Cadence Design Systems 555 River Oaks Pkwy, San Jose, CA 95134 (408) 943-1234 THE ACCOMPANYING SOFTWARE PROGRAM IS PROVIDED UNDER THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT ("AGREEMENT"). PLEASE REVIEW THIS AGREEMENT CAREFULLY. ANY USE, REPRODUCTION, MODIFICATION OR DISTRIBUTION OF THE PROGRAM CONSTITUTES ACCEPTANCE OF THIS AGREEMENT. IF YOU ARE AGREEING TO THIS LICENSE ON BEHALF OF A COMPANY, YOU REPRESENT THAT YOU ARE AUTHORIZED TO BIND THE COMPANY TO THIS AGREEMENT. Cadence Design Systems, Inc. ("Cadence") is licensing the software program ("Program") provided hereunder under an open source arrangement. The licensee hereunder may use, copy and modify the Program only pursuant to this Agreement. While Cadence encourages any and all improvements or other modifications made to the Program to be contributed to the community source and thereby made available to others under the same terms and conditions as included in this Agreement, this is not required. However, any error corrections made to the Program must be contributed to the community source. 1. DEFINITIONS 1.1 "Contribution" means the submission of the Original Program by Cadence and the submission of any modifications, improvements, additions, corrections or other changes to the Program, including source code, object code, application program interface definitions and formats, and documentation, made by any Contributor where such changes and/or additions to the Program originate from and are distributed by that particular Contributor. Each Contributor acknowledges and agrees that no guarantee is provided that a Contribution shall be included within the Program as distributed by any Recipient. A Contribution must be made by a Contributor if; (1) such Contribution is an error correction to the Program, or (2) the Contributor commercially distributes the Program with such Contribution, in which case the Contribution must be made within thirty (30) days of the commercial distribution of the Program. "Commercially distributes" as used herein shall mean distribution of the Program by a Contributor in consideration for revenue received. A Contribution 'originates' from a Contributor if it was added to the Program by such Contributor itself or anyone acting on such Contributor's behalf. Contributions do not include additions to the Program which: (i) are separate modules of software or data distributed in conjunction with the Program under their own license agreement, and (ii) are not derivative works of the Program. 1.2 "Contributor" means Cadence and any other entity that distributes the Program. 1.3 "Licensed Patents" mean patent claims licensable by any Contributor which are necessarily infringed by the use or sale of its Contribution alone or when combined with the Program. 1.4 "Original Program" means the original version of the software accompanying this Agreement as released by Cadence, including source code, object code, application program interface definitions and formats, and documentation, if any. 1.5 "Program" means the Original Program and Contributions. 1.6 "Recipient" means anyone who receives the Program under this Agreement, including all Contributors. 2. GRANT OF RIGHTS 2.1 Subject to the terms and conditions of this Agreement, each Contributor hereby grants each Recipient a non-exclusive, worldwide, royalty-free copyright license to reproduce, prepare derivative works of, publicly display, publicly perform, distribute and sublicense the Contribution of such Contributor, in source code and object code format. 2.2 Subject to the terms and conditions of this Agreement, each Contributor hereby grants each Recipient a non-exclusive, worldwide, royalty-free patent license under Licensed Patents to make, use, sell, offer to sell, import and otherwise transfer the Contribution of such Contributor, if any, in source code and object code format along with any documentation. This patent license shall apply to the combination of the Contribution and the Program if, at the time the Contribution is added by the Contributor, such addition of the Contribution causes such combination to be covered by the Licensed Patents. The patent license shall not apply to any other combinations which include the Contribution. 2.3 Subject to the terms and conditions of this Agreement, Cadence hereby grants each Recipient a non-exclusive, worldwide, royalty-free trademark license, to use the Cadence trademarks "LEF", or "DEF", in accordance with Cadence’s marking policies, in connection with the license grants hereunder. 2.4 Recipient understands that although each Contributor grants the licenses to its Contributions set forth herein, no assurances are provided by any Contributor that the Program does not infringe the patent or other intellectual property rights of any other entity. Each Contributor disclaims any liability to Recipient for claims brought by any other entity based on infringement of intellectual property rights or otherwise. 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. 2.5 Each Contributor represents that to its knowledge it has sufficient copyright rights in its Contribution, if any, to grant the copyright license set forth in this Agreement. Except as expressly stated in Sections 2.1, 2.2 and 2.3 above, Recipient receives no rights or licenses to the intellectual property of any Contributor under this Agreement, whether expressly, by implication, estoppel or otherwise. All rights in the Program not expressly granted under this Agreement are reserved. 3. DISTRIBUTION REQUIREMENTS 3.1 A Contributor may choose to distribute the Program in object code form under its own license agreement, provided that: (a) it complies with the terms and conditions of this Agreement; and (b) the terms and conditions of its license agreement: (i) effectively disclaims 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 excludes on behalf of all Contributors all liability for damages, including, but not limited to, direct, indirect, special, incidental and consequential damages; (iii) states that any provisions which differ from this Agreement are offered by that Contributor alone and not by any other party; and (iv) states that source code for the Program is available from such Contributor, and informs licensees how to obtain it in a reasonable manner on or through a medium customarily used for software exchange. 3.2 When the Program is made available in source code form it must be made available under the terms and conditions of this Agreement. A copy of this Agreement must be included with each copy of such Program. A Contributor may not charge a fee for the distribution of the source code of the Program. 3.3 Each Contributor must preserve all copyright and other notices that appear in the Program. In addition, each Contributor must identify itself as the originator of its Contribution, if any, in a manner that reasonably allows subsequent Recipients to identify the originator of the Contribution. 3.4 While this license is intended to facilitate the commercial use of the Program, the Contributor who includes the Program in a commercial product offering should do so in a manner which does not create potential liability for other Contributors. Therefore, if a Contributor includes the Program in a commercial product offering, such Contributor ("Commercial Contributor") hereby agrees to defend and indemnify every other 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 Commercial Contributor in connection with its distribution of the Program in a commercial product offering. The obligations in this section do not apply to any claims or Losses relating to any actual or alleged intellectual property infringement. In order to qualify, an Indemnified Contributor must: a) promptly notify the Commercial Contributor in writing of such claim, and b) allow the Commercial Contributor to control, and cooperate with the Commercial Contributor in, the defense and any related settlement negotiations. The Indemnified Contributor may participate in any such claim at its own expense. 4. NO WARRANTY EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE PROGRAM IS PROVIDED 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 using and distributing the Program 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. 5. DISCLAIMER OF LIABILITY EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER RECIPIENT NOR ANY CONTRIBUTORS SHALL HAVE ANY LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, 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 OR THE EXERCISE OF ANY RIGHTS GRANTED HEREUNDER, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 6. GENERAL 6.1 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. 6.2 If Recipient institutes patent litigation against a Contributor with respect to a patent applicable to software (including a cross-claim or counterclaim in a lawsuit), then any patent licenses granted by that Contributor to such Recipient under this Agreement shall terminate as of the date such litigation is filed. If Recipient institutes patent litigation against any entity (including a cross-claim or counterclaim in a lawsuit) alleging that the Program (excluding combinations of the Program with other software or hardware) infringes such Recipient's patent(s), then such Recipient's rights granted under Section 2.2 shall terminate as of the date such litigation is filed. 6.3 If a Commercial Contributor distributes any Program, which includes such Contributors modifications, improvements, additions, corrections or other changes, and has not made a Contribution of such Program, any licenses granted to such Commercial Contributor under this Agreement shall terminate as of the date of such Program is distributed. 6.4 All Recipient's rights under this Agreement shall terminate if it 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 all Recipient's rights under this Agreement terminate, Recipient agrees to cease use and distribution of the Program as soon as reasonably practicable. However, Recipient's obligations under this Agreement and any licenses granted by Recipient relating to the Program shall continue and survive. 6.5 Cadence 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 (including Contributions) 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 (including its Contributions) under the new version. No one other than Cadence has the right to modify this Agreement. 6.6 This Agreement is governed by the laws of the State of California and the intellectual property laws of the United States of America. No party to this Agreement will bring a legal action under this Agreement more than one year after the cause of action arose. Each party waives its rights to a jury trial in any resulting litigation. END OF TERMS AND CONDITIONS Cadence Open Source ver3.0 May 31, 2000