SYSTEMC OPEN SOURCE LICENSE AGREEMENT (SOFTWARE DOWNLOAD AND USE LICENSE AGREEMENT VERSION 2.4) OPEN SYSTEMC INITIATIVE The purpose of the following license agreement (the "Agreement") is to encourage interoperability and development of a C++ modeling language known as "SystemC" for system simulation and design (the "Purpose"). The SystemC software licensed hereunder is licensed, without fee of any kind, for use pursuant to the terms and conditions set forth in this Agreement. LICENSE AGREEMENT THE CONTRIBUTORS ARE WILLING TO LICENSE THE PROGRAM AND RELATED DOCUMENTATION TO YOU ONLY ON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS OF THIS LICENSE AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS LICENSE AGREEMENT, NO RIGHTS ARE GRANTED TO YOU HEREUNDER TO USE THE PROGRAM OR THE DOCUMENTATION. ANY USE, REPRODUCTION OR DISTRIBUTION OF THE PROGRAM OR THE DOCUMENTATION CONSTITUTES YOUR ACCEPTANCE OF THIS AGREEMENT. 1. DEFINITIONS. 1.1 "Agreement" means this document. 1.2 "Contribution" means: (a) the Program; and (b) all Modifications that Recipient deposits or contributes in accordance with Section 3 in furtherance of the Purpose of this Agreement but does not include any software that has been previously so deposited or contributed. 1.3 ?Contribution Agreement? means any LRM and Copyright Contribution Agreement between OSCI and the signatory thereto. 1.4 Contribution Questionnaire? means the questionnaire attached hereto as Exhibit C. 1.5 "Contributor" means any Recipient that makes a Contribution pursuant to Section 3. Any Recipient depositing, as part or all of a Contribution, code which has previously been so deposited by another Recipient is not the Contributor of such re-deposited code for the purposes of this Agreement. A list of the Contributors is attached hereto as Exhibit A. 1.6 "Contributor's Necessary Patent Claim" means a claim in any patent now or hereafter owned or licensable by Contributor that is directly infringed solely by the portion of an executing computer program translated, compiled or interpreted from and corresponding directly and solely to the Contribution disclosed by Contributor hereunder and the SystemC Kernel Code, except that Contributor's Necessary Patent Claim shall not include any claim directed towards a data structure, method, algorithm, process, technique, circuit representation, or circuit implementation that is not completely and entirely described in the combination of such Contribution and the SystemC Kernel Code. 1.7 "Copyright/Trade Secret Rights" means worldwide statutory and common law rights associated solely with (i) works of authorship including copyrights, copyright applications, copyright registrations and "moral rights", and (ii) the protection of trade and industrial secrets and confidential information. Patents are not included in Copyright/Trade Secret Rights. 1.8 "Distribute" means making a Distribution. 1.9 "Distribution" means any distribution, sublicensing or other transfer of the Program (with or without Modifications) to any third party. 1.10 ?Documentation? means all user guides and user manuals for or related to the Program. 1.11 "Executable" means Program (with or without Modifications) compiled into object code form along with only those header files from such Program that are strictly necessary to make use of the object code. 1.12 ?Marks? means, collectively, the registered and unregistered marks and logos that OSCI has licensed or otherwise authorized Recipient to use. All marks and logos are listed on Exhibit D, which list may be amended from time to time by OSCI to add or delete any marks or logos. 1.13 "Modification" means: (a) any software code which comprises any change(s) to the Program including additions and/or deletions; (b) any specifications for the Program; and (c) any reference implementation of the Program. 1.14 ?OSCI? means Open SystemC Initiative, a California nonprofit mutual benefit corporation. 1.15 "Program" means any version of the SystemC modeling language licensed by OSCI pursuant to this Agreement, all other Contributions, and any combination thereof. 1.16 "Recipient" means anyone who receives the Program under this Agreement, including all Contributors. 1.17 For legal entities, "Recipient" includes any entity that controls, is controlled by, or is under common control with Recipient. For purposes of this definition, "control" means (a) the power, direct or indirect, to cause the direction or management of such entity, whether by contract or otherwise, or (b) ownership of fifty percent (50%) or more of the outstanding shares or beneficial ownership of such entity. 1.18 "Source Code" means human readable text in an electronic form suitable for modification that describe the functions and data structures, including C, C++, and other language modules, plus any associated interface definition files, scripts used to control compilation and installation of an Executable, or a list of source code differential comparisons against the Program. 1.19 "SystemC Kernel Code" means the set of compilable source and header files included in the Program that are necessary to build the target SystemC library object module, but does not include operating system header files, operating system library elements, documentation, example code, sample code fragments, or other ancillary information. 2. GRANT OF RIGHTS 2.1 Subject to the terms of this Agreement, each Contributor hereby grants Recipient a non-exclusive, worldwide, royalty-free license under Contributor's Copyright/Trade Secret Rights to do the following: (a) use, reproduce, prepare derivative works of, publicly display, publicly perform and Distribute in source code and object code form the Contribution of such Contributor and any such derivative works, subject to the terms and conditions of this Agreement including Section 4; and (b) use the know-how, information and knowledge embedded in the Contribution, without any obligation to keep the foregoing confidential so long as Recipient does not otherwise violate this Agreement. 2.2 Subject to the terms of this Agreement, OSCI hereby grants Recipient a non-exclusive, worldwide, royalty-free license under OSCI's Copyright/Trade Secret Rights to use, reproduce, prepare derivative works of, publicly display, publicly perform and Distribute the Documentation and any such derivative works, subject to the terms and conditions of this Agreement including Section 4; and 2.3 Contributor grants to each Recipient, a world-wide, royalty-free, non-exclusive license under Contributor's Necessary Patent Claims to make, use, sell, offer for sale, or import the such Contributor's Contribution and the Program only to the minimum extent necessary to exercise the rights granted in Section 2.1(a). 2.4 Each Contributor represents that to its knowledge it has sufficient rights in its Contribution, if any, to grant the licenses set forth in Sections 2.1 and 2.2. OSCI represents that to its knowledge it has sufficient rights in the Documentation to grant the licenses set forth in Section 2.3. 2.5 Except as expressly stated in Sections 2.1, 2.2 and 2.3, Recipient receives no rights or licenses to the intellectual property of any Contributor or OSCI under this Agreement, whether expressly, by implication, estoppel or otherwise. All rights in the Program and Documentation not expressly granted under this Agreement are reserved. 2.6 Except as specifically set forth in any Contribution Agreement, Recipient shall retain its entire right, title, and interest in and to Contributions disclosed by Recipient hereunder, including all Copyrights/Trade Secret Rights and patent rights embodied therein, subject to the underlying rights embodied in the Program and further subject to those rights expressly granted in this Agreement. Recipient shall not remove or alter any proprietary notices contained in the Contributions licensed to Recipient hereunder and shall reproduce and include such notices on any copies of the Contributions made by Recipient in any media. 2.7 License to Marks. (a) OSCI shall retain all right, title and interest in and to the Marks worldwide, subject to the limited license granted to Recipient in this Section 2.7. OSCI hereby grants Recipient a non-exclusive, royalty-free, limited license to use the Marks solely in connection with its exercise of the rights granted pursuant to this Agreement and to indicate that the products being marketed by Recipient are compatible with, and meet the standards of, the SystemC modeling language. All uses of the Marks shall be in accordance with OSCI?s trademark usage policy set forth in Exhibit D. (b) Recipient shall assist OSCI to the extent reasonably necessary to protect and maintain the Marks worldwide, including, but not limited to, giving prompt notice to OSCI of any known or potential infringement of the Marks, and cooperating with OSCI in preparing and executing any documents necessary to register the Marks, or as may be required by the laws or rules of any country or jurisdiction. In its sole discretion, OSCI may commence, prosecute or defend any action or claim concerning the Marks. OSCI shall have the right to control any such litigation, and Recipient shall fully cooperate with OSCI in any such litigation. OSCI shall reimburse Recipient for the reasonable costs associated with providing such assistance, except to the extent that such costs result from Recipient?s breach of this Section 2.7. Recipient shall not commence any action regarding the Marks without OSCI?s prior written consent. (c) All goodwill with respect to the Marks shall accrue for the sole benefit of OSCI. Recipient shall maintain the quality of any products, associated packaging, collateral and marketing materials on which it uses any of the Marks in a manner consistent with all terms, conditions and requirements set forth in this Section 2.7 and at a level that meets or exceeds Recipient?s overall reputation for quality and that is at least commensurate with industry standards. 2.8 RECIPIENT UNDERSTANDS THAT ALTHOUGH EACH CONTRIBUTOR AND OSCI GRANTS THE LICENSES SET FORTH HEREIN, NO ASSURANCES ARE PROVIDED BY ANY CONTRIBUTOR OR OSCI THAT THE DOCUMENTATION OR CONTRIBUTION ALONE OR IN COMBINATION WITH THE PROGRAM DOES NOT INFRINGE THE PATENT OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY OTHER ENTITY. EACH CONTRIBUTOR AND OSCI DISCLAIM ANY LIABILITY TO RECIPIENT FOR CLAIMS BROUGHT BY ANY OTHER ENTITY BASED ON INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHERWISE. In addition, as a condition to exercising the rights and licenses granted hereunder, each Recipient hereby assumes sole responsibility to secure any other intellectual property rights needed, if any. For example, if a third party patent license is required to allow Recipient to Distribute the Program, it is Recipient's responsibility to acquire that license before Distributing the Program. 3. DESCRIPTION AND DEPOSIT OF CONTRIBUTIONS 3.1 To the extent Recipient wishes to become a Contributor by making a Contribution, such Contributor shall: (a) (i) deposit such Contribution in Source Code form at http://www.systemc.org/ according to the Contribution instructions found at such site, or (ii) disclose such Contribution at a meeting of any working group of OSCI; (b) (i) describe such Contribution in reasonable detail on Exhibit B (including the additions or changes such Contributor made to create the Contribution and the date of any such changes or additions), (ii) completing a Contribution Questionnaire with respect to such Contribution, and (iii) delivering both documents to OSCI. All Contributions made after the date hereof shall be effectuated by Contributor (x) amending Exhibit B and delivering such amended Exhibit B to OSCI, which amended exhibit shall automatically replace the existing Exhibit B, (y) competing a Contribution Questionnaire with respect to such Contribution, and (z) delivering both documents to OSCI; (c) cause such Contribution to contain a file documenting such Contributor's name and contact information, additions or changes such Contributor made to create the Contribution, and the date of any such changes or additions; (d) cause such Contribution to include in each file a prominent statement substantially similar to the following: "The following code or documentation is derived, directly or indirectly, from the SystemC source code. Copyright (c) 1996-{date here} by all Contributors. All Rights reserved. The contents of this file are subject to the restrictions and limitations set forth in the SystemC Open Source License Version 2.4 (the "License"). You may not use this file except in compliance with such restrictions and limitations. You may obtain instructions on how to receive a copy of the License at http://www.systemc.org/. Software distributed by Contributors under the License is distributed exclusively on an "AS IS" basis, WITHOUT WARRANTY OF ANY KIND, either express or implied. See the License for the specific language governing rights and limitations under the License."; and (e) cause such Contribution to include a text file titled "LEGAL" which describes any intellectual property rights of which Contributor is aware that it or any third party may hold in the functionality or code of such Contribution. 3.2 OSCI or the administrators of the http://www.systemc.org/ web site shall have the right to authorize removal from such site any Contribution at any time. 4. REQUIREMENTS OF DISTRIBUTION 4.1 A Recipient may choose to Distribute the Program in object code form under its own license agreement, provided that: (a) Recipient complies with the terms and conditions of this Agreement; and (b) the terms and conditions of Recipient's license agreement with its licensees: i. effectively disclaim on behalf of all Contributors all warranties and conditions, express and implied, including warranties or conditions of title and non-infringement, and implied warranties or conditions of merchantability and fitness for a particular purpose; ii. effectively exclude on behalf of all Contributors all liability for damages, including, but not limited to, direct, indirect, special, incidental and consequential damages, such as lost profits; iii. state that any provisions which differ from this Agreement are offered by that Recipient alone and not by any other party; and iv. state that source code for the Program is available from such Recipient, and inform licensees how to obtain it in a reasonable manner on or through a medium customarily used for software exchange. 4.2 If a Recipient chooses to Distribute the Program in source code form then: (a) the Program must be Distributed under this Agreement; and (b) a copy of this Agreement must be included with each copy of the Program. 4.3 Each Recipient must include the following in a conspicuous location in the Program so Distributed or transferred: Copyright (c) 1996-{date here}, by all Contributors. All rights reserved. 4.4 In addition, each Recipient that creates and Distributes or otherwise transfers a Modification whether or not such Modification has been deposited pursuant to Section 3 must identify the originator of such Modification in a manner that reasonably allows third parties to identify the originator of the Modification. 4.5 A Recipient may choose to Distribute the Documentation under its own license agreement, provided that Recipient complies with the terms and conditions of this Agreement. Each Recipient must include the following in a conspicuous location in the Document so Distributed or transferred: Copyright (c) 1996-{date here}, by Open SystemC Initiative. All rights reserved. In addition, each Recipient that creates and Distributes or otherwise transfers a modification or derivative work of the Documentation, whether or not such modification or derivative work has been deposited pursuant to a Contribution Agreement must identify the originator of such modification or derivative work in a manner that reasonably allows third parties to identify the originator of the modification or derivative work. 5. INDEMNIFICATION A Recipient who Distributes the Program or Documentation (a "Distributor") may accept certain responsibilities with respect to end users, business partners and the like. While this license is intended to facilitate the commercial use of the Program, a Distributor shall Distribute the Program or Documentation in a manner which does not create potential liability for Contributors. Therefore each Distributor hereby agrees to defend and indemnify every Contributor ("Indemnified Contributor") against any losses, damages and costs (collectively "Losses") arising from claims, lawsuits and other legal actions brought by a third party against the Indemnified Contributor to the extent caused by the acts or omissions of such Distributor, including but not limited to the terms and conditions under which Distributor offered the Program or Documentation, in connection with its Distribution of the Program or Documentation. The obligations in this Section 5 do not apply to any claims or Losses relating to any actual or alleged intellectual property infringement of the Program or Documentation. In order to qualify, an Indemnified Contributor must: (a) promptly notify the Distributor in writing of such claim, and (b) allow the Distributor to control, and cooperate with the Distributor in, the defense and any related settlement negotiations. The Indemnified Contributor may participate in the defense of any such claim at its own expense. For example, a Recipient might include the Program in a commercial product offering, Product X. That Recipient is then a Distributor. If that Distributor then makes performance claims, or offers warranties, support, or indemnity or any other license terms related to Product X, those performance claims, offers and other terms are such Distributor's responsibility alone. Under this Section 5, the Distributor would have to defend claims against the Contributors related to those performance claims, offers, and other terms, and if a court requires any Contributor to pay any damages as a result, the Distributor must pay those damages. 6. NO WARRANTY EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE PROGRAM AND DOCUMENTATION ARE PROVIDED EXCLUSIVELY ON AN "AS IS" BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OR CONDITIONS OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. EACH RECIPIENT IS SOLELY RESPONSIBLE FOR DETERMINING THE APPROPRIATENESS OF ITS USE AND DISTRIBUTION OF THE PROGRAM AND DOCUMENTATION AND ASSUMES ALL RISKS ASSOCIATED WITH ITS EXERCISE OF RIGHTS UNDER THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO THE RISKS AND COSTS OF PROGRAM ERRORS, COMPLIANCE WITH APPLICABLE LAWS, DAMAGE TO OR LOSS OF DATA, PROGRAMS OR EQUIPMENT, AND UNAVAILABILITY OR INTERRUPTION OF OPERATIONS. THIS DISCLAIMER OR WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. NO USE OF THE PROGRAM, DOCUMENTATION OR ANY MODIFICATIONS THERETO ARE AUTHORIZED HEREUNDER EXCEPT UNDER THIS DISCLAIMER. 7. DISCLAIMER OF LIABILITY EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NONE OF THE RECIPIENT, ANY CONTRIBUTORS OR OSCI SHALL HAVE ANY LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS), HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OR DISTRIBUTION OF THE PROGRAM, DOCUMENTATION OR THE EXERCISE OF ANY RIGHTS GRANTED HEREUNDER, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 8. U.S. GOVERNMENT USE If Recipient is licensing the Program and Documentation on behalf of any unit or agency of the United States Government, then the Program and the Documentation is commercial computer software, and, pursuant to FAR 12.212 or DFARS 227.7202 and their successors, as applicable, shall be licensed to the Government under the terms and conditions of this Agreement. 9. PATENT CLAIMS If Recipient institutes patent litigation against any entity (including a cross-claim, counterclaim or declaratory judgment claim in a lawsuit) alleging that the Program itself (excluding combinations of the Program with other software or hardware) infringes such Recipient's patent(s), then the rights granted to Recipient by each Contributor under Section 2.2 shall terminate as of the date such litigation is filed. 10. TERMINATION All Recipient's rights under this Agreement shall terminate if Recipient fails to comply with any of the material terms or conditions of this Agreement and does not cure such failure in a reasonable period of time after becoming aware of such noncompliance. If such occurs, Recipient shall cease use and Distribution of the Program and Documentation based upon the rights granted to Recipient under this Agreement as soon as reasonably practicable. However, Recipient's obligations under this Agreement and any licenses granted by Recipient relating to the Program and Documentation shall survive such termination. 11. LICENSE VERSIONS OSCI may publish new versions (including revisions) of this Agreement from time to time. Each new version of the Agreement will be given a distinguishing version number. The Program and Documentation may always be Distributed subject to the version of the Agreement under which it was received. In addition, after a new version of the Agreement is published, Contributor may elect to Distribute the Program and Documentation under the new version. No one other than OSCI, acting by a vote of at least 75% of the members of its Board of Directors, has the right to modify this Agreement; provided that Exhibit B and Exhibit C may be amended as specifically set forth in Section 3.1(b), and Exhibit D may be amended as specifically set forth in Section 1.10. 12. ELECTRONIC ACCEPTANCE This Agreement may be executed either electronically or on paper. By clicking on the ?Accept? button, Recipient warrants that it agrees to all of the terms of this Agreement, that Recipient is authorized to enter into this Agreement, and that this Agreement is legally binding upon Recipient. If Recipient does not agree to be bound by this Agreement, then Recipient shall click the ?Decline? button and Recipient shall not receive any rights from the Contributors nor shall Recipient download any materials, including the Program and the Documentation. 13. GENERAL This Agreement represents the complete agreement concerning the subject matter hereof and supersedes all prior agreements or representations, oral or written, regarding the subject matter hereof. If any provision of this Agreement is invalid or unenforceable under applicable law, it shall not affect the validity or enforceability of the remainder of the terms of this Agreement, and without further action by the parties hereto, such provision shall be reformed to the minimum extent necessary to make such provision valid and enforceable. This Agreement shall be executed in multiple counterparts, each of which shall be deemed to be an original, but all of which shall be one and the same Agreement. A facsimile or other copy of the Agreement shall have the same force and effect as an originally executed copy thereof. This Agreement is governed by the laws of California, without reference to conflict of laws principles. Each party waives its rights to a jury trial in any resulting litigation. Any litigation relating to this Agreement shall be subject to the jurisdiction of the Federal Courts of the Northern District of California, with venue lying in Santa Clara County, California, or the Santa Clara County Superior Court. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. The provisions of this Agreement shall be construed fairly in accordance with its terms and no rules of construction for or against either party shall be applied in the interpreting this Agreement. Recipient shall not use the Program or Documentation in violation of local and other applicable laws including, but not limited to, the export control laws of the United States.