
\n ===========================================================================================================-
\n
\n A-OSS-PPC-301 LynxOS 3.0.1 Development Operating System Source Code $[*]
\n —————————————————–
\n Includes the source for the PowerPC; also includes
\n test suites, electronic (FrameMaker) versions of the
\n LynxOS documentation, and media. PowerPC contains the
\n following board support packages CT1, CT2, FP1, MB1,
\n MC1, MP1, MP2.
\n ————————————————————————————————————
\n A-NFF-PPC-301 NFS Client and Server Source Code $[*]
\n ———————————
\n Includes documentation, and media
\n ————————————————————————————————————
\n<\/c><\/c><\/s><\/caption>\n<\/table>\n Note 1: Cpu refers to x86, PPC, 68K, or USP
\n Note 2: All prices are F.O.B San Jose, California.
\n Note 3: Source for CBSP boards is not available
\n Note 4: For software products use IDACR 3 and for support products use
\n IDACR 0.<\/p>\n
Source Code License Restrictions<\/p>\n
Each source code license comes with the following restrictions:<\/p>\n
. Each source code license is limited to a specific project
\n . Each source code license is limited to a single copy and to a single CPU
\n . Source code licenses are tied to a specific LynOS product version
\n release
\n . Source code licenses are not transferable to other projects within a
\n customer’s organization or to other organizations<\/p>\n
[*]=CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
\nTHE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
\nOMITTED PORTIONS.<\/p>\n
12<\/p>\n
Production and Prototype Licensing
\n———————————-<\/p>\n
Run-Time configuration
\n Each run-time license comes with the following restrictions:
\n. Each run-time license is limited to a single copy for a specified hardware
\n platform.<\/p>\n
Run-time Pricing for LynxOS is based on the kernel configuration. Additional
\n RTOS components may incur an additional run-time license fee. The table below
\n lists the royalty bearing components and the LynxOS Kernel configurations on
\n which they are supported. The next to the last alpha-numeric set of digits in
\n the model number is the target processor reference, i.e., either ppc for
\n Power PC (601, 603, 603e, 604, 604r, 750, 760, PowerQUICC MPC860 and MPC821)
\n or x86 for the Intel x86 processor family.<\/p>\n
Production Pricing
\nThe following table describes the Licensee’s corporate-wide LynxOS Run-Time
\npricing. Note that the following conditions apply:<\/p>\n
1. The “per unit” pricing presented is based on a single blanket purchase
\n order.
\n2. The volume commitment is over a ten (10) year period, commencing upon the
\n initial production shipment of any product using a LynxOS.
\n3. Individual projects or groups of projects that can aggregate volumes
\n together and make a commitment on one blanket purchase order may take
\n advantage of the higher volume pricing for those projects.
\n4. The pricing schedule below for Run-Time licenses will be firm for ten
\n (10) years from the date of the initial Licensee production shipment of any
\n LynxOS Run-Time kernel.<\/p>\n
\n\nRockwell Collins, Inc. LynxOS Run-Time
\n————————————————————————————————————
\n Volume To [*] [*] to [*]
\n————————————————————————————————————-
\n
\nModel Number Description Per Unit Royalty Per Unit Royalty
\n————————————————————————————————————-
\nL-K5-PPC-301 POSIX Plus w\/NFS C\/S $[*] $[*]
\n————————————————————————————————————-
\n<\/c><\/c><\/c><\/s><\/caption>\n<\/table>\nNote: POSIX Plus w\/NFS C\/S is sufficient for a production system requiring a
\nread\/write file system, but not a shell nor the shell utilities, the NFS C\/S
\nallows LynxOS the ability to perform either client or server accesses to remote
\nsystems via a network.<\/p>\n
[*]
\n—
\nLynx Real-Time Systems will supply a quantity of [*] licenses to Rockwell
\nCollins at the agreed upon [*]. These licenses can be [*] to [*] licenses [*]
\nfor revenue and will [*] towards the Volume.<\/p>\n
LynxOS Tools
\n————<\/p>\n
The LynxOS Open Development Environment (ODE) includes LynxOS, X-Windows and
\nMotif, a cross development kit (one of SunOS 4.1.x\/5.x, AIX 4.1, or Windows95\/NT
\n4.0) PosixWorks Desk, documentation and media.<\/p>\n
Licensee can license additional LynxOS Open Development Environment Licenses, in
\nsingle license quantities, based on pricing established below.<\/p>\n
Note that the Open Development Environment is limited to a single processor
\ntype.<\/p>\n
[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPERATELY
\nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
\nTHE OMITTED PORTIONS.<\/p>\n
13<\/p>\n
\n\n———————————————————————————————————-
\n Licenses Product Number Product Description Product Price
\n———————————————————————————————————–
\n
\n 1 A-ODEW-FP14-301 LynxOS Open Development Environment $[*]
\n———————————————————————————————————–
\n———————————————————————————————————–
\n<\/c><\/c><\/c><\/s><\/caption>\n<\/table>\n TotalView<\/p>\n
The TotalView Debugger supports the x86, PowerPC, MBX860, 68K, and microSPARC
\nmicroprocessors. This product is available in native and cross development
\nversions. Both SunOS 4.1.x\/5.x and AIX 4.1 are supported for cross development.
\nThis product includes TotalView, documentation and media. Licensee can license
\nadditional TotalView Licenses, in single license quantities, based on pricing
\nestablished below.<\/p>\n
\n\n———————————————————————————————————-
\n Licenses Product Number Product Description Product Price
\n———————————————————————————————————-
\n
\n 1 A-TVN-PPC4-301 TotalView $[*]
\n———————————————————————————————————-
\n<\/c><\/c><\/c><\/s><\/caption>\n<\/table>\n TimeScan<\/p>\n
TimeScan is an event-based tracing and performance analysis tool. It supports
\nmultiprocess multithreaded and multiprocessor applications with event logging at
\na microsecond or better resolution. This product includes TimeScan,
\ndocumentation and media. Licensee can license TimeScan, in single license
\nquantities, based on pricing established below.<\/p>\n
\n\n———————————————————————————————————-
\n Licenses Product Number Product Description Product Price
\n———————————————————————————————————-
\n
\n 1 A-TSN-PPC4-301 TimeScan $[*]
\n———————————————————————————————————-
\n<\/c><\/c><\/c><\/s><\/caption>\n<\/table>\n Insure++<\/p>\n
LynxInsure++ supports the x86 and PowerPC microprocessors. This product is
\navailable in a native development version only. This product includes
\nLynxInsure++ software, documentation, and media. Licensee can license
\nLynxInsure++, in single license quantities, based on pricing established below.<\/p>\n
\n\n———————————————————————————————————-
\n Licenses Product Number Product Description Product Price
\n———————————————————————————————————-
\n
\n 1 A-LIP-PPCD-301 LynxInsure++ $[*]
\n———————————————————————————————————-
\n<\/c><\/c><\/c><\/s><\/caption>\n<\/table>\n[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPERATELY
\nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
\nTHE OMITTED PORTIONS.<\/p>\n
14<\/p>\n
EXHIBIT C<\/p>\n
END-USER SUBLICENSE RESTRICTIONS
\n ——————————–<\/p>\n
This Exhibit C is attached to, made part of and governed by the SOFTWARE
\nLICENSING AGREEMENT SOURCE CODE LICENSE AND DERIVATIVE PRODUCT DISTRIBUTION
\neffective June 8, 1999 by and between Lynx Real-Time Systems, Inc., a California
\ncorporation with principal offices at 2239 Samaritan Drive, San Jose, CA 95124
\n(“Lynx”), and Rockwell Collins, Incorporated, a Delaware corporation, with
\noffices at 400 Collins Road, NE, Cedar Rapids, IA 52498 (“Licensee”).<\/p>\n
All end user sublicenses for the Binary Distributables and Derivative
\nProducts shall include provisions that are no more broad than the following:<\/p>\n
(1) only a worldwide, non-exclusive right to use the Binary
\nDistributables on or with a single designated Derivative Product is granted to
\nsuch end user;<\/p>\n
(2) Licensee or its supplier retains all title to the Binary
\nDistributables and Derivative Product, and all copies thereof, and no title to
\nthe Binary Distributables or Derivative Products, or any intellectual property
\nin the Binary Distributables or Derivative Products, is transferred to such end
\nuser;<\/p>\n
(3) the end user may not copy the Binary Distributables or Derivative
\nProducts, except for one (1) copy for backup or archival purposes only and only
\nas necessary to use the Binary Distributables on the designated Derivative
\nProduct, and that all such copies including documentation shall contain all
\ncopyright and other proprietary notices or legend of Licensee and its supplier;
\nand that no additional copies of the documentation may be made by the end user;<\/p>\n
(4) the end user agrees not to reverse assemble, decompile, or
\notherwise attempt to derive source code from the Binary Distributables or
\nDerivative Products;<\/p>\n
(5) the end user agrees to comply with all export and re-export
\nrestrictions and regulations of the Department of Commerce or other United
\nStates agency or authority, and not to transfer, or authorize the transfer, of
\nthe Binary Distributables or Derivative Products to a prohibited country or
\notherwise in violation of any such restrictions or regulations;<\/p>\n
(6) the end user agrees not to separate any Java(R) technology from
\nthe Binary Distributables or Derivative Products or use the Java(R) technology
\nexcept in connection with the Binary Distributables or Derivative Products.<\/p>\n
(7) the end user may transfer the Binary Distributables to a
\ntransferee in connection with the transfer of the designated Derivative Product
\nin which it is incorporated, and such transfer is subject to the restrictions
\ncontained herein;<\/p>\n
(8) Although the Binary Distributables and Derivative Products are or
\nmay be copyrighted, they are or may be unpublished and contain proprietary and
\nconfidential information of Licensee and its supplier and is considered by
\nLicensee and its supplier to contain trade secrets, and the end user shall agree
\nto hold the Binary Distributables and Derivative Products in confidence.
\nWithout limiting the foregoing, the end user shall agree to protect the Binary
\nDistributables and Derivative Products at least to the same extent that the end
\nuser protects its own similar confidential information and to take all
\nreasonable precautions to safeguard the confidentiality of such Binary
\nDistributables and Derivative Products. The end user shall further agree not to
\nuse the Binary Distributables or Derivative Products to develop competitive
\nsystems or derivative products, or for any other purpose except the operation of
\nthe designated Derivative Product; and<\/p>\n
(9) NEITHER THE LICENSEE NOR THE LICENSEE’S SUPPLIER SHALL BE LIABLE
\nTO THE END USER FOR ANY GENERAL, SPECIAL, DIRECT, INDIRECT, CONSEQUENTIAL,
\nINCIDENTAL, OR OTHER DAMAGES ARISING OUT OF THE SUBLICENSE OF THE BINARY
\nDISTRIBUTABLES OR DERIVATIVE PRODUCTS. <\/p>\n
15<\/p>\n
EXHIBIT D<\/p>\n
SOURCE CODE LICENSED USERS
\n ————————–<\/p>\n
This Exhibit D is attached to, made part of and governed by the SOFTWARE
\nLICENSING AGREEMENT SOURCE CODE LICENSE AND DERIVATIVE PRODUCT DISTRIBUTION
\neffective June 8, 1999 by and between Lynx Real-Time Systems, Inc., a California
\ncorporation with principal offices at 2239 Samaritan Drive, San Jose, CA 95124
\n(“Lynx”), and Rockwell Collins, Incorporated, a Delaware corporation, with
\noffices at 400 Collins Road, NE, Cedar Rapids, IA 52498 (“Licensee”).<\/p>\n
LICENSED USERS: 1
\n ———<\/p>\n
SOFTWARE DESCRIPTION: LynxOS 3.0.1 Development Operating System Source Code
\n ——————————————————<\/p>\n
SERIAL NUMBERS: 77797
\n ————————————<\/p>\n
LICENSED USERS: 1
\n ———<\/p>\n
SOFTWARE DESCRIPTION: NFS Client and Server Source Code
\n ———————————-<\/p>\n
SERIAL NUMBERS: 77798
\n ————————————<\/p>\n
16<\/p>\n
EXHIBIT E<\/p>\n
PROPRIETARY NOTICE
\n ——————<\/p>\n
This Exhibit E is attached to, made party of and governed by the SOFTWARE
\nLICENSING AGREEMENT SOURCE CODE LICENSE AND DERIVATIVE PRODUCT DISTRIBUTION
\neffective June 8, 1999 by and between Lynx Real-Time Systems, Inc., a California
\ncorporation with principal offices at 2239 Samaritan Drive, San Jose, CA 95124
\n(“Lynx”), and Rockwell Collins, Incorporated, a Delaware corporation, with
\noffices at 400 Collins Road, NE, Cedar Rapids, IA 52498 (“Licensee”).<\/p>\n
CONFIDENTIAL<\/p>\n
Licensee agrees to place the statutory copyright notice on the Derivative
\nProducts and Documentation at all locations specified below. This notice
\nconsists of the word “Copyright”, or the abbreviation “Copr.”, followed by the
\nsymbol C, in a circle, the year of the first public distribution of the
\nDerivative Products; and the copyright proprietor’s name. This notice of the
\nDerivative Products as of the date of this Agreement is:<\/p>\n
Copyright (c) 1991
\n Lynx Real-Time Systems, Inc.
\n All Rights Reserved<\/p>\n
The notice shall be applied to all tangible copies of the Derivative Products,
\nincluding all versions in human or machine readable form. It shall also be
\nincluded on labels applied to disks, magnetic tape, etc., embodying the
\nDerivative Products and their container. In addition, the operating system in
\neach computer will display the above notice whenever the display is first
\nactuated.<\/p>\n
The notice shall also be included on or near the first page of the
\nDocumentation.<\/p>\n
Licensee may add Licensee’s name in the copyright notice on any copy of the
\nDerivative Product or Documentation, which has been modified by Licensee.<\/p>\n
17<\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8098,8703],"corporate_contracts_industries":[9473,9510],"corporate_contracts_types":[9613,9616],"class_list":["post-42822","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-lynuxworks-inc","corporate_contracts_companies-rockwell-collins-inc","corporate_contracts_industries-aerospace__aircraft","corporate_contracts_industries-technology__programming","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\/42822","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=42822"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42822"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42822"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42822"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}