AGREEMENT

THIS AGREEMENT made and entered into on the fourteenth day of September, 1992

BY AND BETWEEN

NORTHERN TELECOM LIMITED, a corporation duly incorporated under the laws of Canada, having its executive offices at 3 Robert Speck Parkway, Mississauga, Ontario, Canada,

(hereinafter called Northern Telecom)

AND:

LV SOFTWARE, INC., a California corporation having its principal offices at 755 Page Mill Road, Palo Alto, California, 94304,

(hereinafter called Licensee)

WHEREAS Northern Telecom has developed, and has the right to license, software programs, known as the Design For Testability tool suite (DFT); and

WHEREAS Northern Telecom is prepared to license and to grant the use of the Design For Testability tool suite (DFT) and the right to sub-license on a commercial basis under the provisions of this Agreement.

NOW, THEREFORE, THIS AGREEMENT WITNESSETH THAT, IN CONSIDERATION OF THE MUTUAL PROMISES HEREINAFTER SET FORTH, THE PARTIES AGREE AS FOLLOWS:

ARTICLE 1

DEFINITIONS

As used herein, unless otherwise defined:

(a) Affiliate shall mean a company which a Party hereto, or its parent, effectively controls, directly or indirectly, other than a Subsidiary, through the ownership or control of shares in the company;

(b) Associated Utilities shall mean the software elements, cells, or models described in Schedule C attached hereto and forming a part hereof;

(c) Derivative Works shall mean any software produced by Licensee incorporating all or a portion of the Licensed Product;

(d) Documentation shall mean those documents and other written materials related to the Licensed Product, as described in and subject to certain conditions outlined in Schedule B attached hereto and forming a part hereof;

-1-

(e) Distributor shall mean any person to whom Licensee provides the Licensed Product for sublicensing to End-Users;

(f) Effective Date shall mean the date first above mentioned;

(g) End-Users shall mean all persons or companies, other than Northern Telecom, its Affiliates, Subsidiaries and Manufacturing Licensees, which acquire, directly from Licensee or indirectly through a Distributor, the right to use a Licensed Product or Derivative Works, as contemplated in this Agreement;

(h) Licensed Product shall mean the Design for Testability tool suite (DFT) and any portion or modification thereof, as described in and subject to certain conditions identified in Schedule A attached hereto and forming a part hereof;

(i) Manufacturing Licensee shall mean a third party with whom Northern Telecom or any of its Affiliates or Subsidiaries has entered into an agreement permitting such third party to make and sell or lease products based on products designed by or for and sold or leased by Northern Telecom, its Affiliates, or Subsidiaries;

(j) Subsidiary shall mean a company which a Party hereto effectively owns or controls, and continues to own or control, directly or indirectly, more than fifty percent (50%) of the voting stock or shares.

ARTICLE 2

LICENSE

Northern Telecom hereby, as of the Effective Date, grants to Licensee subject to the terms and conditions of this Agreement personal, non-exclusive, non-transferable, non-assignable, indivisible, worldwide rights and license:

(i) to use, copy, translate, improve, enhance, and modify the Licensed Product object code and source code, to merge or have merged such translations, modifications, improvements or enhancements into other programming material, to sub-license and distribute object code versions of Licensed Product or Derivative Works to End-Users, to copy, translate and modify the Documentation and to use, sell or distribute copies of such Documentation;

(ii) to appoint and to sub-license Distributors to sublicense for use and to distribute to End-Users object code versions of Licensed Product or Derivative Works under terms and conditions no less stringent than those set out in this Agreement; and

(iii) to place Licensed Product arid Derivative Works source code in escrow for the benefit of End-Users and Distributors and grant source code licenses to such End-Users and Distributors pursuant to which, in the event of a bankruptcy or similar proceeding against Licensee or in the event of termination of this Agreement and the refusal of Northern Telecom to assume Licensees support obligations, such End-User or

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC