exv10w20b



 






Exhibit 10.20B




ADDENDUM 2 TO EXHIBIT A




TECHNOLOGY SCHEDULE

to the

TECHNOLOGY LICENSE AGREEMENT




For




SONICS MXTM IP CORE*




     This Addendum 2 to Exhibit A Technology Schedule (“Technology Schedule”) is entered into
between Toshiba Corporation, a Japanese corporation with principal offices at 1-1, Shibaura
1-Chome, Minato-Ku, Tokyo 105-8001, Japan (“Licensee”) and Sonics, Inc., a Delaware corporation
with principal offices at 2440 West El Camino Real, Suite 600, Mountain View, California 94040
(“Sonics”) as of July 30, 2004 (“Effective Date”), under which Sonics will license to Licensee,
Sonics Intellectual Property Rights associated with the Sonics Licensed Core and the Deliverables
listed below subject to the terms and conditions of this Technology Schedule and the Technology
License Agreement (“Agreement”) executed on March 26, 2003, and amended and restated on October 29,
2003.



     WHEREAS, Sonics wishes to make available to Licensee its currently in development Sonics MXTM
IP Core (“SMX”) for analysis prior to its General Release;



     WHEREAS, [***].



     WHEREAS, upon General Release of SMX, Licensee shall obtain the rights to manufacture and sell
Device(s) incorporating SMX IP Cores as detailed in the Agreement and this Technology Schedule.



     NOW THEREFORE, [***], Licensee shall receive the Deliverables and the licenses herein [***].



     1. Sonics Licensed Core:



          SMX IP Core




     SMX is a fully synthesizable, internally synchronous distributed full or partial crossbar
interconnect with distinct request and response paths and memory mapped targets for low power
applications.





 




	
	* [***]:  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.




ADDENDUM 2
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     2. Deliverables 



	 	 	 	 	 	 	 	 	 	 	 	 	 
	SMX Deliverables	 	Confidential	 	Commercial	 	Delivery Date
	Documentation
	 	 	 	 	 	 	 	 	 	 	 	 
	Relevant product guides and manuals and other 

related technical collaterals
	 	 	Ö	 	 	 	 	 	 	 	 	 
	Tools
	 	 	 	 	 	 	 	 	 	 	 	 
	CoreCreator Tool Suite (including user manuals)
	 	 	Ö	 	 	 	 	 	 	 	 	 
	SOCCreator Tool Suite (including user manuals)
	 	 	Ö	 	 	 	 	 	 	 	 	 
	Keys for the tools valid for one year
	 	 	Ö	 	 	 	 	 	 	 	 	 
	Design Data
	 	 	 	 	 	 	 	 	 	 	[***].	 
	SMX RTL Generator
	 	 	Ö	 	 	 	 	 	 	 	 	 
	Synthesis & Simulations
	 	 	 	 	 	 	 	 	 	 	[***].	 
	Synopsys Design Compiler Scripts Generator
	 	 	Ö	 	 	 	 	 	 	 	[***].	 
	Simulations Scripts Generator
	 	 	Ö	 	 	 	 	 	 	 	 	 
	Timing Analysis
	 	 	 	 	 	 	 	 	 	 	 	 
	Pre-layout Primetime template Generator
	 	 	Ö	 	 	 	 	 	 	 	 	 
	Verification & Test
	 	 	 	 	 	 	 	 	 	 	 	 
	Quick Models Generators
	 	 	Ö	 	 	 	 	 	 	 	 	 
	Simulation & Verification Test Bench RTL
Generators
	 	 	Ö	 	 	 	 	 	 	 	 	 






          3. License Rights and License Fee



     Pre-General Release Early Access Customer License:




          Prior to the delivery of the General Release of the SMX Deliverables to Licensee, Sonics
hereby grants to Licensee a nonexclusive, nontransferable and worldwide license under Sonics
Intellectual Property Rights, to use the pre-General Release SMX Deliverables internally, but
without the rights in Section 2.1(b) of the Agreement to manufacture, have manufactured, sell,
import, and otherwise distribute and dispose of Devices prior to the General Release of the SMX
Deliverables.



     Post General Release License:




          Following the Delivery of the General Release of the SMX Deliverables to Licensee, Licensee
may immediately thereafter use the SMX Deliverables to the full extent of its license rights in
Section 2.1of the Agreement.


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License Fees:




     Licensee agrees to pay Sonics non-refundable license fees, as stated in the table below, in
consideration of the license rights granted to Licensee and Subsidiaries in this Technology
Schedule and in Section 2 of the Agreement. Licensee shall deliver to Sonics in writing a
Commencement Notice within thirty (30) days of the start of development of each Device identifying
the development project name to which the Deliverables are applied. If SMX did not perform
technically as described and documented for any specific design, such design shall not count as a
Device in the below table.



	 	 	 
	Number of Devices	 	 
	Incorporating SMX	 	License Fee per Device
	[***]

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






     The pricing of the initial Device (Device 1) in the above table is based upon Licensee paying
the license fee associated with SiliconBackplane Devices 6 to 10 (under the terms and conditions of
Section 3 to the Exhibit A Technology Schedule for SiliconBackplane and MemMax) in the amount of
[***].



     If during the Term of this Technology Schedule, Licensee uses and pays for all of the License
Uses for Devices in the above table, Licensee shall have the option to design and develop an
additional [***] Devices under the terms and conditions of, and during the Term of, this Technology
Schedule, at a License Fee of [***] per Device.



Payment schedule:




     The initial payment [***] for Device 1 in the above table is due upon the execution of the
Technology Schedule and all following payments are due upon execution of the Commencement Notice
net 30 days.



     4. Royalties



     Licensee agrees to pay Sonics a royalty for each Device incorporating a SMX IP Core Sold by
Licensee or Subsidiaries in accordance with the Agreement and per this Technology Schedule as set
forth below:



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Royalty
	 	 	 	 	 	 	(% of Net
	Product	 	Total Devices	 	Sales)
	 
	 	 	[***]	 	 	 	[***]	 
	 
	 	 	[***]	 	 	 	[***]	 
	SMX
	 	 	[***]	 	 	 	[***]	 
	 
	 	 	[***]	 	 	 	[***]	 
	 
	 	 	[***]	 	 	 	[***]	 






     Total Device volume refers to the cumulative number of Devices Sold by Licensee or
Subsidiaries under the terms of this Technology Schedule.



     [***].



     5. Maintenance and Support Fee



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     Licensee agrees to pay Sonics a non-refundable maintenance fee of [***] for Device 1 and then
[***]% of the license fee for each subsequent Device commenced. The initial payment [***] is due
upon the execution of the Technology Schedule and all following payments are due upon execution of each
Commencement Notice net 30 days.



     The following services (“Maintenance”) shall be provided:




	 	–	 	Sonics will assign a program manager as Licensee’s point of contact.
The program manager will support Licensee with SMX and the
Deliverables.






	 	–	 	Sonics will provide Licensee with Updates on the date of general release.
	 
	 	–	 	Sonics will provide bug fixes in its general Update release dates.






	 	–	 	If Licensee reports a bug or a problem, then Sonics will correct
such problem and, depending on the severity of the problem, Sonics will
provide Licensee with a fix as soon as commercially possible.





     Sonics will provide a training class at Sonics’ Mountain View training center for up to [***]
Licensee engineers per class at a rate of [***] per class, plus any incurred travel expenses
(discounted economy class travel) if such training class is held outside Sonics locations. Each
training class will consist of the following:




	 	–	 	Training on CoreCreator and Open Core Protocol interfaces.
	 
	 	–	 	Training on SOCCreator and the SMX.




System analysis using SOCCreator.




     The [***] of phone and email support for each Device incorporating SMX shall be included in
the above Maintenance fee for each Device. If additional technical support is necessary, upon
Toshiba’s written request for Sonics technical support and Sonics’ acceptance thereof, Toshiba
shall pay to Sonics [***] for [***] of phone and email support on the Licensed Technology for that
Device.  Additional technical support may be purchased for each Device in blocks of [***] for
[***], up to a total of [***] for the initial Device (Device 1), and up to a total of [***] per
Device for each subsequent Device, after which Toshiba shall receive technical support on such
Device at no additional cost. Engineers at Toshiba not involved in any specific design project
described in any Commencement Notice, but seeking general technical support by Sonics, may also
request technical support at the rate of [***] for [***], but shall not be subject to the per
Device maximum support cost. It is understood by the parties that the technical support described
in this paragraph shall not include any of Engineering Services described in Section 6 below, which
if required will be quoted separately.



     6. Additional Engineering Services



     Sonics will also offer additional engineering support services (“Engineering Services”) to
Licensee as part of a separate, value-added engineering or design services consulting arrangement.
The work required will be fully scoped to Licensee’s requirements and clearly defined in a separate
“Statement of Work.”



     Such Engineering Services work will be delivered on either a fixed fee or a time-and-materials
basis. Time-and-materials based Engineering Services will be charged using Sonics’ standard
Engineering Services rates (currently [***] per engineer-day, plus travel and expenses).



     Engineering Services work may consist of, but are not limited to, the following type of activities:




	•	 	Support in tailoring of the SB, MemMax, S3220, SMX and the Deliverables to Licensee’s
design flow.






	•	 	Support of Licensee during the core “hardening” (implementing the core into the targeted
process) stage of development.






	•	 	Support in Licensee’s core conversion to OCP compliance.






	•	 	Support in the integration and interface of the SB, MemMax, S3220 or SMX within Licensee’s
IC product design.





ADDENDUM 2
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	•	 	Guidance in SB, MemMax, S3220 and SMX related issues during the system-level verification
phase of the IC product development.






	•	 	Memory Subsystem design






	•	 	Custom OCP mergers splitters and cross bars





     7. Sublicense Fees and Royalties



     In the event Licensee or its Subsidiaries elects to grant to Sublicensees some or all of the
sublicense rights pursuant to Section 2.1(c) of the Agreement, Licensee agrees to make the
following payments under the following circumstances:



     Design Rights Fee: Subject to the restrictions on sublicensing contained in the
Agreement, Licensee or its Subsidiaries may sublicense free-of-charge to Sublicensees the right for
Sublicensees to internally use the Deliverables of SMX for the design and development of Devices
embedded with SMX for which Sonics has previously received a Commencement Notice pursuant to
Section 3 of this Exhibit A.  



     Third-Party Manufacturing Rights Fee: Subject to the restrictions on sublicensing
contained in the Agreement, for each sublicense granted by Licensee or its Subsidiaries to
Sublicensees of the right to manufacture or have manufactured a Device embedded with SMX at a
third-party semiconductor foundry (not at a Licensee semiconductor foundry) for sale or
distribution by Sublicensees, Licensee shall pay to Sonics [***] for each Device containing one or
more SMX cores.



     Royalties for Sales by Sublicensees: Subject to the restrictions on sublicensing
contained in the Agreement, in the event that Devices embedded with SMX are manufactured by a
third-party semiconductor foundry and Sold by a Sublicensee (rather than by Licensee or its
Subsidiaries), Licensee shall pay Sonics a royalty for each Device Sold by such Sublicensee (or its
wholly-owned subsidiaries) at the rate of [***] of the Net Sales of each Device. For the sake of
clarification, all Devices shall be royalty bearing in one, and only one, of two ways: (i) each
Device Sold by Licensee or its Subsidiaries shall be royalty bearing under Section 4 of this
Technology Schedule and (ii) each Device Sold by Sublicensees that is manufactured at a Non-Toshiba
Fabrication Facility shall be royalty bearing under this Section.



     Support and Training Fees: In the event Sonics is requested to provide support or
training directly to Sublicensees, Licensee shall pay to Sonics (i) [***] for each [***]of support
provided to each Sublicensee, and (ii) [***] for each training class (plus travel) provided to any
Sublicensee.



     8. Term



     The term of this Technology Schedule shall begin on the Effective Date of this Technology
Schedule and, unless earlier terminated as provided in the Agreement, shall continue for a period
of [***] thereafter (the “Term”); provided that, the licenses granted under Section 2 of the
Agreement shall remain in effect until the end of life of each Device for which a design activity
was commenced during the Term (as evidenced by the prior submission of a Commencement Notice).
Further, as provided in Section 8.14 of the Agreement, certain rights survive any such termination
or expiration. In the event Licensee’s use of the Deliverables or SMX shall be enjoined for the
reasons set forth in Section 8.2(b) of the Agreement, the Term shall be tolled during the period of
enjoinment plus the amount of time necessary for end-users of the Device to verify any
modifications to or replacements of the Deliverables.



     Further, it is the understanding of the parties that any provisions under the Agreement
necessary for the parties to enjoy the rights of this Technology Schedule for SMX shall survive
termination or expiration of the Agreement until the expiration or termination of this Technology
Schedule, provided, however, that such survival shall not operate to extend the term of any other
technology schedule for Sonics IP Cores or any license rights thereunder.



ADDENDUM 2
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     9. Program Managers



	 	 	 	 	 
	 	 	Business Manager:	 	Technical Manager:
	For Licensee:	 	 [To be specified in an individual Commencement Notice]
	 
	 	 	 	 
	For Sonics:

	 	Hayssam Balach
	 	John Ivie
	 

	 	Managing Director – ASIA Pacific
	 	 Director, Applications Engineering
	 

	 	2440 W. El Camino Real
	 	2440 W. El Camino Real
	 

	 	Suite 600
	 	Suite 600
	 

	 	Mountain View, CA 94040
	 	Mountain View, CA 94040
	 

	 	(650)605-6145
	 	(650)938-2500 ext. 159
	 

	 	Fax: (650)938-2577
	 	Fax: (650)938-2577
	 

	 	E-mail: hbalach@sonicsinc.com
	 	E-mail: ivie@sonicsinc.com






     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed by duly
authorized officers or representatives as of the date first above written.



	 	 	 	 	 	 	 	 	 
	SONICS, INC.	 	 	 	TOSHIBA CORPORATION
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Grant A. Pierce
	 	 	 	By:
	 	/s/ T. Moriyasu Aug. 19, 2004
	 

	 	 
	 	 	 	 	 	 
	Name:

	 	Grant A. Pierce
	 	 	 	Name:
	 	T. Moriyasu
	Title:

	 	CEO
	 	 	 	Title:
	 	Executive Vice President






ADDENDUM 2
TO EXHIBIT A

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