MASTER
      TECHNOLOGY LICENSE AGREEMENT

    FOR
      MIPS CORES

     

    
      	
              THIS
                MASTER TECHNOLOGY LICENSE AGREEMENT FOR MIPS CORES including Exhibits
                hereto (the "Agreement"
                or "Master
                Agreement")
                is made to be effective as of January 9, 2001 (the "Effective
                Date")
                by and between MIPS Technologies International AG, a Swiss corporation,
                with its principal place of business at Pestalozzistrasse 2, 8200
                Schaffhausen, Switzerland, ("MIPS")
                and Wintegra Ltd., an Israeli corporation, with its principal place
                of
                business at Taya Center 9, Hata asia St., Ra anana Industrial Park
                43654
                ISRAEL, P. O. B. 3048 ("Licensee").

               

              
                BACKGROUND

              

               

              
                MIPS
                  designs, develops and licenses intellectual property based on a
                  Reduced
                  Instruction Set Computer ("RISC")
                  technology known as the "MIPS Architecture," including certain
                  processor
                  core designs known as the "MIPS Cores" Licensee desires to license
                  certain
                  MIPS Core(s) described in MIPS Core Technology Schedule(s) in the
                  form
                  attached hereto as Exhibit A
                  (each a "Technology
                  Schedule")
                  to be executed by the parties and appended to this Master Agreement
                  from
                  time to time and MIPS is willing to license said MIPS Core(s),
                  all on the
                  terms and conditions set forth herein.

              

               

              
                In
                  consideration of the mutual promises contained herein, the parties
                  agree
                  as follows:

                 

                
                  1.    DEFINITIONS.

                   

                  1.1 "Authorized
                    Foundry"
                    means with respect to a particular Licensed MIPS Core, the foundry(ies)
                    identified in the applicable Technology Schedule.

                   

                  1.2 "Intellectual
                    Property Rights"
                    means the collective intellectual property rights now held or
                    hereafter
                    created or acquired by a party, whether arising under the laws
                    of the
                    United States or any jurisdiction worldwide, for (i) all classes or
                    types of patents, including, without limitation, utility models,
                    utility
                    patents and design patents, patent applications and disclosures;
                    (ii) all copyrights and moral rights in both published and
                    unpublished works and all registrations and applications therefor;
                    (iii) all mask works and all registrations and applications
                    therefore; and (iv) all inventions, know-how, trade secrets, and
                    confidential technical and non-technical information.

                   

                  1.3 "Licensee
                    Application"
                    means with respect to a particular Licensed MIPS Core, the application
                    for
                    which the Licensee Chips are targeted as identified on the applicable
                    Technology Schedule.

                

              

               

            	 	
                    1.4 "Licensee
                Chip"
                means a single die that is packaged and that incorporates at least
                one
                instantiation of a Licensed Hard Core Implementation of a Licensed
                MIPS
                Core, which chip (i) is designed by Licensee for the applicable
                Licensee Application; and (ii) contains substantial functionality in
                addition to the functionality of the Licensed Hard Core Implementation.
                A
                Licensee Chip shall not be a stand-alone CPU. 

               

              1.5 "Licensed
                MIPS Core"
                shall mean a MIPS Core licensed by MIPS to Licensee pursuant to,
                and
                described in, a Technology Schedule entered into by the parties
                pursuant to the terms of this Master Agreement.

               

              1.6 "Licensed
                Hard Core Implementation"
                means an implementation of a Licensed MIPS Core, in non-synthesizable,
                layout (GDSII or other mutually agreed upon) format, targeting a
                semiconductor manufacturing process technology used by an Authorized
                Foundry, which has passed the Compatibility Verification
                Process.

               

              1.7 "MIPS
                Core"
                means any functional block of integrated circuits that implement,
                in whole
                or in part, MIPS Technology.

               

              1.8 "MIPS
                Deliverable"
                means any deliverable identified in a Technology Schedule to be
                delivered by MIPS or that is otherwise delivered by MIPS to Licensee
                under
                the applicable Technology Schedule. The MIPS Deliverables may be
                further
                divided into "Restricted Confidential Deliverables," including without
                limitation the Synthesizable Licensed MIPS Core, "Internal Confidential
                Deliverables, "External Confidential Deliverables" and "Commercial
                Deliverables" as set forth in the applicable Technology
                Schedule.

               

              1.9 "MIPS
                ISA"
                means any processor instruction set architecture ("ISA")
                and associated privileged resource architecture first developed by
                or for
                MIPS or its predecessor entities.

               

              1.10 "MIPS
                Technology"
                means MIPS ISAs, MIPS application specific extensions ("ASEs"),
                MIPS Cores, MIPS Deliverables, any other MIPS Confidential Information,
                and any Intellectual Property Rights associated with the
                foregoing.

               

              1.11 "Net
                Revenue"
                means the gross revenue from the sale of each Licensee Chip accounted
                for
                in accordance with generally accepted accounting principles, and
                after
                deduction for discounts, returns, freight, insurance, taxes, and
                duties,
                if any, which are separately identified on the invoice. Such gross
                revenue
                shall include the fair market value of all non-monetary consideration
                such
                as services or technology licenses received by Licensee, and shall
                be no
                less than the amount which would be negotiated for such gross revenue
                in
                an arm's-length transaction.

            


    

     

    
      
        
        

      

      
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              1.12 "Confidential
                Information"
                means (a) the MIPS Technology, (b) any and all other information
                which is disclosed by MIPS to Licensee orally, electronically, visually,
                or in a document or other tangible form and which is identified as
                confidential and/or proprietary, (c) any test results, error data, or
                other reports, including "Log Results" made by Licensee in connection
                with
                the license rights granted under this Agreement or any Technology
                Schedule, (d) any notes, extracts, analyses or materials prepared by
                Licensee which are copies of the Confidential Information or from
                which
                the substance of the Confidential Information can be inferred or
                otherwise
                understood, and (e) the terms, conditions, and existence of this
                Agreement
                and any Technology Schedules "Confidential Information" shall not
                include
                information received from MIPS which Licensee can clearly establish
                by
                written evidence (i) is or becomes rightfully known by Licensee
                through disclosure from a third party without an obligation to maintain
                its confidentiality; (ii) is or becomes generally known to the public
                through no fault of Licensee; or (iii) is independently developed by
                Licensee without use of the Confidential Information. MIPS does not
                desire
                to receive Licensee's confidential information under the terms of
                this
                Agreement or any Technology Schedule. Therefore, unless otherwise
                agreed
                in a separate written non-disclosure agreement executed between the
                parties, any information which Licensee supplies to MIPS shall not
                be
                subject to an obligation of confidence by MIPS and MIPS shall not
                be
                liable for any use or disclosure thereof, except for liability that
                may
                arise out of the infringement of valid patents.

               

              1.13 "Synthesizable
                Licensed MIPS Core"
                means a RTL model of a Licensed MIPS Core, which can be synthesized
                into a
                gate level netlist.

               

              1.14 A
                Licensee Chip is "Taped
                Out"
                and the "Tapeout"
                of such Licensee Chip occurs when the GDSII or an equivalent format
                representation of such Licensee Chip is completed.

               

              2.    LICENSE
                GRANTS.

               

              2.1 License
                Grant.
                Subject to the terms and conditions of this Agreement and the applicable
                Technology Schedule, MIPS grants to Licensee a non-exclusive, worldwide,
                non-transferable right and license under MIPS Intellectual Property
                Rights
                in the MIPS Deliverables to:

               

              2.1.1 internally
                develop or have developed by third parties approved in writing by
                MIPS, a
                Licensed Hard Core Implementation from the Synthesizable Licensed
                MIPS
                Core delivered by MIPS under the applicable Technology
                Schedule;

               

              
                2.1.2 internally
                  design the Licensed Hard Core Implementation developed pursuant
                  to
                  Subsection 2.1.1 into Licensee Chips;

                 

                
                  2.1.3 have
                    made the Licensed Hard Core Implementation as incorporated in
                    Licensee
                    Chips pursuant to Subsection 2.1.2
                    at the Authorized Foundry to whose process the Licensed Hard
                    Core
                    Implementation is targeted;

                

              

            	 	
              
                2.1.4 use,
                  import, offer for sale, and sell or otherwise distribute the Licensed
                  Hard
                  Core Implementation as incorporated in Licensee Chips only as provided
                  in
                  the applicable Technology, Schedule;

                 

              

              2.1.5 use,
                copy, modify, reproduce and have reproduced, create derivative works
                from,
                and sell or otherwise distribute the Commercial Deliverables identified
                in
                the applicable Technology Schedule and derivative works thereof only
                in conjunction with distribution or sale of the applicable Licensee
                Chips
                provided that all Commercial Deliverables and derivative works thereof
                contain all copyright and other proprietary notices contained in
                the
                original Commercial Deliverables provided by MIPS to Licensee and
                are
                complete and accurate.

               

              2.1.6 provide
                External Confidential Deliverables identified in the applicable Technology
                Schedule under an appropriate nondisclosure agreement to Licensee's
                customers only for the purposes of developing and testing the customer's
                systems which will incorporate a Licensee Chip and as otherwise
                specifically permitted in the applicable Technology Schedule, subject
                to
                any restrictions identified in the applicable Technology
                Schedule.

               

              2.2 Third
                Parties.
                For purposes of Subsections 2.1.1 and 2.1.2, "internally" shall
                include the use of individuals working at Licensee's facilities who
                are
                not Licensee's employees provided that such individuals work under
                the
                direct supervision of a Licensee employee and that no more than five
                (5)
                of such individuals work for the same third party unless approved
                in
                writing by MIPS. Licensee's rights to use third parties to internally
                develop and internally design under Subsections 2.1.1 and 2.1.2 and
                to use
                authorized third parties to "have developed" and to "have made" under
                Subsections 2.1.1 and 2.1.3 are conditioned upon each third party
                agreeing
                in writing to be bound by obligations with respect to Confidential
                Information that are at least as protective as those contained in
                this
                Agreement and each third party supplying the contracted work solely
                to
                Licensee. Licensee's deliverables incorporating MIPS Confidential
                Information to each Authorized Foundry shall be limited to (i) GDSII
                files of the entire Licensee Chip and (ii) production scan test
                vectors for the entire Licensee Chip which have been generated by
                automatic test program generation (ATPG) tools. If Licensee desires
                to
                provide deliverables to an Authorized Foundry other than those listed
                above which incorporate MIPS Confidential Information, prior written
                approval from MIPS shall be obtained. Any required written approval
                from
                MIPS to use a third panty may be obtained either in a Technology
                Schedule or in a separate document (the form attached as Exhibit C
                is
                to be used for this purpose). If any third party breaches its obligations
                with respect to Confidential Information referred to in this
                Section 2, and Licensee fails to use its reasonable efforts to remedy
                the breach and prevent further breaches by the third party and such
                failure materially jeopardizes MIPS rights and interests in and to
                any
                MIPS Technology, Licensee agrees that such bleach shall be treated
                as a
                material breach of this Agreement and any applicable Technology
                Schedule by Licensee which is incapable of remedy thus entitling MIPS
                to terminate this Agreement and any applicable Technology Schedule in
                accordance with the provisions of Section 14 and MIPS may, at its
                election and in addition to any other remedies that it may have,
                undertake
                enforcement directly against the breaching third party. Licensee
                shall
                hold MIPS harmless from and indemnify MIPS against any and all losses,
                liabilities, costs, damages, and expenses (including reasonable attorneys'
                fees), arising out of or in connection with such
                breach.

            


    

     

    
      
        
        

      

      
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              2.3 No
                Sublicenses.
                Licensee shall not have the right to sublicense the rights granted
                hereunder to any third party.

               

              2.4 Limitation
                on License.
                All Intellectual Property Rights and other proprietary rights of
                MIPS not
                expressly granted to Licensee in this Agreement or the applicable
                Technology Schedule are expressly reserved by MIPS. Other than the
                licenses specifically granted to Licensee in Section 2.1, Licensee
                may not use the MIPS Deliverables for any other purpose. No right
                is
                granted under Section 2.1 to modify or create derivative works of the
                Synthesizable Licensed MIPS Core except to configure it in accordance
                with
                the options set forth in the Implementor's Guide for the applicable
                Licensed MIPS Core (the "Configured
                Synthesizable Licensed MIPS Core")
                and as strictly necessary to create Licensed Hard Core Implementations,
                provided the sequential behavior of the Licensed Hard Core Implementation
                is identical to the sequential behavior of the Configured Synthesizable
                Licensed MIPS Core on a cycle-by-cycle basis. Licensee shall not
                offer for
                sale, sell or distribute Synthesizable Licensed MIPS Cores or Licensed
                Hard Core Implementations, or any portion thereof, except when
                incorporated in the applicable Licensee Chips.

               

              2.5 No
                Reverse Engineering.
                Licensee may not reverse engineer any MIPS Deliverables not delivered
                in
                source format (the "binary
                materials")
                nor may Licensee decompile, disassemble, or otherwise reduce the
                binary
                materials or any component thereof to human-readable or non-binary
                form.

               

              
                3.    DELIVERY.

                 

                3.1 Delivery.
                  MIPS will deliver the MIPS Deliverables by electronic means to
                  Licensee in
                  accordance with the delivery schedule set forth in the applicable
                  Technology Schedule or by other means as appropriate. For purposes
                  of this
                  Agreement, electronic delivery may be accomplished by electronically
                  transmitting deliverables or by making deliverables available for
                  download
                  by Licensee from a protected download site.

              

            	 	
              3.2 Use
                of Deliverables.
                Licensee shall use the most recent version of each MIPS Deliverable
                available from MIPS prior to the commencement of the design of each
                Licensee Chip (which commencement shall be no earlier than twenty-four
                (24) months prior to first commercial shipment of such Licensee Chip),
                or
                any subsequently available version of such MIPS Deliverable, in the
                design
                and development of such chip. Licensee shall notify MIPS (the form
                attached as Exhibit C
                is
                to be used for this purpose) upon the commencement of the design
                of each
                Licensee Chip. Provided Licensee complies with this Section 3.2 in
                the design of a Licensee Chip, the MIPS Deliverables shall be covered
                by
                MIPS indemnification as set forth in Section 12.1 with respect to
                that Licensee Chip.

               

              4.    COMPATIBILITY
                VERIFICATION PROCESS.

               

              Licensee
                shall ensure that each Licensed Hard Core Implementation passes the
                Compatibility Verification Process identified in Exhibit B
                attached hereto before the commencement of commercial production
                of each
                Licensee Chip incorporating such Licensed Hard Core
                Implementation.

               

              5.    PAYMENTS.

               

              5.1 License
                Fees.
                For the rights granted in Section 2 with respect no each Licensed
                MIPS Core, Licensee shall pay MIPS the license fees set forth in
                the
                applicable Technology Schedule in accordance with the schedule
                provided therein and Licensee shall provide MIPS with the requisite
                purchase order as soon as practicable after execution of each Technology
                Schedule.

               

              5.2 Royalties.
                For the rights granted in Section 2 with respect to each Licensed
                MIPS Core, Licensee shall pay MIPS the royalties set forth in the
                applicable Technology Schedule. Royalties with respect to Licensee
                Chips
                shall accrue when Licensee ships the Licensee Chips to its customers.
                Licensee shall pay all royalties within thirty (30) days after the
                end of
                the calendar quarter in which they accrue, and the parties agree
                that no
                amounts shall be withheld from such royalty payments by Licensee
                for bad
                debt.

            


    

     

    
      
        
        

      

      
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              5.3 Support
                and Maintenance.
                For the rights granted in Section 9.1 with respect to each Licensed
                MIPS Core, Licensee shall pay MIPS the support and maintenance fees
                set
                forth in the applicable Technology Schedule and Licensee shall
                provide MIPS with the requisite purchase order as soon as practicable
                after execution of each Technology Schedule and thereafter at least
                thirty (30) days prior to each applicable payment due date.

               

              5.4 Late
                Payment Fees.
                All late payments shall be subject to a late payment penalty calculated
                at
                the rate of one and one-half percent (1.5%) per month or the maximum
                allowable by law, whichever is less.

               

              5.5 Wire
                Transfer Account; Taxes.
                All payments shall be made in U.S. dollars by wire transfer to: UBS
                AG,
                Postfach, 8201 Schaffhausen, Switzerland, Bank Swift Code: UBSWCHZH82A,
                Account Name & Number: MIPS Technologies International AG,
                287-806489 02 V, or such other account as MIPS may identify in writing
                from time to time. All payments by Licensee shall be made free and
                clear
                of, and without reduction for, any and all taxes, including, without
                limitation, sales, use, value added, withholding or similar taxes,
                excluding taxes which are imposed on the income of MIPS. Fees payable
                to
                MIPS are subject to applicable local and state sales and use taxes.
                The
                rate of conversion of royalties that accrue in currencies other than
                U.S.
                dollars shall be the rate quoted by the largest foreign exchange
                bank in
                Licensee's country of incorporation as of the last business day of
                the
                calendar quarter during which such royalties accrue. If necessary,
                Licensee shall withhold from amounts otherwise payable to MIPS, and
                pay,
                on MIPS' behalf, income taxes required by applicable law to be withheld
                by
                Licensee and Licensee shall provide MIPS with tax receipts to establish
                that all such taxes have been paid and are available to MIPS for
                credit
                for Swiss income tax purposes or as otherwise available to
                MIPS.

               

              5.6 Royalty
                Reports.
                Within thirty (30) days after the end of each calendar quarter, Licensee
                shall furnish to MIPS a statement for each Technology
                Schedule entered into under this Agreement, in suitable form, which
                identifies the applicable Technology Schedule and provides the names
                and part numbers of all Licensee Chips shipped during the quarter
                under
                that Technology Schedule, the number of units of each Licensee Chip
                shipped during the quarter under that Technology Schedule, the Net
                Revenue
                associated with each such Licensee Chip shipped during the quarter,
                whenever applicable, the number of instantiations of each Licensed
                Hard
                Core Implementation that are in each such Licensee Chip, whenever
                applicable, a non-binding forecast detailing the number of Licensee
                Chips
                to be manufactured under that Technology Schedule in the next six (6)
                months, and the amount, method of calculation, and any other data
                necessary for calculation of the royalty payable under that Technology
                Schedule for such calendar quarter. All royalty reports should be
                sent to MIPS at the address first set forth above, Attention:
                Dr. Peyer (Fax: 41 52 625 62 40) and a copy should be sent to MIPS
                Technologies, Inc., 1225 Charleston Road, Mountain View, California
                94043,
                U.S.A., Attention: Controller, Fax: 650-567-5156.

            	 	
              5.7 Books
                and Records.
                Licensee shall keep complete and accurate records which support the
                license fees, royalties, other payments and reports provided to MIPS
                pursuant to Sections 5.1, 5.2, 5.3 and 5.6 respectively. These
                records shall be retained for a period of at least three (3) years
                from
                the date of the applicable payment or report, notwithstanding the
                expiration or other termination of this Agreement or of any Technology
                Schedule. MIPS' designated accounting firm shall have the right to
                examine
                and audit, not more than once a year unless the preceding audit revealed
                a
                material discrepancy, and during normal business hours, all such
                records
                and such other records and accounts as may contain, under recognized
                accounting practices, information bearing upon the amount of license
                fees,
                royalties and other payments payable to MIPS under this Agreement
                and any
                Technology Schedule. Prompt adjustments shall be made by Licensee
                or MIPS
                to compensate for any errors and/or omissions disclosed by such
                examination or audit which result in an underpayment or overpayment
                of
                license fees, royalties and/or other payments hereunder, including
                payment
                of applicable late payment fees. Should the amount of any underpayment
                exceed five percent (5%) of the total license fees, royalties and
                other
                payments due for the period under audit, Licensee shall pay for the
                cost
                of the audit.

               

              6.    MARKETING
                RIGHTS AND OBLIGATIONS.

               

              6.1 Licensee
                Rights and Obligations.
                Licensee shall:

               

              6.1.1 have
                the right to participate in cooperative marketing activities in accordance
                with the terms of the separate Trademark License Agreement entered
                into by
                the parties and attached as Exhibit D
                to
                this Master Agreement (the "Trademark
                License Agreement");

               

              6.1.2 consult
                with MIPS regarding any advertising or trade practice which might
                adversely affect the good name, trademarks, goodwill, or reputation
                of
                MIPS;

               

              6.1.3 obtain
                and maintain all necessary government licenses, permits and approvals
                when
                necessary or advisable for implementation of this Agreement and any
                Technology Schedule, and comply with all applicable laws and regulations;
                and

               

              6.1.4 report
                all errors in the MIPS Deliverables experienced by Licensee in sufficient
                detail to allow MIPS to identify and recreate such
                errors.

            


    

     

    
      
        
        

      

      
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              6.2 Press
                Release(s).
                The parties agree to jointly issue a mutually agreed upon press release
                (the date of which shall also be mutually agreed) announcing the
                existence
                of this Agreement and each Technology Schedule promptly after its
                execution. Thereafter, each party may issue press releases or other
                promotional materials which (i) identify Licensee as a MIPS licensee,
                (ii) identify the Licensed MIPS Core(s) licensed to Licensee, and/or
                (iii) identify the Licensee Chip(s) as incorporating such Licensed
                MIPS Core(s). Licensee will use commercially reasonable efforts to
                promote
                its use of MIPS Technology in its products.

               

              6.3 Trademarks.
                No rights to use MIPS trademarks are granted under this Agreement.
                All
                such rights shall be granted pursuant to the separate Trademark License
                Agreement.

               

              7.    OWNERSHIP
                AND PROPRIETARY NOTICES.

               

              7.1 MIPS
                Technology.
                Except as otherwise specifically provided in this Agreement, MIPS
                reserves
                all right, title and interest in and to the MIPS Technology and other
                designs, data, documentation, technology, and/or know-how developed
                by or
                for MIPS.

               

              7.2 Commercial
                Documentation.
                MIPS shall own all right, title and interest in and to the Commercial
                Deliverables provided by MIPS to Licensee. Licensee shall own all
                right,
                title and interest in and to the modifications and derivative works
                of the
                Commercial Deliverables created by Licensee, subject to MIPS' rights
                in
                the underlying original Commercial Deliverables.

               

              7.3 Proprietary
                Notices.
                To the extent requited by law, Licensee agrees to place MIPS' respective
                copyright, mask work or patent notices on Licensee's materials as
                specified by MIPS from time to time in order for MIPS to protect
                its
                Intellectual Property Rights.

               

              7.4 Rights
                in Data.
                Licensee acknowledges that all software and software related items
                licensed by MIPS to Licensee pursuant to this Agreement and any Technology
                Schedule are "Commercial Computer Software" or "Commercial Computer
                Software Documentation" as defined in FAR 12 212 for civilian agencies
                and
                DFARS 227 7202 for military agencies, and that in the event that
                Licensee
                is permitted under this Agreement to provide such items to the U.S.
                government, such items shall be provided under terms at least as
                restrictive as the terms of this Agreement and the applicable Technology
                Schedule.

               

              
                8.    COVENANT
                  TO FACILITATE DEVELOPMENT WITH MIPS TECHNOLOGY.

              

            	 	
              The
                Parties agree to the terms and conditions set forth in Exhibit
                E.

               

              9.    SUPPORT,
                MAINTENANCE AND PROGRAM MANAGEMENT.

               

              9.1 Maintenance
                and Support of Licensee.
                MIPS will provide the maintenance and support services in connection
                with
                the MIPS Deliverables as set forth in the applicable Technology Schedule.
                If Licensee requests additional support, MIPS shall use reasonable
                efforts
                to provide additional support and assistance to Licensee with respect
                to
                the MIPS Deliverables in accordance with the reasonable availability
                of
                MIPS employees at MIPS' then-current standard fees, terms and conditions.
                Licensee acknowledges that there may be periods when MIPS employees
                are
                not available to provide support. MIPS shall have no responsibility
                or
                obligation to provide any maintenance or support with respect to
                any MIPS
                Deliverables that have been modified by Licensee except as permitted
                under
                Section 2.4 of this Agreement.

               

              9.2 Support
                of Licensee Customers.
                Licensee shall be responsible for all support to customers of Licensee
                Chips. Licensee shall ensure that all questions with respect to any
                Licensee Chip are addressed to and answered by Licensee, and Licensee
                will
                not represent that MIPS is available to answer any questions from
                such
                customers directly.

               

              9.3 Program
                Management.
                Each party shall identify individual employee(s) (its "Program
                Manager(s)")
                under each Technology Schedule who shall be responsible for interfacing
                with the other party, especially in connection with the provision
                of MIPS
                Deliverables and support and maintenance, under that Technology Schedule.
                The Program Manager(s) for each party shall be knowledgeable about
                such
                party's products and design and manufacturing activities and possess
                adequate communication skills to keep the other party fully informed
                relative to such party's performance under this Agreement and the
                applicable Technology Schedule. Each party shall notify the other
                in
                writing of any successor Program Manager(s).

               

              10.    CONFIDENTIAL
                INFORMATION.

               

              10.1 Use
                of Confidential Information.
                Licensee agrees:

               

              10.1.1 to
                use the Confidential Information only as necessary to exercise its
                rights
                or fulfill its obligations under this Agreement or any Technology
                Schedule;

            


    

     

    
      
        
        

      

      
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              10.1.2 to
                implement reasonable procedures to prohibit the disclosure, unauthorized
                duplication, misuse or removal of Confidential Information;
                and

               

              10.1.3 not
                to disclose Confidential Information employees not having a need
                to know
                or to any third party (except that Licensee may, in appropriate
                circumstances and subject to a nondisclosure agreement with terms
                and
                conditions at least as protective as the terms of this Section 10,
                disclose Confidential Information to Licensee's contractors and customers,
                solely as permitted under Section 2 of this Agreement).

               

              10.2 Standard
                of Care.
                Without limiting the foregoing, Licensee shall at all times protect
                the
                Confidential Information with at least the same standard of care
                as it
                exercises to protect its own confidential information of like importance,
                but in no event less than reasonable care. Notwithstanding the foregoing,
                Licensee acknowledges and agrees that the Synthesizable Licensed
                MIPS
                Core, Verification Test Suite and any MIPS Deliverables identified
                as
                Restricted Confidential Deliverables on the applicable Technology
                Schedule (collectively "Restricted
                Confidential Deliverables")
                are furnished to Licensee on an enhanced confidential and trade secret
                basis and Licensee agrees to take additional steps to prevent unauthorized
                disclosure thereof, including but not limited to, the
                following:

               

              10.2.1 Except
                as set forth in Subsection 10.2.2.5 below, Licensee will use the
                Restricted Confidential Deliverables only select buildings at a site
                approved by MIPS, which buildings shall have restricted access twenty-four
                (24) hours a day, and Licensee shall not use the Restricted Confidential
                Deliverables in any other buildings or at any other site without
                MIPS'
                prior written consent;

               

              10.2.2 For
                Restricted Confidential Deliverables that are capable of being stored
                on a
                computer, the following restrictions apply:

               

              10.2.2.1 Restricted
                Confidential Deliverables may be placed on file server(s) only if
                access
                to such server(s) is restricted to a known set of computer systems
                (the
                "Systems").
                Except as necessary to carry out Subsection 10.2.2.5 below, the Systems
                will be located exclusively in the select buildings identified in
                Subsection 10.2.1 above;

               

              10.2.2.2 Restricted
                Confidential Deliverables shall be protected using, at a minimum,
                native
                operating system permissions capabilities to restrict all access
                (including read access) to a known and specific group of users, each
                of
                whom has a need to use as set out in Subsection 10.2.4 below. Moreover,
                such users shall use commercially reasonable password security, and
                "log
                or off" or "lock access" to their Systems when not in use;

               

              
                10.2.2.3 Restricted
                  Confidential Deliverables may be backed up only to a medium which
                  is also
                  protected as requited for Restricted Confidential
                  Deliverables;

              

            	 	
              10.2.2.4 Except
                as provided in this Subsection 10.2.2.4, the Systems will not allow
                access
                to a privileged account (e.g., a "root," "supervisor" or "administrative"
                account) that would allow bypassing of access control mechanisms
                as set
                out in Subsection 10.2.2.2 above. If such privileged accounts must
                exist
                for normal maintenance or administrative purposes, these accounts
                will be
                restricted to a small set of Licensee's employees who will be subject
                to
                the terms of Subsection 10.2.4 below; and

               

              10.2.2.5 Licensee
                shall prevent remote access to the Restricted Confidential Deliverables
                from other locations by any party other than Licensee's employees
                that
                would otherwise have access and/or MIPS. Should files move to another
                system, whether or not remote, the same access limitations shall
                apply.

               

              10.2.3 Licensee
                agrees so allow reasonable access for MIPS representatives to all
                buildings, rooms
                and computers including passwords) where the Restricted Confidential
                Deliverables are kept, during normal business hours, to ensure that
                Licensee is complying with its obligations with respect to such
                information.

               

              10.2.4 Licensee
                agrees to restrict access to the Restricted Confidential Deliverables
                solely to those of its employees who have a need to use the information
                for performing its duties and exercising its rights under this Agreement.
                As used in this Agreement "access" means having the capability to
                view,
                copy, display, print, transfer, or otherwise manipulate or have exposure
                to any form of the information. Licensee agrees to maintain a list
                (which
                may be an electronic log) of all individuals who at any time actually
                have
                access to or have had access to the Restricted Confidential Deliverables
                or any portion thereof, including those individuals having privileged
                accounts as permitted under Subsection 10.2.2.4. Licensee agrees
                to comply
                with the requests of MIPS, from time to time, to provide MIPS with
                information required to determine whether specified individuals did
                or did
                not have access to the Restricted Confidential Deliverables or any
                portion
                thereof.

               

              10.3 Confidentiality
                of Agreement.
                Except as expressly provided herein, each party agrees that the terms
                and
                conditions of this Agreement and any Technology Schedule shall be
                treated
                as confidential and that neither party will disclose the terms or
                conditions of this Agreement or any Technology Schedule to any third
                party without the prior written consent of the other party, provided,
                however, that each party may disclose the terms and conditions of
                this
                Agreement, to the extent necessary: (a) as required by any court or
                other governmental body; (b) as otherwise required by law;
                (c) in confidence to legal counsel of the parties, accountants, and
                other professional advisors; (d) in confidence, to banks, investors
                and other financing sources and their advisors; (e) in connection
                with the enforcement of this Agreement or rights under this Agreement;
                or
                (f) in confidence, in connection with an actual or prospective merger
                or acquisition or similar transaction. With respect to disclosure
                required
                by a court, governmental order or otherwise required by law, the
                party
                required to disclose shall provide prior notification of such impending
                disclosure to the other party and use all reasonable efforts to preserve
                the confidentiality of the terms of this Agreement and any Technology
                Schedule in complying with such required disclosure, including obtaining
                a
                protective order to the extent reasonably
                possible.

            


    

     

    
      
        
        

      

      
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              11.    DISCLAIMER
                OF WARRANTIES. 

               

              MIPS
                MAKES NO WARRANTIES AND DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS,
                STATUTORY, IMPLIED OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, THE
                IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
                NON-INFRINGEMENT OF THIRD PARTY RIGHTS, REGARDING THE LICENSED MIPS
                CORES,
                LICENSED HARD CORE IMPLEMENTATIONS, LICENSEE CHIPS, AND MIPS
                TECHNOLOGY.

               

              12.    INDEMNIFICATION.

               

              12.1 Indemnification
                by MIPS.

               

              12.1.1 Subject
                to the limitations set forth in this Agreement, MIPS shall defend,
                indemnify and hold Licensee harmless against any action
                brought against Licensee as a result of a claim based on infringement
                of
                an Intellectual Property Right of a third party in the United States,
                Japan or the countries contained in the European Union as of the
                Effective
                Date of this Agreement by the MIPS Deliverables in the form provided
                by
                MIPS to Licensee hereunder; provided that Licensee: (A) promptly
                notifies MIPS in writing of any such claim, and (B) reasonably
                cooperates with MIPS, at MIPS' expense, in defending or settling
                such
                claim. MIPS shall have sole control of the defense and all related
                settlement negotiations, provided however that Licensee shall have
                the
                right to be represented by its own attorney at its expense. This
                indemnity
                does not extend to:

               

              (a) a
                claim based upon an infringement or alleged infringement of any
                Intellectual Property Right of a third party by:

               

              (i) the
                manufacturing process used to manufacture Licensee Chips,

               

              (ii) any
                modification or enhancement to any MIPS Deliverable made by or for
                Licensee or made by MIPS at Licensee's request,

            	 	
              (iii) the
                use of a version of MIPS Deliverables in the design of a Licensee
                Chip
                that is not covered for indemnification under Section 3.2 with
                respect to that Licensee Chip,

               

              (iv) the
                use of any Licensed Hard Core Implementation, Licensee Chip or MIPS
                Deliverables outside the scope of the licenses hereunder or in combination
                with other technology, equipment or software not provided by
                MIPS;

               

              (b) a
                claim arising from any
                false or misleading representation made by Licensee or its agents
                regarding any MIPS Technology, Licensed MIPS Core, Licensed Hard
                Core
                Implementation, and/or Licensee Chip, or otherwise arising from the
                marketing or distribution practices adopted by Licensee or its agents
                in
                connection with Licensee Chips.

               

              12.1.2 If
                in MIPS'
                reasonable judgment, the use and/or licensing of any MIPS Deliverable,
                a
                Licensed Hard Core Implementation, or any portion thereof, and/or
                the use,
                manufacture or sale of Licensee Chips, is likely to be found to infringe
                the Intellectual Property Rights of a third party, MIPS may, at its
                option, either (x) procure the right to allow Licensee to continue
                the allegedly infringing activity; (y) replace or modify the affected
                MIPS Deliverables so that they become non-infringing; or (z) if (x)
                or (y) is not commercially practicable, or Licensee does not cease
                use of
                any MIPS Deliverable which was modified or replaced or cease the
                use,
                manufacture or sale of any Licensee Chip which may be infringing
                the
                Intellectual Property Rights of a third party, then MIPS may provide
                written notice to Licensee identifying the allegedly infringing MIPS
                Deliverable or the allegedly infringing activity and terminate Licensee's
                license with respect thereto. In the event Licensee requests that
                the
                license with respect to any allegedly infringing MIPS Deliverable
                or
                allegedly infringing activity remain in effect, such license would
                remain
                in effect for so long as Licensee procures any necessary licenses
                from
                third parties and indemnifies MIPS for all costs and damages incurred
                by
                MIPS with respect to Licensee's continued use of the allegedly infringing
                MIPS Deliverable or the allegedly infringing activity. Upon MIPS
                performance of (x), (y) or (z) above, the liability of MIPS for such
                alleged infringement shall terminate with respect to all damages
                arising
                from such alleged infringement after the date of MIPS'
                performance.

               

              12.1.3 THIS
                SECTION 12.1 STATES MIPS' ENTIRE LIABILITY FOR
                INFRINGEMENT.

            


    

     

    
      
        
        

      

      
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              12.2 Indemnification
                by Licensee.
                Subject to the limitations set forth in this Agreement, Licensee
                shall
                defend, indemnify and hold MIPS harmless against any action brought
                against MIPS as a result of:

               

              (a) a
                claim based upon an infringement or alleged infringement of any
                Intellectual Property Right of a third party by:

               

              (i) the
                manufacturing process used to manufacture Licensee Chips,

               

              (ii) any
                modification or enhancement to any MIPS Deliverable made by or for
                Licensee or made
                by MIPS at Licensee's request,

               

              (iii) the
                use of a version of MIPS Deliverables in the design of a Licensee
                Chip
                that is not covered for indemnification under Section 3.2 with
                respect to that Licensee Chip, or

               

              (iv) the
                use of any Licensed Hard Core Implementation, Licensee Chip or MIPS
                Deliverables outside the scope of the licenses hereunder or in combination
                with other technology, equipment or software not provided by MIPS;
                or

               

              (b) a
                claim arising from any false or misleading representation made by
                License:
                or its agents regarding any MIPS Technology, Licensed MIPS Core,
                Licensed
                Hard Core Implementation, and/or Licensee Chip, or otherwise arising
                from
                the marketing or distribution practices adopted by Licensee or its
                agents
                in connection with Licensee Chips; provided that MIPS: (A) promptly
                notifies Licensee in writing of any such claim, and (B) reasonably
                cooperates with Licensee, at Licensee's expense, in defending or
                settling
                such claim. Licensee shall have sole control of the defense and all
                related settlement negotiations, provided however that Licensee may
                not
                enter into any settlement providing for any restriction on MIPS or
                any
                MIPS Technology without MIPS' consent, and provided further that
                MIPS
                shall have the right to be represented by its own attorney at its
                expense.
                Except as otherwise expressly set forth in section 12.1.2 above, THIS
                SECTION 12.2 STATES LICENSEE'S ENTIRE LIABILITY FOR
                INFRINGEMENT.

               

              13.   LIMITATION
                OF LIABILITY.

               

              EXCEPT
                FOR BREACHES OF SECTION 2 ("LICENSE
                GRANTS")
                AND SECTION 10 ("CONFIDENTIAL
                INFORMATION"),
                NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INCIDENTAL, INDIRECT,
                CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES OF ANY KIND OR NATURE
                ARISING
                OUT OF THIS AGREEMENT, WHETHER SUCH 

            	 	
              LIABILITY
                IS ASSERTED ON THE BASIS OF CONTRACT, TORT (INCLUDING NEGLIGENCE
                OR STRICT
                LIABILITY), OR OTHERWISE, EVEN IF THE PARTY HAS BEEN WARNED OF THE
                POSSIBILITY OF ANY SUCH LOSS OR DAMAGE IN ADVANCE. IN NO EVENT SHALL
                MIPS'
                TOTAL LIABILITY UNDER THIS AGREEMENT, INCLUDING ITS LIABILITY UNDER
                SECTION 12.1 ("INDEMNIFICATION
                BY MIPS"),
                EXCEED THE LESSER OF THE LICENSE FEES PAID FOR THE LICENSED MIPS
                CORE THAT
                1S THE SUBJECT MATTER OF THE CLAIMS OR $1,000,000.00. NOTWITHSTANDING
                ANYTHING TO THE CONTRARY IN THIS AGREEMENT, IN NO EVENT SHALL MIPS
                BE
                LIABLE FOR ANY DAMAGES RELATING TO OR RESULTING FROM THE USE OF MIPS
                TECHNOLOGY IN PRODUCTS USED FOR AVIATION, MEDICAL, NUCLEAR OR ULTRA
                HAZARDOUS PURPOSES OR FOR ANY DAMAGES OWED TO THIRD PARTIES RELATING
                TO
                TECHNOLOGY NOT PROVIDED BY MIPS. LIABILITY FOR DAMAGES SHALL BE LIMITED
                AND EXCLUDED AS SET FORTH HEREIN, EVEN IF ANY EXCLUSIVE REMEDY PROVIDED
                FOR IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE.

               

              14.    TERM
                AND TERMINATION.

               

              14.1 Term.
                The term of this Agreement shall begin on the Effective Date and,
                unless
                earlier terminated as provided below, shall continue until all Technology
                Schedules entered under its terms have terminated or expired. The
                term of
                any Technology Schedule will be as set forth in the Technology
                Schedule.

               

              14.2 Termination
                of the Master Agreement.
                Either party may terminate this Master Agreement effective immediately
                upon written notice to the other party for any reason with or without
                cause of any nature, thereby terminating the right to enter into
                any
                future Technology Schedules under the terms of the Master Agreement.
                The
                terms of the Master Agreement shall remain in effect with respect
                to any
                Technology Schedule that has not yet terminated or expired until
                said
                Technology Schedule terminates or expires.

               

              14.3 Termination
                of a Technology Schedule.
                Either party may terminate a Technology Schedule effective immediately
                and
                without liability upon written notice to the other party if the other
                party:

               

              (a) voluntarily
                petitions in bankruptcy or otherwise seeks protection under
                any law for the protection of debtors;

               

              (b) has
                a proceeding instituted against it under any provision of the United
                States ("U.S.")
                Federal Bankruptcy Code or equivalent legislation of any jurisdiction
                which is not dismissed within ninety (90) days, or is adjudged a
                bankrupt,
                ceases or suspends business, or makes an assignment of the majority
                of its
                assets for the benefit of its
                creditors;

            


    

     

    
      
        
        

      

      
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              (c) materially
                breaches any obligation under this Agreement or a Technology Schedule
                which breach is not capable of remedy; or

               

              (d) materially
                breaches any obligation under this Agreement or a Technology Schedule
                which breach is capable of remedy but which is not remedied within
                thirty
                (30) days after written notice specifying the breach (the "Default
                Notice"),
                unless the breach specified in the Default Notice reasonably requires
                more
                than thirty (30) days to correct (specifically excluding any failure
                to
                pay money or unauthorized disclosures of Confidential Information),
                and
                the party has begun substantial corrective action to remedy the default
                within such thirty (30) days period and diligently pursues such action,
                in
                which event, termination shall not be effective unless ninety (90)
                days
                has expired from the date of the Default Notice without such corrective
                action being completed and the default remedied.

               

              14.4 Effect
                of Termination on Licenses.
                All licenses granted with respect to a Technology Schedule shall
                terminate as of the effective date of termination or expiration of
                that
                Technology Schedule, except that, provided that Licensee is not in
                breach
                of the Agreement or of the Technology Schedule and continues to pay
                royalties as specified in Section 5, Licensee shall have the right to
                continue having manufactured, distributing and selling Licensee Chips
                which were commercially distributed prior to the effective dent of
                termination or expiration of that Technology Schedule.

               

              14.5 Return
                of Confidential Information and Payment.
                In the event of termination or expiration of this Agreement or any
                Technology Schedule, Licensee shall promptly return to MIPS all
                Confidential Information not required for the exercise of any continuing
                rights under 14.4 and shall pay to MIPS any and all amounts due and
                owing
                under this Agreement or the Technology Schedule.

               

              14.6 Survival
                of Remedies.
                Any termination hereunder shall be in addition to any other remedy
                either
                party may have at law or in equity.

               

              14.7 Survival.
                The provisions of Sections 1, 5, 7, 8, 10, 11, 12, 13, 14.4, 14.5,
                14.6, 14.7, and 15 shall survive any termination or expiration of
                this
                Agreement. The provisions of Section 2 shall survive only to the
                extent set forth in Section 14.4.

               

              15.    GENERAL
                TERMS AND CONDITIONS.

            	 	
              
                15.1 Notices.
                  Any notice required or permitted by this Agreement shall be in
                  writing and
                  shall be delivered to the party's address first set forth above
                  to the
                  attention of President with a copy to General Counsel and will
                  be
                  effective upon receipt. Each party may change its address by notice
                  given
                  in accordance with this Section.

              

               

              15.2 Export.
                In recognition of U.S. and non-U.S. export control laws and regulations,
                Licensee agrees that it will not export, or transfer for the purpose
                of
                reexport, any product, technical data received hereunder or the product
                produced by use of such technical data, including processes and services
                (the "Exported
                Product"),
                in violation of any U.S. or non-U.S. regulation, treaty, Executive
                Order,
                law, statute, amendment or supplement thereto. Further, Licensee
                will not
                export the Exported Product to any prohibited or embargoed country
                or to
                any denied, blocked, or designated person or entity as mentioned
                in any
                such U.S. or non-U.S. regulation, treaty, Executive Order, law, statute,
                amendment or supplement thereto. Unless an authorized representative
                of
                MIPS has informed Licensee in writing to the contrary, it is the
                responsibility of the Licensee, at Licensee's expense, to obtain
                all
                approvals and consents from any governmental or quasi-governmental
                entity
                prior to any export or reexport of the Exported Product for any
                reason.

               

              15.3 Governing
                Law and Forum Selection.
                This Agreement shall be governed by California law excluding its
                choice of
                law rules. With the exception of MIPS' rights to enforce its intellectual
                property rights and the confidentiality obligations under this Agreement
                or any Technology Schedule, all disputes arising out of this Agreement
                shall be subject to the exclusive jurisdiction and venue of the state
                and
                federal courts located in Santa Clara County, California, and the
                parties
                consent to the personal and exclusive jurisdiction and venue of these
                courts. The parties expressly disclaim the application of the United
                Nations Convention on the International Sale of Goods to this
                Agreement.

               

              15.4 Waiver
                or Delay.
                Any express waiver or the failure to exercise promptly any right
                under
                this Agreement will not create a continuing waiver or any expectation
                of
                non-enforcement.

               

              15.5 Assignment.
                Licensee shall not assign or transfer any of its rights or obligations
                under this Agreement without MIPS' prior written consent which shall
                not
                be unreasonably withheld, and any attempt to do so will be null and
                void.
                This prohibition against assignment (whether effected voluntarily
                or by
                operation of law) without prior written consent shall apply even
                in the
                event of merger, reorganization, or when a third party purchases
                all or
                substantially all of Licensee's assets. Subject to the foregoing,
                this
                Agreement will be binding upon and will inure to the benefit of the
                parties and their respective permitted successors and
                assigns.

            


    

     

    
      
        
        

      

      
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              15.6 Captions.
                All Section captions and headings are for reference only and shall
                not be considered in interpreting or construing this
                Agreement.

               

              15.7 Construction.
                This Agreement has been negotiated by the parties, each of which
                has been
                represented by counsel. This Agreement will be fairly interpreted
                in
                accordance with its terms, without any strict construction in favor
                of or
                against either party.

               

              15.8 English
                Language.
                The original of this Agreement has been written its English, and
                such
                version shall be the governing version of the Agreement. Each party
                waives
                any right it may have, if any, under any law or regulation to have
                this
                Agreement written in a language other than English.

               

              15.9 Severabilty.
                If any provision of this Agreement is declared invalid, illegal,
                or
                unenforceable by any tribunal, then such provision shall be deemed
                automatically adjusted to conform to the requirements for validity
                as
                declared at such time and, as so adjusted, shall be deemed a provision
                of
                this Agreement as though originally included herein. In the event
                that the
                provision deemed invalid, illegal or unenforceable is of such a nature
                that it cannot be so adjusted, the provision shall be deemed deleted
                from
                this Agreement as though the provision had never been included herein.
                If
                any provision or portion of this Agreement is held to be unenforceable
                or
                invalid, the parties agree to negotiate, in good faith, a substitute
                valid
                provision which most nearly effects the parties' intent in entering
                into
                this Agreement. In either case, the remaining provisions of this
                Agreement
                shall remain in full force and effect. WITHOUT LIMITING THE FOREGOING,
                IT
                IS EXPRESSLY UNDERSTOOD AND AGREED THAT EACH AND EVERY PROVISION
                OF THIS
                AGREEMENT WHICH PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER
                OF
                WARRANTY OR EXCLUSION OF DAMAGES IS INTENDED BY THE PARTIES TO BE
                SEVERABLE AND INDEPENDENT OF ANY OTHER SUCH PROVISION. FURTHER, IN
                THE
                EVENT THAT ANY REMEDY HEREUNDER IS DETERMINED TO HAVE FAILED OF ITS
                ESSENTIAL PURPOSE, ALL LIMITATIONS OF LIABILITY AND EXCLUSIONS OF
                DAMAGES
                SHALL REMAIN IN EFFECT

               

              15.10 Independent
                Contractor.
                The parties are each independent contractors and neither party shall
                be,
                nor represent itself to be, the franchiser, joint venturer, franchisee,
                partner, broker, employee, servant, agent, or legal representative
                of the
                other party for any purpose whatsoever.

            	 	
              15.11 Injunctive
                Relief.
                The parties acknowledge that any breach of the provisions of
                Sections 2 or 10 of this Agreement may cause irreparable harm and
                significant injury to an extent that may be extremely difficult to
                ascertain. Accordingly, each party agrees that the other party will
                have,
                in addition to any other rights or remedies available to it at law
                or in
                equity, the right to seek injunctive relief to enjoin any breach
                or
                violation of such sections.

               

              15.12 Force
                Majeure.
                A
                party is not liable under this Agreement for non-performance (other
                than
                failure to make payments then owing) caused by events or conditions
                beyond
                that parties control, if the party makes reasonable efforts to
                perform.

               

              15.13 Counterparts.
                This Agreement and each Technology Schedule may be executed in one or
                more counterparts, each of which shall constitute an original, but
                taken
                together shall constitute one and the same document. A facsimile
                signature
                shall have the same force and effect as an original
                signature.

               

              15.14 Precedence.
                In the event of an inconsistency or conflict between the terms and
                conditions of this Agreement and any term or condition of a Technology
                Schedule, the term or condition of the Technology Schedule shall
                prevail and govern with respect to the MIPS Technology licensed pursuant
                to that Technology Schedule

               

              15.15 Entire
                Agreement.
                This Agreement (including its Exhibits) and any Technology Schedules
                executed from time to time, contain and constitute the sole, complete
                and
                entire agreement and understanding of the parties concerning the
                matters
                contained herein and therein, and may not be altered, modified or
                changed
                in any manner except by a writing duly executed by the parties (and
                for
                the sake of clarification, any terms and conditions of any purchase
                order
                issued under this Agreement and/or any Technology Schedule thereunder
                shall be superseded in full by the terms and conditions of this Agreement
                and applicable Technology Schedule(s)). No statements, promises or
                representations have been made by any party to another, or are relied
                upon, and no consideration has been or is offered, promised, expected
                or
                held out, other than as stated in this Agreement and any Technology
                Schedule, and no party is relying on any representations other than
                those
                expressly set forth herein and therein. All prior or contemporaneous
                discussions and negotiations, whether oral or written, have been,
                and are,
                merged and integrated into, and superseded by, this
                Agreement.

            


    

    
       

      
        
        

      

      
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    IN
      WITNESS WHEREOF, each party has caused this Agreement to be executed by its
      duly
      authorized representative:

    
 

    
      	MIPS
              TECHNOLOGIES INTERNATIONAL AG	 	WINTEGRA
              LTD. ("LICENSEE")
	 	 	 	 	 
	By:	      /s/
              Bernhard
              Klauser	
            	By:	      /s/ Kobi
              Ben-Zvi


    

     

    
      	Print
              Name:	Bernhard
              Klauser	
            	Print
              Name:	Kobi
              Ben-Zvi


    

     

    
      	Title:	Director	
            	Title:	CEO 


    

     

    
      
        
        

      

      
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    EXHIBIT
      A

     

    TEMPLATE
      FOR

    MIPS
      CORE TECHNOLOGY SCHEDULES

     

    Each
      MIPS
      Core Technology Schedule shall be in the following format:

     

    MIPS
      CORE TECHNOLOGY SCHEDULE

    for
      the

    [Insert
      MIPS Core being licensed] Core

     

    Licensee
      desires to license from MIPS and MIPS is willing to license to Licensee the
      intellectual property associated with the MIPS Core described below subject
      to
      the terms and conditions of the Master Technology License Agreement for MIPS
      Cores between MIPS and Licensee made to be effective as of January 9, 2001
      (the "Agreement"
      or
      "Master
      Agreement")
      and
      this MIPS Core Technology Schedule (the "Technology
      Schedule")
      to be
      effective as of ________, 200_ (the "Schedule
      Effective Date").
      All
      of the terms and conditions of the Master Agreement are incorporated herein
      and
      shall apply to this Technology Schedule. Unless otherwise indicated, all
      capitalized terms shall have the meanings assigned in the Master
      Agreement:

     

    
      
        	1.    	
                 Licensed
                  MIPS Core:

              


      

      
        	 	 


      

      
        	     	  Description of Licensed MIPS
                Core:


      

    

     

    
      	2.    	
               MIPS
                Deliverables
                (including the confidentiality level and delivery schedule for each
                MIPS
                Deliverable):

            


    

     

    
      	3.    	
               Authorized
                Foundry:

            


    

     

    
      	4.    	
               Licensee
                Application:

            


    

     

    
      	5.    	
               Distribution
                Rights:

            


    

     

    
      	6.    
              	
               License
                Fees:

            


    

     

    
      	    	6.1    	
              The
                Initial Fees:

            


    

     

    
      	    	6.2    	
              Additional
                Per Use Fees:

            


    

     

    
      	7.    	
               Royalties:

            


    

     

    
      	8.    	
               Support
                and Maintenance Fees:

            


    

     

    
      	9.    	
               Support
                and Maintenance Services:

            


    

     

    
      	10.   	
              Term:

            


    

     

    
      	11.   	
              Program
                Managers:

            


    

     

    
      	    	
              For
                Licensee:

            


    

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    For
      MIPS:

     

    Notice
      of
      changes in the above addresses or contacts shall be given in writing in
      accordance with Section 15.1 of the Agreement.

     

    
      	12.    	
              Joint
                Press Announcement:
                Licensee and MIPS shall jointly announce the existence of the license to
                the Licensed MIPS Core specified in this Technology Schedule promptly
                after the Schedule Effective Date. Any such joint announcement shall
                be
                mutually agreed upon.

            


    

     

    
      	13.    	
              Additional
                Terms:

            


    

    


     

    IN
      WITNESS WHEREOF, each party has caused this Technology Schedule to be executed
      by its duly authorized representative:

    


    
      
        	MIPS
                TECHNOLOGIES INTERNATIONAL AG	 	WINTEGRA
                LTD. ("LICENSEE")
	 	 	 	 	 
	By:	     	
              	By:	      



      

       

      
        	Print
                Name:	   
	
              	Print
                Name:	 


      

       

      
        	Title:	  	
              	Title:	 


      

       

      
        	Date:	      	 	Date:	      



      

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

    

     

    EXHIBIT
      B

     

    MIPS
      Compatibility Verification Process

     

    
      	
              1. Verification
                Test Suite.
                Licensee must verify each Licensed Hard Core Implementation developed
                by
                Licensee pursuant to the license described in Section 2.1 of this
                Agreement on each process to be used for volume manufacture. For
                each such
                Licensed Hard Core Implementation, Licensee shall run the latest
                verification test suite ("VTS"
                or "Verification
                Test Suite")
                provided by MIPS under the applicable Technology Schedule, without
                any
                modification to the VTS, in accordance with the process set forth
                in
                Section 2 and/or in Section 3 of this Exhibit B.

               

              2. Verification
                of Licensed Hard Core Implementation Using Final Netlist

               

              (a) For
                each Licensed Hard Core Implementation which Licensee desires to
                verify
                pursuant to this Section 2 of this Exhibit B,
                Licensee shall run the VTS on the final production version of the
                layout
                netlist for such Licensed Hard Core Implementation ("Final
                Netlist"),
                instantiated within a test bench provided by MIPS (the "Verification
                Test Bench").
                The Final Netlist instantiated within the Verification Test Bench
                is
                referred to herein as the "Netlist Verification Environment." Licensee
                shall deliver to MIPS a copy of the log results from running the
                VTS on
                the Netlist Verification Environment and any other resulting data
                ("Netlist
                Log Results").

               

              (b) In
                addition to the Netlist Log Results delivered pursuant to
                Section 2(a), Licensee shall provide MIPS with a copy of the Netlist
                Verification Environment and any other data required for MIPS to
                recreate
                the running of the VTS on the Netlist Verification Environment
                (collectively, the "Netlist
                Test Deliverables").

               

              (c) Within
                thirty (30) days of MIPS' receipt of the Netlist Test Deliverables,
                MIPS
                shall review the Netlist Log Results, and, at its option, may run
                the
                applicable VTS on the Netlist Verification Environment delivered
                by
                Licensee and may notify Licensee in writing that the Licensed Hard
                Core
                Implementation has passed the compatibility verification process,
                or that
                the Licensed Hard Core Implementation has not passed together with
                details
                of the failure. In the event that MIPS does not provide such written
                notification to Licensee within such thirty (30) day period, the
                Licensed
                Hard Core Implementation will be deemed to have passed the compatibility
                verification process. MIPS will give notice that a Licensed Hard
                Core
                Implementation has passed only when the Netlist Log Results and MIPS
                log
                results (if any) indicate 

            	 	
              that
                no errors have been detected or MIPS agrees to waive any errors
                detected.

               

              3. Verification
                of Licensed Hard Core Implementation Using a Test Chip.

               

              (a) For
                each Licensed Hard Core Implementation which Licensee desires to
                verify
                pursuant to this Section 3 of this Exhibit B,
                Licensee shall run the VTS on test chips of the Licensed Hard Core
                Implementation which comply with specifications provided by MIPS
                under the
                applicable Technology Schedule ("Test
                Chips")
                on a test board approved by MIPS ("Test
                Board").
                A Test Chip on a Test Board is referred to herein as the "Test Chip
                Verification Environment." Licensee shall deliver to MIPS a copy
                of the
                log resulting from running the VTS on the Test Chip Verification
                Environment and any other resulting data ("Test
                Chip Log Results")
                together with a mutually agreed upon number of fully functional Test
                Chips
                (but, in any event, at least ten (10) Test Chips) which may be used
                by
                MIPS without restriction.

               

              (b) In
                addition to the Test Chip Log Results and Test Chips delivered pursuant
                to
                Section 3(a), Licensee shall provide MIPS with a copy of the Test
                Chip Verification Environment and any other data required for MIPS
                to
                recreate the running of the VTS on the Test Chip Verification Environment
                (collectively, the "Test
                Chip Test Deliverables").

               

              (c) Within
                thirty (30) days of MIPS' receipt of the Test Chip Test Deliverables,
                MIPS
                shall review the Test Chip Log Results, and at its option, may run
                the
                applicable VTS on the Test Chip Verification Environment delivered
                by
                Licensee and may notify Licensee in writing that the Licensed Hard
                Core
                Implementation has passed the compatibility verification process,
                or that
                the Licensed Hard Core Implementation has not passed together with
                details
                of the failure. In the event that MIPS does not provide such written
                notification to Licensee within such thirty (30) day period, the
                Licensed
                Hard Core Implementation will be deemed to have passed the compatibility
                verification process. MIPS will give notice that a Licensed Hard
                Core
                Implementation has passed only when the Test Chip Log Results and
                MIPS'
                log results (if any) indicate that no errors have been detected or
                MIPS
                agrees to waive any errors
                detected.

            


    

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

     

    
      	
              4. Tests
                on Licensee Chips.
                Licensee shall run the VTS, or shall perform Licensee's normal and
                reasonable test procedure for Licensee Chips ("Normal
                Licensee Test Procedure"),
                on each unit of each Licensee Chip that is manufactured for Licensee.
                Licensee will notify MIPS of the details of the Normal Licensee Test
                Procedure, and will reasonably consider comments from MIPS about
                such
                procedure.

               

              5. Prohibitions
                on Use of the VTS and Verification Environment.
                The VTS, Netlist Verification Environment and Test Chip Verification
                Environment, or any portion or derivative thereof, may not be used
                to test
                or verify core designs other than Licensed Hard Core Implementations
                developed in accordance with this Agreement and the applicable Technology
                Schedule.

            	 	
            


    

    
    

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    


    EXHIBIT
      C

     

    Approval/Notice
      Form

     

    
      
        	
                TO:

              	MIPS
                Technologies International AG	 	
                FROM:

              	              
                	 
	
                ("MIPS")

              	 	 	
                AT:

              	          
                	("Licensee")
	ATTN:	Program
                Manager	 	FAX
                NO	              
                   	 
	FAX NO:	(650) 567-5150	 	 	
                (Please
                  provide fax number to which MIPS should
                  respond)

              	 
	 	 	 	 	 	 


      


     

    The
      Licensee identified above requests approval from MIPS in accordance with the
      terms and conditions of the Master Technology License Agreement for MIPS Cores
      effective as of January 9, 2001 by and between MIPS and Licensee (the
      "Master
      Agreement")
      to use
      the third party identified below for the purpose identified below or hereby
      provides notice to MIPS as set forth below:

     

    
      	
              o
That
                the
                following third party shall be approved as an Authorized Foundry
                for
                purposes of the MIPS Core Technology Schedule for the ______________
                Core,
                effective as of ____________, 200__ entered into by MIPS and Licensee
                pursuant to the terms of the Master Agreement:

                   


            	 	 	 	
              o
 That
                the
                following third party shall be approved as a contractor to be used
                by
                Licensee in exercising its

               

              
                o   
                  "have developed" rights under Subsection 2.1.1 of the Master Agreement,
                  or

                 

                o   
                  "internally develop" or "internally design" rights under Subsection
                  2.1.1
                  or 2.1.2

                 

              

            	 	 	 	
              o  
That
                the following Licensee Chip has been commenced as of ____________,
                200__
                using the version of MIPS Deliverables as set forth
                below:

            
	
              Foundry
                Name

            	 	 	 	as
              permitted under Section 2.2 with respect to the MIPS Core licensed
              	 	 	 	Licensee
              Chip:           
              
	Address: 
	 	 	 	to
              Licensee pursuant to the MIPS Core Technology Schedule for the
              	 	 	 	
            
	      	 	 	 	__________
              Core, effective as of ________________, 200__ 	 	 	 	Licensed
              MIPS Core:         
              
	      	 	 	 	entered
              into by MIPS and Licensee pursuant to the terms of the 	 	 	 	
            
	      	 	 	 	
              Master
                Agreement:

            	 	 	 	Version
              of MIPS Deliverables: 
	Country:    
	 	 	 	     
	 	 	 	 
	     	 	 	 	
              Third
                Party Contractor

            	 	 	 	Version         
              
	Contact
              Name	 	 	 	Address:     
	 	 	 	
            
	
            	 	 	 	     	 	 	 	
            
	Tel/Fax:    
	 	 	 	   
              	 	 	 	
            
	
            	 	 	 	     	 	 	 	
            
	Email:    
	 	 	 	Country:   
	 	 	 	
            
	
            	 	 	 	   
              	 	 	 	
            
	
            	 	 	 	Contact Name	 	 	 	
            
	
            	 	 	 	 	 	 	 	
            
	
            	 	 	 	Tel/Fax:    
	 	 	 	
            
	
            	 	 	 	
            	 	 	 	
            
	 	 	 	 	Email:   
	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	Nature
              of work to be performed:   	 	 	 	 
	 	 	 	 	     	 	 	 	 
	 	 	 	 	   	 	 	 	 


    


     

    
       

      
        
          	 	
                  APPROVED
                    AND ACCEPTED:

                	 	 
	 	 	 	 
	 	MIPS
                  TECHNOLOGIES INTERNATIONAL AG	 	
                
	 	 	 	 	 	 
	 	By:	               
                  	
                	 	
                


        

         

        
          
            	 	Name:	  
	
                  	 	 


          

        

         

        
          	 	Title:	   	
                	 	 


        

         

        
          	 	Date:	                             
                  	 	 	
                


        

      

    

    


    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    


    EXHIBIT
      D

     

    TRADEMARK
      LICENSE AGREEMENT

     

    
      	
              This
                Trademark License Agreement ("Agreement")
                is entered into to be effective as of January 9,2001 (the
                "Effective
                Date")
                by and between MIPS Technologies International AG, a Swiss corporation,
                with its principal place of business at Pestalozzistrasse 2, 8200
                Schaffhausen, Switzerland ("MIPS")
                and Wintegra Ltd, an Israeli corporation, with its principal place
                of
                business at Taya Center 9, Plata asia St Ra anana Industrial Park
                43654
                ISRAEL, P O B 3048 ("Licensee")

               

              BACKGROUND

               

              MIPS
                and Licensee have entered into a Master Technology License Agreement
                for
                MIPS Cores effective on even date herewith ("Master
                Agreement").
                This Trademark License Agreement is incorporated into the Master
                Agreement
                as an exhibit thereto MIPS is the owner of various registered and
                unregistered trademarks, logos and brand names associated with MIPS
                ("MIPS
                Marks")
                Licensee would like to use, pursuant to the terms and conditions
                of this
                Trademark License Agreement (including the Attachment hereto), certain
                MIPS Marks in connection with Licensee Products (as defined
                below)

               

              In
                consideration of the premises and the mutual promises and covenants
                contained herein and in the Master Agreement, the parties agree as
                follows:

               

              1. Definitions

               

              All
                capitalized terms not separately defined in this Trademark License
                Agreement have the meanings set forth in the Master
                Agreement.

               

              "Licensed
                Mark(s)"
                shall mean, subject to Section 6.2, the MIPS Marks set forth in
                Attachment 1 hereto, which may be amended from time to time by mutual
                written agreement.

               

              "Licensee
                Product"
                shall mean any Licensee Chip as defined in the Master Agreement,
                when
                manufactured, marketed and distributed in accordance with the Master
                Agreement

               

              "Promotional
                Materials"
                shall mean promotional materials, including but not limited to
                (i) labels on external packaging or otherwise, (ii) sales
                literature and other collateral material, (iii) product data sheets
                and other technical documentation, and (iv) advertising,
                communications and public relations materials.

               

              "Territory"
                shall mean worldwide, except as modified pursuant to
                Section 2.2.

               

              ''Usage
                Guidelines"
                shall mean MIPS' then-current Corporate Identity and Trademark Usage
                Guidelines, which may be obtained by Licensee from MIPS' marketing
                department or MIPS' web site.

               

              2. Grant
                of License

               

              2.1 Grant.
                Subject to the terms and conditions of this Trademark License Agreement,
                MIPS hereby grants to Licensee the right and license to use the Licensed
                Marks, solely its accordance with the Usage Guidelines and solely
                within
                the Territory, on Licensee Products and in Promotional Materials
                relating
                to Licensee Products

            	 	
              2.2 Territory.
                MIPS may eliminate any country from the Territory if MIPS determines
                in
                its sole judgment that use of any Licensed Mark in such country may
                subject MIPS to legal liability, or may put MIPS' rights in the Licensed
                Mark(s) at risk in such country, and Licensee shall promptly commence
                actions to cease all use, and thereafter shall expeditiously cease
                all
                use, of the Licensed Marks in such country upon written notice from
                MIPS.

               

              2.3 Exclusivity.
                The license set forth in Section 2 1 shall be exclusive with respect
                to those Licensed Marks, if any, listed in Section 1 of Attachment 1,
                and shall be nonexclusive with respect to all other Licensed
                Marks.

               

              2.4 Sublicenses.
                Licensee may sublicense, to its customers or to third party manufacturers
                of Licensee Products that Licensee is permitted to use under the
                Master
                Agreement, only those Licensed Marks which are expressly identified
                in
                Attachment 1 as sublicensable. All such sublicenses shall require
                the
                sublicensee to fully comply with the terms and conditions of this
                Agreement (excluding Section 3), and shall identify MIPS as a third
                party beneficiary of the sublicense agreement.

               

              2.5 Limitations.
                Except as set forth in Section 2 4, Licensee shall have no right to
                sublicense the Licensed Marks Except as expressly set forth in this
                Trademark License Agreement, MIPS reserves all rights in the MIPS
                Marks
                Licensee's license to use the Licensed Marks applies only to the
                Licensed
                Marks exactly as set forth in Attachment 1, and does not extend to
                any
                modified or derived versions of the Licensed Marks, including but
                not
                limited to sequentially larger or smaller, or otherwise related,
                numbers.

               

              2.6 Specimens.
                Licensee agree to supply MIPS with specimens of Licensee's uses of
                the
                Licensed Marks, upon MIPS' reasonable request in connection with
                MIPS'
                maintenance and protection of Licensed Marks.

               

              3. Market
                Research and Joint or Cooperative Promotion

               

              3.1 Market
                Research.
                During the term of this Trademark License Agreement, Licensee will
                share
                with MIPS any information with respect to the Licensed Marks that
                it
                obtains through market research or otherwise and reasonably believes
                may
                affect MIPS' business strategy with respect to the subject matter
                of the
                Master Agreement or this Trademark License Agreement.

               

              3.2 Identification
                of Licensee Products.
                Licensee agrees to identify each Licensee Product as "MIPS-basedTM" in
                Licensee's Promotional Materials for such Licensee Product.

               

              3.3 Joint
                or Cooperative Promotion.
                Each party shall designate an employee as its "Co-Marketing Program
                Manager." The initial Co-Marketing Program Managers for each party
                are
                identified in Attachment 1. Each party will notify the other party in
                writing of successors to its initial Co-Marketing Program Manager.
                The
                Co-Marketing Program Managers shall discuss, share information regarding,
                and be responsible for coordinating, joint or cooperative promotional
                activities upon mutual agreement between Licensee and
                MIPS:

            


    

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    
      	
              (i) the
                development and implementation of mutually beneficial co-branding
                and
                co-marketing programs to promote the Licensed Marks and the Licensee
                Products; and

               

              (ii) the
                identification and exploitation of opportunities to undertake such
                joint
                or cooperative promotional activities, including without limitation
                the
                discussion of pending announcements for each Licensee Product, at
                each of
                the following phases of the worldwide market introduction process
                for such
                Licensee Product: assessment of product positioning in the market,
                readiness of product, development of an integrated communication
                strategy
                and plan, creation of an introduction plan, and actual introduction
                of the
                Licensee Product.

               

              To
                further the promotion of the Licensed Marks and the Licensee Products,
                Licensee may provide to MIPS copies of Licensee's Promotional Materials
                for the Licensee Products. MIPS will make a good faith effort to
                review
                such materials.

               

              4. Quality
                Control and Product Standards.
                Licensee agrees that the Licensee Products and associated Promotional
                Materials shall conform to a high standard in the industry, and shall
                be
                of such appearance and quality as to protect the prestige of the
                Licensed
                Marks and the goodwill pertaining thereto; that Licensee Products
                will be
                manufactured and distributed in accordance with all applicable laws
                and
                regulations and without violating the rights of any third parties;
                and
                that Licensee Products will not reflect adversely on the good name
                of
                MIPS. Licensee shall use the Licensed Marks in connection with Licensee
                Products only if the Licensee Products meet or exceed the standards
                of
                performance and quality historically set by Licensee or its affiliates
                for
                similar goods and services. In the event that MIPS at any time finds
                that
                any Licensee Products provided under the Licensed Marks, or any
                advertisements or promotions thereof, are not in accordance with
                standards
                of quality acceptable to MIPS, are misleading or deceptive, or in
                any way
                reflect negatively on the image of MIPS, then upon written notification
                by
                MIPS, senior management of MIPS and Licensee shall meet and discuss
                the
                deficiencies identified by MIPS, and Licensee shall thereafter rectify
                such deficiencies in a manner agreed upon by the senior management
                of both
                parties.

               

              5. Rights
                To MIPS Marks.
                Licensee acknowledges that, as between the parties, all rights throughout
                the world associated with the MIPS Marks, including the Licensed
                Marks,
                and all goodwill attached thereto, belong exclusively to MIPS. Licensee
                agrees that the MIPS Marks are the sole and exclusive property of
                MIPS,
                and that any and all uses by Licensee of the Licensed Marks shall
                inure to
                the benefit of MIPS. Upon MIPS' reasonable request and at MIPS' expense,
                Licensee agrees to assist MIPS in recording this Trademark License
                Agreement with appropriate governmental authorities. Licensee shall
                not,
                during or after the term of this Trademark License Agreement, act
                in any
                manner which would impair MIPS' ownership of the MIPS Marks.

               

              6. Term
                and Termination

               

              6.1 Term.
                The term of this Trademark License Agreement shall commence on the
                Effective Date and shall terminate upon the expiration or termination
                of
                the Master Agreement, unless this Trademark License Agreement is
                terminated sooner for material breach or otherwise as provided
                herein.

               

              6.2 Termination.
                If either party fails to perform or violates any material obligation
                under
                this Trademark License Agreement, then, upon thirty (30) days written
                notice to the breaching party specifying such default (the "Default
                Notice"),
                the non-breaching party may terminate this Trademark License Agreement
                with respect to all Licensed Marks, or with respect to the specific
                Licensed Marks affected by the default, without liability, unless
                the
                breach specified in the Default Notice has been cured within the
                thirty
                (30) day period.

            	 	
              6.3 Survival.
                Sections 1, 5, 6 3, 8 and 9 shall survive the expiration or
                termination of this Agreement. In addition, in the event that this
                Trademark License Agreement terminates upon the expiration or termination
                of the Master Agreement, the provisions of this Trademark License
                Agreement shall survive with respect to a Licensee Product if and
                to the
                extent that the surviving terms of the Master Agreement permit Licensee
                to
                continue to market and distribute such Licensee Product.

               

              7. Trademark
                Enforcement.
                Licensee agrees to notify MIPS of any unauthorized use of any Licensed
                Mark promptly after it comes to Licensee's attention, and to assist
                MIPS,
                at MIPS' reasonable request and expense, in prosecuting any claim
                against
                any third party involving the Licensed Marks. Licensee shall, at
                MIPS'
                request and expense, reasonably assist MIPS in MIPS' efforts to secure
                registration and/or enforcement of any Licensed Mark.

               

              8. Disclaimer.
                MIPS DOES NOT MAKE ANY WARRANTIES UNDER THIS TRADEMARK LICENSE AGREEMENT,
                AND EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, STATUTORY,
                OR
                IMPLIED, REGARDING THE MIPS MARKS OR THE LICENSED MARKS, INCLUDING
                WITHOUT
                LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR
                A
                PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT OF THIRD PARTY
                RIGHTS.

               

              9. General
                Terms and Conditions

               

              9.1 Incorporation
                by Reference.
                The provisions of Sections 15.1 through 15.15 of the Master Agreement
                are hereby incorporated into, and made a part of, this Trademark
                License
                Agreement

               

              9.2 Entire
                Agreement.
                This Trademark License Agreement, including any Attachment hereto,
                constitutes the entire agreement of the parties concerning its subject
                matter, and may not be modified except by a writing duly executed
                by both
                parties. All prior discussions, drafts and negotiations regarding
                such
                subject matter are merged and integrated into, and superseded by,
                this
                Trademark License Agreement. In the event of any inconsistency between
                the
                terms of the Master Agreement (including all exhibits and attachments
                thereto) and the terms of this Trademark License Agreement with regard
                to
                the subject matter of this Trademark License Agreement, the terms
                of this
                Trademark License Agreement shall control.

            


    

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

    



     

    IN
      WITNESS WHEREOF, the parties hereto have caused this Trademark License Agreement
      to be executed by their duly authorized officers to be effective as of the
      Effective Date.

     

    
      
        
          	MIPS
                  TECHNOLOGIES INTERNATIONAL AG	 	WINTEGRA
                  LTD. ("LICENSEE")
	 	 	 	 	 
	By:	      /s/ Bernhard
                  Klauser	
                	By:	      /s/ Kobi
                  Ben-Zvi


        

         

        
          	Print
                  Name:	Bernhard
                  Klauser	
                	Print
                  Name:	Kobi
                  Ben-Zvi


        

         

        
          	Title:	Director	
                	Title:	CEO 


        

         

      

       

    

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    ATTACHMENT 1

    To
      the
      Trademark License Agreement

     

    Licensed
      Marks

     

    
      	1.    	Exclusive:	 	 	 
	 	 	 	 	 
	 	 	 	Licensed Mail:	Sublicensable?
	 	 	 	
            	 
	 	 	 	None  	NIA
	 	 	 	 	 
	2.    	Nonexclusive	 	 	 
	 	 	 	 	 
	 	 	 	Licensed
              Mark	Sublicensable?
	 	 	 	 	 
	 	 	 	MIPS-basedTM	No
	 	 	 	MIPS64TM	No
	 	 	 	5KcTM	No


    

     

    Co-Marketing
      Program Managers

     

    
       

      
        	    	For
                MIPS:	 	Lee Flanagin
                Director
                  of Corporate Communications

                MIPS
                  Technologies, Inc

                1225
                  Charleston Road

                Mountain
                  View, CA 94043

                Phone:
                  (650) 567-5180

                Fax:
                  (650) 567-5002

                E-mail:
                  flanagin@mips.com

              	 
	 	 	 	 	 
	
                 

              	
                For Licensee:

              	 	Yoram
                Yeivin 
                Vice
                  President of Engineering

                Wintegra
                  Ltd

                Taya
                  Center 9 Hata asia St

                Ra
                  anana Industrial Park 43654 ISRAEL

                P
                  O
                  B 3048

                Phone:
                  011 (09) 743-9998

                Fax:
                  011 (09) 743-9992

                E-mail:
                  yoram@wintegra com

              	 


      

       

      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      

    

     

    EXHIBIT E

     

    Covenant
      to Facilitate Development with MIPS Technology

     

    To
      preserve MIPS' ability to continue to update, enhance, develop and commercialize
      the MIPS Technology, Licensee hereby perpetually and irrevocably (both during
      and after the term of this Agreement) agrees that Licensee and its affiliates
      will not enforce or assert their Intellectual Property Rights in any
      modifications or derivative works of the Licensed MIPS Core developed pursuant
      to the license described in Section 2 against, in connection with, or in a
      manner which in any way limits, hampers or prevents, the use, design,
      development, modification, enhancement, testing, copying, and licensing or
      other
      distribution, by MIPS or its distributors, resellers, OEMs, agents, customers,
      licensees (through multiple tiers of licensing and sublicensing) or end users
      in
      any country, of (i) MIPS Cores, MIPS ISAs and other MIPS Technology, tools,
      physical implementations of MIPS Core designs and MIPS ISAs, and (ii) other
      products incorporating or using MIPS Technology. The parties acknowledge and
      agree that the foregoing covenant will not apply to Licensee's enforcement
      of
      its intellectual property rights in Licensee's proprietary circuit and other
      technology incorporated in Licensee Chips, provided that such technology's
      functionality is independent of the MIPS Core incorporated in such Licensee
      Chips, and provided that such technology was developed independently by Licensee
      without use of the MIPS Technology. By way of example and for clarification,
      the
      parties agree that a technology's functionality (as defined, for example in
      Licensee's patents) is independent of a MIPS Core if such functionality does
      not
      require the unique characteristics of a MIPS Core (e.g. its operation, behavior,
      interfaces, protocols, etc.) but rather may be used equally and without
      modification with processor cores that do not implement the MIPS Architecture
      in
      whole or in part, and that nothing in this covenant prevents Licensee from
      suing
      any third party that violates (whether willfully or otherwise) Licensee's
      patents with respect to Licensee's technology not covered by this covenant.
      The
      parties further acknowledge and agree that the foregoing covenant will not
      apply
      to licensees of MIPS Cores, MIPS ISAs or other MIPS Technology or products
      if
      such licensees have not signed a covenant which extends to Licensee and which
      is
      substantially similar to MIPS' then-current standard covenant for the MIPS
      Core,
      MIPS ISA or other MIPS Technology or products licensed by such licensee.
      Licensee agrees that this Exhibit E
      is not
      confidential, and may be freely disclosed by MIPS to third parties.

     

     

     

    
      


      
        
          	AGREED AND ACCEPTED:	 	 
	 	 	 
	Licensee:	 	 
	 	 	 	 	 
	By:	                      
                  	
                	
                	
                


        

         

        
          	Print
                  Name:	                              
                  	
                	 	 


        

         

        
          	Title:	                  
                  CEO 	
                	 	 


        

         

        
          	Date:	                      
                  	 	 	 


        

      

    

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    MIPS
      CORE TECHNOLOGY SCHEDULE

    for
      the

    MIPS64TM
      5KcTM Core

     

    Licensee
      desires to license from MIPS and MIPS is willing to license to Licensee the
      intellectual property associated with the MIPS Core described below subject
      to
      the terms and conditions of the Master Technology License Agreement for MIPS
      Cores between MIPS and Licensee made to be effective as of January 9, 2001
      (the "Agreement"
      or
      "Master
      Agreement")
      and
      this MIPS Core Technology Schedule (the "Technology
      Schedule")
      to be
      effective as of January 9, 2001 (the "Schedule
      Effective Date").
      All
      of the terms and conditions of the Master Agreement are incorporated herein
      and
      shall apply to this Technology Schedule. Unless otherwise indicated, all
      capitalized terms shall have the meanings assigned in the Master
      Agreement.

     

    1.    Licensed
      MIPS Core:
      MIPS64TM
5KcTM Core

     

    Description
      of Licensed MIPS Core: The MIPS64 5Kc processor core has the following
      characteristics:

     

    
      	
              -
                Based on MIPS64TM architecture

            	
              -
                Memory Management Unit (MMU) with Translation 

            
	
              -
                MIPS64TM Compatible Instruction Set

            	
              Look-Aside
                Buffer (TLB)

            
	
              -
                Functional components:

            	
              -
                Bus interface unit

            
	
              -
                Register file

            	
              -
                Power management

            
	
              -
                ALU & shifter

            	
              -
                EJTAG unit

            
	
              -
                Branch Control Unit

            	
              -
                Maximum cache sizes: 64K Instruction, 64K Data 

            
	
              -
                Fast Multiply/divide unit

            	
              -
                Direct mapped, 2,3,4-way set associative

            
	
              -
                Cache control unit

            	
              -
                16x16, 16x32, 32x32, 64x64 multiply operations 

            
	
              -
                Co-Processor Interface

            	
              -
                64-bit data busses

            


    

     

    2.    MIPS
      Deliverables
      (including the confidentiality level and delivery schedule for each MIPS
      Deliverable:

     

    


    
      	
              Deliverables

            	
              Document
                or Part Number

            	
              Restricted
                Confidential

            	
              Internal
                Confidential

            	
              External
                Confidential

            	
              Commercial

            	
              Delivery

            
	
              Documentation

            
	
              MIPS64
                5Kc Processor Core Implementers Guide

            	
              MD00044

            	
              √

            	 	 	 	
              Within
                1 week after signing

            
	
              MIPS64
                5Kc Processor Core

              Software
                User's Manual

            	
              MD00055

            	 	 	 	
              √
                1

            	
              Within
                1 week after signing

            
	
              MIPS64
                5Kc Processor Core

              Integrator's
                Guide

            	
              MD00056

            	 	 	
              √

            	 	
              Within
                1 week after signing

            
	
              MIPS64
                5Kc Core Data Sheet

            	
              MD00014

            	 	 	 	
              √

            	
              Within
                1 week after signing

            
	
              Design
                Data

            
	
              Verilog
                RTL for 5Kc Core

            	 	
              √

            	 	 	 	
              Within
                1 week after signing

            


    

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    
      	
              Synthesis
                Support

            
	
              Scripts
                for setting cache sizes and types, register file types, EJTAG options,
                scan control, RAM implementation, and clock tree
                implementation

            	 	 	
              √

            	 	 	
              Within
                1 week after signing

            
	
              Synopsis
                Design Compiler shell scripts

            	 	 	
              √

            	 	 	
              Within
                1 week after signing

            
	
              Scan
                insertion and ATPG scripts

            	 	 	
              √

            	 	 	
              Within
                1 week after signing

            
	
              Simulation
                Models

            
	
              Encrypted
                cycle-accurate (VMC) simulation model

            	 	 	
              √

            	 	 	
              Within
                1 week after signing

            
	
              Simulation
                Support

            
	
              Simulation
                scripts

            	 	
              √

            	 	 	 	
              Within
                1 week after signing

            
	
              Simulation
                and verification test bench RTL

            	 	
              √

            	 	 	 	
              Within
                1 week after signing

            
	
              Verification
                Suite

            
	
              Memory
                image and trace files for 5Kc Core

            	 	
              √

            	 	 	 	
              Within
                1 week after signing

            
	
              Build
                and run scripts for 5Kc Core

            	 	
              √

            	 	 	 	
              Within
                1 week after signing

            
	
              Timing
                Analysis

            
	
              Primetime
                scripts for pre-layout STA

            	 	 	
              √

            	 	 	
              Within
                1 week after signing

            


    

     

    1Licensee’s
      customer may not modify or distribute

     

    3.    Authorized
      Foundry:
      The
      following foundry is the Authorized Foundry:

     

    Taiwan
      Semiconductor Manufacturing Company, Limited (TSMC)

     

    United
      Microelectronics Corporation (UMC)

     

    International
      Business Machines Corporation (IBM)

     

    Upon
      written approval fro MIPS (Exhibit C to the Master Agreement may be used
      for this purpose), additional foundries may be added as an “Authorized Foundry”
from time to time during the term of this Technology Schedule.

     

    4.    Licensee
      Application:
      Licensee Chips are being designed for the following applications: networking
      chips.

     

    5.    Distribution
      Rights:
      Licensee may distribute Licensee Chips as packaged integrated circuits
      only.

     

    6.    License
      Fees:

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    6.1    The
      Initial Fees:
      Upon
      execution of this Technology Schedule, Licensee shall owe MIPS a nonrefundable
      initial
      license fee of [†]
      in
      consideration for acquiring the license rights set forth in Section 2 of
      the Master Agreement for (a) the first Licensee Chip developed under this
      Technology Schedule and (b) two other Licensee Chips developed using the
      same die as for the first Licensee Chip which have been packaged and bonded
      differently (provided such two other Licensee Chips disable certain
      functionalities and/or features and shall not add any new functionalities and/or
      features), which fee may be paid under the following payment
      schedule: [†]
on
      or
      before February 15, 2001, [†] on
      or
      before June 1, 2001, and [†] on
      or
      before December 1, 2001. Licensee shall provide MIPS with the requisite
      purchase order in the amount of said initial license fee as soon as practicable
      after execution of this Technology Schedule.

     

    6.2    Additional
      Per Use Fees:
      Licensee shall pay MIPS a nonrefundable additional per use license fee
      of [†]
in
      consideration for acquiring the license rights set forth in Section 2 of
      the Master Agreement for (a) each New Licensee Chip (as defined below)
      developed under this Technology Schedule and (b) for each such New
      Licensee Chip, two other Licensee Chips developed using the same die as such
      New
      Licensee Chip which have been packaged and bonded differently (provided such
      two
      other Licensee Chips disable certain functionalities and/or features and shall
      not add any new functionalities and/or features) (each a "Per
      Use Fee"),
      which
      Per Use Fee shall be due and payable upon the commencement of the design of
      each
      such New Licensee Chip. In the event Licensee desires to develop more than
      two
      other Licensee Chips using the same die as for the first Licensee Chip or each
      New Licensee Chip by packaging and/or bonding the die differently, then Licensee
      shall pay MIPS a nonrefundable additional per use license fee of [†] for
      such
      rights with respect to each such additional Licensee Chip (each a "Bonding
      Per Use Fee").
      Each
      Bonding Per Use Fee shall be due and payable upon the commencement of the
      manufacture of the applicable Licensee Chip, and Licensee shall provide MIPS
      with the requisite purchase order in the amount of the Bonding Per Use Fee
      as
      soon as practicable after the commencement thereof. A Licensee Chip shall be
      considered to be a "New Licensee Chip" unless it is (i) the first Licensee
      Chip developed under this Technology Schedule referred to in
      Paragraph 6.1 above (or the two other Licensee Chips developed using the
      same die as for the first Licensee Chip as provided in Paragraph 6.1
      above), (ii) a Licensee Chip for which a Per Use Fee or Bonding Per Use Fee
      has been paid (which for the sake of clarity, includes two other Licensee Chips
      developed using the same die as a New Licensee Chip as provided above), or
      (iii) has been derived from a Licensee Chip which has previously been
      commenced by making only error corrections, bug fixes or process geometry
      shrinks, where the features and functionality do not change.

     

    7.    Royalties:
      Licensee shall pay MIPS a nonrefundable royalty equal to [†] of
      the
      Net Revenue for each unit of a Licensee Chip shipped by Licensee to Licensee's
      customer for which royalty has accrued in accordance with the Master Agreement
      and pursuant to this Technology Schedule (provided, however, that the
      royalty paid for each unit of a Licensee Chip shall in no event be less than
      the
      minimum royalty per MIPS Core set forth below), which royalty shall vary
      depending upon the cumulative volume of Licensee Chips shipped by Licensee
      as
      described in the chart below:

     

    
      

    

     

    [†]
      Information redacted
      pursuant to a confidential treatment request by Wintegra, Inc. under 17 CFR
§§
200.80(b)(4) and 230.406 and submitted separately with the Securities and
      Exchange Commission.

    
       

    

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	
              Product

            	
              Volume
                Units (in Units of Licensee

              Chips
                Shipped)

            	
              Minimum
                Royalty Per MIPS

              Core
                (“Floor”)

            
	
              MIPS64
                5Kc

            	
              [†] 

            	
              [†] 

            
	 	
              [†] 

            	
              [†] 

            
	 	
              [†] 

            	
              [†] 

            


    

     

    provided,
      however,
      that no
      royalty shall accrue on Licensee Chips in which the Licensed MIPS Core under
      this Technology Schedule has been disabled by Licensee using hardware, such
      that
      the Licensed MIPS Core is not operable and cannot be made operable by Licensee
      or any third party; but
      provided further,
      however,
      that
      for any and all such Licensee Chips, Licensee shall use different and clearly
      distinguished names and numbers, and Licensee shall in addition include in
      any
      royalty reports or other applicable reports provided to MIPS under
      Section 5 of the Master Agreement, the volume, part name(s) and all other
      relevant information for such Licensee Chips reasonably sufficient to enable
      MIPS to track and audit license fees under Paragraph 6.1 and 6.2 and
      royalties under this Paragraph 7 for any and all Licensee Chips.

     

    8.    Support
      and Maintenance Fees:
      Licensee shall pay MIPS a nonrefundable support and maintenance fee of [†] for
      each
      twelve (12) month period commencing on the first anniversary of the Schedule
      Effective Date, which fee shall be due and payable fifteen (15) days prior
      to
      each anniversary of the Schedule Effective Date. Licensee shall provide MIPS
      with the requisite purchase order in the amount of said support and maintenance
      fee at least thirty (30) days prior to each applicable payment due
      date.

     

    9.    Support
      and Maintenance Services:
      MIPS
      will provide support and maintenance services in connection with the MIPS
      Deliverables during the term of this Technology Schedule, provided that Licensee
      has paid each annual support and maintenance fee referred to in Section 8 above.
      In connection with such services, MIPS commits to provide support to Licensee
      from the MIPS Denmark Development Center through a single point of contact
      in
      Copenhagen, Denmark. Attachment A
      to this
      Technology Schedule details MIPS' support and maintenance
      obligations.

     

    10.    Term:
      The
      term of this Technology Schedule shall begin on the Schedule Effective Date
      and,
      unless earlier terminated, shall continue for a period of five (5)
      years.

     

    11.    Program
      Managers:

     

    
      

    

    [†]
      Information redacted
      pursuant to a confidential treatment request by Wintegra, Inc. under 17 CFR
§§
200.80(b)(4) and 230.406 and submitted separately with the Securities and
      Exchange Commission.

    
      
         

      

    

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    
       

      
        	    	For
                Licensee:	 	
                Yoram
                  Yeivin

                Vice
                  President of Engineering

                Wintegra
                  Ltd.

                Taya
                  Center 9 Hata asia St.

                Ra
                  anana Industrial Park 43654 ISRAEL

                P.O.B.
                  3048

                Phone:
                  011 (09) 743-9998

                Fax:
                  Oil (09) 743-9992

                E-mail:
                  yoram@wintegra.com

              	 
	 	 	 	 	 
	
                 

              	
                For
                  MIPS:

              	 	
                Babak
                  Tahari

                North
                  America/Asia Support Manager

                MIPS
                  Technologies, Inc.

                1225
                  Charleston Road

                Mountain
                  View, CA 94043

                Phone:
                  (650) 567-5128

                Fax:
                  (650) 567-5157

                E-Mail:
                  taherigmips.com

              	 


      

       

    

    Notice
      of
      changes in the above addresses or contacts shall be given in writing in
      accordance with Section 15.1 of the Agreement.

     

    12.    Joint
      Press Announcement:
      Licensee and MIPS shall jointly announce the existence of the license to the
      Licensed MIPS Core specified in this Technology Schedule promptly (or on a
      date mutually agreed) after the Schedule Effective Date. Any such joint
      announcement and the date of such joint announcement shall be mutually agreed
      upon.

     

    13.    Additional
      Terms:

     

    13.1    Export
      Information:
      For
      your reference, the U.S. Bureau of Export Administration ("BXA")
      categorizes products created using MIPS Deliverables as "Category 4" products
      (such category includes high performance computers, assemblies, microprocessors,
      software and technology) and determines the need for export licenses by, among
      other things, the composite theoretical performance ("CTP")
      of a
      computer, measured by millions of theoretical operations per second
      ("MTOPS").
      The
      BXA currently views exports (and transfers and uses for reexport) to countries
      based in part on the "Tier" in which such countries fall, with Tier 1 countries
      being the most favorable and Tier 4 countries being the least favorable. As
      of
      the Schedule Effective Date, if used in computers with a CTP of up to 6,500
      MTOPS and not capable of a CTP exceeding 6,500 MTOPS in aggregation, Category
      4
      products may be shipped without an export license (utilizing the license
      exception CTP) to any country except Tier 4 countries (which require export
      licenses or special government approval). In addition, Category 4 products
      are subject to specific rules implemented by the BXA depending on the "Tier"
      of
      the countries in question. Further, some end-users and purchasing entities
      and
      persons have been determined by the BXA to require an export license if they
      are
      the destination of a Category 4 product by export or by transfer or use for
      reexport. Other applicable governing bodies promulgate additional laws, rules
      and regulations and will amend and/or supplement them over time.

     

    13.2    Option
      to Purchase Hard Core from Licensee:
      In
      consideration for the rights granted under this Technology Schedule, Licensee
      agrees that MIPS shall have the right and option during the term of this
      Technology Schedule, to acquire from Licensee a Licensed Hard Core
      Implementation of the Licensed MIPS Core together with the nonexclusive,
      worldwide, nontransferable, royalty-free fully paid up right and license to
      the
      Licensed Hard Core Implementation, including all Intellectual Property Rights
      therein, and the right to use, copy, have copied, modify, have modified, create
      derivative works thereof and to license such Licensed Hard Core Implementation
      or any derivative work thereof to MIPS licensees for any purpose upon payment
      by
      MIPS to Licensee, in the amount of [†].
      Licensee acknowledges and agrees that Licensee is responsible for obtaining
      all
      permissions, licenses, and consents necessary from any third party in order
      to
      develop the Licensed Hard Core Implementation and license it to MIPS as
      described in this Section 13.2; provided, however, that in connection with
      such license, (a) Licensee shall provide MIPS with a complete list of the
      identities and contact information of all third parties whose intellectual
      property is incorporated in the Licensed Hard Core Implementation no later
      than
      the first Tapeout of such Licensed Hard Core Implementation, and (b) MIPS shall
      be responsible for obtaining all permissions, licenses and consents necessary
      from the third parties so identified by Licensee in order to effectuate the
      license with respect to such third party intellectual property. The deliverables
      for the Licensed Hard Core Implementation shall meet design specifications
      and
      comply with process technology data and rules and shall be similar in scope
      as
      those provided by MIPS to its licensees for such hard core
      implementations.

     

      
        
[†]
        Information redacted
        pursuant to a confidential treatment request by Wintegra, Inc. under 17 CFR
§§
200.80(b)(4) and 230.406 and submitted separately with the Securities and
        Exchange Commission.

    

    
       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

    

    IN
      WITNESS WHEREOF, each party has caused this Technology Schedule to be executed
      by its duly authorized representative:

     

    
      


      
        
          	MIPS
                  TECHNOLOGIES INTERNATIONAL AG ("MIPS")	 	WINTEGRA
                  LTD. ("LICENSEE")
	 	 	 	 	 
	By:	      /s/ Bernhard
                  Klauser	
                	By:	      /s/ Kobi
                  Ben-Zvi


        

         

        
          	Print
                  Name:	Bernhard
                  Klauser	
                	Print
                  Name:	Kobi
                  Ben-Zvi


        

         

        
          	Title:	Director	
                	Title:	CEO


        

         

        
          	Date:	January
                  10, 2001	 	Date:	January
                  10, 2001


        

         

        
          
            
            

          

          
            6

            
              

            

          

          
            
            

          

        

      

    


    ATTACHMENT
      A 

    to
      the
      Technology Schedule for the MIPS64 5Kc Core

     

    MIPS
      Support and Maintenance Program

     

    Maintenance
      of Licensed MIPS Core:

     

    
      	 	
               ̈

            	
              MIPS
                will provide updates made generally available by MIPS to similar
                licensees
                  of the Licensed MIPS Core, and to the MIPS Deliverables listed
                in the
                Technology Schedule.

            


    

     

    
      	 	
               ̈

            	
              MIPS
                will provide bug fixes made generally available by MIPS to similar
                licensees of the Licensed MIPS Core, and to the MIPS Deliverables
                listed
                in the Technology Schedule,

            


    

     

    
      	 	
               ̈

            	
              Updates
                and bug fixes will be distributed when generally available from MIPS.
                At
                MIPS sole discretion, a limited number of updates and/or bug fixes
                may be
                distributed prior to general availability in order to assure the
                quality
                and applicability of the update and/or bug
                fix.

            


    

     

    Technical
      Support:
      

     

    
      	 	
               ̈

            	
              MIPS
                will assign a Technical Support Program Manager as the contact person
                for
                technical support for the Licensed MIPS Core and the MIPS Deliverables
                listed in the Technology Schedule.

            


    

     

    
      	 	
               ̈

            	
              MIPS
                will provide guidance on system environment and methodology for using
                the
                Licensed MIPS Core and the MIPS Deliverables listed in the Technology
                Schedule.

            


    

     

    
      	 	
               ̈

            	
              MIPS
                will address questions regarding interfaces to the Licensed MIPS
                Core and
                compatibility verification testing of the Licensed MIPS
                Core.

            


    

     

    
      	 	
               ̈

            	
              As
                part of the first year maintenance and support, a two (2) day training
                course will be provided to Licensee for up to eight (8) Licensee
                employees
                focusing on the architecture and hardware interface with the Licensed
                MIPS
                Core. The training will take place at MIPS'
                facility.

            


    

     

    
      	 	
               ̈

            	
              Additional
                training courses are available from MIPS. If Licensee desires a standard
                training program, Licensee will be charged MIPS' then standard training
                rates and may obtain such additional training courses via submission
                of a
                Purchase Order referencing this Technology Schedule that is signed by
                Licensee and approved by MIPS. If Licensee desires a custom training
                program, Licensee may obtain such additional training course via
                a
                Statement of Work signed by both parties pursuant to a separate Master
                Professional Services Agreement entered into by the
                parties.

            


    

     

    
      	 	
               ̈

            	
              MIPS
                will provide Technical Support via telephone and/or email, and support
                will be directed to the Licensee contact
                person.

            


    

     

    
      	 	
               ̈

            	
              MIPS
                will provide phone and email support on the MIPS Deliverables listed
                in
                the Technology Schedule. Bundled support is limited to forty (40)
                hours
                for each year of maintenance and support
                services.

            


    

     

    
      	 	
               ̈

            	
              Additional
                support hours are available from MIPS in blocks of 100 hours as a
                value-added engineering services consulting package delivered on
                a time
                and materials basis and will be charged at MIPS' then standard support
                rates. Licensee may obtain such additional support via submission
                of a
                Purchase Order referencing this Technology Schedule that is signed
                by
                Licensee and approved by MIPS.

            


    

     

    
      	 	
               ̈

            	
              As
                part of the first year maintenance and support, one (1) reference
                board
                will be provided to Licensee when made available by
                MIPS.

            


    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    
      	 	
               ̈

            	
              Additional
                reference boards may be available from MIPS or MIPS' supplier. If
                available from MIPS, Licensee may obtain such additional reference
                boards
                via submission of a Purchase Order referencing this Technology Schedule
                that is signed by Licensee and approved by
                MIPS.

            


    

     

    
      	 	
               ̈

            	
              MIPS
                will address questions and provide support for the reference board,
                board
                firmware and documentation provided by MIPS, but will not be responsible
                for support of any Third Party software or documentation. MIPS does
                not
                explicitly or implicitly warrant, maintain or support any Third Party
                products, services, software, operating systems or solutions and
                Licensee
                must obtain any support for Third Party deliverables directly from
                the
                Third Party.

            


    

     

    
      	 	
               ̈

            	
              Technical
                Support time will be charged per hour per Technical Support Incident.
                An
                Incident is defined as a single Technical Support event that may
                take
                several Licensee contacts to resolve. A single Licensee report request
                may
                result in multiple Incidents.

            


    

     

    
      	 	
               ̈

            	
              MIPS
                will respond to Technical Support requests within 24 hours of request.
                24-hour response shall be limited to regular working days (weekends
                and US
                and Denmark business holidays are excluded). Response time is not
                the time
                required to resolve the problem.

            


    

     

    
      	 	
               ̈

            	
              MIPS
                will provide a case number for all Technical Support
                Incidents.

            


    

     

    
      	 	
               ̈

            	
              MIPS
                will provide weekly status updates to the Licensee for all Technical
                Support Incidents open for over five (5) working
                days.

            


    

     

    
      	 	
               ̈

            	
              Escalation
                of Technical Support Incidents open more than ten (10) business days
                is
                available at the Licensee's request. The Licensee may request review
                and
                escalation of the unresolved Incident through the MIPS' Program Managers),
                or through MIPS' Director of Support and Services. Licensee and MIPS
                shall
                work to resolve the escalated Incident. Licensee acknowledges the
                complex
                technical nature of CPU cores and understands that some support requests,
                by their nature, take indeterminate time to
                resolve.

            


    

     

    
      	 	
               ̈

            	
              All
                Technical Support requests are logged in a support database used
                for
                Technical Support quality
                assurance.

            


    

     

    Quality
      Assurance:

     

    The
      Technical Program Manager will hold a customer support review meeting at least
      once a month in order to review performance, and address issues that have been
      raised, subject to the forty (40) hours bundle as referenced in the Technical
      Support section above. MIPS shall agree to additional meetings, or waiver of
      these meetings, at Licensee's reasonable request, and MIPS will not unreasonably
      withhold its approval of these requests. Attendees will be the MIPS' Program
      Manager(s), the Licensee's Program Manager(s) and such other Licensee and MIPS
      representative(s) as the Program Manager(s) deem appropriate. Feedback coming
      from the Licensee with respect to Licensee's experience of working with MIPS
      and
      MIPS Technology may be presented to MIPS senior management. Engineering
      Services:

     

    Engineering
      Services:

     

    Services
      not provided by Maintenance and Technical Support are available from MIPS'
      Engineering Services organization. Licensee may procure such services either
      pursuant to a separate Master Professional Services Agreement under which MIPS
      and Licensee may enter into Statements of Work (SOWs), Maintenance Schedules
      and/or Training Schedules from time to time or, when appropriate, pursuant
      to a
      separate Purchase Order signed by Licensee and approved by MIPS. MIPS may
      provide the following services at the Engineering Services rates in effect
      when
      the SOW, Maintenance Schedule, Training Schedule and/or Purchase Order are
      mutually agreed upon. Examples of these services are:

     

    
      	 ̈  	
              Support
                in tailoring of the MIPS Deliverables to the Licensee's own design
                flow.

            


    

     

    
      	 ̈  	
              Support
                of the Licensee during the core hardening stage of
                development.

            


    

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    
      	 ̈  	
              Support
                in the integration and interface of the core within the Licensee's
                System
                on Chip.

            


    

     

    
      	 ̈  	
              MIPS
                software expert guidance which may include assistance with
                :

            


    

     

    
      
        	 	
                 ̈

              	
                Optimization

              


      

       

      
        	 	
                 ̈

              	
                Exception
                  handlers

              


      

       

      
        	 	
                 ̈

              	
                Memory
                  Mapping Issues

              


      

       

      
        	 	
                 ̈

              	
                Boot
                  code

              


      

       

      
        	 	
                 ̈

              	
                EJTAG
                  usage

              


      

       

      
        	 	
                 ̈

              	
                
                  Help
                    in the "bring-up" of Licensee's SOC in Licensee's system
                    board.

                

              


      

    

     

    
      	 ̈    	
              Guidance
                in MIPS core related issues during the system level verification
                phase of
                development

            


    

     

    In
      order
      to obtain a quote for any Engineering Services, please contact your MIPS Program
      Manager(s) or send email to: support@mips.com.

     

    
      
        
          
            
            

          

          
            9