Exhibit 4.19

 

ANNEX 1

 

RDA TECHNOLOGIES LIMITED

 

CONFIGURABLE SYSTEM PRODUCTS

NIC-301, QoS-301, GIC-390, SMC-353

 

FIXED SYSTEM PRODUCTS

L2C-310, DMC-400

 

AMBA DESIGNER

 

	
TLA Number
    	
 
    	
LEC-TLA-00547
    
	
Legal Counsel
    	
 
    	
MS
    
	
Annex Effective Date
    	
 
    	
9 February 2012
    


 

This Annex 1, when signed by both parties, shall form part of and be incorporated into the Technology Licence Agreement (“TLA”) between the parties (document reference as identified in the table above). Solely for the purposes of interpretation of the TLA with respect to this Annex 1, to the extent that the provisions contained in this Annex 1 conflict with any of the provisions of the TLA the provisions contained in this Annex 1 shall prevail over and shall supersede the conflicting provisions in the TLA.

 

1











 

SECTION 1 - ARM TECHNOLOGY

 

Key to Disclosure Rights

 

	
D
    	
 
    	
CONFIDENTIAL except disclosure permitted to “Designers” in accordance with Clause 3 of the TLA
    
	
M
    	
 
    	
CONFIDENTIAL except disclosure permitted to “Manufacturers” in accordance with Clause 3 of the TLA
    
	
T
    	
 
    	
CONFIDENTIAL except disclosure permitted to “Test Houses” in accordance with Clause 3 of the TLA
    
	
CS
    	
 
    	
CONFIDENTIAL except disclosure permitted to “Customers” in accordance with Clause 3 of the TLA
    
	
N
    	
 
    	
NON-CONFIDENTIAL
    


 

Subsection 1 — Configurable System Products

 

	
 
    	
 
    	
NIC-301 AMBA 3 Network IC   - Per Use
    


 

PART A CONTROL SCRIPTS

 

	
Part Number
    	
 
    	
Description
    	
 
    	
Disclosure Rights
    	
 
    	
Delivery Date
    
	
***
    	
 
    	
Control   Scripts
    	
 
    	
D
    	
 
    	
Within   ten (10) working days of Annex Effective Date
    


 

PART B

 

Not Applicable

 

PART C TEMPLATE FILES

 

	
Part Number
    	
 
    	
Description
    	
 
    	
Disclosure Rights
    	
 
    	
Delivery Date
    
	
***
    	
 
    	
Synthesis   Template Files
    	
 
    	
D
    	
 
    	
 
    
	
***
    	
 
    	
Interconnect   Template Files
    	
 
    	
D
    	
 
    	
Within   ten (10) working days of Annex Effective Date
    
	
***
    	
 
    	
TestBench   Template Files
    	
 
    	
D
    	
 
    	
 
    


 

PART D DOCUMENTATION

 

	
Part Number
    	
 
    	
Description
    	
 
    	
Disclosure Rights
    	
 
    	
Delivery Date
    
	
***
    	
 
    	
Release   Notes - PDF
    	
 
    	
D,CS
    	
 
    	
 
    
	
***
    	
 
    	
Technical   Reference Manual - PDF
    	
 
    	
N
    	
 
    	
Within   ten (10) working days of Annex Effective Date
    
	
***
    	
 
    	
Integratn   Man and Implementn Guide - PDF
    	
 
    	
D
    	
 
    	
 
    
	
***
    	
 
    	
Errata   - PDF
    	
 
    	
D,CS
    	
 
    	
 
    


 

2











 

	
 
    	
 
    	
QoS-301 ADD-ON FOR AXI IC   - Per Use
    


 

Rev 1

 

PART A CONTROL SCRIPTS

 

	
Part Number
    	
 
    	
Description
    	
 
    	
Disclosure Rights
    	
 
    	
Delivery Date
    
	
***
    	
 
    	
Control   Scripts
    	
 
    	
D
    	
 
    	
Within   ten (10) working days of Annex Effective Date
    


 

PART B

 

Not Applicable

PART C TEMPLATE FILES

 

	
Part Number
    	
 
    	
Description
    	
 
    	
Disclosure Rights
    	
 
    	
Delivery Date
    
	
***
    	
 
    	
Synthesis   Template Files
    	
 
    	
D
    	
 
    	
 
    
	
***
    	
 
    	
Interconnect   Template Files
    	
 
    	
D
    	
 
    	
Within   ten (10) working days of Annex Effective Date
    
	
***
    	
 
    	
TestBench   Template Files
    	
 
    	
D
    	
 
    	
 
    


 

PART D DOCUMENTATION

 

	
Part Number
    	
 
    	
Description
    	
 
    	
Disclosure Rights
    	
 
    	
Delivery Date
    
	
***
    	
 
    	
Release   Notes - PDF
    	
 
    	
D,CS
    	
 
    	
 
    
	
***
    	
 
    	
Technical   Reference Manual - PDF
    	
 
    	
N
    	
 
    	
Within   ten (10) working days of Annex Effective Date
    
	
***
    	
 
    	
Errata   - PDF
    	
 
    	
D,CS
    	
 
    	
 
    


 

3











 

	
 
    	
 
    	
GIC-390 Generic Interrupt   Ctlr - Per Use
    


 

Rev 1

 

PART A - CONTROL SCRIPTS

 

	
Part Number
    	
 
    	
Description
    	
 
    	
Disclosure Rights
    	
 
    	
Delivery Date
    
	
***
    	
 
    	
Configuration   Control Scripts
    	
 
    	
D
    	
 
    	
Within   ten (10) working days of Annex Effective Date
    


 

PART B - CONFIGURATION FILES

 

	
Part Number
    	
 
    	
Description
    	
 
    	
Disclosure Rights
    	
 
    	
Delivery Date
    
	
***
    	
 
    	
Example   Configuration Files
    	
 
    	
D
    	
 
    	
Within   ten (10) working days of Annex Effective Date
    


 

PART C - TEMPLATE FILES

 

	
Part Number
    	
 
    	
Description
    	
 
    	
Disclosure Rights
    	
 
    	
Delivery Date
    
	
***
    	
 
    	
Synthesis   LEC Template Files
    	
 
    	
D
    	
 
    	
 
    
	
***
    	
 
    	
Synthesisable   Verilog Template Files
    	
 
    	
D
    	
 
    	
 
    
	
***
    	
 
    	
Verification   Template Files
    	
 
    	
D
    	
 
    	
Within   ten (10) working days of Annex Effective Date
    
	
***
    	
 
    	
Verilog   OVL Assertions
    	
 
    	
D
    	
 
    	
 
    
	
***
    	
 
    	
System   Verilog Assertions (SVA)
    	
 
    	
D
    	
 
    	
 
    
	
***
    	
 
    	
AXI   Protocol Support Synthesizable Verlg
    	
 
    	
D
    	
 
    	
 
    


 

PART D - DOCUMENTATION

 

	
Part Number
    	
 
    	
Description
    	
 
    	
Disclosure Rights
    	
 
    	
Delivery Date
    
	
***
    	
 
    	
Technical   Reference Manual - PDF
    	
 
    	
N
    	
 
    	
 
    
	
***
    	
 
    	
Implementation   Guide - PDF
    	
 
    	
D
    	
 
    	
 
    
	
***
    	
 
    	
Integration   Manual - PDF
    	
 
    	
D
    	
 
    	
Within   ten (10) working days of Annex Effective Date
    
	
***
    	
 
    	
Configuration   Guide - PDF
    	
 
    	
D
    	
 
    	
 
    
	
***
    	
 
    	
Release   Notes - PDF
    	
 
    	
D,CS
    	
 
    	
 
    
	
***
    	
 
    	
Errata   - PDF
    	
 
    	
D,CS
    	
 
    	
 
    


 

4











 

	
 
    	
 
    	
SMC-353 SRAM NOR + NAND   FLASH MCTLR -PU
    


 

Rev 1

 

PART A - CONTROL SCRIPTS

 

	
Part Number
    	
 
    	
Description
    	
 
    	
Disclosure Rights
    	
 
    	
Delivery Date
    
	
***
    	
 
    	
Configuration   Control Scripts
    	
 
    	
D
    	
 
    	
Within   ten (10) working days of Annex Effective Date
    


 

PART B - CONFIGURATION FILES

 

	
Part Number
    	
 
    	
Description
    	
 
    	
Disclosure Rights
    	
 
    	
Delivery Date
    
	
***
    	
 
    	
Example   Configuration Files
    	
 
    	
D
    	
 
    	
Within   ten (10) working days of Annex Effective Date
    


 

PART C - TEMPLATE FILES

 

	
Part Number
    	
 
    	
Description
    	
 
    	
Disclosure Rights
    	
 
    	
Delivery Date
    
	
***
    	
 
    	
Synthesis   LEC Template Files
    	
 
    	
D
    	
 
    	
 
    
	
***
    	
 
    	
Synthesisable   Verilog Template Files
    	
 
    	
D
    	
 
    	
Within   ten (10) working days of Annex Effective Date
    
	
***
    	
 
    	
Verification   Template Files
    	
 
    	
D
    	
 
    	
 
    


 

PART D - DOCUMENTATION

 

	
Part Number
    	
 
    	
Description
    	
 
    	
Disclosure Rights
    	
 
    	
Delivery Date
    
	
***
    	
 
    	
Technical   Reference Manual PDF
    	
 
    	
N
    	
 
    	
 
    
	
***
    	
 
    	
Implementation   Guide - PDF
    	
 
    	
D
    	
 
    	
 
    
	
***
    	
 
    	
Integration   Manual PDF
    	
 
    	
D
    	
 
    	
Within   ten (10) working days of Annex Effective Date
    
	
***
    	
 
    	
Configuration   Guide - PDF
    	
 
    	
D
    	
 
    	
 
    
	
***
    	
 
    	
Release   Notes - PDF
    	
 
    	
D,CS
    	
 
    	
 
    
	
***
    	
 
    	
Errata   - PDF
    	
 
    	
D,CS
    	
 
    	
 
    


 

5












 



Subsection 2 — Fixed System Products

 

	
 
    	
 
    	
L2C-310 AXI L2 CACHE CTRL   - Per Use
    


 

PART A - SYNTHESIZABLE VERILOG

 

	
Part Number
    	
 
    	
Description
    	
 
    	
Disclosure Rights
    	
 
    	
Delivery Date
    
	
***
    	
 
    	
Synthesizable   Verilog
    	
 
    	
D
    	
 
    	
Within   ten (10) working days of Annex Effective Date
    


 

PART B - SYNTHESIS SCRIPTS

 

	
Part Number
    	
 
    	
Description
    	
 
    	
Disclosure Rights
    	
 
    	
Delivery Date
    
	
***
    	
 
    	
Synopsys   Synthesis Scripts
    	
 
    	
D
    	
 
    	
 
    
	
***
    	
 
    	
PL310   IP-XACT DESCRIPTIONS
    	
 
    	
D,CS
    	
 
    	
Within   ten (10) working days of Annex Effective Date
    
	
***
    	
 
    	
RTL   to Netlist Formality LEC Script
    	
 
    	
D
    	
 
    	
 
    
	
***
    	
 
    	
RTL   to Netlist Conformal LEC Script
    	
 
    	
D
    	
 
    	
 
    


 

PART C - TESTBENCHES

 

	
Part Number
    	
 
    	
Description
    	
 
    	
Disclosure Rights
    	
 
    	
Delivery Date
    
	
***
    	
 
    	
Verification   Testbench Verilog
    	
 
    	
D
    	
 
    	
Within   ten (10) working days of Annex Effective Date
    
	
***
    	
 
    	
Integration   Testbench Verilog
    	
 
    	
D
    	
 
    	
 
    


 

PART D - TEST VECTORS

 

	
Part Number
    	
 
    	
Description
    	
 
    	
Disclosure Rights
    	
 
    	
Delivery Date
    
	
***
    	
 
    	
Vectors   for Functional Verification
    	
 
    	
D
    	
 
    	
Within   ten (10) working days of Annex Effective Date
    


 

PART E - DOCUMENTATION

 

	
Part Number
    	
 
    	
Description
    	
 
    	
Disclosure Rights
    	
 
    	
Delivery Date
    
	
***
    	
 
    	
Level-2   Cache Contoller TRM - PDF
    	
 
    	
N
    	
 
    	
 
    
	
***
    	
 
    	
Implementation   Guide - PDF
    	
 
    	
D
    	
 
    	
 
    
	
***
    	
 
    	
MBIST   Technical Reference Manual - PDF
    	
 
    	
D,CS
    	
 
    	
Within   ten (10) working days of Annex Effective Date
    
	
***
    	
 
    	
Release   Note - PDF
    	
 
    	
D
    	
 
    	
 
    
	
***
    	
 
    	
Level-2   Cache Controller - Errata - PDF
    	
 
    	
D
    	
 
    	
 
    


 

6











 

	
 
    	
 
    	
DMC-400 DDR3+LPDDR2 - PER   USE
    


 

Rev 1

 

PART A - SYNTHESISABLE VERILOG

 

	
Part Number
    	
 
    	
Description
    	
 
    	
Disclosure Rights
    	
 
    	
Delivery Date
    
	
***
    	
 
    	
Synthesizable   Verilog
    	
 
    	
D
    	
 
    	
Within   ten (10) working days of Annex Effective Date
    


 

PART B - SYNTHESIS SCRIPTS

 

	
Part Number
    	
 
    	
Description
    	
 
    	
Disclosure Rights
    	
 
    	
Delivery Date
    
	
***
    	
 
    	
Synopsys   Synthesis Scripts
    	
 
    	
D
    	
 
    	
 
    
	
***
    	
 
    	
RTL   to Netlist Formality LEC Script
    	
 
    	
D
    	
 
    	
Within   ten (10) working days of Annex Effective Date
    
	
***
    	
 
    	
IP-XACT   descriptions
    	
 
    	
D
    	
 
    	
 
    


 

PART C - TESTBENCHES

 

	
Part Number
    	
 
    	
Description
    	
 
    	
Disclosure Rights
    	
 
    	
Delivery Date
    
	
***
    	
 
    	
Verification   Testbench Verilog
    	
 
    	
D
    	
 
    	
Within   ten (10) working days of Annex Effective Date
    


 

PART D - TEST VECTORS

 

	
Part Number
    	
 
    	
Description
    	
 
    	
Disclosure Rights
    	
 
    	
Delivery Date
    
	
***
    	
 
    	
Vectors   for Functional Verification
    	
 
    	
D
    	
 
    	
Within   ten (10) working days of Annex Effective Date
    


 

PART E - DOCUMENTATION

 

	
Part Number
    	
 
    	
Description
    	
 
    	
Disclosure Rights
    	
 
    	
Delivery Date
    
	
***
    	
 
    	
Technical   Reference Manual - PDF
    	
 
    	
N
    	
 
    	
 
    
	
***
    	
 
    	
Implementation   Guide - PDF
    	
 
    	
D
    	
 
    	
 
    
	
***
    	
 
    	
Integration   Manual - PDF
    	
 
    	
D
    	
 
    	
Within   ten (10) working days of Annex Effective Date
    
	
***
    	
 
    	
Release   Notes - PDF
    	
 
    	
D,CS
    	
 
    	
 
    
	
***
    	
 
    	
Errata   - PDF
    	
 
    	
D,CS
    	
 
    	
 
    


 

7












 

Subsection 3 — AMBA Designer

 

AMBA DESIGNER

 

PART A - Documentation

 

	
Part Number
    	
 
    	
Description
    	
 
    	
Disclosure Rights
    	
 
    	
Delivery Date
    
	
***
    	
 
    	
AMBA   Designer Release Notes
    	
 
    	
D
    	
 
    	
Within   ten (10) working days of Annex Effective Date
    
	
***
    	
 
    	
AMBA   Designer User Guide (PDF Format)
    	
 
    	
N
    	
 
    	
 
    


 

PART B - Software

 

	
Part Number
    	
 
    	
Description
    	
 
    	
Disclosure Rights
    	
 
    	
Delivery Date
    
	
***
    	
 
    	
AMBA   Designer
    	
 
    	
D
    	
 
    	
Within   ten (10) working days of Annex Effective Date
    


 

PART C - Third Party Tools

 

	
Part Number
    	
 
    	
Description
    	
 
    	
Disclosure Rights
    	
 
    	
Delivery Date
    
	
***
    	
 
    	
AMBA   Designer Third Party Tools
    	
 
    	
N
    	
 
    	
Within   ten (10) working days of Annex Effective Date
    


 

8











 

SECTION 2 - LICENCE AND SPECIAL CONDITIONS

 

A.                                   Definitions

 

A.1                             “AMBA Designer” means the program identified in Section 1 Subsection 3 Part B of this Annex 1.

 

A.2                             “AMBA Designer Documentation” means the documentation identified in Section 1 Subsection 3 Part A of this Annex 1.

 

A.3                             “AMBA Specifications” mean any or all of the specifications available at http://infocenter.arm.com/help/topic/com.arm.doc.set.amba/index.html

 

A.4                             “ARM Compliant Product” means an integrated circuit which incorporates any or all of the Configurable System Products and Fixed System Products licensed under Section 1 Subsections 1 and 2 of this Annex 1 and may or may not include a CPU, provided that where such integrated circuit incorporates a CPU then such CPU is either: (i) a CPU manufactured under licence from ARM; or (ii) a CPU other than a CPU manufactured under licence from ARM, provided that such CPU is not: (a) substantially compliant with the ARM instruction sets licensed by ARM from time to time; or (b) marketed as being compliant with the ARM instruction sets licensed by ARM from time to time.

 

A.5                            “Configurable System Product(s)” means the peripheral devices described in the Technical Reference Manual identified in the relevant Section 1 Subsection 1 Parts D of this Annex 1.

 

A.6                            “Configuration File” means the program identified in the relevant Section 1 Subsection 1 Parts B of this Annex 1.

 

A.7                            “Control Scripts” means the programs identified in relevant Section 1 Subsection 1 Parts A of this Annex 1.

 

A.8                            “Design Start” means the earlier of any of the following; (i) the date that LICENSEE first synthesises the Synthesisable RTL for an ARM Compliant Product; (ii) the date that LICENSEE enters into a contract with a third party for the design of an ARM Compliant Product; or (iii) the date that LICENSEE delivers any ARM Technology or derivatives thereof, to a Customer pursuant to the licenses granted in this Annex 1.

 

A.9                            “Documentation” means (i) with respect to the Configurable System Products the documentation identified in the relevant Section 1 Subsection 1 Parts D of this Annex 1; and (ii) with respect to the Fixed System Products the documentation identified in the relevant Section 1 Subsection 2 Parts E of this Annex 1.

 

A.10                     “Download” means the removal or copying of any or all of the relevant ARM Technology in respect of each ARM Compliant Product from the secure area on www.connect.arm.com.

 

A.11                     “Fixed System Product(s)” means the peripheral devices described in each Peripheral Technical Reference Manual identified in the relevant Section 1 Subsection 2 Parts E of this Annex 1.

 

A.12                     “IP-XACT Descriptions” means the IP-XACT descriptions generated by or for LICENSEE using the Template Files, Control Scripts and Configuration File, as described in the relevant Documentation.

 

A.13                     “Licensed  Product” means any or all, as the context admits, of ARM’s products which are capable of being configured using AMBA Designer and which are licensed by ARM to LICENSEE under a separate current and valid licence agreement with ARM.

 

A.14                     “Release Note” means for each Fixed System Product the release note identified in the relevant Section 1 Subsection 2 Parts E of this Annex 1.

 

A.15                      “Seat” means a licence to use a single copy of AMBA Designer in accordance with the licence grants in Section 2 of this Annex 1.

 

A.16                      “Separate Files” means the libgcc_s GNU standard C library in shared library binary format together with a file containing information on libstdc++ runtime exception from http://gcc.gnu.org.

 

A.17                     “Synthesis Scripts” means (i) with respect to the Configurable System Products the synthesis scripts generated by or for LICENSEE using the Template Files, Control Scripts and Configuration File, as described in the relevant Documentation; and (ii) with respect to the Fixed System Products the programs identified in the relevant Section 1 Subsection 2 Parts B of this Annex 1.

 

9











 

A.18                     “Synthesisable RTL” means (i) with respect to the Configurable System Products the synthesizable RTL generated by or for LICENSEE using the Template Files, Control Scripts and Configuration File, as described in the relevant Documentation; and (ii) with respect to the Fixed System Products the Synthesisable RTL identified in the relevant Section 1 Subsection 2 Parts A of this Annex 1.

 

A.19                      “Template Files” means the programs identified in the relevant Section 1 Subsection 1 Parts C of this Annex 1.

 

A.20                      “Test Benches” means (i) with respect to the Configurable System Products the programs generated by or for LICENSEE using the Template Files, Control Scripts and Configuration File, as described in the relevant Documentation; and (ii) with respect to the Fixed System Products the programs identified in the relevant Section 1 Subsection 2 Parts C of this Annex 1.

 

A.21                      “Test Vectors” means the data files identified in the relevant Section 1 Subsection 2 Parts D of this Annex 1.

 

A.22                      “Third Party Tools” means those tools set out in Section 1 Subsection 3 Part C of this Annex 1.

 

A.23                     “Unique ARM Compliant Product” means:

 

(i)                                     an unlimited number of units of a single design for an ARM Compliant Product which has been taped out and given a unique part number; and

 

(ii)                                  an unlimited number of units of any derivatives of the ARM Compliant Products referred to in Clause A.23(i), provided that:

 

(a)                                  such derivatives result only from any or all of the following modifications; (1) the implementation by LICENSEE of an Update delivered by ARM to some or all of the ARM Technology; (2) the correction of errors in such ARM Compliant Products to achieve conformance with the original specification for such design; and (3) a version of such ARM Compliant Product that has been ported to a different set of process design rules but is otherwise functionally unmodified (except to the extent accommodated by this definition); and

 

(b)                                  except as provided below, no more than one such derivative for the ARM Compliant Product referred to in Clause A.23(i) is being manufactured for LICENSEE at any time. LICENSEE shall be permitted to concurrently manufacture the derivative and the design from which such derivative was derived; (i) indefinitely if the derivative is a result of Clause A.23(ii)(a)(1) or Clause A.23(ii)(a)(2); and (ii) if the derivative is a result of Clause A.23(ii)(a)(3), then for a period of six (6) months from the date of first manufacture of the new derivative.

 

B.                                   Licence

 

B.1                            Subject to the provisions of Clause 3 of the TLA and Clause C below, ARM hereby grants, to LICENSEE, a non-transferable (subject to Clause 16.3 of the TLA), non-exclusive, world-wide licence for the Term to:

 

Configurable System Products

 

(i)                  use, copy and modify (solely to the extent necessary to document any changes to the ARM Technology permitted under this Annex 1) distribute and have distributed the Documentation;

 

(ii)               use and copy the Template Files and Control Scripts solely for the purposes of designing and having designed (subject to the provisions of Clause 2.2 of the TLA) the Synthesizable RTL, the Synthesis Scripts, the Test Bench and the IP-XACT Descriptions;

 

(iii)            use, copy and modify the Configuration File solely for the purpose of designing and having designed (subject to the provisions of Clause 2.2 of the TLA) the Synthesizable RTL, the Synthesis Scripts, the Test Bench and the IP-XACT Descriptions;

 

(iv)           use, copy, and modify (provided that the logical functionality of the Configurable System Product is preserved) the Synthesisable RTL, Synthesis Scripts and IP-XACT Descriptions solely for the purposes of designing and having designed (subject to the provisions of Clause 2.2 of the TLA) ARM Compliant Products;

 

(v)              use, copy, and modify (provided that the logical functionality of the Test Bench is preserved) the Test Bench solely for the purposes of testing and having tested (subject to the provisions of Clause 2.5 of the TLA) ARM Compliant Products;

 

10











 

Fixed System Products

 

(vi)           use, copy and modify (solely to the extent necessary to document any changes permitted under this Annex 1), distribute and have distributed (subject to the provisions of Clause 2.2 of the TLA) the Documentation;

 

(vii)        use, copy, and modify (provided that the logical functionality of the Fixed System Product is preserved) the Synthesisable RTL and the Synthesis Scripts only for the purposes of designing and having designed (subject to the provisions of Clause 2.2 of the TLA) ARM Compliant Products;

 

(viii)     use, copy, and modify (solely for the purpose of testing each Fixed System Product licensed under   this Annex 1 including any modified versions thereof created under the licence granted in Clause B.1 (ii)) the Test Benches and the Test Vectors only for the purposes of designing and having designed (subject to the provisions of Clause 2.2 of the TLA) ARM Compliant Products;

 

AMBA Designer

 

(ix)                             use and copy AMBA Designer and the AMBA Designer Documentation solely for the purposes of designing and having designed (subject to the provisions of Clause 2.2 of the TLA and Clause C below) an integrated circuit which incorporates a Licensed Product and a bus that is compatible with the AMBA Specifications;

 

General

 

(x)                   manufacture and have manufactured by Manufacturer(s) (subject to the provisions of Clause 2.4 of the TLA) the Unique ARM Compliant Products created under the licences granted in Clauses B.1(i) to B.1(viii); and

 

(xi)                test and have tested (subject to the provisions of Clause 2.5 of the TLA) the Unique ARM Compliant Products manufactured under the licences granted in Clause B.1(x);

 

(xii)             package and have packaged (subject to the provisions of Clause 2.6 of the TLA), the Unique ARM Compliant Products manufactured under the licences granted in Clause B.1(x); and

 

(xiii)          sell, supply and distribute the Unique ARM Compliant Products manufactured under the licences granted in Clause B.1(x).

 

C.                                   Special Conditions

 

1                                         Confidentiality

 

C.1                             In respect of the Configurable System Products only, LICENSEE hereby agrees that the Synthesisable RTL, the Synthesis Scripts, the IP-XACT Descriptions and the Test Bench and any translation, modification, compilation, abridgement or other form in which the Synthesisable RTL, the Synthesis Scripts, the IP-XACT Descriptions or the Test Bench have been recast, transformed or adapted created by LICENSEE in accordance with the licences granted in this Annex 1 contain ARM’s Confidential Information and shall be maintained in confidence in accordance with the provisions of Clause 3 of the TLA.

 

C.2                             In respect of the Configurable System Products only, the provisions of Clause 3.3 of the TLA shall be replaced as follows:

 

2                                         Permitted Disclosure to Designers

 

3                                         3.3                               LICENSEE may disclose; (i) the ARM Technology marked “D” in any Annex 1 and any translation, modification, compilation, abridgement or other form in which the ARM Technology marked “D” has been recast, transformed or adapted; and (ii) the Synthesisable RTL, the Synthesis Scripts, the IP-XACT Descriptions and the Test Bench and any translation, modification, compilation, abridgement or other form in which the Synthesisable RTL, the Synthesis Scripts, the IP-XACT Descriptions or the Test Bench have been recast, transformed or adapted to a Designer pursuant to the exercise of the have designed rights (if granted in Section 2 of the relevant Annex 1) solely for the purposes of having ARM Compliant Products or devices for use solely in conjunction with ARM Compliant Products designed for LICENSEE by such third party and under a non-disclosure agreement containing substantially similar terms to this Clause 3, including the confidentiality period for each deliverable determined in accordance with the provisions of Clause 3.1.

 

C.3                            LICENSEE hereby acknowledges that a valid licence to ARM’s tool known as AMBA Designer is required to enable generation of the Synthesisable RTL, Synthesis Scripts, IP-XACT Descriptions and Test Bench in respect of the Configurable System Products known as NIC-301  and QOS-301.

 

11











 

C.4                            LICENSEE hereby acknowledges that the Configurable System Product known as QOS-301 is a supplemental product to the Configurable System Product known as NIC-301 and is not designed to be used independently, therefore a valid licence to the Configurable System Product known as NIC-301 is required to enable use of the Configurable System Product known as QOS-301.

 

C.5                            Notwithstanding the provisions of Clause 12 of the TLA, ARM shall not be obligated to provide a patent indemnity to LICENSEE in respect of the Fixed System Product known as DMC-400 licensed under this Annex 1.

 

Third Party Tools and Separate Files

 

C.6                             The Third Party Tools are delivered subject to separate third party licenses which can be found at http://www.apache.org/licenses/,  http://www.activestate.com/activepython/license/, http://www.activestate.com/activetcl/license/, http://www.activestate.com/activeperl/license/.  The Separate Files are delivered subject GNU General Public Licence, version 2 (with special runtime or similar exceptions).    LICENSEE warrants that prior to use of the Third Party Tools and Separate Files they shall have entered into such license for the Third Party Tools and Separate Files.

 

C.7                             The Third Party Tools and Separate Files are provided “AS IS” and ARM expressly disclaims all representations, warranties, conditions or other terms, express or implied, including without limitation the implied warranties of non- infringement, satisfactory quality, and fitness for a particular purpose. The provisions of Clauses 7, 8, 10.2, 11.1 and 12 of the TLA shall not apply to the Third Party Tools and Separate Files.

 

AMBA Designer

 

C.8                            LICENSEE may install and use the AMBA Designer and licence keys on computers which are owned or controlled by LICENSEE and which are either; (i) located at LICENSEE’s premises; or (ii) portable computers which remain in the possession and control of LICENSEE’s employees when outside such premises. The Seats in use shall be limited at all times to the number for which LICENSEE has a licence under this Agreement and for the time period authorised by ARM by licence key. Each licence key shall be limited to a single item of LICENSEE’s computer hardware (host ID) on which the licence key is initially installed, except where ARM may separately agree in writing to re-host any licence key.  LICENSEE may only use the AMBA Designer onsite at LICENSEE’s premises, except when used offsite by a LICENSEE employee (but not a sub-contractor), on a portable computer, as part of his or her normal work activities, and only for LICENSEE’s benefit.  LICENSEE hereby acknowledges that the functionality available to LICENSEE shall be limited to the functionality enabled by valid licence keys. LICENSEE shall be entitled to receive one (1) Seat of AMBA Designer.

 

C.9                             LICENSEE acknowledges that a valid Seat of AMBA Designer is required to permit LICENSEE or a Designer to exercise the right granted in Clause B.1(ix) above.  LICENSEE further acknowledges that, notwithstanding the licence granted in Clause B.1(ix) above, each licence key is valid for the Term in respect of each Seat of AMBA Designer and LICENSEE is not entitled to further licence keys under this Annex 1 during the Term unless otherwise agreed by the parties and subject to additional fees to be agreed.

 

D.                                    IP access model Provisions

 

Number of Unique ARM Compliant Products

 

D.1                            Under this Annex 1, LICENSEE shall have the right to exercise the licenses granted under Clause B.1 of this Annex 1 for an unlimited number of Unique ARM Compliant Products, provided that for each such Unique ARM Compliant Product LICENSEE pays to ARM the respective Use Fee as set out in, and in accordance with the provisions of Section 8 of this Annex 1.

 

Audit

 

D.2                            In addition to the audit requirements in Clause 6.6 of the TLA, the Auditors shall be entitled to review; (i) the ARM Technology which has been Downloaded by LICENSEE; (ii) Design Starts for any Unique ARM Compliant Products; and (iii) any information necessary to substantiate and verify the data submitted to ARM by LICENSEE in any Usage Report provided in accordance with Section 8. LICENSEE’s books and records relevant to verification of the information which LICENSEE is obliged to report pursuant to this Clause, shall be retained by LICENSEE for at least six (6) years after the end of the period to which the Download, Design Start or Usage Report relates.

 

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E.                                    Limitation of Liability

 

E.1         For the purposes of this Annex 1, delete Clause 13.2 of the TLA and replace with the following:

 

“13.2     NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS TLA, THE MAXIMUM LIABILITY OF ARM TO LICENSEE IN AGGREGATE FOR ALL CLAIMS MADE AGAINST ARM IN CONTRACT TORT OR OTHERWISE UNDER OR IN CONNECTION WITH EACH ARM DELIVERABLE (AS DEFINED BELOW) LICENSED UNDER AN ANNEX 1 SHALL NOT EXCEED THE USE FEES PAID TO ARM IN RESPECT OF THAT ARM DELIVERABLE. THE EXISTENCE OF MORE THAN ONE CLAIM OR SUIT WILL NOT ENLARGE OR EXTEND THE LIMIT. LICENSEE RELEASES ARM FROM ALL OBLIGATIONS, LIABILITY, CLAIMS OR DEMANDS IN EXCESS OF THIS LIMITATION”

 

“ARM Deliverable” means an individual product being part of the ARM Technology delivered under an Annex 1 where such product has an associated Use Fee in Section 8 of the relevant Annex 1.

 

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SECTION 3 — VERIFICATION

 

Not applicable.

 

SECTION 4 - SUPPORT LIMITATION

 

4.1                               Except as provided below, the maximum number of man hours that ARM shall be obligated to expend on any individual support case submitted to ARM by LICENSEE shall be capped at sixteen (16).

 

4.2                               If ARM reasonably believes that any individual support case will exceed the support cap referred to above, ARM and LICENSEE will mutually agree a plan of action for resolution of the support case.

 

4.3                               If a support case results in a defect being identified, any time associated with correcting such defect will not be logged against such support case.

 

4.4                               If ARM, at ARM’s discretion, determines that LICENSEE has entered multiple cases which relate to the same support problem, ARM shall be entitled to compile these into a single case which in aggregate will be subject to the cap referred to above.

 

4.5                               If ARM agrees to provide support at LICENSEE’s premises in accordance with the provisions of Clause 7.3 of the TLA, any time spent at LICENSEE’s premises including travel shall not be included as part of the support cap.

 

SECTION 5 - TRAINING REQUIREMENT

 

Not applicable.

 

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SECTION 6 - TRADEMARKS

 

	
Trademark
    	
 
    	
Registered/ Unregistered
    
	
 
    	
 
    	
 
    
	
Part A
    	
 
    	
 
    
	
ARM w/bar [logo]   Exhibit A
    	
 
    	
Registered
    
	
 
    	
 
    	
 
    
	
Part B
    	
 
    	
 
    
	
ARM Powered [logo]   Exhibit B
    	
 
    	
Registered
    
	
 
    	
 
    	
 
    
	
Part C
    	
 
    	
 
    
	
ARM [logo]   Exhibit C
    	
 
    	
Registered
    
	
 
    	
 
    	
 
    
	
Part D
    	
 
    	
 
    
	
ARM Connect Community Partner [logo]   Exhibit D
    	
 
    	
Unregistered
    
	
 
    	
 
    	
 
    
	
Part E
    	
 
    	
 
    
	
ARM
    	
 
    	
Registered
    


 

SECTION 7 — TERM

 

Unless terminated earlier in accordance with the provisions of Clause 14 of the TLA, this Annex 1 shall continue in force for a period of three (3) years.

 

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SECTION 8 - FEES AND ROYALTIES

 

Fees

 

“Product Annexes”, “Pre-Paid Licence Fees” and “Access Fees” shall have the meanings as defined in the MP Core annex (document number LES-ANX-20356)

 

Use Fees

 

Subject to the provisions of this Section 8, for each Unique ARM Compliant Product developed under this Annex 1, LICENSEE shall pay to ARM the relevant Use Fees set out below:

 

	
ARM Technology
    	
 
    	
Use Fee (US$)
    
	
Each   Unique ARM Compliant Product containing NIC-301
    	
 
    	
See Use Fee Table as set out in   Section 8 of the MP Core annex document LES-ANX-20356
    
	
Each   Unique ARM Compliant Product containing QoS-301
    	
 
    	
See Use Fee Table as set out in   Section 8 of the MP Core annex document LES-ANX-20356
    
	
Each   Unique ARM Compliant Product containing GIC-390
    	
 
    	
See Use Fee Table as set out in   Section 8 of the MP Core annex document LES-ANX-20356
    
	
Each   Unique ARM Compliant Product containing SMC-353
    	
 
    	
See Use Fee Table as set out in   Section 8 of the MP Core annex document LES-ANX-20356
    
	
Each   Unique ARM Compliant Product containing L2C-310
    	
 
    	
See Use Fee Table as set out in   Section 8 of the MP Core annex document LES-ANX-20356
    
	
Each   Unique ARM Compliant Product containing DMC-400
    	
 
    	
See Use Fee Table as set out in   Section 8 of the MP Core annex document LES-ANX-20356
    
	
AMBA   DESIGNER
    	
 
    	
See Use Fee Table as set out in   Section 8 of the MP Core annex document LES-ANX-20356
    


 

The Use Fee payable to ARM by LICENSEE shall be due to ARM as follows:-

 

(i)                                    Upon first Download of the ARM Technology; and

 

(ii)                                 Upon Design Start of the second and each subsequent Unique ARM Compliant Product incorporating such ARM Technology.

 

All Use Fees shall be due at the end of the Quarter in which the Download or Design Start has occurred as applicable. Notwithstanding the foregoing, LICENSEE shall not be obligated to pay the whole or any part of any Use Fees, to ARM under the Product Annexes, until such time as the aggregate Use Fees  which LICENSEE is obligated to pay to ARM under the Product Annexes has exceeded the amount of the Pre-Paid License Fee that has become due to ARM.

 

Where any Pre-Paid Licence Fees have not become due, invoices raised by ARM for amounts that exceed the amount of the Pre-Paid Licence Fee that has become due to ARM will be set off against any subsequent milestone payments for the Pre-Paid Licence Fee that have not yet become due to ARM.

 

Access to ARM Technology in the Product Annexes

 

For the avoidance of doubt, LICENSEE will not be able to Download any ARM technology licensed under the Product Annexes during any year of Term unless LICENSEE has paid the Access Fees for the relevant period.

 

Entitlement to Support and Maintenance Services.

 

In respect of each of the ARM Technology licenced under the Product Annexes, in addition to paying the Access Fee for the relevant period, LICENSEE must pay the Support and Maintenance Fees for the relevant period to be entitled to request Support and Maintenance Services in respect of such ARM Technology licensed under the Product Annexes.

 

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USAGE REPORTS

 

8.1                               For the purposes of this Annex 1 the provisions of Clause 6.3 of the TLA shall be replaced with the following:

 

“Usage Report

 

6.3                               LICENSEE shall submit to ARM a report (each a “Usage Report”) within thirty (30) days after the end of every Quarter. Each Usage Report shall contain the following information relating to each ARM Compliant Product and which shall be substantially in the form set out below;

 

	
Part Number
    	
 
    	
Internal
   Project
   Name
    	
 
    	
Foundry and
   Process
    	
 
    	
ARM Technology
    	
 
    	
Project
   Status
    	
 
    	
Production
   Status
    	
 
    	
Tape Out
   Type
    	
 
    	
Last Tape
   Out Date
    	
 
    	
Wafer
   Quantity
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    


 

Each Usage report shall be submitted online at http://designstart.arm.com under the “My Account” link listed under the ARM Products and Services heading.

 

8.2                               For the purposes of this Annex 1 the provisions of Clause 6.6 of the TLA shall be replaced with the following:

 

“Audit Rights

 

6.6                               Subject to the provision of at least (30) days prior written notice, ARM or its agent shall have the right to conduct up to one (1) audit in any twelve (12) month period of LICENSEE’s relevant books and records to verify the information which LICENSEE is obliged to report pursuant to Clause 6.3 of the TLA.  Audits performed under this Clause 6.6 shall be conducted; (i) during normal business hours; and (ii) at ARM’s sole expense.  LICENSEE’s books and records relevant to verification of the information which LICENSEE is obliged to report pursuant to Clause 6.3 of the TLA, shall be retained by LICENSEE for at least six (6) years after the end of the period to which the Usage Report relates.”

 

Invoice address: 6/F, Building 4, 690 Bibo Road, Pudong, Shanghai 201203, PRC

 

Royalties

 

Not applicable.

 

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SECTION 9 - MARKETING

 

Notwithstanding anything to the contrary contained in the TLA either party may disclose to third parties that LICENSEE is a licensee of the ARM Technology licensed under this Annex 1. Except as expressly provided in the TLA, no right is granted to either party to disclose the terms and conditions of the TLA or this Annex 1.

 

Within sixty days (60) days of the Annex Effective Date the parties shall mutually agree the terms and method of issuance of a written announcement, which may be a press release, relating to the technology licensed under this Annex 1 and the relationship of the parties.

 

All communications for the above marketing activities shall be sent to the following contacts

 

	
ARM Marketing Contact
    	
 
    	
LICENSEE Marketing Contact
    
	
 
    	
 
    	
 
    
	
Director of   Corporate Communications
    	
 
    	
 
    
	
CommsDirector@arm.com
    	
 
    	
 
    
	
110 Fulbourn Road
    	
 
    	
 
    
	
Cambridge
    	
 
    	
 
    
	
CB1 9NJ
    	
 
    	
 
    


 

IN WITNESS WHEREOF the parties have caused this Annex 1 to be signed by their duly authorised representatives:

 

	
ARM LIMITED
    	
RDA TECHNOLOGIES LIMITED
    
	
 
    	
 
    
	
BY: 
    	
/s/ Mike Inglis
    	
 
    	
BY: 
    	
/s/ Vincent Tai
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
NAME: 
    	
Mike Inglis
    	
 
    	
NAME: 
    	
Vincent Tai
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
TITLE: 
    	
Chief Commercial Officer
    	
 
    	
TITLE: 
    	
CEO
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
DATE: 
    	
27-4-2012
    	
 
    	
DATE: 
    	
2012.2.9
    


 

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