exv10w20a



 





Exhibit 10.20A




SONICS, INC.

RESTATED AND AMENDED

TECHNOLOGY LICENSE AGREEMENT

FOR TOSHIBA*




     This Restated and Amended Technology License Agreement (the “Agreement”) is entered into this
26th day of March, 2003 (the “Effective Date”) its date of actual execution notwithstanding by and
between Sonics, Inc., a Delaware corporation with principal offices at 2440 West El Camino Real,
Suite 600, Mountain View, California 94040 (“Sonics”), and Toshiba Corporation, a Japanese
corporation with principal offices at 1-1, Shibaura 1-Chome, Minato-Ku, Tokyo 105-8001, Japan
(“Licensee”).



     WHEREAS, Sonics develops and licenses intellectual properties (“IP”) in the field of on chip
or system on chip (“SOC”) communication networks that connect IP cores used by Licensee to
optimize, improve, configure and automate on-chip communications;



     WHEREAS, Licensee wishes to license certain Sonics products as listed in the Technology
Schedule attached to this Agreement, which Technology Schedule shall be governed by the terms and
conditions of this Agreement;



     WHEREAS Sonics and Licensee have previously entered into a licensing agreement for Sonics
technology with an effective date of March 29, 2002 for use in the development and design of
Licensee’s Valiant Device (“Valiant Agreement”), and Sonics and Licensee desire that the Valiant
Device continue to be governed by the provisions of the Valiant Agreement;



     WHEREAS, Sonics and Licensee’s Subsidiary, Toshiba America Electronics Components, Inc.
(“TAEC”), have previously entered into a licensing agreement for Sonics technology with an
effective date of March 30, 2002 (“TAEC Agreement”), and Sonics and Licensee desire to, and upon
the Effective Date of this Agreement hereby do, terminate the TAEC Agreement (subject to the
agreement of TAEC), provided, however, that (i) any provisions of the TAEC Agreement that survive
under the terms of the TAEC Agreement shall not be affected by the termination herein, and (ii)
TAEC may continue to design and develop the Hidden Dragon Device under the terms and conditions of
this Agreement; and



     WHEREAS the parties entered into a Technology License Agreement with an effective date of
March 26, 2003 (the “Original TLA”), which the parties wish to modify to reflect changes acceptable
to both;



     NOW, THEREFORE, THE PARTIES HERETO AGREE TO AMEND AND RESTATE THE ORIGINAL TLA AS FOLLOWS:



1. Definitions. 




     1.1 “ASP” means the average selling price of the Device as determined by the aggregate
Net Sales realized by Licensee during a given calendar quarter divided by the net quantity
(shipments less returns) of the Device Sold during the same calendar quarter. When a non-Toshiba
fabrication facility (except for the fabrication facilities Licensee controls by stock ownership or
contract. such fabrication facility, “Non-Toshiba Fabrication Facility”) is used to produce
Devices, the term “Licensee” in this Section 1.1 shall be substituted with “Sublicensee,” as
necessary, in order to calculate royalty amounts due under 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.





					
	 	 	 	 	 
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     1.2 “Commencement Notice” means the formal, written notice from Licensee to Sonics
informing Sonics of the beginning of a new design project by Licensee, a Subsidiary, or a
Sublicensee using the Deliverables in substantially the form attached hereto as Exhibit C.



     1.3 “Confidential Information” means all technical, financial, commercial, legal or
other information disclosed in writing under this Agreement which is clearly marked at the time of
disclosure as being “Confidential” or “Proprietary,” in whatever form or media, that is not
generally known to the public, and includes, without limitation, the Deliverables, databases and
netlists generated with the Deliverables and the commercial intentions of the parties. Any
information disclosed orally shall be considered to be Confidential Information only if the
information is identified as Confidential Information at the time of disclosure and is then reduced
to writing, marked “Confidential” or “Proprietary” and transmitted to the receiving party within
thirty (30) days after such disclosure.



     1.4 “Deliverables” means those deliverables relating to the Licensed Technology
identified in the Technology Schedule including, without limitation, all Licensed Tools,
Documentation, Updates, copies, enhancements, and upgrades thereto, and all modifications of the
above that may be issued by Sonics from time to time as part of its Maintenance, regardless of the
form or media in or on which they may exist.



     1.5 “Device” means any semiconductor device (other than “Valiant”, the license for
which has been properly granted under the Valiant Agreement) developed by or for Licensee which
incorporates the Sonics Licensed Core, as described in the Technology Schedule. [***].



     1.6 “Documentation” means the descriptions, diagrams, specifications, technical notes,
manuals and designs including, without limitation, copies, Updates and modifications, regardless of
the form or media in or on which they may exist, related to the Licensed Technology.



     1.7 “Effective Date” shall be the date this Agreement is entered into by Licensee and
Sonics as indicated at the beginning of the Agreement.



     1.8 “Licensed Technology” shall mean, collectively, the Licensed Tools, the
Documentation, the Sonics Licensed Core, and other technical information to be provided under this
Agreement, including but not limited to, technical information related to Design Data, Synthesis &
Simulations, Timing Analysis and Verification & Test.



     1.9 “Licensed Tools” shall mean the tools used to generate the Sonics Licensed Core as
described in Section 2 entitled “Deliverables,” of the Technology Schedule.



     1.10 “Maintenance” shall have the meaning set forth in the Technology Schedule.



     1.11 “Net Sales” means the gross sales amount invoiced to customers of Licensee for
Devices, less amounts invoiced for returned goods for which a refund is given, and less charges for
insurance, handling, duty, freight and taxes where such items are included in the invoiced price.
Except for “Nonmarket Dispositions” subject to Section 5.3 of this Agreement, in the case of
Devices transferred within Licensee for resale, only the final sale by Licensee shall be included
in the Net Sales amount. Net Sales shall include the full fair market value of all Devices Sold
and shall not be reduced by any offsets or tradeoffs by Licensee against any amounts invoiced to
customers of Licensee for Devices. When a Non-Toshiba Fabrication Facility is used to produce
Devices, the term “Licensee” in this Section 1.11 shall be substituted with “Sublicensee,” as
necessary, in order to calculate royalty amounts due under this Agreement.



     1.12 “Sale” or “Sold” shall mean a transaction where Licensee (or any
Sublicensee of Licensee pursuant to Section 2.1(c) below) ships, sells, leases, transfers, or
otherwise disposes of Devices for fair value.



     1.13 “Sonics Intellectual Property Rights” means all patents, patent applications,
copyrights, and other intellectual property rights in all countries of the world, which are owned
by Sonics or licensed to Sonics with the right to grant sublicenses of the scope granted herein
without payment of royalties.



					
	 	 	 	 	 
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     1.14 “Sonics Licensed Core” shall mean the SiliconBackplaneTM MicroNetwork and/or
MemMaxTM Memory Scheduler, as described in the Technology Schedule, to be integrated into Licensee’s
Device, which is generated by using the Deliverables listed and described in the Technology
Schedule and licensed by Sonics to Licensee pursuant to the terms and conditions of this Agreement.



     1.15 “Sublicensee” shall mean a third-party customer (except for Subsidiaries, which
are properly and separately sublicensed under Section 2.1) of Licensee with whom Licensee has
agreed to cooperate in the design or manufacture of Devices for sale or distribution by Sublicensee
and with whom Licensee has entered into a Sublicense Agreement.



     1.16 “Sublicense Agreement” shall mean an agreement between Licensee and a third-party
(Sublicensee) granting such third-party some or all of the sublicense rights contained in Section
2.1(c) and further containing the minimum Sublicense Agreement provisions of Exhibit D hereto.



     1.17 “Subsidiary” means a corporation, company or other entity more than fifty percent
(50%) of whose outstanding shares or securities (representing the right to vote for the election of
directors or other managing authority) are, now or hereafter owned or controlled, directly or
indirectly, by Licensee.



     1.18 “Technology Schedule” shall mean the schedule attached hereto as Exhibit A. The
Technology Schedule shall be governed by and subject to all terms and conditions set forth in this
Agreement. The parties may execute subsequent Technology Schedules with later effective dates,
which shall form part of and be governed by and subject to all terms and conditions set forth in
this Agreement.



     1.19 “Term” means the duration of any license granted pursuant to this Agreement as
set forth in the Technology Schedule, unless sooner terminated in accordance with Section 7



     1.20 “Trademarks” shall mean all representations of Sonics’ name, product names,
markings and logos.



     1.21 “Updates” means any changes, corrections or additions to the Deliverables that
are made generally available by Sonics to its licensees during any period in which Licensee is
obtaining Maintenance from Sonics pursuant to Section 4.4 of this Agreement, and that are not
offered by Sonics, in its sole discretion, as separately priced new products or options to existing
products. For the sake of clarity, any updates, changes, upgrades, or modifications developed by
Sonics during the Term of this Agreement to the Licensed Technology shall be construed as an
Update, provided, however, that new products developed by Sonics with different architectures shall
not be construed as Updates.



2. License Grant.




     2.1 License. Subject to the terms and conditions of this Agreement, Sonics hereby
grants to Licensee a nonexclusive, nontransferable and worldwide license under Sonics Intellectual
Property Rights, to: (a) internally use the Deliverables for the design and development of Devices
and for the Term indicated in the Technology Schedule; (b) manufacture, have manufactured, sell,
import, and otherwise distribute and dispose of (subject to the payment of royalties under Section
5.2 below) the Devices developed under the license granted in Sections 2.1(a) and 2.8; and
(c) subject to the provisions of Section 2.10, sublicense to Sublicensees (i) the rights and
licenses in the same scope as granted in Sections 2.1 (a) and 2.8 and (ii) the rights to
manufacture, and have manufactured Devices and (iii) the rights to sell, import, and otherwise
distribute the Devices developed and manufactured under the licenses granted in Section 2.1(c)(i)
and (ii), and further subject to the payment of license fees and royalties under Section 5 below
and under Section 7 of the Technology Schedule. In addition, notwithstanding any provision to the
contrary elsewhere in this Agreement, Licensee shall have the right to sublicense to Subsidiaries
the rights and licenses in the same scope as granted to Licensee under this Agreement; provided
however, that such Subsidiaries shall agree to be bound by substantially the same terms as are
applicable to Licensee in this Agreement.



     2.2 Restrictions on Use.



					
	 	 	 	 	 
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          (a) The Deliverables may not be used for the development of aviation, medical, military,
nuclear, or any ultra hazardous applications. Licensee may use the Deliverables countries outside
of the United States or Japan (“Third Countries”). In addition to the compliance obligations of
both parties in connection with Section 8.11, Licensee shall use due-diligence to ensure compliance
with, and be responsible for obtaining at its own costs, any necessary governmental licenses,
registrations or permits for the use or transmittal of the Deliverables to Third Countries and
shall indemnify Sonics for any damages to Sonics arising out of the failure to obtain any such
necessary governmental licenses, registrations or permits.




          (b) Licensee may use, import, export, offer for sale, and sell or otherwise distribute the
Device only as provided in the Technology Schedule.




          (c) Licensee may use and copy the Deliverables internally solely for the purposes of
exercising its rights and performing its obligations under this Agreement, subject to the terms and
conditions of this Agreement.




          (d) Licensee may not reverse engineer any Deliverables not delivered in source format (the
“binary materials”) nor may Licensee decompile, disassemble, or otherwise reduce the binary
materials or any component thereof to human-readable or non-binary form.




          (e) The Deliverables may be placed on file server(s) only if access to such server(s) is
restricted to a known set of computer systems. For clarity, for the purpose of this subsection
(e), the “Deliverables” shall not include any RTL, test bench or similar technology, which is
automatically generated utilizing Sonics’ Tools, including, but not limited to, those as described
in Exhibit A 2. Deliverables.




          (f) The Deliverables shall be protected using, at a minimum, native operating system
permissions capabilities to restrict all access (including read access) to a known and specific
group of users, each of whom has a need to use the Deliverables, or using an equivalent system
which provides for similar protection of the Deliverables.




          (g) The Deliverables may be backed up only to a medium which is also protected as required for
other Deliverables.




          (h) Licensee shall prevent remote access to the Deliverables from other locations by any party
other than Licensee’s employees that need to have access. Should files move to another system,
whether or not remote, the same access limitations shall apply. For clarity, for the purpose of
this subsection (h), the “Deliverables” shall not include any RTL, test bench or similar technology
which is automatically generated utilizing Sonics’ Tools, including, but not limited to, those as
described in Exhibit A 2. Deliverables.




          (i) Licensee agrees to restrict access to the Deliverables solely to those of its employees
who have a need to use the information in performing Licensee’s duties and exercising Licensee’s
rights under this Agreement. As used in this Agreement, “access” means having the capability to
view, copy, display, print, transfer, or otherwise manipulate or have exposure to any tangible or
electronic form of the Deliverables. Licensee agrees to use its commercially reasonable efforts to
maintain a list of all individuals who at any time actually have access to or have had access to
the Deliverables or any portion thereof. Licensee agrees to comply with the requests of Sonics,
from time to time, to provide Sonics with such list.




     2.3 Proprietary Markings. To the extent practicable, Licensee shall take reasonable
actions to apply appropriate patent, copyright, trademark and other proprietary notices to protect
the Documentation and Sonics’ Confidential Information, as necessary and appropriate.



     2.4 Trademarks. Licensee shall not use any Sonics Trademarks without the prior
written approval of or except under a separate agreement with Sonics.



     2.5 Copying. No copies of the Deliverables, other than as permitted under Section
2.2(c) hereof, shall be made without Sonics’ prior written consent.



					
	 	 	 	 	 
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     2.6 Limitations. No license or other right is granted, by implication, estoppel or
otherwise, to Licensee under any patents, Confidential Information or other intellectual property
or proprietary rights now or hereafter owned or controlled by Sonics except for the licenses and
rights expressly granted in this Agreement. Licensee further acknowledges that, other than as
specifically provided herein, the scope of the license granted hereunder does not permit Licensee
to (a) disclose the source code of any aspect of the Deliverables, in whole or in part, to any
third party; (b) distribute the Deliverables to third parties; (c) sublicense or manufacture as a
standalone product the Deliverables (or any portion thereof); (d) modify the Deliverables (or any
portion thereof) except as expressly set forth in this Section 2; (e) translate, create derivative
works of or otherwise reproduce the Deliverables (or any portion thereof), except as expressly set
forth in this Section 2; (f) decompile, disassemble, reverse engineer or attempt to reconstruct,
identify or discover any source code, underlying ideas, underlying user interface techniques or
algorithms of the Deliverables (or any portion thereof) by any means whatsoever, or disclose any of
the foregoing; (g) provide, lease, lend, or use for timesharing or service bureau purposes the
Deliverables (or any portion thereof); (h) use or allow others to use the Deliverables for the
benefit of third parties except as provided in this Agreement; or (i) use the Deliverables to
develop functional equivalents of the Deliverables (or any portion thereof); provided, however,
Licensee retains the right to use other on-chip interconnection technology and to develop
proprietary technology for interconnecting cores, both of which are wholly independent of and
separate from the Deliverables.



     2.7 Confidentiality of Agreement. Except as expressly provided herein, each party
agrees that the terms and conditions of this Agreement and the Technology Schedule shall be treated
as confidential and that neither party will disclose the terms or conditions of this Agreement or
the Technology Schedule to any third party (excluding Subsidiaries and Sublicensees as provided
under Section 2.1 above, and independent contractors (as provided for in Section 2.8 below) without
the prior written consent of the other party, provided, however, that each party may disclose the
terms and conditions of this Agreement, to the extent necessary: (a) as required by any court or
other governmental body; (b) as otherwise required by law; (c) in confidence to legal counsel of
the parties, accountants, and other professional advisors; (d) in confidence, to banks, investors
and other financing sources and their advisors; (e) in connection with the enforcement of this
Agreement or rights under this Agreement; or (f) in confidence, in connection with an actual or
prospective merger or acquisition or similar transaction. With respect to disclosure required by a
court, governmental order or otherwise required by law, the party required to disclose shall
provide prior notification of such impending disclosure to the other party and use all reasonable
efforts to preserve the confidentiality of the terms of this Agreement and the Technology Schedule
in complying with such required disclosure, including obtaining a protective order to the extent
reasonably possible. With regard to disclosure to “other professional advisors” as provided in (c)
above or to the parties described in (d) above (collectively referred to herein as “Advisors”), the
disclosing party may disclose the terms and conditions of this Agreement and the Technology
Schedule to such Advisors provided such Advisors enter into written agreements under which they
agree to be bound by confidentiality obligations substantially similar to the provisions of this
Agreement.



     2.8 Independent Contractors. Sonics recognizes that Licensee may use one or more
independent contractors to design and develop the Device, and that Licensee shall have the right to
delegate responsibilities to such independent contractors provided, however, that prior to any
disclosure to such independent contractors of any of Sonics’ Confidential Information, such
independent contractors shall enter into written agreements under which they acknowledge and agree
(i) that the Deliverables and other Confidential Information of Sonics may be used only for the
design and development of the Device; (ii) that all work performed by such independent contractors
shall be wholly owned by Licensee; (iii) to be bound by provisions substantially similar to the
provisions of this Agreement; and (iv) that Sonics makes no warranties of any kind and assumes no
liability with respect to any third parties under this Agreement. Licensee shall, upon request,
inform Sonics of the identify of such independent contractors. When such independent contractors
are anything other than self-employed individuals, Licensee will submit an approval form in
substantially the form attached hereto as Exhibit B (the “Approval Form”), and will await Sonics’
approval before disclosing any Sonics Confidential Information to them. Sonics, for its part,
agrees that approvals shall not be unreasonably withheld or delayed.



     2.9 Liability for Third Party Actions. Notwithstanding any provision set
forth in this Agreement to the contrary, Licensee shall be liable for all actions undertaken by any
Sublicensees and Subsidiaries licensed pursuant to Section 2.1, by any independent contractors
pursuant to Section 2.8, or the misuse of Confidential information provided to third-parties under
Section 8.3.



					
	 	 	 	 	 
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     2.10 Additional Sublicense Restrictions. In addition to any other applicable
restrictions contained herein, Licensee may only exercise the rights to grant sublicenses to the
Licensed Technology in Section 2.1(c) to Sublicensees under the following conditions:



          (a) Licensee shall notify Sonics in advance of its desire to sublicense to a Sublicensee, and
Sonics shall (within a reasonable time) approve or disapprove, at Sonics sole discretion, such
sublicense, provided, however, that Sonics shall endeavor to approve all sublicenses to entities
that do not compete with Sonics’ technology or products or do not represent a risk to unauthorized
dissemination of the Licensed Technology or Confidential Information.




          (b) Any Sublicensee sublicensed shall enter into a Sublicense Agreement with Licensee
incorporating at a minimum the provisions in Exhibit D hereto and Sonics shall have access upon
written request to Licensee to all completed Sublicense Agreements, which shall be the Confidential
Information of Licensee, provided, however, that Licensee may redact from such Sublicense
Agreements any monetary terms or royalties paid by such Sublicensee.




          (c) Sonics shall issue and deliver any Deliverables to Sublicensees directly and Licensee
shall not be permitted to transfer Deliverables directly to Sublicensees.




3. Proprietary Ownership Rights.




     Except for the rights and licenses expressly granted to Licensee in this Agreement, and except
for any third party software which may be included as a part of the Deliverables and which Sonics
has the rights to license, Sonics retains all right, title, ownership and interest in and to the
Trademarks, Deliverables, the design techniques and Documentation associated therewith, including,
without limitation, all intellectual property rights embodied therein, and all subsequent copies,
modifications, revisions, upgrades and Updates of any of the foregoing, regardless of the form or
media in or on which the original and other copies may exist. This license shall not constitute a
sale of the Deliverables, the design techniques and Documentation associated therewith, or any
copies thereof.



4. Acceptance; Support.




     4.1 Delivery. Sonics shall deliver to Licensee the Deliverables subject to this
Agreement pursuant to the terms of delivery set forth in the Technology Schedule attached hereto.



     4.2 Acceptance. If Licensee does not provide written rejection of the Deliverables
within thirty (30) days after receipt of the Deliverables by Licensee, the Deliverables shall be
deemed accepted by Licensee. Licensee shall be entitled to finally refuse to accept the
Deliverables in the event that the Deliverables fail to perform in accordance with the accompanying
specifications or Documentation in any material respect and in the further event that such failure
cannot be reasonably remedied by Sonics within thirty (30) days following receipt of written notice
from Licensee.



     4.3 Return of Deliverables. The Deliverables shall be returned to Sonics within
thirty (30) days of the expiration or termination of this Agreement and Licensee shall thereafter
immediately destroy all copies of all Deliverables whether in electronic or any other form.



     4.4 Support. Sonics will provide Maintenance and support and Engineering Services
(as defined in the Technology Schedule) to Licensee as set forth in the Technology Schedule.
Sonics has no obligation to provide Licensee with Maintenance and support services or Engineering
Services other than as set forth in the Technology Schedule.



					
	 	 	 	 	 
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5. Fees and Royalties.




     5.1 License Fees. Licensee will pay Sonics a nonrefundable license fee as indicated
on the Technology Schedule for the licenses granted to Licensee, Subsidiaries or Sublicensees in
Section 2 of this Agreement according to the terms set forth in this Agreement and the Technology
Schedule.



     5.2 Royalties. Licensee shall pay to Sonics a royalty as indicated on the attached
Technology Schedule based on Net Sales of all Devices Sold by Licensee, Subsidiaries or
Sublicensees.



     5.3 Nonmarket Dispositions. In the event that a Device is Sold or disposed of in
circumstances in which the selling price is established on other than an arms length basis, “Net
Sales” shall be deemed to be the volume of the Device multiplied by the ASP (adjusted for refunded
returns and other adjustments as set forth in Section 1.10) earned by Licensee, Subsidiaries or
Sublicensees during such quarter on Sales of the Device to unaffiliated customers in arms length
Sales.



     5.4 Maintenance Fees. Licensee will pay Sonics a nonrefundable maintenance fee as
indicated on the Technology Schedule for the Maintenance and support provided to Licensee in
Section 4.4 of this Agreement according to the terms set forth in this Agreement and the Technology
Schedule. Sonics shall not have to provide Maintenance for any Devices for which it has not
received a Commencement Notice.



     5.5  Special Provision. [***].



6. Payment and Accounting.




     6.1 Records and Audits. With respect to the royalties set forth herein, Licensee
shall keep complete and accurate records. These records shall be retained for a period of three
(3) years from the date of payment (but no later than two (2) years after any termination of this
Agreement). Sonics shall have the right to examine and audit, at Sonics’ cost, through an
independent certified public accountant not more than once a year, during normal business hours and
with twenty (20) business days prior written notice, all such records. Prompt adjustment shall be
made to compensate for any errors and/or omissions disclosed by such examination or audit that
results in an underpayment or overpayment of royalties hereunder. Upon notice by Sonics of such
shortfall, Licensee shall pay Sonics the amount of such shortfall in full within thirty (30)
business days. If any such audit or inspection uncovers a shortfall in payments to Sonics of more
than five percent (5%) for the period being audited, Licensee agrees to pay Sonics interest at one
and one-half percent (1-1/2%) per month from the original due date, or the maximum rate permitted
by law for such late fee, whichever is less, and, in addition, Licensee agrees to reimburse Sonics
for that full auditing expense upon written request by Sonics.



     6.2 Reports and Payment Terms. Within forty-five (45) days after the end of each
fiscal quarter of Licensee, Licensee shall furnish to Sonics a statement showing the amount of Net
Sales, ASP (only in the case of Section 5.3) and royalties payable on Devices Sold. If no products
subject to royalty have been Sold or put into use, that fact shall be shown on such statement,
provided that, in no event shall Licensee be obligated to furnish such statement until the first
Sale of the Device occurs. Also, within such forty-five (45) day period, Licensee shall pay to
Sonics the royalties payable hereunder for such fiscal quarter. All royalty and other payments to
Sonics hereunder shall be in United States dollars. All royalties based on sales in currencies
other than United States dollars shall be converted to United States dollars according to the
official currency exchange rate quoted by Bank of Tokyo Mitsubishi on the date such payment is
made. The payment shall be transmitted by telegraphic wire transfer to the following bank account
or to such other bank account as Sonics may notify Licensee in writing:


Silicon Valley Bank

3003 Tasman Drive

Santa Clara, California 95054

ABA #121140399

For credit to: Sonics, Inc., Account #3300049070




					
	 	 	 	 	 
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     6.3 Taxes. The amount of any present or future sales, revenue, excise, levies or
other tax (excluding all taxes relating to Sonics’ income), withholding or duty applicable to the
products and/or services covered by this Agreement or the possession or use thereof imposed by any
country in any form whatsoever and of whatever nature, shall be added to the prices and fees hereof
and shall be paid by Licensee, or in lieu thereof Licensee shall provide Sonics with a tax
exemption certificate acceptable to the appropriate taxing authorities. Any income tax which
Licensee is required by law to pay or withhold on behalf of Sonics with respect to any fees payable
to Sonics under this Agreement may be deducted from the amount of such fees due, provided, however,
that in regard to any such deduction, Licensee shall furnish to Sonics the certificate evidencing
the deduction as soon as practicable after the actual tax payment.



     6.4 Invoices. Sonics shall submit invoices to Licensee for all sums, except for
royalties, due under this Agreement and Licensee shall pay such invoices within forty-five (45)
days of their receipt by Licensee.



7. Term and Termination.




     7.1 Term. The Term of this Agreement shall be as set forth in the Technology
Schedule, unless sooner terminated in accordance with this Section 7. Any and all renewals of any
Term with regard to the Technology Schedule shall be subject in their entirety to the terms and
conditions of this Agreement.



     7.2 Breach. If either party breaches a material provision of this Agreement and does
not (a) cure such breach within fifteen (15) days after written notice from the non-breaching
party, and (b) provide the non-breaching party with written notice of such cure, the non-breaching
party shall have the right at its option to terminate this Agreement immediately and all licenses
granted hereunder shall be deemed immediately terminated.



     7.3 Insolvency. Should either party (a) become insolvent, (b) make an assignment for
the benefit of creditors, (c) file or have filed against it a petition in bankruptcy or seeking
reorganization which is not dismissed within sixty (60) days, (d) have a receiver appointed or (e)
institute any proceedings for liquidation or winding up, then the other party may, at its option
and in addition to other rights and remedies it may have, terminate this Agreement immediately by
written notice and all licenses granted hereunder shall be deemed immediately terminated upon
receipt of such notice.



     7.4 Consequences of Termination. Upon termination of this Agreement, the licenses and
rights granted hereunder and the obligations imposed hereunder shall cease except as otherwise
expressly set forth herein. Upon termination, Licensee shall immediately return to Sonics the
Deliverables, including all copies thereof. Sonics will not be liable to Licensee for damages of
any sort solely as a result of terminating this Agreement in accordance with its terms, and
termination of this Agreement will be without prejudice to any other right or remedy of either
party.



8. General Provisions.




     8.1 Limited Warranty. Sonics warrants that, for a period of ninety (90) days from
shipment of the Deliverables, such Deliverables will be free from defects under normal use and that
the unmodified Deliverables will meet Sonics’ published specifications. Sonics’ obligations under
this warranty, at Sonics’ option, are limited to promptly providing the Licensee with a copy of
corrected Deliverables (or portion thereof) or refunding the license fee and any maintenance fees
paid hereunder related to such defective Deliverables. EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN,
THE DELIVERABLES AND CONFIDENTIAL INFORMATION PROVIDED BY SONICS TO LICENSEE ARE PROVIDED “AS IS”
WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY
IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT OF
THIRD PARTY RIGHTS.



     8.2 Indemnity for Infringement.



          (a) [***].




          (b) [***].




					
	 	 	 	 	 
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          (c) [***].




          (d) [***].




     8.3 Confidentiality.



          (a) Nondisclosure. Licensee and Sonics shall each maintain in confidence all
Confidential Information communicated, discussed, delivered or made available to it by the other
party, and except as required to fulfill the purposes of this Agreement, shall not use or disclose
such Confidential Information to any third party, firm or corporation, including any agent,
affiliate, subsidiary, consultant, customer, potential customer, independent contractor or
subcontractor of the parties, without the prior written consent of the disclosing party, provided
that, Licensee may disclose Confidential Information to Subsidiaries and Sublicensees sublicensed
pursuant to Section 2.1 above and independent contractors pursuant to Section 2.8, provided, such
Subsidiaries, Sublicensees and independent contractors agree to be bound by the confidentiality
obligations set forth under this Agreement. Notwithstanding the foregoing, the receiving party may
disclose the Confidential Information to its employees with a need to know such information,
provided each employee shall be obligated in writing to keep such information confidential.
Licensee may at anytime disclose written portions of Confidential Information to customers on a
need-to-know basis to the extent deemed necessary by Licensee to market, sell and/or manufacture
Devices for such customers provided such customer agrees to be bound by terms at least as
restrictive as those set forth in the Agreement. Nothing in the foregoing sentence shall permit
Licensee to transfer software contained in the Licensed Technology, the Licensed Tools, or the
Sonics Licensed Core to third-parties, except as expressly permitted in Article 2. The obligations
in this paragraph shall not apply if and to the extent the receiving party establishes that the
Confidential Information:




               (i) was already known to the receiving party prior to its first receipt of the same from the
disclosing party;



               (ii) was in the public domain on the Effective Date or is subsequently placed in the public
domain by the disclosing party;



               (iii) was received by the receiving party in good faith from a third party lawfully in
possession thereof and without an obligation of confidentiality to the disclosing party and without
breach of this Agreement;



               (iv) was developed independently by the receiving party’s employees or subcontractors who have
not had access to any of the disclosing party’s Confidential Information;



               (v) was required by law to be disclosed, provided that notice of such legally required
disclosure is delivered to the disclosing party prior to disclosure so that the disclosing party
may contest such disclosure; or



               (vi) was approved for release in advance and in writing by the disclosing party.



          (b) Copy. The receiving party shall not directly or indirectly cause or permit any
Confidential Information to be copied or reproduced unless such copy or reproduction is necessary
to fulfill the purposes of this Agreement. Any such copy shall be marked confidential and, when
appropriate, marked as proprietary to the disclosing party.




          (c) No Right. Nothing in this Agreement shall confer upon the receiving party any
right, title, interest or license in or to any Confidential Information received from the
disclosing party, except and to the extent otherwise expressly stated in this Agreement.




          (d) Term. The obligations imposed by this Section 8.3 shall expire, with respect to
any Confidential Information, ten (10) years after the receipt of such Confidential Information by
the receiving party. Upon expiration or termination of this Agreement, the receiving party shall
return to the disclosing party all




					
	 	 	 	 	 
	SONICS/TOSHIBA CONFIDENTIAL
	 	 
	 	EXECUTION COPY






9









 




Confidential Information received from the disclosing party, together with any copies thereof
in written or other tangible form, in the possession or control of the receiving party, its agents,
affiliates or subcontractors, or shall certify in writing that all Confidential Information and any
copies in written or other tangible form have been destroyed.




          (e) Compliance. The receiving party shall take all reasonable steps to ensure
compliance of its directors, officers, employees, and subcontractors with the confidentiality
provisions of this Agreement. Without limiting the foregoing, the receiving party agrees to take
any step that the disclosing party reasonably requests to ensure compliance with this Section 8.3.




          (f) Relief. The receiving party acknowledges that any disclosure, or use of the
Confidential Information or any part thereof, except as expressly permitted under this Agreement,
shall diminish substantially the value to the disclosing party of its proprietary rights and
interests and that legal remedies in such circumstances would be wholly inadequate. In such
instance, the receiving party agrees that the disclosing party shall be entitled to seek equitable
relief to protect its interest in and to the Confidential Information or any part thereof,
including, but not limited to, seeking injunctive relief and/or the receiving party’s compliance
with the provisions of this Agreement, as well as monetary and other damages available to it under
any applicable law.




          (g) Access to Deliverables. Licensee agrees that the Deliverables furnished hereunder
shall be treated as proprietary trade secrets of Sonics. Licensee shall use the same care for
protecting Sonics proprietary trade secrets as Licensee uses for protecting its own proprietary
trade secrets, but in no event less than reasonable care. Licensee represents that it maintains a
reasonable system to protect its own confidential business information, including written
agreements with its employees, and that the Deliverables will be protected by such system to the
same extent.




     8.4 Solicitation. Licensee and Sonics each agrees that it shall not, for a period of
two (2) years from the Effective Date, solicit or induce any of the other party’s employees to
leave the other party’s employment. Notwithstanding the foregoing, a party may hire any of the
other party’s employees who voluntarily applies to that party without solicitation or inducement by
that party.



     8.5 Severability. If any provision of the Agreement is held to be ineffective,
unenforceable or illegal for any reason, such decision shall not affect the validity or
enforceability of any or all of the remaining portions thereof.



     8.6 Nonassignment. Neither this Agreement nor any interest therein or part thereof
shall be transferable or assignable by either party, by operation of law or otherwise, without the
other party’s prior written consent.



     8.7 Damage Limitation. INDEPENDENT OF ANY REMEDY LIMITATION HEREOF, AND REGARDLESS OF
WHETHER THE PURPOSE OF SUCH REMEDY IS SERVED, IT IS AGREED THAT IN NO EVENT SHALL EITHER PARTY BE
LIABLE FOR ANY LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF REVENUE, INTERRUPTION OF SERVICE,
INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND UNDER THIS
AGREEMENT, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO
EVENT WILL SONICS’ AGGREGATE LIABILITY UNDER ANY LEGAL THEORY RELATED TO THIS AGREEMENT EXCEED AN
AMOUNT EQUAL TO TWO (2) TIMES THE AGGREGATE AMOUNT OF LICENSE FEES PAID BY LICENSEE TO SONICS
HEREUNDER FOR THE INFRINGING DEVICE DESIGN.



     8.8 Governing Law. This Agreement shall be governed by and enforced in accordance with
California law as applied to contracts entered into in California by California residents to be
performed entirely within the State of California and exclusive of any law or principle that would
apply the law of any other jurisdiction. The parties shall strive to settle any dispute,
controversy or claim arising from or in connection with the interpretation or performance of this
Agreement through amicable consultations. In case no settlement can be reached through such
consultations, the dispute, controversy or claim shall then be settled under the rules of
Conciliation and Arbitration of the International Chamber of Commerce by three arbitrators
appointed in accordance with these rules. The arbitration shall be held in Santa Clara County,
California. The arbitration proceedings and all pleadings, documents, correspondence and the
arbitration award shall be in English. The arbitration award shall be final and binding upon the
parties and shall be enforceable in accordance with its terms.



					
	 	 	 	 	 
	SONICS/TOSHIBA CONFIDENTIAL
	 	 
	 	EXECUTION COPY






10









 





     8.9 Waiver. No failure or delay on the part of either party in the exercise of any
power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or
partial exercise of any such power, right or privilege preclude any other or further exercise
thereof, or of any other right power or privilege.



     8.10 Other Licenses. Nothing contained in this Agreement shall be construed as
conferring by implication, estoppel or otherwise upon either party hereunder any license or other
right except the licenses and rights expressly granted hereunder to a party hereto.



     8.11 Export. Neither party shall export or re-export, directly or indirectly, any
technical information disclosed hereunder or direct product thereof to any destination prohibited
or restricted by the export control regulations of Japan or the United States, including the U.S.
Export Administration Regulations, without the prior authorization from the appropriate
governmental authorities. Each party hereby certifies that such party will not use technical
information supplied by the other party hereunder for any purpose to develop or manufacture
nuclear, chemical or biological weapons or missiles (hereafter “weapons of mass destruction”) nor
for any other military purpose. Each party further certifies that it will not sell any products
manufactured using the other party’s technical information to any party if it knows that the
end-user of the products will use them for the development and/or manufacture of weapons of mass
destruction and/or for any other military purpose.



     8.12 Entire Agreement. This Agreement and its Exhibits contain the entire Agreement
and understanding between the parties with respect to the subject matter hereof and merges and
supersedes all prior oral and written agreements, understandings and representations. No addition
or modification to this Agreement is valid unless made in writing and signed by both parties
hereto.



     8.13 Conflict. In the event the terms and conditions of any Exhibit shall conflict,
or be inconsistent, with the terms and conditions of this Agreement, such Exhibit will be the
controlling document.



     8.14 Survival. The provisions of the sections entitled Section 1 (Definitions), 2.1
(License (paragraph (b) only)), Section 2.2 (Restrictions on Use), Section 2.3 (Proprietary
Markings), Section 2.5 (Copying), Section 2.6 (Limitations), Section 2.7 (Confidentiality of
Agreement), Section 2.8 (Independent Contractors), Section 2.9 (Liability for Third Party Actions),
Section 2.10 (Additional Sublicense Restrictions), Section 3 (Proprietary Ownership Rights),
Section 5 (Fees and Royalties), Section 6 (Payment and Accounting), Section 7.4 (Consequences of
Termination), Section 8.1 (Limited Warranty), Section 8.2 (Indemnity for Infringement), Section 8.3
(Confidentiality), Section 8.4 (Solicitation), Section 8.5 (Severability), Section 8.6
(Nonassignment), Section 8.7 (Damage Limitation), Section 8.8 (Governing Law), Section 8.9
(Waiver), Section 8.10 (Other Licenses), Section 8.11 (Export), Section 8.12 (Entire Agreement),
Section 8.13 (Conflict), Section 8.14 (Survival), Section 8.16 (Heading), Section 8.17 (No Agency)
and Section 8.19 (Notice) shall survive the expiration or termination of this Agreement.



     8.15 Force Majeure. Neither party shall be responsible or liable to the other party
for failure or delay in the performance of any of its obligations under this Agreement for the time
and to the extent such failure or delay is caused by riots, civil commotion, wars, hostilities
between nations, governmental laws, orders or regulations, embargoes, actions, by any government or
any agency thereof, acts of God, earthquakes, storms, fires, accidents, strikes, sabotages,
explosions, or other similar or different contingencies beyond the reasonable control of the
respective parties hereto. If, as a result of legislation or governmental action, either party or
both parties are precluded from receiving any benefit to which they are entitled hereunder, the
parties hereto shall review the terms of this Agreement so as to restore such party or parties to
the same relative positions as previously obtained or contemplated hereunder.



     8.16 Headings. The headings of the Sections hereof are inserted for reference only
and shall have no effect on the interpretation of this Agreement.



     8.17 No Agency. Nothing herein contained shall be construed to constitute the parties
hereto as partners or joint ventures or the agent of another party in any sense of those terms
whatsoever. Neither party assumes any liability of the other party nor shall have any authority to
enter into any binding obligation on behalf of the other party.



					
	 	 	 	 	 
	SONICS/TOSHIBA CONFIDENTIAL
	 	 
	 	EXECUTION COPY






11









 





     8.18 Multiple Counterparts. This Agreement may be executed in multiple counterparts,
each of which shall be deemed an original, but such counterparts together shall constitute only one
and the same instrument.



     8.19 Notice. Unless either party notifies the other of a different address, any
notice or other communication required or permitted hereunder shall be sufficiently given, if sent
by overnight delivery, registered mail, postage prepaid, return receipt requested, addressed as
follows:



	 	 	 
	For Sonics:

	 	For Licensee:
	 
	 	 
	Sonics, Inc.

	 	Toshiba Corporation
	2440 W. El Camino Real, Ste. 600

	 	580-1, Horikawa-cho,
	Mountain View, CA 94040

	 	Saiwai-ku,
	 

	 	Kawasaki 212-8520
	Attention: President

	 	JAPAN
	w/copy to: Director, Legal Affairs

	 	Attention: General Manager, System LSI Design Dept., System
LSI Division, Semiconductor Company w/copy to: General Manager, Legal Affairs & Contracts Division,
Semiconductor Company






					
	 	 	 	 	 
	SONICS/TOSHIBA CONFIDENTIAL
	 	 
	 	EXECUTION COPY






12









 





     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/ Martin Kovacich
 

	 	 	 	By:
	 	/s/ Shigeo Koguchi
 

	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Name: Martin Kovacich	 	 	 	Name: Shigeo Koguchi	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Title: CFO	 	 	 	Title: President & CEO, Semiconductor Company	 	 






 









 





EXHIBIT A




TECHNOLOGY SCHEDULE

to the

TECHNOLOGY LICENSE AGREEMENT




          This Technology Schedule (“Schedule”) states that Licensee wishes to license from Sonics and
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 the
Technology License Agreement (the “Agreement”) executed on March 26, 2003, and amended and restated
on October 29, 2003 and this Technology Schedule.





	 	1.	 	Licensed Technology






	 	A.	 	SiliconBackplaneTM MicroNetwork (“SB”)




SB is a high performance, configurable interconnect technology. The following are some of the
features of SB:





	 	–	 	User selected pipelining data path width scales raw data bandwidth from
50MBytes/s to 4GBytes/second at 250MHz.
	 
	 	–	 	User defined access control delivers high bandwidth utilization (over 90% for
networking data sets).
	 
	 	–	 	Hardware threading simultaneously guarantees realtime quality of service to
multiple data flows.
	 
	 	–	 	Agents decouple IP cores.
	 
	 	–	 	Manages data, control, and manufacturing test flows.
	 
	 	–	 	If pre-characterized, then will enable rapid performance analysis with
guaranteed timing closure.
	 
	 	–	 	Optional programmable registers enable runtime operating flexibility.
	 
	 	–	 	Fully automated netlist hookup.
	 
	 	–	 	Full GUI, with configuration, computed defaults, and timing constraint generator.
	 
	 	–	 	Simple floorplan interface.
	 
	 	–	 	Hierarchical synthesis script generation.
	 
	 	–	 	Integrated support for system service (programmable arbitration, and address map).






	 	B.	 	MemMax Memory Scheduler




MemMax is a high performance, configurable memory access scheduler. The following are some of the
features of MemMax:





	 	–	 	User selected memory dataflow scheduling to optimize DRAM utilization for
multiple dataflow traffic.
	 
	 	–	 	User selected global and per-thread scheduling parameters.
	 
	 	–	 	Maximum throughput of 2.4GBytes/second at 150MHz.
	 
	 	–	 	Standard OCP interface to the memory controller enables independence from
changes in DRAM controller.
	 
	 	–	 	Configurable data width, address width, and OCP interfaces.
	 
	 	–	 	GUI dialog boxes, with configuration and timing constraint generator.
	 
	 	–	 	Programmable prefetch to improve performance across SB.





A-1









 





     2. Deliverables 



	 	 	 	 	 	 	 
	SiliconBackplane 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
	 	 	 	 	 	 
	SiliconBackplane MicroNetwork 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	 	 	 	 






	 	 	 	 	 	 	 
	MemMax Deliverables	 	Confidential	 	Commercial	 	Delivery Date
	Documentation
	 	 	 	 	 	 
	Relevant product guides and manuals and
other
	 	 	 	 	 	 
	related technical collaterals
	 	Ö	 	 	 	[***]
	Tools
	 	 	 	 	 	 
	SOCCreator based Dialog boxes for
configuration of MemMax
	 	Ö	 	 	 	[***]
	Keys for the tools valid for one year
	 	Ö	 	 	 	[***]
	Design Data
	 	 	 	 	 	 
	MemMax 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	 	 	 	[***]






A-2









 






	 	3.	 	License Fee





          Licensee agrees to pay Sonics non-refundable design license fees for all Devices designed or
developed by, or for, Licensee, its Subsidiaries or Sublicensees, in accordance with the following
tables, for the license rights granted to Licensee and Subsidiaries 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 the SB or MemMax did not perform technically as described and
documented for any specific design, such design shall not count as a design in the below table.




	 	 	 
	Number of Designs Incorporating SB or MemMax	 	License Fee
	[***]
	 	[***]
	[***]
	 	[***]
	[***]
	 	[***]
	[***]
	 	[***]






	 	 	 
	Payment Due	 	Amount Due
	[***]
	 	[***]
	[***]
	 	[***]
	[***]
	 	[***]
	[***]
	 	[***]






          [***].




          The Valiant Device commenced by Licensee under the Valiant Agreement shall not count as a
design use in the above table. The Hidden Dragon Device commenced by Licensee’s Subsidiary, TAEC,
under the TAEC Agreement shall be counted as a design in the above table.





	 	4.	 	Royalties





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




	 	 	 	 	 
	 	 	 	 	Royalty
	Product	 	Total Devices	 	(% of Net Sales)
	SiliconBackplane MicroNetworks and
MemMax
	 	[***]	 	[***]
	 
	 	[***]	 	[***]
	 
	 	[***]	 	[***]
	 
	 	[***]	 	[***]
	 
	 	[***]	 	[***]






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




          Royalties for the Valiant Device commenced by Licensee under the Valiant Agreement shall not
be calculated under the above table, but rather under the royalty provisions of the Valiant
Agreement. Royalties, for the Hidden Dragon Device commenced by Licensee’s Subsidiary, TAEC, under
the TAEC Agreement shall be calculated in accordance with the above table.





	 	5.	 	Maintenance and Support Fee





          Licensee agrees to pay Sonics a non-refundable maintenance fee as set forth below. This fee
is due and payable upon acceptance of the Deliverables by Licensee as provided in Section 4.2 of
the Agreement. The




A-3









 




fees for Maintenance are actually paid over the Term of the contract as an
annual maintenance fee. However, the first year maintenance fee is covered by the initial payment
of the License Fee, thus the payment of annual maintenance fee starts from the first anniversary
from the Effective Date (the Total Maintenance Fee below is
exclusive of the first year maintenance fee included in the initial payment of the License Fee).
Note that for the purposes of the maintenance fee calculation Licensee’s Microelectronics Center
and OME Works shall be deemed one Licensee site.




	 	 	 	 	 
	Licensed Product	 	Total Maintenance Fee	 	Annual Maintenance Fee
	SB

	 	[***]
	 	[***]
	MemMax

	 	[***]
	 	[***]
	Total

	 	[***]
	 	[***]







	 	 	 	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 the SB 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 [***] of phone and e-mail support on the SB,
MemMax and the Deliverables via Sonics’ assigned customer support
engineer. Support hours will not include time spent on bug fix support.
Licensee shall appoint an internal point of contact for technical issues
who will interface with the Sonics customer support engineer during the
Term of the Agreement.





               Sonics will provide a training class at Sonics’ Mountain View training center for up to [***]
Licensee engineers per class at a rate of [***], 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 SB and MemMax.
	 
	 	–	 	System analysis using SOCCreator.





               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 [***] per 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 for 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.



     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 and the Deliverables to Licensee’s
design flow.
	 
	•	 	Support of Licensee during the core “hardening” (implementing the core into
the targeted




A-4









 






	 	 	process) stage of development.
	 
	•	 	Support in Licensee’s core conversion to OCP compliance.
	 
	•	 	Support in the integration and interface of the SB and MemMax within
Licensee’s IC product design.
	 
	•	 	Guidance in SB and MemMax 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 for the design and development of Devices 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 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 SB cores
and [***] for each Device containing one or more MemMax cores.




          Royalties for Sales by Sublicensees: Subject to the restrictions on sublicensing
contained in the Agreement, in the event that Devices 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 Exhibit A 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 fifty hour block
of support provided to each Sublicensee, and (ii) [***] for each training class (plus travel)
provided to any Sublicensee. 





	 	8.	 	Term





               The term of the Agreement shall begin on the Effective Date and, unless earlier terminated as
provided in the Agreement, shall continue for a period of five (5) years 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, the SB or MemMax 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.




	 	9.	 	Program Managers
	 
	 	 	 	Business Manager:                         Technical Manager:





For Licensee:     [To be specified in an individual Commencement Notice]




A-5









 





	 	 	 	 	 
	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 620
	 

	 	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 







A-6











 








ADDENDUM TO EXHIBIT A




TECHNOLOGY SCHEDULE

to the

TECHNOLOGY LICENSE AGREEMENT




For




SYNAPSETM 3220 IP CORE




          This Technology Schedule (“Schedule”) states that Licensee wishes to license from Sonics and
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 the
Technology License Agreement (the “Agreement”) executed on March 26, 2003, and amended and restated
on October ___, 2003 and this Technology Schedule.




          1. Licensed Technology




               SynapseTM 3220 IP Core




Synapse 3220 is a peripheral interconnect optimized to provide low-latency access to a
large number of low bandwidth, low speed target IP cores. Synapse 3220 is a
pipe-lined, multi-threaded and non-blocking interconnect, which allows overlapping of
different transactions temporally.



          2. Deliverables 




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Synapse 3220 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
	 	 	 	 	 	 	 	 	 	 	 	 
	Synapse 3220 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	 	 	 	 	 	 	 	[***]	 






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          3. License Fee




               Licensee agrees to pay Sonics non-refundable design license fees for all Devices designed or
developed by, or for, Licensee, its Subsidiaries or Sublicensees, in accordance with the following
tables, for the license rights granted to Licensee and Subsidiaries 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 the Synapse 3220 did not perform technically as described and
documented for any specific design, such design shall not count as a design in the below table.



	 	 	 	 	 
	Number of Designs	 	 	 	 
	Incorporating Synapse	 	License Fee for each	 	 
	3220	 	Device	 	Payment Due Date
	[***]

	 	[***]
	 	Upon receipt of Commencement Notice for a Device incorporating a Synapse 3220 IP Core
	[***]
	 	[***]	 	 






          4. Royalties




               Licensee agrees to pay Sonics a royalty for each Device 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)
	 
	 	 	[***]	 	 	 	[***]	 
	 
	 	 	[***]	 	 	 	[***]	 
	Synapse 3220
	 	 	[***]	 	 	 	[***]	 
	 
	 	 	[***]	 	 	 	[***]	 
	 
	 	 	[***]	 	 	 	[***]	 






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



               In the event Licensee sells Devices incorporating one or more different Sonics IP Cores (e.g.,
an SB IP Core and a Synapse 3220 IP Core), Licensee shall only have to pay a royalty equal to the
highest royalty rate from any one (1) IP Core incorporated in such Devices.



          5. Maintenance and Support Fee




               Licensee agrees to pay Sonics a non-refundable maintenance fee as set forth below. This fee
is due and payable upon receipt of a Commencement Notice for each Device incorporating a Synapse
3220 IP Core.



	 	 	 
	Licensed Product	 	Maintenance Fee
	Synapse 3220

	 	[***]






               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 Synapse 3220 and the
Deliverables.




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	 	–	 	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 [***] of phone and e-mail support on the Synapse
3220 and the Deliverables via Sonics’ assigned customer support engineer.
Support hours will not include time spent on bug fix support. Licensee
shall appoint an internal point of contact for technical issues who will
interface with the Sonics customer support engineer during the Term of
the Agreement.





               Sonics will provide a training class at Sonics’ Mountain View training center for up to eight
(8) 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 Synapse 3220.
	 
	 	–	 	System analysis using SOCCreator.





               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 [***] per 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 for general technical support by Sonics, may also
request technical support at the rate of [***] for fifty (50) hours, but shall not be subject to
the per Device maximum support cost.



          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, Synapse 3220 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, or Synapse 3220
within Licensee’s IC product design.






	•	 	Guidance in SB, MemMax, and Synapse 3220 related issues during the
system-level verification phase of the IC product development.






	•	 	Memory Subsystem design






	•	 	Custom OCP mergers splitters and cross bars





          8. 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:




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          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 for the design and development of Devices for which Sonics has previously
received a Commencement Notice pursuant to Section 3 of this Addendum to 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 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 Synapse
3220 cores.




          Royalties for Sales by Sublicensees: Subject to the restrictions on sublicensing
contained in the Agreement, in the event that Devices 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 Addendum to Exhibit A
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 fifty hour block
of support provided to each Sublicensee, and (ii) [***] for each training class (plus travel)
provided to any Sublicensee. 




          8. Term




               The term of this Addendum to Exhibit A shall begin on October ___, 2003 and, unless earlier
terminated as provided in the Agreement, shall continue until the expiration of the Term in Exhibit
A, 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 Synapse 3220 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.



          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 620
	 

	 	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.co






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EXHIBIT B




APPROVAL FORM




	 	 	 	 	 	 	 	 	 
	TO:

	 	Sonics, Inc. (“Sonics”)
	 	 	 	FROM:	 	 
	 

	 	 	 	 	 	 	 	 
	ATTN:

	 	Program Manager
	 	 	 	AT:
	 	Toshiba Corporation (“Licensee”)
	FAX NO.:

	 	(650) 938-2577
	 	 	 	FAX NO.:	 	 
	 

	 	 	 	 	 	 	 	 
	DATE:

	 	 	 	 	 	 	 	(Please provide fax number to which
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 Sonics should respond.)





          The Licensee identified above requests approval from Sonics in accordance with the terms and
conditions of the Technology License Agreement dated as of March ___, 2003, by and between Sonics
and Licensee (the “License Agreement”) to use the third party identified below for the purpose
identified below or hereby provides notice to Sonics as set forth below:




          That the following third party shall be approved as a contractor to be used by Licensee in
exercising its internally developed or internal design rights as permitted under Section 2.1 of the
License Agreement pursuant to the Technology Schedule attached to the License Agreement as
Exhibit A:




	 	 	 	 	 	 	 
	 

	 	Third Party Contractor:	 	 	 	 
	 

	 	Address:
	 	 

	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Country:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Contact Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Telephone/Fax:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Email:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 Nature of Work to be Performed: 	 	 	 	 
	 

	 	 	 	 	 	 





	 
	 


	 

	 


	 

	 


	 

	 


	 

	 








	 	 	 	 	 
	 	 	SONICS, INC.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Date:	 	 
	 

	 	 	 	 





B-5 









 






EXHIBIT C




FORM OF COMMENCEMENT NOTICE

Commencement Notice 




	 	 	 	 	 	 	 	 	 
	TO:

	 	Sonics Inc. (“Sonics”)
	 	 	 	FROM:	 	 
	 

	 	 	 	 	 	 	 	 
	ATTN:

	 	Program Manager
	 	 	 	AT:
	 	Toshiba Corporation (“Licensee”)
	FAX NO.:

	 	(650) 938-2577
	 	 	 	FAX NO.:
	 	
	 

	 	 	 	 	 	 	 	 
	DATE:

	 	 	 	 	 	 	 	(Please provide fax number to which
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Sonics should respond)




In accordance with the terms and conditions of the Technology License Agreement entered into
by and between Licensee and Sonics as of                     , 2003 (the “Agreement”) and pursuant to
Section 3 in Exhibit A of the Agreement, Licensee hereby notifies Sonics of the start of
development of a new Device as identified below:



Development of the following Device has been commenced as of                     , 200_, using the Deliverables set forth in the
Technology Schedule(s) attached to the Agreement.




	 	 	 
	Project Name:

	 	Device being designed by: (check one)
	 
	 	 
	 

	 	___ Licensee (or Subsidiary)
	 
	 	 
	Design Site for the Device:

	 	___ Sublicensee:                     [Name]
	 
	 	 
	Description of Device:
	 	 






Licensee’s Project Manager for this project




	 	 	 	 	 
	Business Manager

	 	Technical Manager	 	 
	 	 	 
	[Name]

	 	[Name]	 	 
	 	 	 
	[Title]

	 	[Title]	 	 
	 	 	 
	[Address]

	 	[Address]	 	 
	 	 	 
	[Tel]

	 	[Tel]	 	 
	 	 	 
	[Fax]

	 	[Fax]	 	 
	 	 	 
	[E-mail]

	 	[E-mail]	 	 
	 	 	 
	Signature
	 	 	 	 
	 


	 	 	 	 






C-1 









 





EXHIBIT D




Minimum Provisions for Sublicense Agreements with Sublicensees





	1.	 	The Deliverables may only be used by Sublicensee as sublicensed by Licensee in the sublicense
agreement, but in no event in excess of the license grants in Section 2.1 of the Agreement.






	2.	 	Sublicensee may not transfer or sublicense the License Technology to any entity other than
Sublicensee’s wholly-owned subsidiaries, and then only under the same terms and conditions of
the sublicense agreement. Sublicensee may not assign or transfer the sublicense agreement






	3.	 	Sublicensee agrees to restrictions on the use of Licensed Technology at least as restrictive
as those in Article 2 of the Agreement.






	4.	 	Sublicensee agrees to confidentiality provisions at least as restrictive as Section 8.3 of
the Agreement.






	5.	 	Licensee shall have audit rights at least once per year to audit Sublicensee’s compliance
with the payment of fees and royalties.






	6.	 	Licensee shall have the right to terminate the sublicense agreement immediately upon breach
by Sublicensee.






	7.	 	Upon expiration or termination of the sublicense agreement, Sublicensee shall return all
copies in its possession of the Licensed Technology and Confidential Information to Licensee.






D-1