XILINX, INC.
CORE LICENSE AGREEMENTCAREFULLY READ THIS CORE LICENSE AGREEMENT (“AGREEMENT”). BY CLICKING THE“ACCEPT” OR “AGREE” BUTTON, OR OTHERWISE ACCESSING, DOWNLOADING, INSTALLING OR
USING THE LICENSED MATERIALS (DEFINED BELOW), YOU AGREE ON BEHALF OF LICENSEETO BE BOUND BY THIS AGREEMENT. “LICENSEE” MEANS THE CORPORATION OR OTHERLEGAL ENTITY (IDENTIFIED ABOVE) TO WHICH XILINX, INC., A DELAWARE CORPORATION WITH
AN OFFICE AT 2100 LOGIC DRIVE, SAN JOSE, CA 95124 (“XILINX”) HAS ISSUED THE LICENSE
DESCRIBED HEREIN. IF LICENSEE DOES NOT AGREE TO ALL OF THE TERMS AND CONDITIONS
OF THIS AGREEMENT, DO NOT CLICK THE “ACCEPT” OR “AGREE” BUTTON, AND DO NOTACCESS, DOWNLOAD, INSTALL OR USE THE LICENSED MATERIALS, AND IF LICENSEE HAS
ALREADY OBTAINED THE LICENSED MATERIALS FROM AN AUTHORIZED SOURCE, PROMPTLY
RETURN THE LICENSED MATERIALS FOR A REFUND. AS USED HEREIN, THE “EFFECTIVE DATE”
MEANS THE DATE ON WHICH LICENSEE CLICKS THE “ACCEPT” OR “AGREE” BUTTON(IDENTIFIED ABOVE) OR OTHERWISE ACCESSES, DOWNLOADS, INSTALLS OR USES THE
LICENSED MATERIALS, WHICHEVER OCCURS FIRST.

The parties agree as follows:1.
Product Exhibit; Order of Precedence. This Agreement incorporates Exhibit A below (the“Product Exhibit”). The Product Exhibit shall identify any terms or conditions that are applicable to the
Licensed Materials described therein that are additional to or different from Sections 1 through 12 of thisCore License Agreement, and in such case the terms and conditions of the Product Exhibit shallsupersede any conflicting provisions of this Core License Agreement solely for such Licensed
Materials. The terms or conditions of any purchase order or other document issued by Licensee inconnection with this Agreement shall be deemed invalid and have no force or effect to add to or modify
this Agreement.

2.

Definitions“Affiliate” means an entity which controls, is controlled by or is under common control with a party hereto;where “control” means that the controlling party directly or indirectly has the beneficial ownership of morethan fifty percent of the controlled entity’s shares or ownership interest giving the power to direct or cause
the direction of the general management of the controlled entity. An entity shall be an Affiliate only during
the time when such control exists.
“Authorization Codes” means any FLEXlm license key, license file, license manager, dongle or other key,code or information issued by (or on behalf of) Xilinx that is necessary to use the Licensed Materials.
“Authorized Site” means a single geographic location in which Licensee conducts business, with a radiusof no more than five (5) miles, which location is identified above.
“Bitstream” means a machine-executable, binary form of Licensee’s design used to program a Xilinx
Device.
“Error” means a repeatable failure of the Licensed Materials to substantially conform to the Specification
as published by Xilinx.
“Licensed Materials” means the Xilinx design files (also referred to as a “core”) and documentation as
further described in the Product Exhibit, and any Updates thereto as delivered by Xilinx to Licensee.
XILINX CONFIDENTIAL

“Specification” means the data sheet provided by Xilinx for use with the Licensed Materials.
“Updates” means, with respect to the Licensed Materials, the following as delivered by Xilinx to Licensee:(a) Error corrections developed by or for Xilinx; and (b) functional enhancements or other modifications
developed by or for Xilinx (which Xilinx in its sole discretion decides does not constitute a new product).
“Xilinx Device” means FPGA, PLD, SoC, configurable memory or other semiconductor devices that Xilinx
designs and sells directly or through one or more of Xilinx’s authorized distributors.

3.
License Grants. Subject to the terms and conditions of this Agreement, Xilinx hereby grants
Licensee the following nonexclusive, nontransferable licenses:
3.1
Use Rights: Licensee may internally reproduce and use the Licensed Materials for the sole
purpose of creating designs that are programmed into a Xilinx Device; and3.2
Distribution Rights: Licensee may reproduce and distribute the Licensed Materials, solely in
Bitstream form for use to program a Xilinx Device that operates in Licensee’s system-level hardware
products.
Licensee may allow any of its Affiliates to exercise the rights granted to Licensee above; provided
however, that Licensee shall be liable for any failure of Affiliates to the abide by the terms and conditionsof this Agreement as if such failure was the failure of Licensee.

4.

Restrictions.

4.1
Licensee shall not use the Licensed Materials for any purpose other than in compliance with
Section 3.1 (Use Rights), or allow use by any person outside the Authorized Site other than in compliancewith Section 3.2 (Distribution Rights).
4.2
Licensee shall not reproduce the Licensed Materials other than to the extent necessary for its
authorized use or distribution of the Licensed Materials (per Section 3 above), and for archival and backup purposes, provided always that Licensee will at all times and in each instance, reproduce all copyrightnotices and proprietary legends on each copy in the same manner as such notices and legends appearedon the original.
4.3
Licensee shall not distribute or provide Licensed Materials to a third party, other than incompliance with Section 3.2 (Distribution Rights).
4.4
Licensee shall not publish or disclose the results of any benchmarking of the Licensed
Materials, or use such results for its own competing development activities.
4.5
Licensee shall not decrypt, decompile, reverse-engineer, disassemble, or otherwise reduce to ahuman-perceivable form, the Licensed Materials.
4.6

Licensee shall not modify or alter the Licensed Materials.

4.7
Licensee shall not hypothecate, rent, lease, loan, lend, time-share, sublicense or otherwisetransfer the Licensed Materials.

5.

Payment; Taxes.
XILINX CONFIDENTIAL

5.1
Payment. For purchases made through Xilinx’s authorized distributor, this Section 5 (Payment;
Taxes) shall not apply. Xilinx shall invoice Licensee for the license fee identified by Xilinx to Licensee inconnection with this Agreement and any amounts set forth in a purchase order issued by Licensee forsupport renewals. Licensee shall pay such invoices in full thirty (30) days after the invoice date, without
any deduction, counterclaim or offset. Overdue amounts shall accrue interest at the rate of one and onehalf percent (1.5%) per month, or at the highest legal interest rate, if less. Notwithstanding the foregoing,
Xilinx may require pre-payment or other security, depending on a credit review by Xilinx of Licensee’s
payment history or changes in financial condition. If Licensee’s procedures require that an invoice besubmitted against a purchase order before payment can be made, Licensee will be responsible for
issuing such purchase order thirty (30) days before the payment due date. In cases where license fees
have been pre-paid and remain valid under a Xilinx Productivity Advantage (XPA) or similar arrangement,
the outstanding budget available to Licensee will be reduced by the amount of the license fee and any
amounts set forth in a purchase order issued by Licensee for support renewals.
5.2
Transfer Taxes. The amounts payable to Xilinx pursuant to this Agreement are exclusive ofany sales or use or other taxes or governmental charges. Licensee shall be responsible for payment of
all such taxes or charges, except for any taxes based solely on the net income of Xilinx. If applicable,
Licensee will provide Xilinx with valid certification of any exemption from tax or reduced rate of tax
imposed by any applicable taxing authority at the time of order.
5.3
Withholding Taxes. If Licensee is required by applicable law to apply withholding taxes,
Licensee shall provide Xilinx with advance notification of the requirement to apply such taxes and shalltake all allowable actions requested by Xilinx that will reduce the withholding tax liability regardingtransactions under this Agreement, including, but not limited to, applying on its own or on behalf of Xilinx
for reduced withholding rates, concessionary tax rates or other favorable tax treatment. Licensee shallcomply with applicable tax laws and regulations at its sole expense. Licensee will assist the efforts of
Xilinx to obtain allowable tax credits or deductions for withholding taxes by providing to Xilinx, in a form
acceptable to Licensee, original or certified copies of tax payments receipts or other evidence of paymentof taxes withheld by Licensee regarding payments made under this Agreement.

6.

Intellectual Property.

6.1
Ownership. Licensee acknowledges and agrees that all intellectual property and industrial
rights in and to the Licensed Materials and all copies thereof are and will remain the sole property of
Xilinx, or its licensors (if any). Nothing contained in this Agreement will be construed as conferring by
implication, estoppel or otherwise upon Licensee any license or other right except the licenses and rights
expressly granted to Licensee in Section 3 (License Grants). Licensee understands that portions of theLicensed Materials and related documentation may have been licensed to Xilinx from third parties andthat such third parties are intended third-party beneficiaries of the provisions of this Agreement. The
Licensed Materials are protected by laws and international treaty provisions covering intellectual property
and industrial rights.
6.2
Indemnification. Subject to the terms and conditions of this Agreement, Xilinx agrees todefend Licensee against third-party claims, actions, suits or proceedings (collectively, “Claims”), and topay damages that are awarded to such third party by a final court judgment or are agreed upon by Xilinx
in settlement thereof, and costs and expenses including reasonable attorneys’ fees incurred at therequest of Xilinx (collectively, “Damages”), to the extent caused by the Licensed Materials as delivered by
Xilinx infringing any third party patent or copyright, or containing any misappropriated trade secret;provided, however, that Licensee shall give Xilinx prompt written notice of any Claim, full authority to
defend and settle such Claim, and all reasonable assistance requested by Xilinx in regard thereto. Xilinx
shall not be obligated to defend Claims or pay Damages to the extent caused by: (a) any modification to
the Licensed Materials made by anyone other than Xilinx, (b) any combination of the Licensed Materials
with any other products, items, materials or technologies, (c) unauthorized use or distribution of theLicensed Materials, or use beyond the Specification for the Licensed Materials, (d) compliance withXILINX CONFIDENTIAL

Licensee’s specifications or requirements, (e) use or inclusion in the Licensed Materials of any Licenseesupplied products, items, materials or technologies, (f) conformance of the Licensed Materials to any
standard published by a standards organization or body, (g) circuitry or other functionality present in or
resulting from the overall design into which the Licensed Materials are incorporated, other than thecircuitry or functionality provided solely by the Licensed Materials in the form supplied to Licensee by
Xilinx, or (h) any claim made by a third party against Licensee alleging that the Licensed Materials
infringes any intellectual property right where such claim has been made in response to an initial claim by
Licensee or any of its Affiliates. Notwithstanding the foregoing, should any Licensed Materials become,or in Xilinx’s opinion be likely to become, the subject of any such Claim, Xilinx may, at its option: (1)procure for Licensee the right to continue using such Licensed Materials, (2) replace or modify such
Licensed Materials so that it becomes non-infringing, which shall extinguish Xilinx’s obligations
hereunder, or (3) if in Xilinx’s judgment neither of such alternatives is commercially reasonable, thenterminate this Agreement with respect to, and refund any sums paid hereunder (amortized on a five-year,
straight-line basis) for, the allegedly infringing Licensed Materials. Subject to Section 10 (Limitation of
Liability), the foregoing states the entire liability and obligation (express, statutory, implied or otherwise) of
Xilinx, and Licensee’s sole and exclusive remedy, with respect to claims of infringement of intellectual
property rights of any kind.

7.

Confidentiality.

7.1
Duties. Except as otherwise expressly permitted in Section 3 (License Grants), Licensee shall(a) maintain the confidentiality of the Licensed Materials as the proprietary trade secrets of Xilinx; and (b)not make the Licensed Materials available in any form to any person other than to its employees who are
working at the Authorized Site, who have a genuine “need to know” for purposes authorized by thisAgreement, and who are bound by obligations of confidentiality no less protective of Xilinx (and its
licensors, if any) than those contained herein. Licensee represents to Xilinx that it maintains a system ofconfidentiality consistent with commonly accepted practices to protect its own confidential businessinformation, including written agreements with employees, and that the Licensed Materials will beprotected by such a system to the same extent, but in no event with less than reasonable care. Licensee
agrees that a breach of this Agreement may result in irreparable and continuing damage to Xilinx forwhich there may be no adequate remedy at law, and Xilinx shall be entitled to seek injunctive relief and/or
a decree for specific performance, and such other relief (including monetary damages) as may be proper.
7.2
Exceptions. The obligations of confidentiality under this Agreement shall not apply to
information that: (a) is already known to Licensee at the time of disclosure without obligation ofconfidentiality; (b) is or becomes publicly known through no wrongful act or omission of Licensee; (c) isrightfully received by Licensee from a third party without obligation of confidentiality; (d) is approved forrelease by written authorization of Xilinx; or (e) was developed by Licensee independently and without theuse or benefit of the Licensed Materials.

8.
Limited Warranty. Xilinx warrants that if Licensee reports an Error to Xilinx in writing within aperiod of one (1) year from the Effective Date (the “Warranty Period”), then Xilinx shall correct or provide
a workaround for the Error or replace the Licensed Materials with substantially similar materials without
such Error, or if neither is in the opinion of Xilinx commercially feasible, then Xilinx may terminate thelicense granted to Licensee for such Licensed Materials and refund the license fee received by Xilinx forsuch Licensed Materials. The foregoing describes the sole liability of Xilinx and the exclusive remedy ofLicensee with respect to any breach of the foregoing limited warranty.

9.

Disclaimers.

9.1
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR THE
EXPRESS LIMITED WARRANTY SET FORTH IN SECTION 8 (LIMITED WARRANTY), THE LICENSEDXILINX CONFIDENTIALMATERIALS ARE PROVIDED “AS IS” WITHOUT WARRANTY OR REPRESENTATION OF ANY KIND,
AND XILINX DISCLAIMS ALL OTHER WARRANTIES AND REPRESENTATIONS, WHETHER
EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF
NON-INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE. XILINX MAKES NO WARRANTY OR REPRESENTATION THAT THE
FUNCTIONS CONTAINED IN THE LICENSED MATERIALS WILL MEET LICENSEE’SREQUIREMENTS, THAT THE LICENSED MATERIALS WILL OPERATE PROPERLY IN COMBINATIONWITH OTHER FUNCTIONALITY, CORES, SOFTWARE OR PROTOCOLS, OR THAT THE OPERATION
OF THE LICENSED MATERIALS WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ALL
ERRORS OR DEFECTS IN THE LICENSED MATERIALS ARE CAPABLE OF BEING CORRECTED.
9.2
LICENSEE ACKNOWLEDGES THAT USE OF THE LICENSED MATERIALS IN
COMBINATION WITH OTHER FUNCTIONALITY, CORES, SOFTWARE OR PROTOCOLS MAY
REQUIRE LICENSES FROM THIRD PARTIES AND LICENSEE ACCEPTS SOLE RESPONSIBILITYFOR OBTAINING SUCH LICENSES.
9.3
THE LICENSED MATERIALS ARE NOT DESIGNED OR INTENDED TO BE FAIL-SAFE, OR
FOR USE IN ANY APPLICATION REQUIRING FAIL-SAFE PERFORMANCE, SUCH AS
APPLICATIONS RELATED TO LIFE-SUPPORT OR SAFETY DEVICES OR SYSTEMS, CLASS III
MEDICAL DEVICES, NUCLEAR FACILITIES, DEPLOYMENT OF AIRBAGS, CONTROL OF VEHICLE
OR AIRCRAFT (UNLESS THERE IS A FAIL-SAFE OR REDUNDANCY FEATURE WHICH DOES NOTINCLUDE USE OF SOFTWARE IN THE XILINX DEVICE TO IMPLEMENT THE REDUNDANCY AND A
WARNING SIGNAL UPON FAILURE TO THE OPERATOR), OR ANY OTHER APPLICATIONS THAT
COULD LEAD TO DEATH, PERSONAL INJURY OR SEVERE PROPERTY OR ENVIRONMENTALDAMAGE (INDIVIDUALLY AND COLLECTIVELY, “CRITICAL APPLICATIONS”). LICENSEE AGREES,PRIOR TO USING OR DISTRIBUTING ANY SYSTEMS THAT INCORPORATE THE LICENSED
MATERIALS, TO THOROUGHLY TEST THE SAME FOR SAFETY PURPOSES. TO THE MAXIMUMEXTENT PERMITTED BY APPLICABLE LAW, LICENSEE ASSUMES THE SOLE RISK AND LIABILITY
OF ANY USE OF THE LICENSED MATERIALS IN CRITICAL APPLICATIONS.

10.
Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW: (1)
IN NO EVENT SHALL XILINX OR ITS LICENSORS BE LIABLE FOR ANY LOSS OF DATA, LOSTPROFITS, GOODWILL, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR
FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES ARISING UNDER,RELATED TO, OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OR OPERATION OF
THE LICENSED MATERIALS, IN WHOLE OR IN PART, HOWEVER CAUSED AND UNDER ANY
THEORY OF LIABILITY; (2) IN NO EVENT SHALL THE ENTIRE LIABILITY OF XILINX OR ITS
LICENSORS ARISING UNDER, RELATED TO, OR IN CONNECTION WITH THIS AGREEMENT,EXCEED THE AMOUNT OF LICENSE FEES RECEIVED BY XILINX FROM LICENSEE FOR THE
APPLICABLE LICENSED MATERIALS GIVING RISE TO SUCH LIABILITY; (3) THESE LIMITATIONSAND EXCLUSIONS SHALL APPLY REGARDLESS OF WHETHER SUCH LOSS WAS REASONABLY
FORESEEABLE OR IF XILINX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND(4) THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIALPURPOSE OF ANY LIMITED REMEDIES HEREIN. NOTWITHSTANDING ANY OTHER PROVISION
OF THIS AGREEMENT, NEITHER PARTY EXCLUDES OR LIMITS ITS LIABILITY IN ANY WAY FOR
ANY MATTER THAT CANNOT, AS A MATTER OF APPLICABLE LAW, BE LIMITED OR
EXCLUDED. THE PARTIES AGREE THAT THIS SECTION 10 (LIMITATION OF LIABILITY)
REPRESENTS AN ALLOCATION OF RISK WHICH THE PARTIES CONSIDER REASONABLE.

11.

Term and Termination.

11.1
Term. This Agreement will commence upon the Effective Date and will remain effective until
terminated in accordance with this Section 11.
XILINX CONFIDENTIAL

11.2
Termination by Licensee. Licensee may terminate this Agreement at any time for any or noreason by destroying the Licensed Materials and all copies and derivative works, and providing notice toXilinx of same. Licensee may also terminate this Agreement for material breach by Xilinx, provided that
Licensee has given written notice to Xilinx of such breach and Xilinx fails to cure such breach within thirty(30) days thereof.
11.3
Termination by Xilinx. Xilinx may terminate this Agreement for material breach by Licensee,
provided that Xilinx has given written notice to Licensee of such breach and Licensee fails to cure suchbreach within thirty (30) days thereof; provided, however, in the event of a breach of confidentiality under
Section 7 whereby unauthorized disclosure and/or dissemination by electronic or other means is likely tocause undue harm to Xilinx, then Xilinx may, at its discretion, immediately terminate this Agreement andseek other appropriate equitable and legal remedies as deemed necessary to protect its interests
hereunder.
11.4
Effects of Termination. Upon termination of this Agreement the licenses and rights granted by
Xilinx hereunder will cease, and Licensee shall destroy the Licensed Materials, including all copies andderivative works, and all related documentation and certify such destruction in writing to Xilinx. In addition
to any outstanding payment obligations of Licensee, each party’s rights and obligations under thefollowing provisions of this Agreement shall indefinitely survive the termination of thisAgreement: Sections 6 (Intellectual Property); 7 (Confidentiality); 9 (Disclaimers); 10 (Limitation of
Liability), 11.4 (Effects of Termination); and 12 (General).

12.

General.

12.1
Governmental Use. The Licensed Materials are comprised of commercial computer softwaredeveloped exclusively at the expense of Xilinx. Accordingly, pursuant to the U.S. government’s Federal
Acquisition Regulations (FAR) Section 12.212 and Defense FAR Supplement (DFARS) Section
227.7202, use, duplication and disclosure of the Licensed Materials by or for the U.S. government issubject to the restrictions set forth in this Agreement. Manufacturer is Xilinx, Inc., 2100 Logic Drive, San
Jose, CA 95124.
12.2
Export Compliance. Licensee shall adhere to all applicable import and export laws andregulations of Licensee’s country and of the United States, without limitation. This Agreement may
involve items and information that are subject to the U.S. government’s International Traffic in Arms
Regulations (ITAR) or Export Administration Regulations (EAR). The importer/exporter of record shall notexport, reexport, resell, transfer, or disclose, directly or indirectly, any products or technical data, to any
proscribed person, entity, or country, or foreign persons thereof, unless properly authorized by the U.S.
government and/or any other applicable or relevant government or regulatory body.
12.3
Governing Law. (a) Where the Licensee is located in North America, South America or any
other location not covered by (b) or (c) below: This Agreement, and its performance shall be interpretedby, construed according to, and governed by, the laws of the State of California excluding conflict of laws
rules and principles and the competent courts located in Santa Clara County, California shall havejurisdiction; (b) Where the Licensee is located in Europe, the Middle East or Africa (EMEA) region: This
Agreement, and its performance shall be interpreted by, construed according to, and governed by, thelaws of Ireland excluding conflict of laws rules and principles and the competent Irish courts shall havejurisdiction; (c) Where the Licensee is located in the Asia Pacific region, Australia or New Zealand: This
Agreement, and its performance shall be interpreted by, construed according to, and governed by, thelaws of Singapore excluding conflicts of laws rules and principles and the competent Singapore courts
shall have jurisdiction. The parties specifically exclude from application to this Agreement the United
Nations Convention on contracts for the International Sale of Goods. Where the Licensee is anindividual, he or she shall be deemed to be located in his or her usual place of residence. Where theLicensee is a corporation or any other legal entity, it shall be deemed to be located in the jurisdiction of its
incorporation or other formation.
XILINX CONFIDENTIAL

12.4
Assignment. Licensee shall not assign this Agreement or transfer any of the rights or
obligations under this Agreement, in whole or in part, by operation of law or otherwise, without the priorwritten consent of Xilinx. Any merger, acquisition, reorganization, change of control, or the like, involving
Licensee shall be deemed an assignment in violation of the foregoing. Subject to the foregoing, thisAgreement will be for the benefit of Xilinx and its successors and assigns, and will be binding on
Licensee’s permitted assignees.
12.5
Allocation of Risk. Licensee acknowledges and agrees that each provision of this Agreementthat provides for a disclaimer of warranties or an exclusion or limitation of damages represents an
express allocation of risk, and is part of the consideration of this Agreement.
12.6
Waiver; Amendment. No waiver, express or implied, by either party of any right or remedy forany breach by the other party of any provision of this Agreement will be deemed or construed to be awaiver of any succeeding breach of such provision or as a waiver of the provision itself or of any otherbreach or provision. No waiver of or modification or amendment to this Agreement will be effective unlessreduced to writing and executed by authorized representatives of the parties.
12.7
Severability. If any provision of this Agreement is found unenforceable, illegal, void or invalid inwhole or in part, then it shall to that extent be deemed not to form part of this Agreement and theremainder of the Agreement will remain in full force and effect.
12.8
Notices. Any notices required or permitted by this Agreement shall be in writing and shall bedelivered as follows, with notice deemed given as indicated: (i) by personal delivery, when delivered
personally; (ii) by overnight courier, upon written verification of receipt; (iii) by facsimile transmission, upon
acknowledgment of receipt of electronic transmission, provided that notice is also provided by one of theother methods herein within five (5) days thereafter; or (iv) by certified or registered mail, return receipt
requested, upon verification of receipt. Notice shall be sent to the addresses set forth above or to suchother address as either party may specify in writing. Notices to Xilinx shall be addressed to the attention
of: Xilinx, Inc., Attn: General Counsel, Legal Department, 2100 Logic Drive, San Jose, CA 95124.
12.9
Entire Agreement. This Agreement represents and constitutes the entire agreement between
the parties with respect to the Licensed Materials, and supersedes all prior or contemporaneous
discussions, representations, arrangements, understandings or agreements, written or oral, regarding the
subject matter hereof. No additional terms or modifications proposed by Licensee shall be binding on
Xilinx unless expressly agreed to in writing and signed by Xilinx.
12.10 Interpretation. By clicking to “accept” or “agree” to this Agreement, Licensee acknowledges andagrees that it has read and understood this Agreement, has had an opportunity to discuss this Agreementwith its legal and other advisors, and agrees to be bound by the terms and conditions of thisAgreement. This Agreement shall be interpreted fairly in accordance with its terms and without any strict
construction in favor of or against either party.

2017.09

XILINX CONFIDENTIAL