exv10w19c



 





Exhibit 10.19(C)




Addendum 3 to Exhibit A

to

Technology License Agreement1





	A.	 	Smart Core Technology.
	 
	 	 	Sonics Product: SonicsLX
	 
	B.	 	Payment Schedule.
	 
	 	 	Payment of License Fees for an unlimited number of SonicsLX designs during the Addendum No. 3
Term will be due and payable on acceptance of SonicsLX pursuant to Section G. The License Fee
for the Term shall be [***].
	 
	 	 	If TI shall elect to extend the Addendum No. 3 Term as set forth in Section I, the License Fee
shall be [***] for each additional year elected by TI. Such License Fee will be due
and payable for each year on the anniversary date of this Addendum No. 3.
	 
	C.	 	Royalty Schedule.
	 
	 	 	[***]
	 
	D.	 	Maintenance.
	 
	 	 	Sonics will provide maintenance services, training and/or technical support described in
Agreement Section 6.1 for SonicsLX, subject to payment by TI of Maintenance Fees for the
maintenance periods shown below, and Support Fees, in accordance with Section 7.10.





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

	 	 	[***]
	 	 	[***]	 
	 	[***]

	 	 	[***]
	 	 	[***]	 
	 	[***]

	 	 	[***]
	 	 	[***]	 
	 	[***]

	 	 	[***]
	 	 	[***]	 
	 	[***]

	 	 	[***]
	 	 	[***]	 
	 	[***]

	 	 	[***]
	 	 	[***]	 
	 






	 	 	The Maintenance Fees for Year 1 will be due and payable upon execution of this Addendum.
Maintenance Fees for subsequent years, if elected by TI, shall be due and payable upon the
anniversary date of this Addendum No. 3.
	 
	 	 	TI shall purchase [***] of technical support from Sonics for [***], due and
payable upon execution of







 




			
	1	 	[***]:  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.




 









 











	 	 	this Addendum No. 3. Additional technical support can be purchased for [***] per
[***] blocks. Onsite Support and/or training for the Sonics Product licensed under
this Addendum No. 3 will be provided pursuant to Exhibit C of the Agreement at TI’s option.
	 
	E.	 	Transfer Materials. (as defined in Section 1.15)





	 	 	 	 	 	 	 	 	 
	 
	 	Item	 	 	Name and Description	 	 	Format/Classification	 
	 	Smart Core*

	 	 	SonicsLX
	 	 	Unencrypted RTL Code	 
	 	Documentation

	 	 	SonicsLX Reference

Release Notes with installation instructions
	 	 	(Sonics shall make
all Documentation
available on-line
and/or secure FTP.)
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 the Agreement.






	 	 	Sonics shall deliver to TI at no additional cost that number of additional keys for SonicsLX
that TI may request from time to time during the Addendum No. 3 Term and any extensions thereof.






	F.	 	Design Specification.
	 
	 	 	SonicsLX Reference c0.5 and including the following right:
[***]






	G.	 	Acceptance Criteria.
	 
	 	 	The following acceptance criteria shall apply to the Smart Core Technology licensed under this
Addendum: [***].




 









 












	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	 
	 	Item	 	 	Title of Open Source Software Program	 	 	contamination?	 
	 	 	 	 	 	 	 	 	 	Yes or No	 
	 	 	 	 	 	 	 	 	 	(Reference Section	 
	 	 	 	 	 	 	 	 	 	9.1.6)	 
	 	 	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

	 	 	Disabled	 
	 	 	2	 	 	 	TestBuilder

http://www.testbuilder.net/license.html

	 	 	No	 
	 	 	3	 	 	 	SystemC

http://www.systemc.org

	 	 	No	 
	 	 	4	 	 	 	LEF/DEF

http://www.openeda.org

	 	 	No	 
	 	 	5	 	 	 	Python

http://www.python.org

	 	 	No	 
	 	 	6	 	 	 	Tcl/Tk and BLT

	 	 	No	 
	 	 	7	 	 	 	Zlib

	 	 	No	 
	 	 	8	 	 	 	Gnu M4

It is covered under the GNU GENERAL PUBLIC LICENSE.

	 	 	No	 
	 	 	9	 	 	 	C/C++ runtime library

	 	 	No	 
	 






	I.	 	Term of Addendum.
	 
	 	 	The term of this Addendum shall be three (3) years (the “Addendum No. 3 Term”). No later than
ninety (90) days prior to the end of the Addendum No. 3 Term and any extension term thereto, the
parties shall meet to discuss the extension of the Addendum No. 3 Term. TI shall have the
right, by providing written notice to Sonics at any time prior to the end of the Addendum No. 3
Term, to extend the Addendum No. 3 Term by a period of one year. TI may exercise this right up
to three times for a maximum of three additional one year terms. License Fees, Maintenance Fees
and Support Fees for such extension terms shall be as set forth in Section B and Section D,
respectively.
	 
	 	 	Notwithstanding the expiration of the Addendum No. 3 Term or any extension thereof, TI shall
retain the right to manufacture and ship, royalty-free, any Device for which TI shall have (1)
delivered to Sonics a Commencement Notice pursuant to Section J of this Addendum or (2) taped
out the Device prior to the end of the Addendum No. 3 Term or any extension thereof, as
demonstrated by (a) evidence that such taping out occurred and (b) reasonable proof that the
failure to deliver a Commencement Notice was unintentional.
	 
	 	 	Despite termination of this Addendum, TI shall retain the following rights solely in support of
TI’s manufacturing of a Device: the right to re-tape out to fix bugs in the Device, the right
to modify a Device for yield improvement purposes, and the right to modify a Device for the
purpose of moving




 









 






	 	 	the manufacturing of a Device from one fabrication facility to another. Notwithstanding the
preceding sentence, under no circumstance shall TI be permitted to use SonicsLX to modify the
Device after termination of this Addendum. If, after termination of this Addendum, TI modifies
the Device utilizing TI’s SonicsMX license (including Sonics Studio (formerly Synapse Studio)),
then such use and activity will become subject to the terms of the Agreement governing SonicsMX,
including but not limited to payment of License Fees and Royalties therefor.
	 
	J.	 	Commencement Notices
	 
	 	 	During the Addendum No. 3 Term and any extension thereto, TI will deliver to Sonics a
Commencement Notice upon the start of design or development of a semiconductor device
incorporating the Smart Core referenced in this Addendum.




IN WITNESS WHEREOF, each of the Parties hereto has caused this Addendum 3 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: