exv10w19



 






Exhibit 10.19




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SONICS

LIC#15635

Page 1 of 15




Technology License Agreement*



This Technology License Agreement, (hereinafter “Agreement”) is made effective the 31st day of
January, 2003 (the “Effective Date”) by and between Texas Instruments Incorporated, a Delaware
corporation, having its principal place of business at 12500 TI Boulevard, Dallas, Texas 75243, and
its Subsidiaries (hereinafter “TI”), and Sonics, Inc., a Delaware corporation, having its principal
place of business at 2440 West. El Camino Real, Suite 600, Mountain View, CA 94040 (hereinafter
“Sonics”). TI and Sonics may be referred to individually as a “Party” or collectively as the
“Parties.”



WHEREAS, Sonics is engaged in the design and development of semiconductor related intellectual
property core solutions;



WHEREAS, TI is engaged in the design, development and manufacture of semiconductor solutions for
use in, among others, consumer and industrial applications;



WHEREAS, TI wishes to license Sonics Products for use with TI’s semiconductor solutions in certain
products;



WHEREAS, Sonics is willing to grant TI a license enabling the above use of the Sonics Products in
accordance with the terms and conditions set forth in this Agreement;



NOW THEREFORE, in consideration of the mutual covenants herein and for good and valuable
consideration, receipt of which is hereby acknowledged, the Parties agree as follows:




1. Definitions.



For the purposes of this Agreement, the following terms, in addition to the terms elsewhere defined
in this Agreement, will have the meanings set forth below.





	 	1.1.	 	“ASP” shall mean the average selling price of any Licensed Product in any given
class calculated based upon the aggregate invoice prices charged on arm’s length terms by
TI in the sale or distribution of such Licensed Product, adjusted for any (i) ROM–coded
software in any non-volatile memory bundled with the Licensed Product, (ii) any die bundled
or assembled with the Licensed Product and which does not contain a Smart Core (such
adjustment shall be based on TI’s cost of such die multiplied by a factor of 1.5), (iii)
value added, sale, import, or other tax, duty or tariff payable thereon or trade discount,
and (iv) freight and insurance costs incurred.
	 
	 	1.2.	 	“Confidential Information” shall mean all technical, financial, commercial,
legal or other information, in whatever form or media, that is not generally known to the
public, whether or not it is patented, registered or otherwise publicly protected, and
includes, without limitation, the Licensed Technology, databases and netlists generated
with the Licensed Technology, the terms and conditions of this Agreement and the commercial
intentions of the Parties.
	 
	 	1.3.	 	“Independent Technology” shall mean either Party’s technical information,
including, but not limited to, all drawings, schematics, layouts, plans, architectures,
tools, mathematical models, data, formulae, algorithms, methods, guidelines, practices,
prototypes, tests, cell libraries, semiconductor topographies, and reports, as well as all
computer software, firmware and hardware, and all Intellectual Property Rights relating
thereto, developed, owned, or lawfully possessed by a Party prior to or outside of the
scope of, this Agreement.







 




			
	*	 	 [***]:  Certain information in this document has been
omitted and filed separately with the Commission. Confidential treatment has
been requested with respect to the omitted portions.



Sonics
License




 









 





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	 	1.4.	 	“Intellectual Property Rights” shall mean all patents, patent applications,
utility models issued or pending, registered and unregistered design rights, copyrights
(including copyrights on software in any form and moral
rights), trade secrets and proprietary know-how, mask works, registered and unregistered
trademarks and other similar statutory intellectual property or industrial rights related
thereto, as well as applications for any such rights.
	 
	 	1.5.	 	“Licensed Products” shall mean semiconductor devices that: (a) are made by or
for TI; (b) are sold and distributed by TI to TI customers; and (c) are embedded with a
Smart Core.
	 
	 	1.6.	 	“Licensed Technology” shall mean the Sonics Products for which TI has taken a
license under this Agreement and Synapse Studio. Licensed Technology with respect to each
Sonics Product shall include Transfer Materials and all other technical information
necessary for the use of the applicable Sonics Product and all Updates required to be
provided by Sonics to TI hereunder. Licensed Technology shall include all available user
documentation developed from time to time by or for Sonics in relation to any Licensed
Technology.
	 
	 	1.7.	 	“OMAPÔ Processor(s)” shall mean a certain family of semiconductor
processing devices manufactured by or for TI.
	 
	 	1.8.	 	“RTL Code version of a Smart Core” shall mean a register transfer level
description of a SMART Core and is the output of Synapse Studio, and shall be made
available to TI in un-obfuscated, human-readable format.
	 
	 	1.9.	 	“Smart Core(s)” shall mean any integrated circuit design database(s) that
is(are) generated by the use of Synapse Studio, and Derivatives thereof (Section 5.5).
	 
	 	1.10.	 	“Sonics Products” shall mean the following:






	 	1.10.1.	 	“Smart Interconnect Products” shall mean the products described in Exhibit A
to this Agreement and such other of Sonics Smart Interconnect Products for which TI
shall have the right to exercise the option contained in Section 8.1. For the avoidance
of doubt, any product that Sonics may introduce in the future shall be construed to be
within one of the classes of Sonics Products described below unless such new product
shall be developed by Sonics from the ground up without reuse of any substantial
component (unless such reuse is categorically necessary to ensure interoperability with
other Sonics Products) of one of the below listed classes of Sonics Products; with
respect to any new product released by Sonics that Sonics does make available to TI
pursuant to maintenance under this Agreement, the burden shall be upon Sonics to prove
the product was developed by Sonics completely independently from any of the product
classes listed below. Smart Interconnect Products shall mean those classes of design
technology (including macro’s and tools), which are used to generate and implement
on-chip communications between large intellectual property cores configurable based upon
the user’s design requirements and shall include but not be limited to any and all of
the following:






	 	1.10.1.1	 	Silicon Backplane class of Products: Fully synthesizable, internally
synchronous time division multiplexed bus interconnect with a fixed request to
response pipeline and memory mapped targets for high bandwidth applications;
	 
	 	1.10.1.2	 	Synapse 3220 class of Products: Fully synthesizable, internally synchronous
shared bus interconnect connecting centrally located initiators with memory
mapped lower bandwidth peripherals in low power applications; and
	 
	 	1.10.1.3	 	Dolphin class of Products: Fully synthesizable, internally synchronous
distributed full or partial crossbar interconnect with distinct request and
response paths and memory mapped targets for low power applications.




 









 











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	 	1.10.2.	 	“Smart IP Core Products” shall mean any Sonics intellectual property core
products, other than Smart Interconnect Products, for which TI shall have the right to
exercise the option contained in Section 8.1. Smart IP Cores shall include any and all
of the following classes of intellectual property core products:






	 	1.10.2.1	 	MemMax Memory Scheduler class of Products:
	 
	 	1.10.2.2	 	DMA Slice class of Products






	 	1.11.	 	“Specification” shall mean the mutually agreed upon and executed functional
specifications of the applicable Sonics Product set forth in Exhibit A and/or the
applicable addendum to this Agreement.
	 
	 	1.12.	 	“Subsidiary” shall mean a corporation, company or other entity (a) fifty
percent (50%) or more of whose outstanding shares or securities representing the right to
vote for the election of directors or other managing authority are, or (b) which does not
have outstanding shares or securities, as may be the case in a partnership, joint venture
or unincorporated association, but at least fifty percent (50%) of whose ownership interest
representing the right to make the decisions for such corporation, company or other entity
is, now or hereafter, owned or controlled, directly or indirectly, by a Party hereto.
However, such corporation, company or other entity shall be deemed to be a Subsidiary only
so long as such ownership or control exists.
	 
	 	1.13.	 	“Synapse 3220” shall be the initial class of Sonics Products licensed to TI
hereunder and shall mean the Sonics intellectual property that implements on-chip
communications between other intellectual property cores, which contains the features and
which meets the Specification detailed in Exhibit A.
	 
	 	1.14.	 	“Synapse Studio” shall mean the software design tools listed in Exhibit A or
its addenda which are to be delivered with Sonics Products and be used to generate Smart
Cores: these include, but are not limited to, development tools, synthesis tools, and
verification tools.
	 
	 	1.15.	 	“Transfer Materials” shall mean for the initial Licensed Technology, the
technical information listed in Exhibit A hereto. For future Sonics’ Products licensed to
TI as provided herein, the Transfer Materials shall be of comparable nature and detail to
those delivered for the initial Licensed Technology sufficient to enable comparable
utilization of such Licensed Technology by TI.
	 
	 	1.16.	 	“Updates” shall mean any releases, revisions, modifications, additions and
enhancements, including upgrades and/or the addition of any new features, to the Licensed
Technology that are designed by Sonics and made available to any other licensee.





2. Purpose and Scope of Agreement.





	 	2.1.	 	[***].
	 
	 	2.2.	 	[***].
	 
	 	2.3.	 	On completion of Sonics’ development of a product in accordance with the provisions of
this Section 2, such product shall be treated as a Sonics Product and subject to the option
rights set forth in Section 8.
	 
	 	2.4	 	Sonics may publish a press release after execution of this Agreement, provided such
press release has been reviewed and received TI’s prior written approval. Sonics shall
also be free to disclose its relationship with TI to companies that desire to use Sonics’
products. Subject to any restrictions placed by TI, including, but not limited to the
provisions of  TI’s Trademark License Agreement attached as Exhibit B hereto, Sonics may
include TI’s name and logo on sales or marketing brochures to disclose the relationship
between the Parties. Further, Sonics may, as mutually agreed to between the Parties, participate in TI
promotional tours sponsored




 









 











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	 	 	 	by TI’s Wireless Terminal Business Unit (“WTBU”) to present how
OMAPTM Processors can be integrated using the Licensed Technology.





3. Licensed Technology Delivery.





	 	3.1.	 	Delivery of Transfer Materials. Sonics shall deliver to TI the Transfer Materials
described in Exhibit A for the initial Sonics Product in accordance with the schedule
herein. Thereafter, for future Sonics Products, delivery will be as described in Section
8.5.
	 
	 	3.2.	 	Commencement Notices. TI shall deliver to Sonics a Commencement Notice upon the start
of design or development of a semiconductor device incorporating a Smart Core if any
portion of the up front license fee becomes payable to Sonics as a result of such new
design or development. If TI does not thereafter release such device to commercial volume,
TI may apply the license fee paid for such device to a new device by so notifying Sonics in
the Commencement Notice for the new device. The start of a design corresponds to the state
of a design project where the architectural definition, functional specification, PPA
(power, performance and area), and project milestones of a particular TI semiconductor
device have been defined. The form of the Commencement Notice is attached hereto as
Exhibit E.
	 
	 	3.3	 	Delivery and Acceptance of Licensed Technology. Sonics shall provide to TI each of the
“Deliverables” (including but not be limited to, mutually agreed upon Specifications,
acceptance criteria, project plans, other documentation, supplies and/or work product) that
Sonics must furnish to TI to complete a Milestone Event set forth in the Payment Schedule in
Exhibit A and/or addenda thereto. TI shall provide written notification to Sonics as to
whether each Deliverable meets mutually agreeable acceptance criteria within fifteen (15)
business days of receipt of each Deliverable. If TI does not reject a Deliverable within
this acceptance period, the Deliverable shall be deemed accepted. If TI rejects a
Deliverable (or any portion of the Deliverable), TI shall provide a written statement of TI’s
reasons for rejection to Sonics that is sufficient for Sonics to identify how the Deliverable
does not meet acceptance criteria approved by the Parties. In the event that Sonics is
unable to correct at its own cost any errors, inaccuracies, defects, incorrect references or
deviations within thirty (30) business days thereafter, TI reserves the right to withdraw the
Sonics Product from this Agreement and be refunded any payments made previously to Sonics
with respect to the withdrawn Sonics Product. If TI withdraws any Sonics Product from this
Agreement under this Section, all license rights to such Sonics Product will terminate.





4. Title.





	 	4.1.	 	Title. Sonics represents and warrants that it has sufficient right, title and interest
in the Licensed Technology to enter into this Agreement. Sonics further represents and
warrants that: (i) the Licensed Technology is the original work of Sonics and was developed
without unauthorized access to or knowledge of any third party confidential materials; and
(ii) as of the date of signing this Agreement, Sonics is not aware of any claim that the
Licensed Technology infringes any third party Intellectual Property Rights.
	 
	 	4.2.	 	Independent Technology. Subject to any licenses expressly granted in this Agreement,
each Party shall continue to own all right, title and interest in its Independent
Technology, and the Agreement does not grant any right, title or interest in and to any
patents, copyrights, trade secrets, trademarks or other property rights or rights of
ownership of a Party’s Independent Technology in whatever form.
	 
	 	4.3.	 	Ownership of Licensed Technology. Subject to the licenses granted to TI pursuant to
this Agreement and TI’s continued ownership rights in TI Independent Technology, and TI
acknowledges that Sonics reserves all of its right, title and interest in and to all
Licensed Technology.




 









 











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	 	4.4.	 	Limited Covenant Not To Sue. Commencing as of the Effective Date and continuing until
the termination or expiration, whichever comes first, of this Agreement, TI hereby
covenants and agrees that it will not sue or bring any action on an offensive basis (i.e.,
not in response to an action for patent infringement against TI or any of its affiliated
companies by Sonics) against Sonics’ use of the Licensed Technology under any TI patent
claims enforceable during the term of this Agreement, but only to the extent such patent
contains claims that read on any TI Independent Technology provided by TI to Sonics under
this Agreement and which TI requests in writing be incorporated by Sonics in the Licensed
Technology. Notwithstanding anything else in this Agreement to the contrary, in no event
shall this Section 4.4 extend to any patent claims relating to semiconductor manufacture or
process technology owned or controlled by TI.
	 
	 	4.5.	 	Sonics represents and warrants that any and all code that is contained in the Sonics
Products that is not originally developed by Sonics or that is based upon any Open Source
Program will be identified in Exhibit A and/or its addenda or a Professional Services
Agreement Statement of Work that describes the Sonics Product.





5. Licenses to TI.





	 	5.1.	 	In consideration of the agreement by TI to pay the applicable license fees and royalty
fees in accordance with Section 7 and subject to and upon the terms and conditions of this
Agreement, Sonics hereby grants to TI a perpetual and irrevocable, non-transferable,
non-exclusive, world-wide right and license under the Intellectual Property Rights of
Sonics.






	 	5.1.1.	 	subject to the provisions of Section 8, to manufacture, have manufactured, and use and
sell, supply and distribute to any third party any Licensed Products;
	 
	 	5.1.2.	 	to use and copy the Transfer Materials solely for the purposes of (i) exercising the
rights and licenses hereby granted and/or (ii) developing, or having developed, Licensed
Products;
	 
	 	5.1.3.	 	to modify, and have modified any Smart Core and any Transfer Material, excluding
Synapse Studio, licensed by TI hereunder
	 
	 	5.1.4.	 	to use and copy any Sonics’ trade mark in the promotion and sale of Licensed Products.
Any use by TI of Sonics’ trade marks shall only be in connection with (i) the exercise
of TI’s rights hereunder with respect to Licensed Products and/or (ii) any related
packaging, marketing, publicity, demonstration, promotional, advertising, instructional
or other material. TI agrees to immediately discontinue any use of any Sonics’ trade
marks by TI to which Sonics objects.






	 	5.2.	 	Save as licensed in Section 5.1, TI acquires no right, title or interest in and to
Sonics Products, Transfer Materials and Independent Technology.
	 
	 	5.3.	 	TI shall faithfully reproduce and not remove or obscure any notice placed on the
Transfer Materials by Sonics to protect Sonics’ Intellectual Property therein. TI shall
incorporate corresponding notices within the datasheets of Licensed Products which
incorporate Licensed Technology.
	 
	 	5.4.	 	In no event shall the license grant set forth in Section 5.1 be construed as granting
TI, expressly or by implication, estoppel or otherwise, a license to use or sublicense any
Sonics technology other than express licenses to the Sonics Products, related Transfer
Materials and the Intellectual Property Rights related specifically thereto.






	 	5.5.	 	Any modifications created pursuant to Section 5.1.3 shall be owned by TI, provided
however, that TI agrees not to assert any of TI’s Intellectual Property Rights, arising out
of only those portions of the Sonics Core RTL not dictated by TI configuration requirements
that is subsequently modified by TI. TI may only (i) use





 









 










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	 	 	 	the modifications internally or
(ii) embed the modifications into a semiconductor device for transfer to third parties.
Except as permitted by Section 5.6, TI may not transfer the modifications to any third
party, except as embedded in a semiconductor device. Any Smart Core that is modified
pursuant to this Section is a “Derivative” Smart Core.
	 
	 	5.6.	 	The license provided herein shall be construed to permit TI to provide to third-parties
the Licensed Technology (except for Synapse Studio, which may not be provided to Third
Parties) only in connection with development of Licensed Products.





6. Maintenance and Additional Support.





	 	6.1.	 	Maintenance. During the Term of the Agreement, Sonics shall provide the following
types of maintenance for each Licensed Technology/Sonics Product for which TI has made
payment of the applicable maintenance fees included in Exhibit A and/or its addenda.






	 	6.1.1.	 	Maintenance Services. Maintenance services will include bug fixes (including error
corrections) to the Licensed Technology, and analysis of, and response to reported
errors in the Licensed Technology. Maintenance services will also include Updates to
the Licensed Technology that are made available to any of Sonics’ customers.
	 
	 	6.1.2.	 	Training. Training will include training classes for up to eight (8) TI engineers, at
a Sonics’ location (or at a TI location upon payment by TI of travel costs), consisting
of training and system analysis on the Licensed Technology.
	 
	 	6.1.3.	 	Technical Support. Sonics will provide technical support from engineers experienced
in the Licensed Technology by telephone, fax, and email support in response to requests
for assistance in understanding and use of the Licensed Technology.






	 	6.2.	 	Sonics hereby agrees to the following responsiveness goals and reporting requirements
with respect to all Licensed Technology for which maintenance is provided:






	 	6.2.1	 	Sonics will make best efforts to attain Average Time to Resolution (ATR) of
[***] for all Severity One (Sev1) problem reports (PRs) submitted during the term of the
Agreement. A Sev1 PR is defined as one in which TI is unable to use the Licensed
Technology, resulting in a stoppage of all design or production progress.
	 
	 	6.2.2	 	Sonics will make best efforts to attain an ATR of [***] for all Severity Two
(Sev2) PRs submitted during the term of the Agreement. A Sev2 PR is one in which TI
cannot use the effective portion of the Licensed Technology, but can continue work on
other aspects of the design. The nature of a Sev2 PR is such that that it will
eventually be reclassified as Sev1 if not corrected within the time frame above.
	 
	 	6.2.3	 	For both Sev1 and Sev2 PRs, ATR refers to the period starting with Sonics
receipt of a qualified PR from TI and ending with the closing of such PR by patch, work
around, or other means mutually agreed upon by Sonics and TI.
	 
	 	6.2.4	 	Sonics will be responsible to track and report quarterly on the following
metrics:




1. Sev1 Backlog



2. Sev1 Incoming rate

3. Sev1 ATR

4. Sev2 Backlog




 









 








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5. Sev2 Incoming rate

6. Sev2 ATR





	 	6.2.5	 	Sonics will provide TI with status reports, as reasonably required by TI, of all
TI reported problems and resolutions. This data will be used strictly by TI for
internal problem tracking and analysis.
	 
	 	6.2.6	 	If during any quarter the support goals referenced in “a” and “b” are not
achieved, Sonics will develop an action plan to address any deviations of more than
[***] in the goals. This action plan will be submitted in writing to TI within thirty
(30) days of notification of such metrics exceeding the goals.






	 	6.3.	 	Additional Services. Upon request by TI, Sonics will provide additional engineering
support services (“Engineering Services”) to TI as part of a separate, value added
engineering or design services consulting arrangement. Prior to the purchase and
performance of any Engineering Services effort, TI may require a separate Professional
Services Agreement and associated Statement(s) of Work to be negotiated and executed. No
Engineering Services will be provided, nor fees charged to TI by Sonics, unless requested
in advance by TI in writing or by issuance of an applicable TI purchase order. The terms
of any such Professional Services Agreement shall conform to those as set forth in Exhibit
C.
	 
	 	6.4.	 	Engineering Services work will be delivered on a time and materials basis, and will be
charged at the rates that are no higher than the rates that are paid by any other Sonics
licensee for engineering services, plus travel and expenses.
	 
	 	6.5.	 	With respect to Licensed Technology that is the subject of any cooperative development
between TI and Sonics, Sonics agrees not to license or provide such Licensed Technology to
any other party prior to delivery by Sonics to TI of the general release of such Licensed
Technology and TI’s acceptance of such delivery. Except as otherwise expressly set forth
in this Section and in Section 8, nothing in this Agreement shall restrict Sonics from
licensing or selling the Licensed Technology to any third party. Acceptance criteria shall
be as defined in Exhibit A and/or its addendum, as applicable.





7. License Fees and Royalties.





	 	7.1.	 	For the license to the Synapse 3220 class of Products, TI shall pay a non-refundable
license fee and prepaid royalty fee (“Initial Fees”) of [***] upon the terms and milestones
set forth in Exhibit A.
	 
	 	 	 	Further, TI shall pay to Sonics the License Fees and applicable Running Royalty for License
Products utilizing future Licensed Technology for which TI may exercise its option in
accordance with the terms of the applicable Exhibit A addendum established pursuant to
Section 8 herein.
	 
	 	7.2.	 	The Running Royalty for each class of Licensed Product that is subject to Running
Royalty shall be a sum equal to the aggregate number of units of Licensed Products sold by
TI during the reporting period that are embedded with a Smart Core, which are in a common
class of Sonics Products, less returns and amounts actually repaid or credited with respect
to any Licensed Products within the same class that are returned and that are subject to
Running Royalty Fees, multiplied by the ASP therefore, multiplied by the applicable Running
Royalty rate, all as set forth in Exhibit A and/or its addenda, save that the aggregate
Running Royalty for any Licensed Product (incorporating a Smart Core from any single class
of Sonics Products) shall not exceed, the following per unit limit:




 









 











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	Unit Volume (in millions)	 	Royalty Rate Cap
	[***]

	 	[***]
	[***]

	 	[***]
	[***]

	 	[***]
	[***]

	 	[***]







	 	 	 	In the event that any Licensed Product incorporates Smart Cores from more than one class of
Sonics Products, the running royalty payable for such Licensed Product shall be calculated
as follows. The two highest running royalty rates then applicable shall be aggregated and
the resulting running royalty rate shall be applied to such Licensed Product in accordance
with this Section 7.2, provided, however, that in no event shall the running royalty
applicable for any such Licensed Product exceed [***].
	 
	 	7.3.	 	With respect to each Licensed Product for which a Running Royalty shall apply, TI shall
pay the Running Royalty for a period of not less than ten (10) years from the date of first
sale, supply or distribution of that Licensed Product. Thereafter, TI shall pay Sonics a
Running Royalty only on the sale of such Licensed Products if the manufacture or sale would
infringe upon unexpired Sonics patents.
	 
	 	7.4.	 	TI undertakes not to employ its modification rights to re-design Smart Cores to avoid
Sonics patents where there is no substantial engineering purpose to be served by the
change.
	 
	 	7.5.	 	Running Royalties due to Sonics under this Agreement shall be paid in accordance with
the terms set forth in Exhibit D and shall be accompanied by a report listing all Licensed
Products which are subject to Running Royalty payments and which are being sold during the
applicable royalty period; the report shall not break down the sales by individual Licensed
Product.
	 
	 	7.6.	 	TI shall keep all records of account for three (3) years from the date of such report
as are necessary to demonstrate compliance with its obligations under this Section 7.
	 
	 	7.7.	 	Sonics shall have the right for representatives of a firm of independent Chartered
Accountants, to which TI shall not unreasonably object, (“Auditors”) to make an examination
and audit, by prior appointment during normal business hours, not more frequently than once
annually, of all records and accounts as may under recognized accounting practices contain
information reasonably necessary to establish the number of Licensed Products and the ASP
by Sonics Product class for all Licensed Products sold or distributed by TI under this
Agreement and the amounts of Running Royalties payable to Sonics under this Section 7. The
Auditors will only report to Sonics whether the Running Royalties paid to Sonics by TI were
or were not correct, and if incorrect, the correct amounts for Running Royalties. In the
event that the Auditors determine that the Running Royalties paid to Sonics by TI were
incorrect, the Auditors will deliver to TI a detailed report (“Report”) supporting such
conclusion. If TI and the Auditors are unable to agree on the contents of the Report then
TI will (i) disclose to Sonics that part of the Report with which TI disagrees and (ii)
produce evidence supporting TI’s contention that such part of the Report is incorrect.
Thereafter TI and Sonics shall enter into good faith negotiations to promptly resolve the
issue.
	 
	 	7.8.	 	Such audit shall be at Sonics’ expense unless it reveals an underpayment or overpayment
of Running Royalties of [***] or more, in which case TI shall reimburse Sonics for the
costs of such audit. TI shall make good any underpayment of royalties forthwith. If the
audit identifies that TI has made an overpayment, the amount overpaid will be, at TI’s
option, returned forthwith or credited to the next such payment or payments to be made by
TI.
	 
	 	7.9.	 	TI shall have the right upon thirty (30) days prior notice to Sonics to conduct an
audit, through an independent third party auditor that is mutually acceptable to TI and
Sonics, relevant records and agreements of Sonics





 









 





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	 	 	 	necessary to ensure that the obligation with respect to Section 8.4 (“MFN”) are being fully
met. Sonics shall not unreasonably withhold its approval of TI’s independent auditor. The
audit may be conducted not more often than once annually and must be carried out during
normal business hours of Sonics in such a way as not to unreasonably interfere with Sonics
business operations. The independent auditor shall only report to TI whether Sonics has or
has not complied with the obligation with respect to Section 8.4, and if not, the amount of
any overpayment. Sonics shall reimburse to TI any overpayment that is disclosed by the
audit together with TI’s reasonable cost to perform the audit if the audit discloses that
Sonics is not in compliance with the MFN.
	 
	 	7.10.	 	In consideration of the maintenance and support services provided by Sonics to TI
under Section 6 hereof, Sonics will invoice TI and TI shall pay to Sonics, in advance, an
annual support fee as provided in Exhibit A and/or its addenda detailing the Licensed
Technology; such fee (“Maintenance Fees”) to be payable within thirty (30) days of the TI
acceptance of the Transfer Materials and any required support anniversary thereafter.
Thereafter support will be optional to TI; the rate is subject to renegotiation based on
“support” experience of the previous two (2) years.
	 
	 	7.11.	 	If any sum under this Agreement is not paid within thirty (30) days of the due date,
then (without prejudice to Sonics’ other rights and remedies) Sonics reserves the right to
charge simple interest on such sum (as well after as before any judgment) from the due date
to the date of payment at the average of the prime interest rate as quoted by the head
office of Citibank N.A., New York in force during the period of default.
	 
	 	7.12.	 	Save for the first payment of the Initial Fee and the Running Royalties, TI will pay
any fee due to Sonics under the terms of this Agreement thirty (30) days from the date of
Sonics’ invoice therefore provide such invoice is properly issued in accordance with the
terms of this Agreement.





8. Options Exercisable by TI.





	 	8.1.	 	[***].
	 
	 	8.2.	 	TI may exercise the rights conferred by Section 5 in respect of all Future Sonics
Products.
	 
	 	8.3.	 	In the event that the development of a Future Sonics Product is delayed, such delay
shall not cause such Future Sonics Product to be subject to an increased Option Fee.
	 
	 	8.4.	 	Sonics will not knowingly enter into any contractual relationship, which nullifies
Sonics’ right to license Future Sonics Products to TI pursuant to the terms of this
Agreement. Sonics hereby warrants and represents that it has not entered into or agreed to
enter into an agreement with a third party granting such third party rights to the Licensed
Technology for royalty rates or license fees that are less than those offered to TI under
this Agreement. Sonics further warrants and represents that so long as TI is in compliance
with the terms and conditions of this Agreement and is then currently paying applicable
maintenance fees, Sonics agrees that if (i) Sonics enters into an agreement with a third
party for other, additional technology or Future Sonics Products or the Licensed
Technology, and (ii) such third party agreement provides for royalty rates or license fees
that are lower than that which TI has paid or is paying to Sonics under this Agreement,
then Sonics will notify TI of such agreement and offer to TI, in writing, within thirty
(30) days of the effective date of such third party agreement, the same royalty rates or
license fees and on the same terms and conditions Sonics offered to such third party.
	 
	 	8.5.	 	In respect of each Future Sonics Products for which TI exercises an option, the Parties
shall execute an addendum to Exhibit A detailing the Option Fees, Transfer Materials,
applicable Running Royalties, Maintenance Fees (per Section 7.10), delivery schedule,
applicable acceptance criteria, and payment schedule.




 









 











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	 	 	 	Upon TI payment of the applicable License Fee, the Sonics Product shall become Licensed
Technology subject to this Agreement.





9. Warranties, Representations and Undertakings.





	 	9.1.	 	For Sonics:






	 	9.1.1.	 	Sonics warrants and represents that it is free to enter into this Agreement without
breach of any other agreement or obligation to any third party, that it has full legal
power and authority to enter into this Agreement, and that no consent or authorization
of any third party is required for it to fulfill its obligations under this Agreement.
	 
	 	9.1.2.	 	Sonics represents and warrants that the Licensed Technology will conform in all
material respects to the Specification for a period of one (1) year after acceptance of
the Licensed Technology by TI in accordance with the Specification.
	 
	 	9.1.3.	 	Sonics will use its best efforts to design, develop, productize and maintain the
Licensed Technology so that it will not infringe any patent or copyright or
misappropriate any trade secret owned or controlled by any third party.
	 
	 	9.1.4.	 	Nothing contained in this Agreement will be construed as conferring any rights to use
in advertising, publicity, or otherwise, any trademark, trade name or names, or any
contraction, abbreviation, or simulation thereof of Sonics, or any third party, except
expressly provided herein; or conferring by implication, estoppel, or otherwise, upon
TI, any license or other right under any Sonics patents, copyrights or trade secrets,
except expressly provided herein.
	 
	 	9.1.5.	 	Sonics represents and warrants the each of the components of Synapse Studio delivered
to TI pursuant to Exhibit A in object code form is identical to its counterpart as used
in connection with Dolphin, Silicon BackPlane and any other class of Sonics Products
currently contemplated by Sonics.
	 
	 	9.1.6.	 	Sonics represents and warrants that, except as noted in Exhibit A (and/or its addenda)
or any SOW, the RTL generated by the normal and intended use of the Licensed Technology
are not modifications, contributions or derivative works of any software whose use is
governed by an open source license, and that TI’s rights with regard to the RTL are not
governed by any such license. Further, except as noted in Exhibit A (and/or its
addenda) or any SOW, Sonics shall disable any software governed by an open
source license included in the Licensed Technology, which could contaminate the RTL
generated by the normal and intended use of the Licensed Technology. 






	 	9.2.	 	For TI:






	 	9.2.1.	 	TI warrants and represents that it is free to enter into this Agreement without breach
of any other agreement or obligation to any third party, that it has full legal power
and authority to enter into this Agreement, and that no consent or authorization of any
third party is required for it to fulfill its obligations under this Agreement.
	 
	 	9.2.2.	 	Nothing contained in this Agreement will be construed as:






	 	9.2.2.1.	 	a warranty or representation by TI to maintain production of any TI
semiconductor device or other hardware or software with which the Licensed
Technology may be used;






 












 





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	 	9.2.2.2.	 	conferring any rights to use in advertising, publicity, or otherwise, any
trademark, trade name or names, or any contraction, abbreviation, or simulation
thereof of TI, or any third party; or
conferring by implication, estoppel, or otherwise, upon Sonics, any license or
other right under any TI patents, copyrights or trade secrets, except expressly
provided herein.





10. Indemnification.





	 	10.1.	 	Sonics will [***] any claim, suit or proceeding brought against TI and will [***].
	 
	 	10.2.	 	In the event of an infringement allegation for which Sonics is obligated to indemnify TI,
Sonics may at its option either: [***].
	 
	 	10.3.	 	Sonics shall have no liability for any costs, losses or damages resulting from any
settlement or compromise incurred or made by TI without Sonics’ prior written consent. Sonics
shall have no obligation to defend and shall have no liability for any costs, losses or
damages, for any infringement allegation that is based on: [***].
	 
	 	10.4.	 	TI shall give prompt written notice to Sonics upon becoming aware of circumstances giving
rise to a right of indemnity. Within [***] calendar days after receiving such notice, Sonics
may notify, in writing, TI of its decision to take control of the defense of any claim made by
any third party that is subject to indemnity and, in such circumstances, Sonics shall be
entitled to take sole control of the defense and investigation of such claim and to employ
attorneys of its sole choice to handle and defend such claim. TI will provide all evidence in
its possession, custody or control that relates to such claim, will cooperate in all respects
with Sonics in its investigation and defense of such claim and will not prejudice any defense
to such claim or attempt to settle or compromise such claim. [***].
	 
	 	10.5.	 	Notwithstanding the above, Sonics’ aggregate liability pursuant to this Section 10 shall be
limited to [***].





11. Confidentiality.





	 	11.1.	 	Each Party shall treat as confidential all of the other Party’s Confidential
Information and shall not use such Confidential Information except as expressly permitted
under this Agreement. Without limiting the foregoing, each Party shall use at least the
same degree of care that it uses to prevent the disclosure of its own confidential
information of like importance, but in no event with less than reasonable care, to prevent
the disclosure of Confidential Information. Each Party agrees to limit access to
Confidential Information to those of its employees and contractors having a reasonable need
to know such information in connection with this Agreement or their reasonable business
needs. Any person to whom such Confidential Information is disclosed by a Party shall be
subject to the same obligations as regards disclosure and non-use as apply to the Party
making such disclosure. Each Party shall assume responsibility and accept liability for the
non-fulfillment of these obligations from any person given access to the Confidential
Information. Neither Party shall directly or indirectly cause or permit any Confidential
Information of the other Party to be copied or reproduced, except as expressly permitted by
this Agreement, unless such copy or reproduction is necessary to fulfill the purposes of
this Agreement. Any confidentiality or proprietary marking made by the disclosing Party
shall not be altered or destroyed on any such copy. Disclosures by either Party in
nondocumentary form made orally or by visual inspection shall be deemed Confidential
Information and protected hereunder provided that it is designated as confidential at the
time of disclosure and reduced to a written summary, which is marked in a manner to
indicate its confidential nature, that is delivered by the disclosing Party to the
receiving Party within thirty (30) days after its oral or visual disclosure.
	 
	 	11.2.	 	The obligations in this Section 11 shall not apply if and to the extent that the
Confidential Information: (i) was already known to such Party prior to its first receipt of
the same from the other Party free of confidentiality obligations; (ii) was in the public
domain at the time it was disclosed or is subsequently placed in the public domain without
breach of this Agreement; (iii) was received by a Party in good faith from a third party
lawfully in possession thereof and without an obligation to maintain the confidentiality of
the Confidential Information; (iv) was developed independently by a Party’s employees or
subcontractors who have not had access to or benefit of any of the Confidential
Information; (v) was required by law to be disclosed, provided that prior to disclosure the
receiving Party shall first provide sufficient advance notice of the required disclosure to
the disclosing Party to allow the disclosing Party a reasonable opportunity to seek a
protective order or otherwise prevent or limit such disclosure; or (vi) was approved for
release in advance and in writing by a Party. The obligations imposed by this Section 11
shall expire ten (10) years after the first delivery of such Confidential Information to
the recipient, unless such Confidential Information is classified by the disclosing Party
as Limited Confidential Information, in which case the obligations imposed by this Section






 









 










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	 	11	 	shall expire three (3) years after the first delivery of such Confidential Information.
Sonics agrees that all
user documentation provided to TI hereunder shall be “Limited Confidential Information” and
TI shall be free to copy, use and distribute it internally in any way it sees fit.






	 	11.3.	 	TI reserves the right to work independently or with third parties to develop smart
busses/interfaces for use in the design of integrated circuits. Nothing in this Agreement
shall be construed to prevent TI from using in such bus/interface development any TI
personnel who have had access to Sonics’ Confidential Information so long as such TI
personnel do not use any Sonics’ Confidential Information. TI shall be free to use any
Residuals for such development, provided that TI maintains the confidentiality of the
Confidential Information in accordance with this Agreement. For the purposes of this
Section 11.3 “Residuals,” means that Confidential Information in non-tangible form, which
may be retained in the unaided memories of individuals who have had rightful access to such
Confidential Information under this Agreement and who are subject to confidentiality
obligations with respect to such Confidential Information. Any integrated circuit utilizing
a bus/interface that results from such other development and that is not derived from the
Smart Core RTL or the Transfer Materials shall not be a Licensed Product within the scope
of this Agreement. This Agreement shall be construed to expressly permit unrestricted use
and disclosure of such other bus/interface by TI and its customers; no payment of any kind
will be due Sonics in connection with use and disclosure of such other bus/interface;
provided, such bus/interface does not infringe upon valid patent rights of Sonics or use
Sonics’ Confidential Information in violation of this Agreement.





12. Term and Termination.





	 	12.1.	 	Term. This Agreement shall commence on the Effective Date and continue in force
except as it may be terminated in accordance with the provisions of Section 12.2 or 12.3.
	 
	 	12.2.	 	Termination by Parties. If either Party breaches a material provision of this
Agreement and does not cure that breach within thirty (30) days after receiving from the
other Party written notice in accordance with the terms of this Agreement, the
non-breaching Party shall have the right, subject to Section 12.6, to: (i) suspend
performance or payment until the breach is cured; (ii) terminate this Agreement; or (iii)
seek such other remedies as are available at law or equity and are not limited by the terms
of this Agreement.
	 
	 	12.3.	 	Bankruptcy. Should either Party: (i) make an assignment for the benefit of
creditors; (ii) file or have filed against it a petition in bankruptcy or seeking
reorganization that is not dismissed within sixty (60) days from filing; (iii) have a
receiver appointed; or (iv) institute any proceedings for liquidation or winding up; then
the other Party may, in addition to other rights and remedies it may have, terminate this
Agreement immediately by written notice.
	 
	 	12.4.	 	Obligation Upon Termination. Upon termination of this Agreement, each Party shall
return to the other Party any Confidential Information received hereunder for which the
Party’s rights do not survive. Each Party shall provide written confirmation of such
return or destruction to the other Party within thirty (30) days after termination.
	 
	 	12.5.	 	Survival. The following Sections of this Agreement shall survive termination or
expiration of the Agreement: 1 (Definitions); 4 (Title); 5 (Licenses); 7 (License Fees and
Royalties); 9 (Warranties, Representations and Undertakings); 10 (Indemnification); 11
(Confidentiality); 12.5 (Survival); 13 (Damage Limitation); and 14 (General).
	 
	 	12.6.	 	In the event of any termination of this Agreement by TI pursuant to Sections 12.2 or
12.3 prior to Sonics delivery of the Transfer Materials, Sonics may elect at its option
either to (i) refund all payments previously paid by TI and retain all work in progress or
(ii) refund all payments previously paid by TI, less a




 









 











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	 	 	 	reimbursement of the actual net cost
of work performed prior to termination and deliver the work in process to TI within 30 days
of the termination. In no event shall such net cost exceed the total payments made.






	 	12.7.	 	In the event that ownership or control of Sonics is acquired by a semiconductor
competitor to TI, TI shall have the right to terminate, upon written notice, any further
cooperation with respect to modification of Sonics Cores. Sonics must notify TI, promptly,
of its intention to be so acquired; TI shall within thirty (30) days advise Sonics whether
or not TI would exercise its rights under this Section.





13. Damage Limitation.



EXCEPT FOR THE OBLIGATIONS SET FORTH IN SECTION 10 AND AS EXPRESSLY PROVIDED IN SECTION 11, NEITHER
PARTY SHALL BE LIABLE FOR ANY LOST PROFITS, LOSS OF GOODWILL, OVERHEAD, COST OF COVER OR OTHER
INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS
AGREEMENT, HOWEVER CAUSED, AND WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT
LIABILITY, OR OTHERWISE. THESE LIMITATIONS SHALL APPLY EVEN IF A PARTY HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGE, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED
REMEDY HEREIN.




14. General.





	 	14.1.	 	Severability. If any provision of this Agreement or the exhibit(s) is held to be
ineffective, unenforceable or illegal for any reason, in whole or in part, such decision
shall not affect the validity or enforceability of any or all of the remaining portions
thereof. Any such invalid, illegal or unenforceable provision or portion thereof shall be
changed and interpreted so as to best accomplish the objectives of such provision or
portion thereof within the limits of applicable law or applicable Court decision.
	 
	 	14.2.	 	Assignment. Upon sale of a TI business, TI may assign to the acquiring entity, without
further charge and without obtaining Sonics’ consent, all copies of Licensed Technology
utilized by such divested business, subject to the terms and conditions of this Agreement.
Sonics may assign this Agreement, without obtaining TI’s consent, in connection with a sale
of all or substantially all of the business or assets of Sonics, whether by merger,
reorganization, acquisition, sale or otherwise to any third party that does not compete
with TI in the fields of wireless cellular devices or wireless personal digital assistants.
Otherwise, this Agreement may not be transferred or assigned by either Party, by operation
of law or otherwise without the prior written consent of an authorized representative of
the other.
	 
	 	14.3.	 	Governing Law. This Agreement shall be construed in accordance with and all disputes
hereunder shall be governed by the laws of the State of Texas, without regard to principles
of conflicts of laws. The Parties expressly stipulate that the 1980 United Nations
Convention on Contracts for the International Sale of Goods shall not apply, nor shall the
Uniform Computer Information Transactions Act apply. Sonics consents to the jurisdiction
of Texas courts.
	 
	 	14.4.	 	Waiver. No failure or delay on the part of either Party in the exercise of any power,
right or privilege under this Agreement shall operate as a waiver of such power, right or
privilege, nor shall any single or partial exercise of any such power, right or privilege
preclude any other or further exercise of that or of any other right, power or privilege.
	 
	 	14.5.	 	Notice. Any notice required or permitted to be given will be in writing and may be
personally served, or sent by mail, and will be deemed to have been given: if personally
given, when served; or if mailed by certified mail-return receipt requested, on the fifth
business day after deposit in the United States mail with postage





 









 










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	 	 	 	prepaid and properly
addressed as follows or at such other address that either Party provides by advance written
notice to the other Party.





	 	 	 	 	 	 	 
	 

	 	If to
TI:
	 	 	 	If to Sonics:
	 

	 	 
	 	 	 	 
	 

	 	Texas Instruments Incorporated
	 	 	 	Sonics, Inc.
	 

	 	12500 TI Boulevard, MS 8723
	 	 	 	2440 W. El Camino Real, Suite 600
	 

	 	Dallas, Texas 75265
	 	 	 	Mountain View, CA 94040
	 

	 	Attention: Alain Mutricy
	 	 	 	Attention: President
	 
	 	 	 	 	 	 
	 

	 	With a copy to: 
	 	 	 	With a copy to:
	 

	 	 
	 	 	 	 
	 

	 	General Counsel
	 	 	 	Director – Legal Affairs
	 

	 	Texas Instruments Incorporated
	 	 	 	Sonics, Inc.
	 

	 	7839 Churchill Way, MS 3999
	 	 	 	2440 W. El Camino Real, Suite 600
	 

	 	Dallas, Texas 75251
	 	 	 	Mountain View, CA 94040







	 	14.6.	 	Export Controls. Unless prior authorization is obtained from the U.S. Department of
Commerce, neither Party nor its affiliates will knowingly export, re-export, or release,
directly or indirectly, any product(s), technology or software (as defined in Part 772 of
the Export Administration Regulations of the U.S. Department of Commerce (“EAR”)) received
from the other Party, or export, directly or indirectly, any direct product of such
product(s), technology or software (as defined in Part 734 of the EAR), to any destination
to which the export, re-export or release of the product(s), technology or software or
direct product is prohibited by EAR. Each Party has provided the assurances herein in
compliance with Part 740 (Technology and Software under Restriction) of EAR. Each Party
will obtain any necessary license or other documentation prior to the exportation or
re-exportation of any product(s), technology or software acquired under this Agreement or
any direct product of any such product(s), technology or software. Neither Party will
sell, export, re-export or otherwise dispose of any such product(s), technology or software
to any third party prohibited by U.S. or applicable non-U.S. laws. Each Party will give
notice of the need to comply with the foregoing to any third party believed to have the
intention of exportation. Each Party will obtain, at its own expense, licenses and other
documents as necessary to fulfill its obligations hereunder. If necessary licenses or
other documentation cannot be obtained, TI may terminate this Agreement and be excused from
performance.
	 
	 	14.7.	 	Other Licenses. Nothing contained in this Agreement shall be construed as conferring
by implication, estoppel or otherwise upon either Party any license or other right except
the licenses and rights expressly granted under this Agreement.
	 
	 	14.8.	 	Status as Independent Contractors. The Parties are independent contractors. Neither
has the authority to bind the other to any third person or act in any way as the
representative of the other, unless otherwise expressly agreed to in writing by authorized
representatives of both Parties.
	 
	 	14.9.	 	Public Announcement. All public announcements or disclosures regarding the existence
or terms of this Agreement or use of either Party’s name by the other Party shall be made
only after the Party seeking to make such announcement, disclosure or use has obtained the
prior written consent of the other Party.
	 
	 	14.10.	 	Solicitation. During the Term of this Agreement, each Party will not directly solicit or
induce any of the employees of the other Party, which are then currently working on any of
the Licensed Technology to leave the employ of such other Party.
	 
	 	14.11.	 	Entire Agreement. This Agreement and the attached Exhibit (s) and the Specification(s)
contain the entire agreement and understanding of the Parties with respect to this subject
matter and supersede all prior agreements, understandings and representations. No addition
or modification to this Agreement is valid unless made in writing and signed by authorized
representatives of the Parties. This Agreement may be executed in counterparts; each of
which shall be deemed an original but all of which together shall constitute





 









 










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	 		 	one and the
same instrument. A faxed signature shall have the same legally binding effect as an
original signature.




IN WITNESS WHEREOF, each of the Parties hereto has caused the Agreement to be executed in duplicate
originals by its duly authorized officers or representatives.




	 	 	 	 	 	 	 	 	 	 	 
	TEXAS INSTRUMENTS INCORPORATED	 	 	 	SONICS INC.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Giles Delfassy
 

	 	 	 	By:
	 	/s/ Grant A. Pierce
 

	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Name:

	 	Giles Delfassy
	 	 	 	Name:
	 	Grant A. Pierce	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Title:

	 	Senior Vice President
	 	 	 	Title:
	 	President & CEO	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Date:

	 	March 3, 2003
	 	 	 	Date:
	 	March 3, 2003	 	 






 









 





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LIC#15635

Exhibit A

Page 1 of 3




Exhibit A 




A. Smart Core Technology





	 	 	 	Sonics Product class: Synapse 3220 class of Sonics Products: Fully synthesizable, internally
synchronous shared bus interconnect connecting centrally located initiators with memory mapped
lower bandwidth peripherals in low power applications.





B. Payment Schedule.





	 	 	 	Payment will be due, in accordance with the terms of the Section 7 of the Technology License
Agreement only upon the successful completion of each Milestone as set forth below. The
Milestone Delivery Date is the target date for delivery of the Milestone.





	 	 	 	 	 
	Milestone	 	 	 	Payment
	Delivery Date	 	Milestone Event	 	US$
	Complete

	 	Specification, Acceptance Criteria, Final Deliverable
list, and project plan signoff by Sonics and TI
	 	[***]
	 
	 	 	 	 
	Complete

	 	Licensed Technology limited release, as defined in the
mutually executed Final Deliverables list and project
plan
	 	[***]
	 
	 	 	 	 
	01/27/2003

	 	TI’s acceptance of fully functional, fully debugged and
optimized Licensed Technology, ready for integration in
TI Licensed Products.
	 	[***]
	 
	 	 	 	 
	TBD by TI

	 	Tape out of first design incorporating Licensed Technology
	 	[***]
	 

	 	Total Fees
	 	[***]






C. Running Royalty Schedule. 





	 	 	 	Not applicable to Licensed Products using only the Synapse 3220 class of Smart Cores. Pre-paid
royalties for the Licensed Products [***] and perpetual license fees [***] for the Licensed
Technology are included in their entirety in the Total Fees shown in the Payment Schedule,
above.





D. Maintenance. 





	 	 	 	Sonics will provide maintenance and support described in Section 6, for the Sonics Product,
subject to payment by TI of Maintenance Fees below for the maintenance periods shown below.
Effective as of 02/26/2009, maintenance for the Sonics Product set forth in this Exhibit A will
include bug fixes, updates and upgrades at a maintenance fee to be negotiated.





	 	 	 	 	 
	Maintenance Term	 	Maintenance Fee US$	 	Optional [O]or Required [R]
	8/26/2002-02/25/2004
	 	[***]
	 	Not Applicable
	02/26/2004-02/25/2005
	 	[***]
	 	R
	02/26/2005-02/25/2006
	 	[***]
	 	O
	02/26/2006-02/25/2007
	 	[***]
	 	O
	02/26/2007-02/25/2008
	 	[***]
	 	O
	02/26/2008-02/25/2009
	 	[***]
	 	O
	Beyond 02/26/2009
	 	[***]
	 	O




Sonics
License


 









 






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Exhibit A

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E. Transfer Materials. (as defined in Section 1.14) 




	 	 	 	 	 
	Item	 	Name and Description	 	Format/Classification
	Smart Core*

	 	Synapse 3220 Smart Core
	 	Unencrypted RTL Code
	 
	 	 	 	 
	Synapse Studio

	 	Configuration tools in SOCCreatorTM

Graphical User Interface for SOCCreator

Synapse 3220 specific extensions to GUI and configuration tools

RTL generator

Disassembler

Testbench generator

Synthesis script generator for SOCCreator

Interconnect floorplanner & physical layout interface

SystemC model

FLEXlm license keySOCCreatorTM
	 	Object Code
	 
	 	 	 	 
	 

	 	 	 	(Sonics shall make all
Documentation available on-line
and/or secure FTP.)
	 
	 	 	 	 
	Documentation**






	 	Synapse 3220 Reference Guide

Synapse 3220 Hardware Reference Guide

Synapse Tool Guide

Synapse Tool Flow Storyboard 

Release Notes and Installation Instructions

Architecture Specification

External Engineering Specification

Verification Methodology Specification

Functional Test Plan

Performance Test Plan

Register Manual

Block diagrams
	 	Limited Confidential Information

Limited Confidential Information

Limited Confidential Information

Limited Confidential Information

Limited Confidential Information

Confidential Information

Confidential Information

Confidential Information

Limited Confidential Information

Limited Confidential Information

Limited Confidential Information

Limited Confidential Information








 




			
	*Note:	 	The Smart Core shall be made available to TI in un-obfuscated, human-readable RTL Code to
permit TI to make any modifications thereto as permitted in Section 5 of this Agreement.
	 
	**Note:	 	Except for the documents that are specifically classified otherwise, all documentation
listed in this Transfer Materials table, shall be considered “Limited Confidential
Information” as defined in Section 11.2 of the Agreement.





F. Specification — Synapse 3220 class of Sonics Product





	 	•	 	Automatic generation of an on-chip interconnect designed to efficiently connect many
target cores distributed across an integrated circuit:






	 	o	 	Synthesizable RTL output, with synthesis scripts.
	 
	 	o	 	User parameters allow configuration to meet design requirements.
	 
	 	o	 	GUI interface for rapid prototyping, analysis, and refinement.






	 	•	 	Interconnect parameters:






	 	o	 	Up to 4 OCP-compliant initiators and 64 OCP-compliant targets
	 
	 	o	 	Address width configurable up to 24 bits.
	 
	 	o	 	Data widths configurable per-target to 8, 16, or 32 bits.
	 
	 	o	 	Static endianess: big or little.
	 
	 	o	 	Non-blocking with fair arbitration






	 	•	 	Optional high-priority for single initiator






	 	o	 	Target OCP interfaces: fully synchronous or divided synchronous.
	 
	 	o	 	Peak bandwidth of 332 Mbytes/sec at 166 MHz.
	 
	 	o	 	Latency: 1 cycle on request, 1 cycle on response at 100 MHz.






	 	•	 	Power management interface.
	 
	 	•	 	User can define unique signaling to cores via “sideband” signals.
	 
	 	•	 	Traffic from initiator to target is confirmed via response signals.
	 
	 	•	 	Resource locking supported via OCP Read Exclusive / Write transactions.
	 
	 	•	 	Error detection/recovery includes:






	 	o	 	Watch dog timers to identify non-responding peripherals.
	 
	 	o	 	Individual target resets possible to accommodate individual peripheral recovery via firmware control.






	 	•	 	Security logic provides user-configurable access control to targets by each initiator.
	 
	 	•	 	Debug is supported via the capture of transactions at a 1:1 clock ratio.
	 
	 	•	 	A test bench is configured automatically from the user’s selected options.
	 
	 	•	 	Floor planning is supported in a customer’s tool flow using industry-standard interfaces.





 









 





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Exhibit A

Page 3 of 3




G. Acceptance Criteria





	 	 	 	Following is the initial list of Deliverables. Final version of Deliverables and Acceptance
Criteria are to be defined and signed off by both Project Managers as part of the Design
Specification and are included in the first Milestone Event of the Synapse 3220 class of Sonics
Products:





	 	 	 
	 

	 	Synapse 3220 Limited Release:
	 

	 	•       [***]
	 
	 

	 	Synapse 3220 General Release:
	 

	 	•       [***]






H. Open Source Software Programs





	 	 	 	The following Open Source Programs will be provided free-of-charge, under the respective license
agreements, for use with the Sonics Product.





Open
Source Programs




	 	 	 	 	 	 	 
	 	 	 	 	Is there any potential that	 	 
	 	 	 	 	this program does expose RTL	 	 
	 	 	 	 	to contamination?	 	 
	Item	 	Title of Open Source Software Program	 	(Reference Section 9.1.6)	 	Yes or No
	1	 	OVL (Open Verification Library) (This open source is not disabled, but may be
disabled by TI prior to generation of RTL for a Smart Core)

http://www.verificationlib.org/gui/Open_Source_02-09-01.doc	 	Yes
	2	 	TestBuilder

http://www.testbuilder.net/license.thtml	 	No
	3	 	SystemC

http://www.systemc.org	 	No
	4	 	LEF/DEF

http://www.openeda.org/cgibin/oedaFileServer.cgi/lef_5.5_beta.tar.Z?action=license&xfi
lename=lef_5.5_beta.tar.Z&xcount=LEFDEF&location=1&capture=LD&xlic=LDagreement_
061802.
html&fileID=ID%3A&required=action%7Cxfilename%7Clocation%7Ccapture%7Cxcount%7Cxlic%7Cf
ileID&PA=NO+-+NEW+User+Download	 	No
	5	 	Python 1.5.2

http://www.python.org/dev/doc/devel/mac/node96.html	 	No
	6	 	Tcl/Tk 8.0.5 and BLT 2.4 	 	No
	7	 	zlib 1.1.3 	 	No
	8	 	gnu M4 
	 	No
	 	 	
It is covered under the GNU GENERAL PUBLIC LICENSE.	 	 
	9	 	C/C++ runtime library	 	No






 









 





Execution Copy

SONICS

LIC#15635

Template — Addendum to Exhibit A

Page 1 of 3




TEMPLATE
for Addendum __ to Exhibit A

 to

Technology License Agreement





	 	 	A. Smart Core Technology.
	 
	 	 	Sonics Product class:                 class of Sonics Product shall mean [insert definition]
	 
	B.	 	Payment Schedule.
	 
	 	 	Payment of License Fees and/or Milestone Events for class designs (Licensed Technology) will be
due, only upon the successful completion of the Milestone Events set forth below:





	 	 	 	 	 
	Payment Schedule 
	Milestone Delivery	 	 	 	Payment
	Date	 	Milestone Event	 	US$
	 	 	 	 	 






	C.	 	Royalty Schedule.
	 
	 	 	Running Royalties, if any, for Licensed Products embedded
with a Smart Core from a ____ class of
Sonics Products will be paid in accordance with Agreement Section 7.2 and the following Royalty
Schedule.





	 	 	 
	Royalty Schedule
	Unit Volume (in millions)	 	Running Royalty Rate
	 	 	 






	D.	 	Maintenance.
	 
	 	 	Sonics will provide maintenance services, training and/or technical support described in
Agreement Section 6.1 for the Licensed Technology, subject to payment of Maintenance Fees by TI,
in accordance with Section 7.10, for the maintenance periods shown below.





	 	 	 	 	 
	Maintenance & Support Services
	Maintenance Term	 	Maintenance Fee US$	 	Optional or Required
	 	 	 	 	 






	 	 	The fees, if any, for further maintenance services, training and/or technical support after the
expiration of the last maintenance term shown above shall be as negotiated in good faith by the
Parties.




 









 











Execution Copy

SONICS

LIC#15635

Template — Addendum to Exhibit A

Page 2 of 3





	E.	 	Transfer Materials. (as defined in Section 1.14)





	 	 	 	 	 
	Item	 	Name and Description	 	Format/Classification
	Smart Core*

	 	 	 	Unencrypted RTL Code
	 

	 	 	 	 
	 
	 	 	 	 
	Synapse Studio

	 	Configuration tools in SOCCreatorTM

Graphical User Interface for SOCCreator

Synapse 3220 specific extensions to GUI and configuration tools

RTL generator

Disassembler

Testbench generator

Synthesis script generator for SOCCreator

Interconnect floorplanner & physical layout interface

SystemC model

FLEXlm license key SOCCreatorTM
	 	Object Code
	 
	 	 	 	 
	 

	 	 	 	(Sonics shall make all
Documentation available on-line
and/or secure FTP.)
	 
	 	 	 	 
	Documentation**





	 	Smart Core Reference Guide

Smart Core Hardware Reference Guide

Smart Core Tool Guide

Smart Core Tool Flow Storyboard

Release Notes and Installation Instructions 

Architecture Specification

External Engineering Specificatio 

Verification Methodology Specification

Functional Test Plan

Performance Test Plan

Register Manual

Block diagrams
	 	Limited Confidential Information

Limited Confidential Information

Limited Confidential Information

Limited Confidential Information

Limited Confidential Information

Confidential Information

Confidential Information

Confidential Information

Limited Confidential Information

Limited Confidential Information

Limited Confidential Information

Limited Confidential Information








 




			
	*Note:	 	The Smart Core (above) shall be made available to TI in un-obfuscated, human-readable RTL
Code to permit TI to make any modifications thereto as permitted in Section 5 of this
Agreement.
	 
	**Note:	 	Except for the documents that are specifically classified otherwise, all documentation
listed in this Transfer Materials table, shall be considered “Limited Confidential
Information” as defined in Section 11.2 of the Agreement.





F. Design Specification.




G. Acceptance Criteria.





	 	 	 	Following are the preliminary acceptance criteria for the
____ class of Sonics Products: Final
Acceptance Criteria will be defined and signed off by the Parties’ Project Managers as part of
the first Milestone Event.





H. List of Open Source Software Programs. (Reference Section 9.1.6)




	 	 	 	 	 	 	 
	Open Source Software Programs
	 	 	 	 	Is there any potential that	 	 
	 	 	 	 	this program does expose	 	 
	 	 	 	 	RTL to contamination?	 	 
	Item	 	Title of Open Source Software Program	 	(Reference Section 9.1.6)	 	Yes or No
	 
	 	 	 	 	 	 





 









 





Execution Copy

SONICS

LIC#15635

Template — Addendum to Exhibit A

Page 2 of 3



IN WITNESS WHEREOF, each of the Parties hereto has caused this Addendum _ to Exhibit A to
the Technology
License Agreement “LIC#15635 between TI and Sonics to be executed in duplicate originals by its
duly authorized officers or representatives.




	 	 	 	 	 	 	 	 	 
	Texas Instruments Incorporated	 	 	 	Sonics Inc.
	 
	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	By:	 	 
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Name:

	 	 	 	 	 	Name:	 	 
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Title:

	 	 	 	 	 	Title:	 	 
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Date:

	 	 	 	 	 	Date:	 	 
	 

	 	 
	 	 	 	 	 	 






 











 





Execution Copy

SONICS

LIC#15635

Addendum 1 to Exhibit A

Page 1 of 5




Addendum 1 to Exhibit A — Technology License Agreement




A. Smart Core Technology.





Sonics Product class: Dolphin class of Sonics Products: Fully synthesizable, internally
synchronous distributed full or partial crossbar interconnect with distinct request and response
paths and memory mapped targets for low power applications.



B. License Fee Payment Schedule. 





Payment of Technology license fees for Dolphin class Licensed Product designs (Licensed
Technology) will be due, only upon the successful completion of the Development Milestone Events
set forth below. License fees are due upon receipt of the Commencement Notice.



	 	 	 
	Milestone Event	 	License Fee - US$
	[***]
	 	[***]
	[***]
	 	[***]
	[***]
	 	[***]
	[***]
	 	[***]
	[***]
	 	[***]
	[***]
	 	[***]
	[***]
	 	[***]
	[***]
	 	[***]
	[***]
	 	[***]







	 	•	 	A “Tape Out” shall be deemed to occur upon TI’s internal or external delivery of mask
layout information for a semiconductor device design for pattern generation or fracturing.
	 
	 	•	 	TI shall deliver a Commencement Notice under the provisions of Section 3.2 of the
Agreement for each new semiconductor design for which up-front license fees are payable to
Sonics.
	 
	 	•	 	The license fee for each new device design that is based on a Dolphin Class Sonics
Product is provided in the Payment Schedule, above, and shall be payable upon TI’s delivery
of a Commencement Notice in accordance with the requirements of Section 3.2 of the
Agreement. If TI does not thereafter release such device to commercial volume, TI may
apply the license fee paid for such device to a new device by so notifying Sonics in the
Commencement Notice for the new device. Each new design shall be deemed to occur based on
a change to the part number assigned to a TI semiconductor device. For purposes of this
Agreement, process geometry shrinks, bug fixes (revisions), package differences with the
same die, and/or modifications to software bundling that do not affect the defined features
of a design shall not be considered new designs.






Up Front License Fee associated with Contract Execution Fee. The “Up Front License Fee
associated with Contract Execution Fee” of [***] in the above table shall be paid by TI to
Sonics as follows: (i) [***] upon signing and [***] shall be paid upon acceptance by TI of the
Dolphin Outline Specification, Transfer Materials and Acceptance Criteria attached to the
Addendum 1 to Exhibit A of the Agreement. Upon completion of a “Development Milestone Event” by
Sonics and acceptance thereof by TI, the corresponding amount of the Contract Execution Fee
shall be deemed earned by Sonics and such amount shall become non-refundable. In the event that
the Agreement is terminated under the provisions of Section 12 of this Agreement prior to the
completion of all of the Milestone Events, any amount remaining of the Contract Execution Fee
(that has not been earned by Sonics) shall be promptly refunded by Sonics to TI.



	 	 	 	 	 
	Estimated Date	 	Development Milestone Delivery Event Description	 	Credit - US$
	03/01/03

	 	Completion & TI acceptance of the Outline Specification, Deliverables and
Acceptance Criteria (Development Milestone 1)
	 	[***]
	06/15/03

	 	Completion & TI acceptance of the Design Review (Development Milestone 2)
	 	[***]
	08/15/03

	 	Completion & TI acceptance of the Dolphin Limited Release (Development Milestone 3)
	 	[***]
	11/15/03

	 	Completion & TI acceptance of the Dolphin General Release, including 1st paid
license of Dolphin (Development Milestone 4)
	 	[***]






 









 






Execution Copy

SONICS

LIC#15635

Addendum 1 to Exhibit A

Page 2 of 5




C. Royalty Schedule.





Running Royalties for Licensed Products embedded with a Smart Core from a Dolphin class of
Sonics Products will be paid in accordance with Agreement Section 7.2 and the following
schedule.



	 	 	 
	Unit Volume (in millions)	 	Running Royalty Rate
	[***]
	 	[***]
	[***]
	 	[***]
	[***]
	 	[***]
	[***]
	 	[***]
	[***]
	 	[***]
	[***]
	 	[***]
	[***]
	 	[***]






D. Maintenance.





Sonics will provide maintenance and support described in Agreement Section 6.1 for the Licensed
Technology, subject to payment by TI of Maintenance Fees below for the maintenance periods shown
below.



	 	 	 	 	 
	Maintenance Term	 	Maintenance Fee US$	 	Optional or Required
	[***]
	 	[***]
	 	[***]
	[***]
	 	[***]
	 	[***]
	[***]
	 	[***]
	 	[***]
	[***]
	 	[***]
	 	[***]
	[***]
	 	[***]
	 	[***]
	[***]
	 	[***]
	 	[***]
	[***]
	 	[***]
	 	[***]







	 	•	 	The fees, if any, for further maintenance services, training and/or technical support
after the sixth maintenance term shall be as negotiated in good faith by the Parties.
	 
	 	•	 	NOTE: TI agrees to pay to Sonics a supplemental maintenance fee of [***] in addition to
the annual maintenance fee shown above each time that Sonics releases an “upgrade” to the
Dolphin class of Sonics Products. An upgrade, for purposes of this Exhibit, shall mean a
functional or feature-set change or addition, to the Dolphin class of Sonics Products,
provided, however, that TI shall not have to pay more than one such supplemental
maintenance fee per annual maintenance term, regardless of the number of upgrades that
Sonics may release during any one annual term.






	 	 	E. Transfer Materials. (as defined in Section 1.14)





	 	 	 	 	 
	Item	 	Name and Description	 	Format/Classification
	Smart Core*

	 	Dolphin class
	 	Unencrypted RTL Code
	 
	 	 	 	 
	 

	 	Configuration tools in SOCCreatorTM	 	 
	 

	 	Graphical User Interface for SOCCreator	 	 
	 

	 	Dolphin specific extensions to GUI and configuration tools	 	 
	 

	 	RTL generator	 	 
	Synapse Studio

	 	Disassembler
	 	Object Code
	 

	 	Testbench generator	 	 
	 

	 	Synthesis script generator for SOCCreator	 	 
	 

	 	Interconnect floorplanner & physical layout interface	 	 
	 

	 	SystemC model	 	 
	 

	 	FLEXlm license key SOCCreatorTM	 	 
	 
	 	 	 	 
	 

	 	 	 	(Sonics shall make all
Documentation available via
on-line and/or secure FTP.)
	 
	 	 	 	 
	Documentation**

	 	Dolphin Reference Guide
	 	Limited Confidential Information
	 

	 	Dolphin Hardware Reference Guide
	 	Limited Confidential Information
	 

	 	Dolphin Tool Guide
	 	Limited Confidential Information
	 

	 	Dolphin Tool Flow Storyboard
	 	Limited Confidential Information
	 

	 	Release Notes and Installation Instructions
	 	Limited Confidential Information






 









 





Execution Copy

SONICS

LIC#15635

Addendum 1 to Exhibit A

Page 3 of 5





	 	 	 	 	 
	Item	 	Name and Description	 	Format/Classification
	 

	 	Architecture Specification
	 	Confidential Information
	 

	 	External Engineering Specification
	 	Confidential Information
	 

	 	Verification Methodology Specification
	 	Confidential Information
	 

	 	Functional Test Plan
	 	Limited Confidential Information
	 

	 	Performance Test Plan
	 	Limited Confidential Information
	 

	 	Register Manual
	 	Limited Confidential Information
	 

	 	Block diagrams
	 	Limited Confidential Information








 




			
	*Note:	 	The Smart Core shall be made available to TI in un-obfuscated, human-readable RTL Code to
permit TI to make any modifications thereto as permitted in Section 5 of this Agreement.
	 
	**Note:	 	Except for the documents that are specifically classified otherwise, all documentation
listed in the Transfer Materials table, above, shall be considered “Limited Confidential
Information” as defined in Section 11.3 of the Agreement.





F. Specification — Dolphin class of Sonics Products





	 	1.	 	Automatic generation of an on-chip interconnect with a full or partial cross-bar
topology
	 
	 	2.	 	Synthesizable RTL output optimized for power, latency, bandwidth, and area according to
user configuration and design requirements
	 
	 	3.	 	Flexible pipelines dimensioned to meet interconnect frequency requirements

	 
	 	4.	 	Synopsys Design Compiler script generation to match RTL output

	 
	 	5.	 	Graphical user interface for rapid configuration, prototyping and design trade-off
analysis
	 
	 	6.	 	OCP-IP 2.0 compliant IP core socket interface
	 
	 	7.	 	Zero-cycle latency, low logic overhead bridges to AMBA AHB-lite and OCP-IP 1.0 with
Sonics extensions
	 
	 	8.	 	Optimized for up to 15 initiator and 15 target IP cores

	 
	 	9.	 	Peak bandwidth of 3.2 GBytes/sec (16 Bytes x 200 MHz) for each independent path
	 
	 	10.	 	Shared path between multiple initiators and multiple targets (available, but not highly
optimized)
	 
	 	11.	 	Variable latency depending on interconnect frequency and physical distance between
initiator and target IP cores
	 
	 	12.	 	Choice of burst interleaving per target
	 
	 	13.	 	Resource locking supported via ReadExclusive / Write transactions (blocking
synchronization) and ReadLinked / WriteConditional transactions (non-blocking
synchronization)
	 
	 	14.	 	Address width configurable per IP core: up to 40 bits

	 
	 	15.	 	Data widths configurable per IP core: 16, 32, 64 or 128 bits

	 
	 	16.	 	Endianness configurable per IP core

	 
	 	17.	 	Configurable mapping of IP core sideband signals

	 
	 	18.	 	Accommodation of different clock frequencies for different IP cores: 1:N and
asynchronous
	 
	 	19.	 	Security logic to enforce initiator-based access permissions of target IP cores
	 
	 	20.	 	Debug support via the capture of transactions from internal probe points in real time.
User completes this with the addition of capture buffers or some means of data analysis or
off-chip transfer.
	 
	 	21.	 	Per initiator-target path quality-of-service levels for control over latency and/or
bandwidth.
	 
	 	22.	 	Power management to allow shutdown of individual IP cores or regions of the
interconnect under system software control
	 
	 	23.	 	Error handling features to enable forwarding of target errors to initiator IP cores as
well as detection of unsupported commands, protection violations, and addressing errors
	 
	 	24.	 	Watch dog timers per initiator and target to allow identification and isolation of
faulty IP cores
	 
	 	25.	 	Optional error logging support
	 
	 	26.	 	Optional error recovery support, including individual IP core resets under system
software control
	 
	 	27.	 	Run-time configurability of security, quality-of-service, error handling, core
interaction, and power management mechanisms
	 
	 	28.	 	Automatically configured test-bench to match the configuration of the interconnect
	 
	 	29.	 	Floor planning support to optimize the interconnect configuration according to the chip
layout
	 
	 	30.	 	Import and export of layout information from/to commercial floorplanner tools via LEF
and DEF formats
	 
	 	31.	 	Cycle-approximate SystemC model for early architectural analysis and software
development






Following is the Preliminary Dolphin Outline Specification for the Dolphin class of Sonics
Products. Final Dolphin Specification will be mutually agreed by both Parties’ Project Managers
as part of the first Development Milestone Event.


Dolphin Outline Specification




 









 








Execution Copy

SONICS

LIC#15635

Addendum 1 to Exhibit A

Page 4 of 5




G. [***].




     [***].



H. Open Source Software Programs




	 	 	 	 	 	 	 
	Open Source Programs
	 	 	 	 	Is there any potential that	 	 
	 	 	 	 	this program does expose RTL	 	 
	 	 	 	 	to contamination?	 	 
	Item	 	Title of Open Source Software Program	 	(Reference Section 9.1.6)	 	Yes or No
	1	 	OVL (Open Verification Library)(This open source is disabled, but may be enabled
by Sonics upon express written request of TI prior to generation of RTL for a
Smart Core)

http://www.verificationlib.org/gui/Open_Source_02-09-01.doc	 	Disabled
	2
	 	TestBuilder
	 	 	 	No
	 
	 	http://www.testbuilder.net/license.thtml	 	 	 	 
	3
	 	SystemC
	 	 	 	No
	 
	 	http://www.systemc.org	 	 	 	 
	4	 	LEF/DEF

http://www.openeda.org/cgibin/oedaFileServer.cgi/lef_5.5_beta.tar.Z?action=license&
xfilename=lef_5.5_beta.tar.Z&xcount=LEFDEF&location=1&capture=LD&xlic= 
LDagreement_061802.html&fileID=ID%3A&required=action%7Cxfilename%7Clocation%7Ccapture%7Cxcount%
7Cxlic%7CfileID&PA=NO+-+NEW+User+Download	 	 
No
	5
	 	Python 1.5.2	 	 	 	No
	 	 	http://www.python.org/dev/doc/devel/mac/node96.html  	 	 
	6
	 	Tcl/Tk 8.0.5 and BLT 2.4	 	 	 	No
	7
	 	zlib 1.1.3	 	 	 	No
	8	 	gnu M4

It is covered under the GNU GENERAL PUBLIC LICENSE.	 	No
	9
	 	C/C++ runtime library	 	 	 	No







 









 








Execution Copy

SONICS

LIC#15635

Exhibit B

Page 1 of 5




Exhibit B 




TRADEMARK LICENSE AGREEMENT



This Trademark License Agreement between the Parties, is subject to and hereby incorporated in the
Technology License Agreement. In consideration of the mutual covenants and promises contained in
this Agreement, Texas Instruments and Licensee agree as follows:




1. Definitions. For the purposes of this Agreement, the following terms will have the meanings set

forth below.



1.1 “Intellectual Property Rights” means copyright, trademark, trade name, and other similar
intellectual property rights, but excludes patents and trade secrets.



1.2 “Trademarks of Texas Instruments” means Texas Instruments and design, OMAPÔ, OMAP Texas
Instruments Technology Independent Technology Center Logo, and any other marks that Texas
Instruments may adopt.



1.3 “Licensed Trademarks” means only the Trademarks of Texas Instruments described as the
OMAPÔ word trademark that is set forth in Attachment A to this Trademark License Agreement.



1.4. “OMAPÔ Products of Texas Instruments” means products from Texas Instruments that are
sold under the trademarks OMAPÔ and OMAP Texas Instruments Technology Logo.



1.5. “Qualifying Licensee Products and Services” means the products made by Licensee and/or the
services provided by Licensee that are based on or made to work with OMAPÔ Products of Texas
Instruments.




2. License Grant



2.1 Subject to Licensee’s full compliance with this Agreement, Texas Instruments hereby grants and
Licensee accepts a personal, worldwide, non-exclusive, non-transferable, royalty-free, revocable
license to use the Licensed Trademarks on or with Qualifying Licensee Products and Services after
obtaining prior written approval from Texas Instruments to use the Licensed Trademarks on a product
or with a service. The Licensed Trademarks are not to be used by Licensee except after receiving
prior written approval from Texas Instruments. No other right, title, or license is granted
hereunder.




2.2 Limitations on License Grant to Use Licensed Trademarks



This license is limited to using the Licensed Trademarks on or with Qualifying Licensee Products
and Services after obtaining prior written approval from Texas Instruments to use the Licensed
Trademarks on a product or with a service and does not extend to any other use whatsoever.
Licensee may not use any other Trademarks of Texas Instruments in any advertising or promotional
materials prepared by Licensee or any third party. Except as granted herein, Licensee may not
reproduce, modify, or distribute any Trademarks of Texas Instruments or allow others to do so.
These limitations do not prohibit textual use of the Licensed Trademarks in advertising and
promotional materials for Qualifying Licensee Products and Services that Licensee is selling, so
long as such product trademarks are used properly as trademarks with the appropriate trademark
symbol and attribution legend as required by Paragraph 4.3 of this Agreement. Upon request of
Texas Instruments, Licensee will promptly send copies of all advertising and promotional materials
to their marketing communications contact at Texas Instruments.




3. Quality of Qualifying Licensee Products and Services



Licensee may use the Licensed Trademarks only on or with high-quality Qualifying Licensee Products
and Services that at least meet the performance standards customary in the industry of the
Qualifying Licensee Products and Services. Licensee agrees not to alter the functionality of, or
re-mark, any OMAPÔ Products of Texas Instruments. Licensee shall comply with all applicable
laws and regulations in the manufacture, assembly, marketing and sale of Qualifying Licensee
Products and Services to which Licensee affixes the Licensed Trademarks or with which Licensee uses
the Licensed Trademarks.



Sonics
License

 









 








Execution Copy

SONICS

LIC#15635

Exhibit B

Page 2 of 5




4. Proper Usage of Licensed Trademarks



4.1 Licensee shall use the Licensed Trademarks in conformance with the OMAPÔ Texas
Instruments Technology Independent Technology Center Logo Branding Guidelines attached to this
License as Attachment B. Texas Instruments may modify the Logo or the Branding Guidelines and
Licensee will use the new Logo or new Guidelines on its advertising and promotional materials for
Qualifying Licensee Products and Services within sixty (60) days of receipt of the new Logo and/or
Guidelines from Texas Instruments or within a term as agreed by Texas Instruments.



4.2 Licensee shall not alter or modify the Licensed Trademarks in any way. Licensee may not alter
any Trademarks of Texas Instruments in any way, nor may Licensee integrate any Trademarks of Texas
Instruments into any of Licensee’s own trademarks, logos, or designs, nor may Licensee use any
marks or logos that are confusingly similar to any Trademarks of Texas Instruments.



4.3 Licensee shall attribute ownership of all Trademarks of Texas Instruments to Texas Instruments
by using the superscript TM designation and generic noun after each Trademark of Texas Instruments
and by using the following or like trademark attribution in all graphics or text materials that
include the Licensed Trademarks and that advertise or promote any Qualifying Products and Services:
“OMAP and OMAP Texas Instruments Technology Independent Technology Center Logo are trademarks of
Texas Instruments.”




5. Right to Test and Inspect



5.1. Texas Instruments shall have the right to test any of the Qualifying Licensee Products and
Services to determine whether it is a quality product or service that at least meets the
performance standards customary in the industry of the Qualifying Licensee Products and Services
and whether it meets the definition of the Qualifying Licensee Products and Services in this
Agreement. Texas Instruments shall have the right and be given the opportunity to make random
checks of the quality of the Qualifying Licensee Products and Services to confirm their compliance
with these quality standards. Such tests and random checks will be at Licensee’s expense and
conducted at reasonable intervals.



5.2. Texas Instruments shall have the right to inspect any of the Qualifying Licensee Products and
Services and any of Licensee’s graphics or text materials, including packaging, users’ manuals,
advertising, and promotional materials, as well as Licensee’s manufacturing and sales premises, to
ensure that Licensee is in full compliance with Licensee’s obligations under this Agreement.




6. Protection of Intellectual Property Rights of Texas Instruments



6.1 Licensee acknowledges the exclusive Intellectual Property Rights of Texas Instruments in the
Licensed Trademarks and all goodwill associated with the Licensed Trademarks. Licensee
acknowledges that any and all use by Licensee of the Licensed Trademarks, including the goodwill
associated with the Licensed Trademarks, inures solely to the benefit of Texas Instruments.
Licensee shall not challenge the ownership and validity of the Intellectual Property Rights of
Texas Instruments in and to the Licensed Trademarks.



6.2 Licensee shall not do anything that might harm the reputation or goodwill of Texas Instruments
in any of the Trademarks of Texas Instruments. Licensee shall take no action inconsistent with the
rights of Texas Instruments in the Trademarks of Texas Instruments. If at any time Licensee
acquires any rights in, or registration(s) or application(s) for the Trademarks of Texas
Instruments by operation of law or otherwise, Licensee will immediately and at no expense to Texas
Instruments assign such rights, registrations, or applications to Texas Instruments, along with any
and all associated goodwill.



6.3 In the event Licensee becomes aware of any unauthorized use of the Licensed Trademarks by a
third party, Licensee shall promptly notify Texas Instrument in writing, and shall cooperate fully,
at the expense of Texas Instruments, in any enforcement of the rights of Texas Instruments against
such third party. The right to enforce the rights of Texas Instruments in the Licensed Trademarks
and the Trademarks of Texas Instruments rests entirely with Texas Instruments and shall be
exercised in the sole discretion of Texas Instruments. Licensee shall not commence any action or
claim to enforce the rights of Texas Instruments in the Licensed Trademarks or the Trademarks of
Texas Instruments.




7. Indemnity.




[***]




 









 





Execution Copy

SONICS

LIC#15635

Exhibit B

Page 3 of 5




8. DISCLAIMER BY TEXAS INSTRUMENTS



TEXAS INSTRUMENTS MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND RESPECTING THE LICENSED
TRADEMARKS OR TRADEMARKS OF TEXAS INSTRUMENTS INCLUDING THE VALIDITY OF THE RIGHTS OF TEXAS
INSTRUMENTS IN THE LICENSED TRADEMARKS AND/OR THE TRADEMARKS OF TEXAS INSTRUMENTS IN ANY COUNTRY,
AND DISCLAIMS ANY AND ALL WARRANTIES THAT MIGHT OTHERWISE BE IMPLIED BY APPLICABLE LAW.




9. LIMITATION OF LIABILITY



NEITHER PARTY SHALL BE LIABLE FOR ANY LOST PROFITS, LOSS OF GOODWILL, OVERHEAD, COST OF COVER OR
OTHER INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS
AGREEMENT, HOWEVER CAUSED, AND WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT
LIABILITY, OR OTHERWISE. THESE LIMITATIONS SHALL APPLY EVEN IF A PARTY HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGE, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED
REMEDY HEREIN.




10. Term, Expiration and Termination:



10.1 The Agreement as amended from time to time shall expire upon termination of the Technology
License Agreement.



10.2. Either party may terminate this Agreement with or without cause upon sixty (60) days advance
written notice. Either party may immediately terminate this Agreement for breach by the other
party upon written notice. Opportunity to cure the breach may be given, but is not required under
this Agreement.



10.3. Effect of Expiration or Termination



Upon any termination or expiration of this Agreement, Licensee shall immediately cease all use of
the Licensed Trademarks or as agreed by Texas Instruments.




10.4. Continuing Obligations



Obligations of the parties under the provisions of Paragraphs 1, 5, 6, 7, 8, 9, 10.3, 10.4, 11, 12,
13, 14, 16, 17, 18 and 19 shall remain in force notwithstanding the termination or expiration of
this Agreement.




11. Assignment



The rights and liabilities of the Parties hereto will bind and inure to the benefit of their
successors and assigns, as the case may be. The rights granted to Licensee in this Agreement are
personal, and Licensee may not assign this Agreement or any right or obligation of this Agreement,
whether in conjunction with a change in ownership, merger, acquisition, the sale or transfer of
all, or substantially all or any part of Licensee’s business or assets or otherwise, either
voluntarily, by operation of law, or otherwise, without the prior written consent of Texas
Instruments. Additionally, any permitted assignment will be subject to a Party’s assignee or
transferee agreeing in writing to comply with all the terms and restrictions contained in this
Agreement. Any attempted assignment in violation of the provisions of this Section will be void.




12. Choice of Law and Jurisdiction



This Agreement shall be construed in accordance with and all disputes hereunder shall be governed
by the laws of the State of Texas, without regard to principles of conflicts of laws. The Parties
expressly stipulate that the 1980 United Nations Convention on Contracts for the International Sale
of Goods shall not apply, nor shall the Uniform Computer Information Transactions Act apply.




13. Equitable Relief




Licensee recognizes and acknowledges that Licensee’s breach of any of Licensee’s covenants,
agreements, or undertakings hereunder will cause Texas Instruments irreparable damage, which cannot
be readily remedied by monetary damages in an action at law, and



 









 





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may, in addition thereto, constitute an infringement of the Intellectual Property Rights and rights
under the laws of unfair competition of Texas Instruments. Accordingly, in the event of any
default or breach by Licensee, including any action by Licensee that could cause some loss or
dilution of the goodwill or reputation of Texas Instruments, or some loss or dilution in rights in
any Trademarks of Texas Instruments, Texas Instruments shall be entitled to an immediate injunction
in addition to any other remedies available, to stop or prevent such irreparable harm, loss, or
dilution.




14. Severability



If any provision of this Agreement or the exhibit(s) is held to be ineffective, unenforceable or
illegal for any reason, in whole or in part, such decision shall not affect the validity or
enforceability of any or all of the remaining portions thereof. Any such invalid, illegal or
unenforceable provision or portion thereof shall be changed and interpreted so as to best
accomplish the objectives of such provision or portion thereof within the limits of applicable law
or applicable Court decision.




15. Waiver



No failure or delay on the part of either Party in the exercise of any power, right or privilege
under this Agreement shall operate as a waiver of such power, right or privilege, nor shall any
single or partial exercise of any such power, right or privilege preclude any other or further
exercise of that or of any other right, power or privilege.




16. Relationship of the Parties



No agency, partnership, joint venture, franchise, or employment relationship is created between
Texas Instruments and Licensee as a result of this Agreement. Neither party is authorized to
create any obligation, express or implied, on behalf of the other party.




17. No Endorsement



Licensee acknowledges that Texas Instruments makes no claims on behalf of Licensee’s company as to
the quality of the products or services Licensee offers. Licensee shall make no claims that Texas
Instruments endorses Licensee’s products or services.



18. All notices required by this Agreement shall be in writing and shall be sent by registered
mail, postage prepaid, or by facsimile with receipt confirmed, addressed as follows:




	 	 	 
	Texas Instruments:
	 	Licensee:
	 
	Texas Instruments Incorporated
	 	Sonics, Inc.
	7839 Churchill Way
	 	2440 W. El Camino Real
	P.O. Box 655474
	 	Suite 600
	Mail Station 3999
	 	Mountain View, CA 94040
	Dallas, Texas 75265
	 	USA
	USA
	 	 
	Attn: Manager, Trademark Licensing
	 	Attn: Director, Legal Affairs
	Fax: 1-972-917-4418
	 	Fax: 1650-938-2577
	 
	 	 
	With a copy to:
	 	 
	Texas Instruments Incorporated
	 	 
	12500 TI Boulevard, MS 8723
	 	 
	Dallas, TX 75243
	 	 
	Attn: Manager, OMAP Contracts
	 	 





Either party may change its address by notice given in accordance with this paragraph. Notices
given under this paragraph shall be deemed to be duly received seven (7) business days after
mailing or upon actual receipt, whichever is earlier.




19. Entire Agreement



This Agreement and the attached exhibits contain the entire agreement and understanding of the
Parties with respect to this subject matter and supersede all prior agreements, understandings and
representations. No addition or modification to this Agreement is



 









 







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valid unless made in writing and signed by authorized representatives of the Parties. This
Agreement may be executed in counterparts; each of which shall be deemed an original but all of
which together shall constitute one and the same instrument. A faxed signature shall have the same
legally binding effect as an original signature.



IN WITNESS WHEREOF, the parties, by their duly authorized representatives, execute this Agreement.




	 	 	 	 	 
	TEXAS INSTRUMENTS INCORPORATED

	 	SONICS, INC.	 	 
	 
	 	 	 	 
	 

Signature

	 	 

Signature
	 	 
	 
	 	 	 	 
	 

Printed Name

	 	 

Printed Name
	 	 
	 
	 	 	 	 
	 

Title

	 	 

Title
	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	Date

	 	Date	 	 






	 	 	 	 	 
	Attachments:

	 	Attachment A
	 	 
	 
	 	 	 	 
	 

	 	Attachment B	 	 






 









 








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Attachment A to Exhibit B




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Attachment B to Exhibit B




Branding Guidelines




Overview



This document defines the OMAPÔ Texas Instruments Technology Independent Technology Center
Logo Branding Guidelines that are to be used by members of the OMAPÔ Texas Instruments
Technology Developer Network. Texas Instruments Incorporated (Texas Instruments) owns several
brand trademarks and logos. These guidelines are intended for use by developers of software and
hardware products that are based on or are intended to work with OMAPÔ Products of Texas
Instruments, and who have a separate trademark license agreement with Texas Instruments relating to
OMAPÔ brand trademarks. Nothing in these Branding Guidelines is to be deemed a license or
waiver of Texas Instruments trademark rights. These guidelines are issued pursuant to the “Proper
Usage of Licensed Trademarks” paragraph of the trademark license agreement and provide guidance on
how to use the Licensed Trademarks in print, in text and in broadcasting. Anyone who wishes to use
the trademarks of Texas Instruments must first have a licensing agreement with Texas Instruments.
Texas Instruments may periodically update these guidelines. Licensees must use the latest Branding
Guidelines for the Licensed Trademarks in advertising and promotional materials for Qualifying
Licensee Products and Services within sixty (60) days of receipt of the new Guidelines or as agreed
by Texas Instruments.




Fundamentals



The fundamentals of the OMAP Texas Instruments Technology Independent Technology Center Logo
Branding Guidelines are:



1. The Licensed Logo shall be conspicuously displayed on the front of all Licensee and end
equipment manufacturer’s products (or on the same side of the product as the Licensee’s or end
equipment manufacturer’s name) unless otherwise approved in writing by Texas Instruments.



2. The Licensed Logo shall be used in accordance with the guidelines outlined in this document in
all advertisements, web, broadcast and other media when an OMAPÔ product or service is
featured or shown.



3. Appropriate wording shall be used to provide attribution of the Licensed Logo as recited in the
agreement.




Product and Print




When displaying the Licensed Logo on a product or in print:



The Licensed Logo shall be conspicuously displayed on the front of the product (or on the same side
of the product as the Licensee’s name) unless otherwise approved in writing by Texas Instruments.



The Licensee’s name shall be more prominent than the Licensed Logo.



If your company’s logo is smaller than the Licensed Logo, or your product is too small to
effectively showcase the Licensed Logo in this size, please contact your Texas Instruments Market
Communications Representative for instructions on using the Licensed Logo.




Logo Size:



1. The Licensed Trademarks shall be used as shown in Attachment A.



2. The logo can never be used smaller than 0.75 inches in length (Length is determined from the
left side of the “O” to the right side of the last arc).



3. The aspect ratio must always be maintained and never altered.



To ensure clarity and importance of the OMAPÔ Texas Instruments Technology Independent
Technology Center Logo, adequate space must be left around the logo. The minimum white space
(noninterference space) is indicated by the height of the letter “O” in the logo.



However, additional white space increases legibility and distinction to the logo. The dignity of
the logo should be enhanced by carefully integrating it into the overall design of the
communication. It should never appear as an afterthought.




Logo Color



1. The logo should be applied to a plain background, one clear of a strong pattern or graphics. The
space around the logo shall be equal to the height of the ”O.”



2. The OMAPÔ Texas Instruments Technology Independent Technology Center Logo can appear in
either one or four colors:



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For one color usage: Black or white (reversed out of a color)

When the logo is to be used on a product whose color closely matches one of the colors within the
arc graphic, the one color black or white style should be used.




For four color usage: (Preferred use)

The arcs must always print CMYK:

small arc — 100% magenta and 90% yellow; middle arc -

100% cyan, 10% magenta, and 100% yellow; large arc -

100% cyan and 50% magenta; the balance of the logo prints

black or white (reversed out of a color).




Logo Usage Guidelines:



The Licensed Trademarks shall be at least 2 inches or 5.08 centimeters away from any other company
names, awards, etc.



The Licensed Trademarks cannot be featured in a strip of other marks, e.g. graphic representations
referring to awards, associations, or products without prior written approval by your Texas
Instruments Market Communications Representative.




Multi-product/catalog usage:



When multiple products are featured in advertising or promotional materials, the Licensed
Trademarks may be reduced to a thumbnail size. In these cases the Branding Guidelines that apply
are:



The logo shall be on a white background.



The logo shall be adequately distanced from other logos to maintain its readability.




Usage in Text



References to the Licensed Trademarks in print or text form include, but are not limited to: press
releases, advertising, promotional materials, web sites, collateral, direct mail and articles.



The first and most prominent reference to each Licensed Trademark must be accompanied by the TM
symbol. The first reference in body copy should be “OMAPÔ” followed by a generic description
of the described product. Thereafter, reference to the Licensed Trademarks should be “OMAP” (the
trademark symbol does not have to be used) followed by a generic description of the described
product.



Always use the following or like text in a footnote when providing attribution:



“Texas Instruments, OMAP and OMAP Texas Instruments Technology Independent Technology Center Logo
are trademarks of Texas Instruments”




Web:



When a Qualifying Licensee Product or Service is featured on a website, the Licensed Trademarks
shall be used and the smallest pixel height shall be 55 pixels. The Licensed Trademarks shall be
linked to the appropriate OMAPÔ web page. If no specific page is determined, then it should
be linked to http://www.ti.com.




Television:



When the Licensed Trademarks are aired on television, the Logo shall be featured in color as stated
in the Print section.





 











 





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Exhibit C




PROFESSIONAL SERVICES AGREEMENT




This Professional Services Agreement (“Agreement”), is entered into by and between Sonics, Inc, a
Delaware corporation with offices at 2440 West El Camino Real, Suite 600, Mountain View, California
94040 (“Sonics”), and Texas Instruments Incorporated and its subsidiaries (“TI”), a Delaware
corporation with offices at 12500 TI Boulevard, Dallas, Texas 75243, and is effective as of the
effective date of the Technology License Agreement between the Parties (“Effective Date”). TI and
Sonics may be referred to individually as a “Party” or collectively as the “Parties.”



WHEREAS, TI desires to secure certain professional services (“Services”), under a “Work Made for
Hire” arrangement, from Sonics as defined in Statement(s) of Work executed by the Parties and
attached hereto (“SOW(s)”), and Sonics desires to provide such Services to TI;



NOW, THEREFORE, in consideration for these premises and the commitment of TI’s initial purchase
order (“PO”) issued under this Agreement, the Parties agree as follows:





	1.	 	MASTER AGREEMENT. This Agreement establishes a master set of terms and conditions applicable
to any and all Services provided to TI by Sonics under SOW(s) during the term of this
Agreement. A SOW template form is attached hereto as Attachment 3.






	2.	 	SCOPE OF WORK. This Agreement is not a PO and does not authorize Sonics to provide any
Services. TI will issue PO(s) to Sonics during the term of this Agreement for payment of
Services set forth in specific SOWs. Sonics’ sole authorization to perform any Services for
TI is receipt of a SOW and an applicable PO. Each SOW together with its associated TI PO is a
separate contract subject to this Agreement.






	3.	 	COMPENSATION. Compensation shall be paid in accordance with the terms and conditions set
forth in Section 7 of the Technology License Agreement.






	 	3.1.	 	Sonics shall invoice TI for authorized Services at the rates specified in the SOW. The
maximum cumulative compensation permitted to Sonics for its performance of a SOW shall not
exceed the limits specified in that SOW and related TI PO without the prior written
authorization of TI. TI shall reimburse Sonics for reasonable and substantiated travel and
living expenses per the guidelines set forth in Attachment 1 and for which funding was
authorized in a TI PO.
	 
	 	3.2.	 	TI shall be responsible for the payment of all taxes based upon the Services and/or
materials provided by Sonics, except for taxes based upon Sonics’ income, the income of
Sonics’ employees, agents or subcontractors, any Federal, State or local employment taxes
assessed to Sonics and property taxes on the personal property of Sonics. Unless otherwise
indicated in the SOW, invoices for Services and any associated approved travel and living
expenses will be rendered monthly. All invoices will be submitted to TI with appropriate
supporting documentation, including without limitation time sheets for projects charged on
a per hour basis. All undisputed invoices will be paid thirty (30) days from the date of
receipt by TI, unless otherwise agreed upon in writing.






	4.	 	SUPPLIES AND EQUIPMENT. TI may provide to Sonics samples, materials, supplies, and equipment
(“Supplies”) and services as deemed necessary by TI in order for Sonics to perform the
Services set forth in the applicable SOW. Upon completion of the SOW for which such Supplies
were obtained (other than by lease or rental), or upon request by TI, Sonics shall return the
Supplies to TI within ten (10) business days . Sonics shall reimburse TI for any loss or
damage to the Supplies, except for reasonable wear and tear and Supplies reasonably consumed
in the course of providing Services.





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	5.	 	COMMUNICATIONS AND ADMINISTRATION. Each Party will designate a project manager in the SOW
who shall act as that Party’s liaison and administrator of the Services provided pursuant to
the SOW. All requested changes to a SOW must be coordinated with the TI buyer designated on
the applicable PO.






	6.	 	RIGHTS IN WORK PRODUCT. Except if provided for differently in any applicable SOW, the
products, inventions and work authored by Sonics under this Agreement, and the proceeds
thereof, including, but not limited to, written materials manifested in programs,
documentation, designs, discs and tapes, and all patent, copyright and trade secret rights in
and to such products, inventions and work worldwide, (collectively, “Work Product”) shall be
provided to TI by Sonics and shall belong to TI; shall be a work made for hire; and shall be
deemed to have been conveyed to TI effective as of the date such Work Products are delivered
to TI. Sonics hereby agrees to take all actions, including executing all documents,
reasonably requested by TI to vest in TI the rights granted as set forth above. The Work
Product shall be deemed TI Confidential Information and shall not be disclosed to anyone
outside of TI or used by Sonics or others without the prior written consent of TI.
Notwithstanding the above, Sonics and its licensors retain all ownership interests in any and
all pre-existing intellectual property, including, but not limited to, all inventions,
architectures, discoveries, improvements, concepts, designs, files, reports, programs,
manuals, templates, listings, databases and any other material, whether in tangible or
intangible form, developed, acquired or prepared by Sonics prior to this Agreement
(collectively, “Pre-existing Rights”). To the extent that Sonics’ Pre-existing Rights are
embedded in or an integral part of Work Products provided to TI hereunder, Sonics grants TI a
royalty-free, irrevocable, worldwide, nonexclusive, nontransferable (except as otherwise
expressly provided herein) license (without the right to sub-license) to make, have made, use,
reproduce, modify, distribute and display such Pre-existing Rights, but only to the extent
necessary in order for TI to utilize the Work Product for its business purposes; provided that
TI shall not sell, lease, or lend such Pre-existing Rights to any third party; and further
provided that Sonics shall notify TI in writing in advance of any Pre-existing Rights to be
embedded in or made an integral part of Work Products provided to TI hereunder.
Notwithstanding anything to the contrary herein, (a) Sonics shall be free to use the ideas,
concepts, or know-how developed by Sonics during the performance of Services hereunder on
behalf of Sonics and its customers, and (b) Sonics may provide services to others which may
result in computer programs and documentation which are competitive with those developed by
Sonics pursuant to this Agreement, whether or not such computer programs and documentation are
similar to computer programs and documentation which might be developed by Sonics pursuant to
this Agreement; provided, however, that Sonics and its personnel are not in violation of the
provisions of Section 9 (“Confidential Information”) or the intellectual property rights of
TI, including without limitation any copyright, trade secret or patent rights.





7. WARRANTIES AND INDEMNITY.





	 	7.1.	 	Sonics warrants and represents that the Services provided to TI will be performed in a
professional and competent manner. Furthermore, Sonics warrants and represents that
Services and Work Product will conform to the specifications of each SOW.
	 
	 	7.2.	 	Sonics warrants and represents that it has, or will have, prior to commencement of work
under this Agreement by any employee or third party performing Services on behalf of
Sonics, valid and sufficient arrangements or agreements with such employee or third party
such that (i) the ownership of any and all inventions made by such employee or third party
vests in Sonics; and (ii) such employee or third party agrees to be bound by the
confidentiality requirements in this Agreement and any subsequent nondisclosure
agreement(s) executed by the Parties. Further, Sonics warrants and represents that it will not knowingly provide or
deliver to TI Work Product or other intellectual property that infringes any patent,
copyright, trade secret, trademark, service mark, or similar proprietary right of a third
party.

	 
	 	7.3.	 	Sonics agrees that at all times it will comply with all federal, state, municipal and
local laws, orders, and regulations including, but not limited to, any applicable
environmental, health, safety and industrial hygiene




 









 










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	 	 	 	laws orders or regulations. Sonics
agrees to timely certify compliance with such laws, orders and regulations in such form as
TI may reasonably request from time to time. Sonics’ failure to comply with said federal,
state, municipal and local laws, orders, or regulations will be considered a material
breach of this Agreement.
	 
	 	7.4.	 	Sonics warrants and represents that it is not a Party to any other existing agreement
that would prevent Sonics from entering into this Agreement or any SOW or that would
adversely affect this Agreement or any SOW.
	 
	 	7.5.	 	[***].






	8.	 	LIMITATION OF LIABILITY.






	 	8.1.	 	Neither Party’s liability hereunder for damages, except for (i) a Party’s breach of
Section 9, or (ii) a Party’s gross negligence or willful misconduct, shall exceed the total
fees paid by TI for the particular work performed and/or related Services involved. No
action, regardless of form, arising out of the transactions under this Agreement may be
brought by either Party more than two (2) years after the cause of action has accrued.
	 
	 	8.2.	 	EXCEPT FOR EITHER PARTY’S BREACH OF SECTION 10, OR A PARTY’S GROSS NEGLIGENCE OR
WILLFUL MISCONDUCT, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR SPECIAL, INDIRECT,
CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT,
EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.






	9.	 	CONFIDENTIAL INFORMATION. The confidentiality provisions of the Technology License Agreement
shall apply to any Confidential Information (as defined in the Technology License Agreement)
disclosed by either Party under this Agreement.






	10.	 	SUPPLIER PERSONNEL. Sonics hereby agrees to submit to the TI project manager set forth in
the applicable SOW the names, resumes and other pertinent information requested by TI prior to
utilization of any employee, subcontractor, or agent of Sonics. TI reserves the right to
request the replacement of any of the Sonics’ employees, subcontractors, or agents assigned to
perform Services under this Agreement and Sonics shall immediately remove such employee,
subcontractor, or agent and secure replacement(s) acceptable to TI, at Sonics’ expense.






	11.	 	NOTICES. Any notice under this Agreement will be deemed to be given if in writing and
delivered in person, by overnight delivery service, by facsimile transmission (receipt
confirmed), or three business days after such notice is deposited in the United States mail,
postage prepaid, registered or certified mail, return receipt requested, and addressed to the
recipient Party at its address set forth below. The Parties may change the addresses on prior
written notice.





	 	 	 	 	 
	To TI:	 	With a copy to:	 	To Sonics:
	Texas Instruments Incorporated

	 	Texas Instruments Incorporated
	 	Sonics, Inc.
	12500 TI Boulevard, Mail Station 8723

	 	7839 Churchill Way, Mail Station 3999
	 	2440 West El Camino Real, Suite 600
	Dallas, Texas 75243

	 	Dallas, Texas 75251
	 	Mountain View, California 94040
	Attention: Manager, OMAP Contracts

	 	Attention: Law Department
	 	Attention: Legal Affairs







	12.	 	INDEPENDENT CONTRACTOR.






	 	12.1.	 	Sonics, in providing Services under this Agreement, is acting only as an independent
contractor. Without prior written authorization of the other Party, neither Party has any
express or implied right or authority to assume or create any obligations on behalf of the
other or to bind the other to any contract, agreement or




 









 











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	 	 	 	undertaking with any third party.
Nothing in this Agreement shall be construed to create a partnership, joint venture,
employment or agency relationship between TI and Sonics.
	 
	 	12.2.	 	Neither TI nor Sonics shall in any sense be considered either’s employee or, by virtue
of anything contained in this Agreement, an agent of one another nor shall either Party’s
employees be entitled to participate in any benefits or privileges given or extended by the
other Party to its employees or be deemed an employee of the other Party for purpose of
federal or state withholding taxes, worker’s compensation, disability, FICA taxes,
unemployment compensation, and any other contribution due on behalf of itself or its
employees.






	13.	 	TERMINATION.






	 	13.1.	 	If either Party materially defaults in its performance under this Agreement or any SOW
and fails to cure such default within five (5) business days after receiving written notice
specifying the default, then the Party not in default may, by giving the defaulting Party
written notice thereof, terminate such SOW as of a date specified in such notice.
Termination under this Section shall not affect any other SOW under this Agreement.
	 
	 	13.2.	 	If a Party becomes or is declared insolvent, is the subject of any proceedings
relating to its liquidation or insolvency or for the appointment of a receiver, conservator
or similar officer, or makes an assignment for the benefit of all or substantially all of
its creditors or enters into any agreement for the composition, extension, or readjustment
of all or substantially all of its obligations, then the other Party may, by giving the
defaulting Party prior written notice thereof, terminate any SOW as of a date specified in
such notice.
	 
	 	13.3.	 	This Agreement and/or a SOW(s) may be terminated for convenience by TI upon one (1)
day’s prior written notice to Sonics. The terms of this Agreement shall survive any such
termination of this Agreement with respect to any SOW then in effect until such SOW expires
or is terminated as set forth in this Agreement. In the event of termination of this
Agreement or a SOW, TI’s sole obligation, except for those provided in Section 13.4, shall
be to pay Sonics for any authorized work performed and authorized expenses incurred through
the date of the termination, subject to the not-to-exceed amount set forth in the SOW or
related TI PO, and to reimburse Sonics for the cost of any software purchased specifically
for such SOW for which license rights are transferred to TI, and any reasonable expenses
incurred by Sonics in terminating any personnel hired by Sonics only to perform the
Services under the SOW. This Section 13.3 shall not be deemed to waive, prejudice, or
diminish any rights which TI or Sonics may have at law or in equity for a breach of this
Agreement by the other Party.
	 
	 	13.4.	 	Any terms of this Agreement that by their nature extend beyond the termination of this
Agreement and the expiration or termination of any SOW shall remain in effect until
fulfilled, and such terms shall apply to the respective successors and assigns of either
Party. Terms that survive include, but are not limited to, the provisions of Sections 6,
7, 8, 9, 16, 17.3 and 17.5.






	14.	 	ACCESS TO TI SITE.






	 	14.1.	 	Supplier Badges. Sonics badges may be issued by TI to Sonics’ personnel as authorized
by TI. TI may limit or deny access to any Sonics personnel. Sonics’ use and access to any
TI facility shall be subject to all of TI’s security, safety, traffic, and smoke-free
environment restrictions, as well as any other TI rules and regulations and any and all other reasonable restrictions that TI may impose from time to time. Access
may be limited to TI’s normal hours of operations (excluding holidays and shutdown periods,
if any).
	 
	 	14.2.	 	Unescorted Access. Prior to any of Sonics’ workers being given unescorted access to a
TI facility, whether owned, leased, or controlled by TI, each worker shall complete the
Application for Access attached hereto as Attachment 2 (“Application for Access”), and
Sonics shall certify to TI that it has obtained a criminal records





 









 










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	 	 	 	check that has disclosed
no felony convictions for such worker. The records check shall include a criminal records
search in every county where the applicant has lived, worked or attended school for the
seven (7) years immediately prior to placing a worker on TI premises. Sonics further
certifies that it has complied with the Fair Credit Reporting Act (FCRA) in obtaining such
records. The agency performing such records searches must be TI’s authorized screening
service or a screening agency acceptable to and approved by TI’s Worldwide Security
Organization. Sonics shall retain copies of, and TI shall have access to, such criminal
records checks to allow TI to audit Sonics’ compliance with this requirement.
Notwithstanding anything to the contrary in this Agreement, if TI’s audit discloses a
violation of Sonics’ certification of any Application for Access, TI may immediately
terminate this Agreement for cause. This Section shall not be deemed to waive, prejudice,
or diminish any rights that TI may have at law or in equity for breach of this Agreement by
Sonics.






	15.	 	INSURANCE COVERAGE.






	 	15.1.	 	Sonics shall, at its sole cost and expense, procure and maintain in full force and
effect, during the term of this Agreement, all insurance specified herein. Prior to
starting any performance hereunder, Sonics shall deposit with TI, certificates evidencing
such insurance. In the event that the insurance policy is cancelled, changed, or there is
an intent not to renew, the insurance carrier will provide TI with thirty (30) days prior
written notice, by registered mail, of each insurance policy so affected, at the address
set forth in Section 11. The insurance to be obtained and continued in force by Sonics is
the following:






	 	15.1.1	 	all insurance shall be carried with a firm maintaining a minimum AM Best composite
rating of “A” and a financial rating greater than or equal to XIII.
	 
	 	15.1.2	 	Workers Compensation Insurance fully compliant with all applicable laws, both State
and Federal, covering its officers and employees; and Employers Liability Insurance
with minimum limits of $500,000 per occurrence.
	 
	 	15.1.3	 	Commercial General Liability Insurance (CGL), including an endorsement for
contractual liability, fully insuring against liability imposed by law for injury to
or death of any person or persons, including TI employees and third parties, or loss
or damage to property with minimum limits of:




   15.1.3.1    $1,000,000 combined single limit; or

   15.1.3.2    $500,000 for injury to or death of each person; and

   15.1.3.3   $1,000,000 for any one accident; and

   15.1.3.4   $500,000 for property damage for any one accident.





	 	15.1.4	 	Automobile Liability Insurance covering owned, non-owned, and hired automobiles used
to perform Services for TI, with bodily injury limits of not less than $500,000 for
any one person, $1,000,000 for any one accident, and property damage of not less than
$500,000 for any one accident.






	 	15.2.	 	TI shall also be named an additional insured under all of the described policies
except Workers Compensation, it being the intent of the Parties that the insurance shall
protect both Parties to this Agreement. Such liability insurance, both primary and excess,
shall state, by endorsement or otherwise, that such insurance as afforded
to TI, shall apply as primary insurance, and that the “other insurance” provisions of the
policy shall not apply to TI with respect to any additional insurance available to TI.






	16.	 	EXPORT REGULATIONS. This Agreement is expressly made subject to any United States government
laws, regulations, orders or other restrictions regarding export from the United States of
computer hardware, software, technical data or derivatives of such hardware, software or
technical data. Notwithstanding anything to the contrary




 









 











Execution Copy

SONICS

LIC#15635

Exhibit C

Page 6 of 7





	 	 	in this Agreement, neither Party
will directly or indirectly export (or re-export) any computer hardware, software, technical
data or derivatives of such hardware, software or technical data, or permit the shipment of
same: (a) into (or to a national or resident of) any country to which the United States has
embargoed goods; (b) to anyone on the U.S. Treasury Department’s List of Specially Designated
Nationals, List of Specially Designated Terrorists or List of Specially Designated Narcotics
Traffickers, or the U.S. Commerce Department’s Denied Parties List; or (c) to any country or
destination for which the United States government or a United States governmental agency
requires an export license or other approval for export without first having obtained such
license or other approval. Each Party will reasonably cooperate with the other and will
provide to the other promptly upon request any end-user certificates, affidavits regarding
re-export or other certificates or documents as are reasonably requested to obtain approvals,
consents, licenses and/or permits required for any payment or any export or import of products
or Services under this Agreement. The provisions of this Section 17 will survive the
expiration or termination of this Agreement for any reason.






	17.	 	GENERAL.






	 	17.1.	 	Attachments. The following Attachments are incorporated by reference as if fully set forth herein:






	 	17.1.1	 	Attachment 1. Travel & Living Expense Guidelines;
	 	17.1.2	 	Attachment 2: Application for Access;
	 	17.1.3	 	Attachment 3: Statement of Work Template.






	 	17.2.	 	Force Majeure. Neither Party shall be liable for any delays resulting from acts of
God, strikes, riots, acts of war, epidemics, governmental regulations or other cause beyond
its reasonable control; provided that diligent efforts are made to expeditiously remedy the
problem causing such nonperformance.
	 
	 	17.3.	 	No Publicity. Neither Party shall, without securing the written consent of the other
Party, publicly announce the existence of this Agreement or any purchase orders, confirm or
deny any details thereof, nor otherwise advertise or release any publicity in regard
thereto. Unless agreed upon in writing, nothing in this Agreement conveys any rights to
Sonics to (i) use TI’s name or logo on marketing literature, websites, presentations or any
other media form; or (ii) use TI as a reference account. Notwithstanding the foregoing, the
existence and terms of this Agreement may be disclosed to auditors, divested businesses and
to the extent required by law or regulation so long as the Party required to disclose the
information provides the other Party with timely prior notice of such requirement. This
provision shall survive the termination of this Agreement.
	 
	 	17.4.	 	Binding Agreement. This Agreement shall be binding upon the Parties hereto and their
respective successors and permitted assigns.
	 
	 	17.5.	 	Governing Law. The laws of the State of Texas, without regard to its conflict-of-laws
principles, shall govern any claim arising under or relating to this Agreement. This
Agreement shall not be governed by the United Nations Convention on the International Sale
of Goods or by the Uniform Computer Information Transactions Act (“UCITA”).
	 
	 	17.6.	 	Severability. If any provision of this Agreement is held to be void, illegal or
unenforceable by a court of final jurisdiction, such provision shall be fully severable and
this Agreement shall be construed and enforced as if such void, illegal or unenforceable provision never comprised a part hereof. Furthermore,
in lieu of such severed provision, the Parties may negotiate in good faith to agree on a
provision as similar in its terms to such severed provision as may be possible and be
valid, legal and enforceable.




 









 











Execution Copy

SONICS

LIC#15635

Exhibit C

Page 7 of 7





	 	17.7.	 	Assignment. Except as otherwise provided in this Agreement, Sonics shall not assign or
transfer any of its rights or obligations hereunder without the prior written consent of TI
and any such attempted assignment shall be void.
	 
	 	17.8.	 	Merger of Agreements. This Agreement and any SOWs or PO’s, as well as the Technology
License Agreement and any SOWs that are issued with reference to this Agreement and
accepted by Sonics constitute the entire understanding between the Parties relating to the
subject matter hereof, and supersede all previous communications, representations, or
agreements, either oral or written, with respect to the subject matter hereof, and no
representation or statements of any kind made by any representative of Sonics or TI, which
are not stated in this Agreement or any SOW or TI PO, shall be binding on Sonics or TI.
Where this Agreement conflicts with the pre-printed terms of TI’s PO, the terms of this
Agreement will supersede those of the PO only to the extent of such conflict. In the event
of a conflict between the terms of this Agreement and the terms of an SOW, the terms of the
SOW shall prevail. No addition to or modification of any provision of this Agreement shall
be binding upon Sonics or TI unless made in a writing signed by the respective duly
authorized representatives of Sonics and TI.
	 
	 	17.9.	 	Waiver. No waiver of any term or condition of this Agreement shall be enforceable
unless it is in writing and signed by the Party against whom it is sought to be charged.
No failure or delay by either Party in exercising any right, power or remedy will operate
as a waiver of any such right, power or remedy. The waiver by either Party of any of the
covenants, conditions, or agreements to be performed by the other or any breach thereof
shall not operate or be construed as a waiver of any subsequent breach or of any other
covenant, condition or agreement contained in this Agreement.




IN WITNESS WHEREOF, each of the Parties hereto has caused this Agreement to be executed on its
behalf by it’s duly authorized representative.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	texas instruments incorporated	 	 	 	Sonics, Inc.
	 
	By:

	 	 	 	 	 	By:	 	 	 	 	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Name:

	 	 	 	 	 	Name:	 	 	 	 	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Title:

	 	 	 	 	 	Title:	 	 	 	 	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Date:

	 	 	 	 	 	Date:	 	 	 	 	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 	 	 	 	 







 









 








Execution Copy

SONICS

LIC#15635

Attachment 1 to Exhibit C

Page 1 of 1




Attachment 1 to Exhibit C




Travel & Living Expense Guidelines



This document outlines the policy of Texas Instruments” (“TI”) with respect to travel and similar
reimbursable expenses. Sonics is required to comply with these guidelines when billing TI for
these types of expenses. TI is not responsible for any additional cost incurred by Sonics for
failure to comply with these guidelines unless the prior approval of the TI project manager is
received.





	1.	 	Air Transportation: TI will reimburse only for coach economy fares. Trips should be
booked as far in advance as possible to qualify for special air fare promotions and discount
fares; otherwise, when possible, unrestricted low-cost carriers should be used.






	2.	 	Lodging: It is understood that Sonics will work with the TI project manager to
ensure Sonics is receiving TI’s special rates at certain major hotels.






	3.	 	Meals: The reasonable cost of meals on overnight trips is allowed. When dining with
TIers on overnight trips, separate checks should be requested. Entertainment, such as theater
tickets and hotel room movies, are personal expenses and are not reimbursable. Meals and
other entertainment expenses provided to TIers are part of Sonics’ overhead and are not
reimbursable. Meals pertaining to travel on day trips are not billable to TI.






	4.	 	Alcoholic Beverages: Alcoholic beverage costs which are reasonable business expenses
are reimbursable. However, Sonics will need to separate all alcoholic beverage expenses and
list them separately.






	5.	 	Tips: Tips are an acceptable expense if they represent customary and reasonable
amounts for meals, porter, taxi, and similar services. Tips for meals must be included in the
meal cost and tips for the ground transportation must be included in transportation costs.
Tips to porters, bellhops, etc., should be listed as miscellaneous travel.






	6.	 	Laundry: Charges for laundry are reimbursable by TI if the trip exceeds five (5)
days.






	7.	 	Car Rental: Compact cars are to be rented when available in the U.S. (comparable
models internationally). Reimbursement is not allowable for optional collision insurance when
renting cars in the U.S. or Canada. Optional collision insurance purchased internationally is
acceptable where obligatory. Fines for parking or traffic violations are not reimbursable
expenses whether incurred in a rental car or while using one’s personal automobile.






	8.	 	Use of Personal Automobile; Local Travel: The approved reimbursement rate for use of
one’s personal automobile is the maximum amount allowed by current IRS regulations. Local
travel between the Sonics and TI as a normal part of doing business is not reimbursable.






	9.	 	Telephone: TI allows reasonable and customary personal telephone expenses while
traveling. In those instances where approved business calls are charged to a personal
telephone, the original bill must be submitted with an explanation for reimbursement.






	10.	 	Expense Statements: Expense Statements should contain information pertaining to only
one trip and must be prepared on a timely basis. Copies of airline tickets, hotel charges and
any other expense in excess of $75.00 must be included.






	11.	 	Office Supplies: Office supplies, including without limitation calendars and other
such items, are considered part of the Sonics’ overhead and are not reimbursable.





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Execution Copy

SONICS

LIC#15635

Attachment 2 to Exhibit C

Page 1 of 4




Attachment 2 to Exhibit C




Application for Access




For Your Information



Attention Suppliers/Consultants:



Consistent with TI’s commitment to maintain a safe and secure workplace for TI employees, its
consultants and guests, a comprehensive criminal background investigation must be conducted on all
consultants prior to TI granting “unescorted access” to any TI facility.



This background investigation must include criminal records research in every county where records
indicate the consultant has lived, worked or attended school within the last seven (7) years, as
well as an independent verification of the consultant’s social security number and true identity.
An independent source of information (not the consultant’s Application for Access) must be utilized
to discover any previous addresses not disclosed by the consultant. All counties discovered
through this independent source must also be checked for criminal records. Every county must be
checked for the most recent seven- (7) year period.



This criminal background investigation is to be conducted by Bti Employee Screening Services (TI’s
preferred source) or by another background investigation firm approved by TI’s Worldwide Security
organization. A list of the approved firms is available upon request.



Bti Employee Screening Services

8150 N. Central Expressway, Suite 500, LB44

Dallas, Texas 75206

Phone 214-363-0444 or 800-658-5638



The attached Application for Access must be completed in its entirety by each consultant. Sonics
will then arrange for the background investigation. If the background investigation discloses no
felony conviction, Sonics will execute the “Certification” contained on the last page of the
Application for Access. The Application for Access will then be forwarded to:



Texas Instruments Incorporated

Site Security Services

13542 North Central Expressway

Mail Station 396

Dallas, Texas 75243

Fax: 972-995-4306



No consultant will be granted access to TI if the background investigation discloses any felony
convictions or deferred adjudication of a felony.



Inquiries should be directed to:

Site Security Services

972-995-5306



We appreciate your cooperation in assisting TI achieve its commitment for a safe work environment.




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Execution Copy

SONICS

LIC#15635

Attachment 2 to Exhibit C

Page 4 of 4



I understand that I am applying for unescorted access to a TI facility and that such access is
granted solely to serve TI’s interests and may be revoked at any time. Further, I am required to
abide by all applicable rules of conduct including safety and security requirements.



I authorize any person, firm, corporation, school, employer or government agency to give my
employer and Texas Instruments Incorporated, or its representatives any information concerning my
work, academic or criminal record.



I agree to release and hold harmless my employer and Texas Instruments Incorporated, its officers,
agents, employees and assigns from any and all liability of whatever kind which might result from
the release of information authorized in the previous paragraph.



I certify that my responses to this question are true, complete and correct to the best of my
knowledge and are made in good faith. I understand that withholding information or making false
statements in this questionnaire may be the basis for denial of access or revocation of my access
privilege to TI facilities.




	 	 	 	 	 	 	 
	 

Signature of Applicant

	 	 
	 	 

Date
	 	 






CERTIFICATION



By its signature below, Sonics certifies to TI that it has obtained a criminal records check on
                                                             
(name of individual) that has disclosed no felony
convictions. Sonics further certifies to TI that it has complied with the Fair Credit Reporting
Act in obtaining said criminal records check.




	 	 	 	 	 	 	 
	  

Printed
Name of Authorized Representative

	 	 
	 	 
 

Title
	 	 
	 
	 	 	 	 	 	 
	 
 

Signature

	 	 
	 	 
 

Date
	 	 





	 	 	 
	  

Name
of Firm Conducting Background Investigation

	 	 






 









 








Execution Copy

SONICS

LIC#15635

Attachment 3 to Exhibit C

Page 1 of 5




Attachment 3 to Exhibit C

Statement of Work Template



This Professional Services Agreement Statement of Work (the “SOW”), effective as of [date] by and
between Company Name, a [state or country] corporation, having its principal place of business at
[company address] (“Company”) and Texas Instruments Incorporated and its subsidiaries, a Delaware
corporation, having a principal place of business at 12500 TI Boulevard, Dallas, Texas 7524“
(”TI”), is subject to and hereby incorporated in the Technology License Agreement“ (“Agreement”)
dated January 31, 2003 previously executed by the Parties.



WHEREAS pursuant to the Agreement, and as described in this SOW, the Parties desire to collaborate
on the work activities as described herein [“Project Name”]



WHEREAS, the following capitalized terms used in this SOW shall have the same meanings provided in
the Agreement: 1. Project Scope; 2. Deliverables & Dependencies; 2.1 Project Dependencies: 2.2
Third Party Technology and Open Source Software; 2.3 SOW Deliverables; 3. Project Schedule; 4.
Change Control and Support Requirements; 4.1 Change Control; 4.2 Support Requirements; 5. Project
Organization & Staffing; 5.1 Contact Information; 5.2 Staffing Requirements; 6. Additional Terms;
6.1 IP Ownership; 6.2 Special Licensing; 6.3 Other Special Terms; 7 Project Fees & Expenses; 7.1
Fee Arrangement; 7.2 Reimbursable Expenses; 7.3 Maximum Compensation; 7.4 Invoice Procedures.



NOW THEREFORE, in consideration of the mutual covenants and undertakings of the Parties, Company
and TI agree as follows:



1. PROJECT SCOPE. This section should contain SOW summary information including:





	 	o	 	Project definition and expected duration
	 
	 	o	 	Project goals, objectives,
	 
	 	o	 	Priorities & expectations
	 
	 	o	 	Project approach & responsibilities
	 
	 	o	 	Overall coordination and assumptions






	2.	 	DELIVERABLES & DEPENDENCIES.






	 	2.1	 	Project Dependencies: Itemized list of information, technology, documentation
and materials required to complete Project





	 	 	 	 	 	 	 	 	 	 	 
	Project Dependencies List
	 	 	 	 	 	 	 	 	 	 	Provider:
	 	 	Product Type	 	 	 	Version /	 	Delivery	 	TI /
	Qty	 	HW/SW/Doc	 	Product Name/Description	 	Code Type	 	Date	 	Company
	 
	 	 	 	 	 	 	 	 	 	 





     2.2 Third Party Technology and Open Source Software. Itemized list of all third party
information, technology, documentation, services and/or materials and any Open Source software
to be utilized in performing the work and/or delivered by either TI or Company under this SOW.



	 	 	 	 	 	 	 	 	 	 	 
	Third Party Technology
	 	 	 	 	 	 	 	 	 	 	Provider:
	 	 	Product Type	 	 	 	Version /	 	Delivery	 	TI /
	Qty	 	HW/SW/Doc	 	Product Name/Description	 	Code Type	 	Date	 	Company
	 
	 	 	 	 	 	 	 	 	 	 




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SONICS

LIC#15635

Attachment 3 to Exhibit C

Page 2 of 5




	 	 	 	 	 	 	 
	Open Source Software Programs
	 	 	 	 	Is there any potential that	 	 
	 	 	 	 	this program does expose RTL	 	 
	 	 	 	 	to contamination?	 	 
	Item	 	Title of Open Source Software Program	 	(Reference Section 9.1.6)	 	Yes or No
	 
	 	 	 	 	 	 






	 	2.3	 	SOW Deliverables. Information, technology, documentation, and/or services developed
or delivered as a work product resulting from performance of SOW obligations. [This section
should contain the complete list of SOW deliverables, including comprehensive
definitions/descriptions as applicable. Examples are as follows:]






	 	o	 	Project Plan
	 
	 	o	 	Progress Reports/Reviews [i.e., “For the duration of this SOW, Company will
provide periodic status reports, via email updates, to the TI contacts identified in
Section 5.1 below to keep TI apprised of the progress on the Project and to resolve
outstanding issues.”]
	 
	 	o	 	Software and/or hardware deliverables identified in Schedule below
	 
	 	o	 	Requirement Specifications, Data Sheets, Documentation
	 
	 	o	 	Acceptance Test Plan [i.e., “Company will develop an Acceptance Test Plan that
includes but is not limited to the test environments, test and validation plans, and
Acceptance Criteria. Company shall submit such Acceptance Test Plan to TI for TI’s
approval. All deliverables identified in this Section x will be tested to ensure that
they are fully functional in accordance with the Acceptance Test Plan and that they
meet all applicable Acceptance Criteria.”]
	 
	 	o	 	Other documents, technology, services






	 	2.4	 	Company shall provide to TI all source code and documentation associated with the
software deliverables identified in Section 2, above.






	3.	 	PROJECT SCHEDULE






	 	3.1	 	Tasks, Activities, and Milestone Events.





	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Duration	 	 	 	Start	 	 
	ID	 	Task Description	 	(# days)	 	Resource Name	 	Date	 	Gantt Chart
	 
	 	 	 	 	 	 	 	 	 	 






	4.	 	CHANGE CONTROL AND SUPPORT REQUIREMENTS






	 	4.1	 	Change Control. Any changes to this SOW must be evaluated by the Parties to
determine whether they constitute change to project costs and/or delivery schedules
(“Changes in Scope”). Requests for Changes in Scope must be in writing and accepted by the
receiving Party prior to becoming effective. A Change in Scope may require re-evaluation
of projected costs and delivery schedule and a revised Project Plan that has been mutually
agreed upon will be issued to reflect the change. [Note: example of a Request for Change
Form is attached]
	 
	 	4.2	 	Support Requirements. [This section should contain the understanding of the
Parties regarding all aspects of support during and after completion of the Project.
Examples are as follows:]






	 	o	 	Support for development, integration, test, deployment, sustaining
	 
	 	o	 	Bug reporting & metrics
	 
	 	o	 	Defect resolution and escalation process






 











 





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SONICS

LIC#15635

Attachment 3 to Exhibit C

Page 3 of 5





	 	o	 	Technical help desk support hours and identified contact
	 
	 	o	 	Updates/upgrades, including updated documentation
	 
	 	o	 	Warranty [i.e., “For a period of one (1) year after TI’s acceptance, Company
agrees to remedy all errors in the [list deliverables] that cause it not to perform in
accordance with the acceptance criteria.”]






	5.	 	PROJECT ORGANIZATION & STAFFING






	 	5.1	 	Contact Information. Communications regarding this SOW shall be made through
the following designated liaisons:





	 	 	 	 	 	 	 
	TI
	 	Contact Name	 	Telephone	 	Email address
	Project Manager

	 	 
	 	 
	 	 
	Technical Manager

	 	 
	 	 
	 	 
	Business Manager

	 	 
	 	 
	 	 
	SOW Administrator

	 	 
	 	 
	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Company
	 	Contact Name	 	 	Telephone	 	 	Email address	 
	Project Manager
	 	 	 	 	 	 	 	 	 	 	 	 
	Technical Manager
	 	 	 	 	 	 	 	 	 	 	 	 
	Business Manager
	 	 	 	 	 	 	 	 	 	 	 	 
	SOW Administrator
	 	 	 	 	 	 	 	 	 	 	 	 







	 	5.2	 	Staffing Requirements. [This section should contain the staffing requirements,
skill sets, and work locations for work contemplated under this SOW. Examples are as
follows:]






	 	o	 	Number of personnel
	 
	 	o	 	Skill Sets/Job Requirements
	 
	 	o	 	Work Environment/Location





	 	 	 	 	 	 	 	 	 
	Staffing Requirements
	Job
	 	Job Description / Skill Set	 	Rate of Pay	 	Duration	 	Work
	Classification	 	 	 	 	 	of Effort	 	Location
	 

	 	 
	 	 
	 	 
	 	 
	 

	 	 
	 	 
	 	 
	 	 






	6.	 	ADDITIONAL TERMS. [This section should include pertinent terms and conditions particularly
important for this Project. Examples are as follows:]






	 	o	 	IP Ownership. [i.e., “All Intellectual Property Rights in all work
product resulting from Company services provided under this SOW hereby vest exclusively
in TI. Such work product shall not include any Intellectual Property Rights of Company
or any third party.”]
	 
	 	o	 	Special licensing requirements
	 
	 	o	 	Other special terms






	7.	 	PROJECT FEES AND EXPENSES






	 	7.1	 	Fee Arrangement. Company shall be compensated for the services of Company
personnel at the [daily / hourly] time and material rates shown below. Overtime requires
the prior written consent of TI’s SOW Administrator designated in Section 5.1 above,
approval of which will be paid at the same rates shown below:




 









 











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SONICS

LIC#15635

Attachment 3 to Exhibit C

Page 4 of 5




Time & Material Rates




	 	 	 	 	 
	Job Classification	 	Rate of Pay (US$)	 
	 
	 	$	0.00	 
	 
	 	$	0.00	 







	 	7.2	 	Reimbursable Expenses. TI shall reimburse Company for reasonable expenses
incurred under this SOW for meals, lodging, and travel (air coach rates), in accordance
with TI’s then-current Travel Guidelines, provided such travel is requested and approved in
writing in advance by TI’s SOW Administrator designated in Section 5.1 above. Company
shall invoice TI for actual, substantiated expenses in accordance with the invoicing
procedures stated in Section 7.4, below.
	 
	 	7.3	 	Maximum Compensation. The maximum cumulative compensation payable to Company
for its performance of this SOW shall not exceed the amounts shown below without the prior
written authorization of TI’s SOW Administrator.





	 	 	 	 	 
	Cumulative Time & Materials Fees
	 	$	0.00	 
	Total Reimbursable Expenses
	 	$	0.00	 
	 
	 	 	 
	Total Not-to-Exceed SOW Charges (US$)
	 	$	0.00	 







	 	7.4	 	Invoice Procedures. Submit monthly invoice to TI’s SOW Administrator. TI’s
purchase order must be referenced on all invoices to assure timely payment.





     IN WITNESS WHEREOF, the Parties have caused this Professional Services Agreement Statement
of Work to be signed by their duly authorized representatives as of the SOW effective date above
and agree that the terms of the Technology License Agreement (LIC#15635) executed between the
Parties will govern this SOW.



	 	 	 	 	 
	TEXAS INSTRUMENTS INCORPORATED

	 	 	 	COMPANY
	 
	 	 	 	 
	By:

	 	 	 	By:
	 

	 	 	 	 
	 
	 	 	 	 
	Name:

	 	 	 	Name:
	 

	 	 	 	 
	 
	 	 	 	 
	Title:

	 	 	 	Title:
	 

	 	 	 	 
	 
	 	 	 	 
	Date:

	 	 	 	Date:
	 

	 	 	 	 






 









 















	Request for Change or Inquiry (“RCI”) for [SOW Project Name]
INITIATION
—
RCI #: Initiated By: Date Initiated:
—
Type : · Design            Requested by: Priority: Category:
(Check One) · Application · TI · High · Error
· Documentation
· Company
· Medium
· Enhancement
· Other ___
· Low
· N/A
——  ——  ——  —
Short Description (10 words or less):
Detailed Description (Include attachments if necessary):
INVESTIGATION
—
Assigned to: Date Assigned: Date to be
Completed:
Findings of Investigation:
RECOMMENDATIONS
—
Estimated Time to Complete: Date to be
Completed:
—
APPROVAL TO MAKE CHANGES
—
Manager Name:
Date:
—
Signature:
—
ESOLUTION
—
Resolved By: Date Started: Date
Resolved:
Comments:

ERIFICATION            SIGNOFF
——  —
Name: Date:
Verified By:
Date:
Notes:
Signature:


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License


 









 







Execution Copy

SONICS

LIC#15635

Exhibit D

Page 1 of 1




EXHIBIT D




Royalty Payment Terms




	 	 	 
	Currency:

	 	US Dollars
	 
	 	 
	Royalty Report:

	 	Each royalty report shall contain substantially no less
information than the aggregate number of units of Licensed
Products sold by class of Sonics Product, identification
of the Licensed Products sold, applicable ASP and Running
Royalty calculated thereon.
	 
	 	 
	Frequency:

	 	During the term of this Agreement, at the end of each
calendar quarter, being the 31st March, 30th
June, 30th September, and 31st December
(“Quarter”) of each year in which Running Royalties are
payable.
	 
	 	 
	When Due:

	 	Within forty-five (45) days after the end of each Quarter
TI shall deliver the Royalty Report (by facsimile
transmission confirmed by contemporaneous pre-paid air
mail letter) together with payment of the Running
Royalties.
	 
	 	 
	What is Due:

	 	Payment by telegraphic transfer to Sonics, Inc., Silicon
Valley Bank 2400 Geng Road, Suite 200, Palo Alto, CA,
94303, Attn: Ms. Amy Drake, Account No 3300045148
	 
	 	 
	Where Sent:

	 	To the address for Sonics set forth in this Agreement.
	 
	 	 
	Exchange Rate:

	 	Sales invoiced in currencies other than US Dollars shall
be converted at the TI Close Rate applicable to the
month/Quarter in which said sales occur used by TI to
close its books for the Subsidiary making such sales.






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SONICS

LIC#15635

Exhibit E

Page 1 of 1




EXHIBIT E




COMMENCEMENT NOTICE




	 	 	 	 	 	 	 	 	 	 	 
	TO:

	 	Sonics Inc. (“Sonics”)
	 	 	 	FROM:	 	 	 	 
	 

	 	 	 	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	ATTN:

	 	Program Manager
	 	 	 	AT:	 	 	 	 
	 

	 	 	 	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	FAX NO.:

	 	(650) 938-2577
	 	 	 	FAX NO.:	 	 	 	 
	 

	 	 	 	 	 	 	 	 

	 	 
	 	 	 	 	 	 	(Please provide fax number to which Sonics should respond)	 	 
	DATE:
	 	 	 	 	 	 	 	 	 	 
	 

	 	 

	 	 	 	 	 	 	 	 





In accordance with the terms and conditions of the Technology License Agreement entered into by and
between TI and Sonics as of January 31, 2003 (the “Agreement”) and pursuant to Section 3.2 thereof,
TI hereby notifies Sonics of the start of development of a new Licensed Product as identified
below:



Development of the following Licensed Product has been commenced as of                     , 200_, using
the Licensed Technology licensed to TI in the Agreement




Name of TI Device:




Description:




Sonics Product Used