   MENTOR GRAPHICS IS WILLING TO LICENSE THE SOFTWARE ONLY UPON
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   OR OTHER LEGAL ENTITY, YOUR ACCEPTANCE REPRESENTS THAT YOU
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   Sourcery CodeBench Lite License Agreement

   Sourcery CodeBench Lite for ARM EABI is licensed under the
   Mentor Graphics Embedded Software and Hardware License
   Agreement. If you have a separate signed or shrinkwrap
   agreement (as applicable) with Mentor Graphics related to
   your use of Sourcery CodeBench Lite, your order is subject to
   the terms of that agreement. If you do not, the following
   terms apply, unless otherwise specifically agreed to in
   writing by an authorized representative of Mentor Graphics.
   The terms of this Getting Started Guide supplement, but do
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   following terms and conditions conflict with such separate
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   The latest version of the License Agreement is available
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   MENTOR GRAPHICS IS WILLING TO LICENSE THE SOFTWARE ONLY UPON
   THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN
   THIS SOFTWARE LICENSE AGREEMENT. PLEASE READ THE TERMS
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   YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY
   OR OTHER LEGAL ENTITY, YOUR ACCEPTANCE REPRESENTS THAT YOU
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   WHICH CASE "YOU" OR "YOUR" SHALL REFER TO YOUR ENTITY. IF YOU
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   Embedded Software and Hardware License Agreement IMPORTANT
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   EMBEDDED SOFTWARE AND HARDWARE LICENSE AGREEMENT
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   This is a legal agreement concerning the use of Products (as
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    1. Definitions.
         1. "Customer's Product" means Customer's end-user
            product identified by a unique SKU (including any
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            subcontractor on behalf of Customer to end-users or
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         2. "Developer" means a unique user, as identified by a
            unique user identification number, with access to
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         4. "Development Tools" means the software that may be
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         6. "End-User" means Customer's customer;
         7. "Executable Code" means a compiled program
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            processor;
         8. "Hardware" means a physically tangible
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         9. "Linkable Object Code" or "Object Code" means
            linkable code resulting from the translation,
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        10. "Mentor Embedded Linux" or "MEL" means Mentor
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        11. "Open Source Software" or "OSS" means software
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        12. "Processor" means the specific microprocessor to be
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        13. "Products" means Software, Term-Licensed Products
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        14. "Proprietary Components" means the components of the
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        15. "Redistributable Components" means those components
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            Customer's Linkable Object Code developed with the
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        16. "Related SKU" means two or more Customer Products
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            or software content between such Customer Products;
        17. "Software" means software programs, Embedded
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        18. "Source Code" means software in a form in which the
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        19. "Sourcery CodeBench Software" means Mentor Graphics'
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        20. "Sourcery VSIPL++" is Software providing C++ classes
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        21. "Stock Keeping Unit" or "SKU" is a unique number or
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        22. "Subsidiary" means any corporation more than 50%
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        23. "Term-Licensed Products" means Products licensed to
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    2. Orders, Fees and Payment.
         1. To the extent Customer (or if agreed by Mentor
            Graphics, Customer's appointed third party buying
            agent) places and Mentor Graphics accepts purchase
            orders pursuant to this Agreement ("Order(s)"), each
            Order will constitute a contract between Customer
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         2. Amounts invoiced will be paid, in the currency
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         3. All Products are delivered FCA factory (Incoterms
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            Customer for download. Mentor Graphics' delivery of
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    3. Grant of License.
         1. The Products installed, downloaded, or otherwise
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            and confidential information of Mentor Graphics or
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            Software and retain all rights not expressly granted
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            Software as described in the applicable Addenda. The
            limited licenses granted under the applicable
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            Mentor Graphics does NOT grant Customer any right to
            (a) sublicense or (b) use Software beyond the scope
            of this Section without first signing a separate
            agreement or Addenda with Mentor Graphics for such
            purpose.
         2. License Type. The license type shall be identified
            in the applicable Addenda.
              1. Development License: During the Term, if any,
                 Customer may modify, compile, assemble and
                 convert the applicable Embedded Software Source
                 Code into Linkable Object Code and/or
                 Executable Code form by the number of
                 Developers specified, for the Processor(s),
                 Customer's Product(s) and at the Development
                 Location(s) identified in the applicable
                 Addenda.
              2. End-User Product License: During the Term, if
                 any, and unless otherwise specified in the
                 applicable Addenda, Customer may incorporate or
                 embed an Executable Code version of the
                 Embedded Software into the specified number of
                 copies of Customer's Product(s), using the
                 Processor Unit(s), and at the Development
                 Location(s) identified in the applicable
                 Addenda. Customer may manufacture, brand and
                 distribute such Customer's Product(s) worldwide
                 to its End-Users.
              3. Internal Tool License: During the Term, if any,
                 Customer may use the Development Tools solely:
                 (a) for internal business purposes and (b) on
                 the specified number of computer work stations
                 and sites. Development Tools are licensed on a
                 per-seat or floating basis, as specified in the
                 applicable Addenda, and shall not be
                 distributed to others or delivered in
                 Customer's Product(s) unless specifically
                 authorized in an applicable Addenda.
              4. Sourcery CodeBench Professional Edition
                 License: During the Term specified in the
                 applicable Addenda, Customer may (a) install
                 and use the Proprietary Components of the
                 Software (i) if the license is a node-locked
                 license, by a single user who uses the Software
                 on up to two machines provided that only one
                 copy of the Software is in use at any one time,
                 or (ii) if the license is a floating license,
                 by the authorized number of concurrent users on
                 one or more machines provided that only the
                 authorized number of copies of the Software are
                 in use at any one time, and (b) distribute the
                 Redistributable Components of the Software in
                 Executable Code form only and only as part of
                 Customer's Object Code developed with the
                 Software that provides substantially different
                 functionality than the Redistributable
                 Component(s) alone.
              5. Sourcery CodeBench Standard Edition License:
                 During the Term specified in the applicable
                 Addenda, Customer may (a) install and use the
                 Proprietary Components of the Software by a
                 single user who uses the Software on up to two
                 machines provided that only one copy of the
                 Software is in use at any one time, and (b)
                 distribute the Redistributable Component(s) of
                 the Software in Executable Code form only and
                 only as part of Customer's Object Code
                 developed with the Software that provides
                 substantially different functionality than the
                 Redistributable Component(s) alone.
              6. Sourcery CodeBench Personal Edition License:
                 During the Term specified in the applicable
                 Addenda, Customer may (a) install and use the
                 Proprietary Components of the Software by a
                 single user who uses the Software on one
                 machine, and (b) distribute the Redistributable
                 Component(s) of the Software in Executable Code
                 form only and only as part of Customer Object
                 Code developed with the Software that provides
                 substantially different functionality than the
                 Redistributable Component(s) alone.
              7. Sourcery CodeBench Academic Edition License:
                 During the Term specified in the applicable
                 Addenda, Customer may (a) install and use the
                 Proprietary Components of the Software for
                 non-commercial, academic purposes only by a
                 single user who uses the Software on one
                 machine, and (b) distribute the Redistributable
                 Component(s) of the Software in Executable Code
                 form only and only as part of Customer Object
                 Code developed with the Software that provides
                 substantially different functionality than the
                 Redistributable Component(s) alone.
         3. Mentor Graphics may from time to time, in its sole
            discretion, lend Products to Customer. For each
            loan, Mentor Graphics will identify in writing the
            quantity and description of Software loaned, the
            authorized location and the Term of the loan. Mentor
            Graphics will grant to Customer a temporary license
            to use the loaned Software solely for Customer's
            internal evaluation in a non-production environment.
            Customer shall return to Mentor Graphics or delete
            and destroy loaned Software on or before the
            expiration of the loan Term. Customer will sign a
            certification of such deletion or destruction if
            requested by Mentor Graphics.
    4. Beta Code.
         1. Portions or all of certain Products may contain code
            for experimental testing and evaluation ("Beta
            Code"), which may not be used without Mentor
            Graphics' explicit authorization. Upon Mentor
            Graphics' authorization, Mentor Graphics grants to
            Customer a temporary, nontransferable, nonexclusive
            license for experimental use to test and evaluate
            the Beta Code without charge for a limited period of
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            Customer's use of the Beta Code shall not be
            construed as marketing or offering to sell a license
            to the Beta Code, which Mentor Graphics may choose
            not to release commercially in any form.
         2. If Mentor Graphics authorizes Customer to use the
            Beta Code, Customer agrees to evaluate and test the
            Beta Code under normal conditions as directed by
            Mentor Graphics. Customer will contact Mentor
            Graphics periodically during Customer's use of the
            Beta Code to discuss any malfunctions or suggested
            improvements. Upon completion of Customer's
            evaluation and testing, Customer will send to Mentor
            Graphics a written evaluation of the Beta Code,
            including its strengths, weaknesses and recommended
            improvements.
         3. Customer agrees to maintain Beta Code in confidence
            and shall restrict access to the Beta Code,
            including the methods and concepts utilized therein,
            solely to those employees and Customer location(s)
            authorized by Mentor Graphics to perform beta
            testing. Customer agrees that any written
            evaluations and all inventions, product
            improvements, modifications or developments that
            Mentor Graphics conceived or made during or
            subsequent to this Agreement, including those based
            partly or wholly on Customer's feedback, will be the
            exclusive property of Mentor Graphics. Mentor
            Graphics will have exclusive rights, title and
            interest in all such property. The provisions of
            this Subsection 4.3 shall survive termination of
            this Agreement.
    5. Restrictions on Use.
         1. Customer may copy Software only as reasonably
            necessary to support the authorized use, including
            archival and backup purposes. Each copy must include
            all notices and legends embedded in Software and
            affixed to its medium and container as received from
            Mentor Graphics. All copies shall remain the
            property of Mentor Graphics or its licensors. Except
            where embedded in Executable Code form in Customer's
            Product, Customer shall maintain a record of the
            number and location of all copies of Software,
            including copies merged with other software and
            products, and shall make those records available to
            Mentor Graphics upon request. Customer shall not
            make Products available in any form to any person
            other than Customer's employees, authorized
            manufacturers or authorized contractors, excluding
            Mentor Graphics competitors, whose job performance
            requires access and who are under obligations of
            confidentiality. Customer shall take appropriate
            action to protect the confidentiality of Products
            and ensure that any person permitted access does not
            disclose or use Products except as permitted by this
            Agreement. Customer shall give Mentor Graphics
            immediate written notice of any unauthorized
            disclosure or use of the Products as soon as
            Customer learns or becomes aware of such
            unauthorized disclosure or use.
         2. Customer acknowledges that the Products provided
            hereunder may contain Source Code which is
            proprietary and its confidentiality is of the
            highest importance and value to Mentor Graphics.
            Customer acknowledges that Mentor Graphics may be
            seriously harmed if such Source Code is disclosed in
            violation of this Agreement. Except as otherwise
            permitted for purposes of interoperability as
            specified by applicable and mandatory local law,
            Customer shall not reverse-assemble,
            reverse-compile, reverse-engineer or in any way
            derive any Source Code from Products that are not
            provided in Source Code form. Except as embedded in
            Executable Code in Customer's Product and
            distributed in the ordinary course of business, in
            no event shall Customer provide Products to Mentor
            Graphics competitors. Log files, data files, rule
            files and script files generated by or for the
            Software (collectively "Files") constitute and/or
            include confidential information of Mentor Graphics.
            Customer may share Files with third parties,
            excluding Mentor Graphics competitors, provided that
            the confidentiality of such Files is protected by
            written agreement at least as well as Customer
            protects other information of a similar nature or
            importance, but in any case with at least reasonable
            care. Under no circumstances shall Customer use
            Products or allow their use for the purpose of
            developing, enhancing or marketing any product that
            is in any way competitive with Products, or disclose
            to any third party the results of, or information
            pertaining to, any benchmark.
         3. Customer may not assign this Agreement or the rights
            and duties under it, or relocate, sublicense or
            otherwise transfer the Products, whether by
            operation of law or otherwise ("Attempted
            Transfer"), without Mentor Graphics' prior written
            consent, which shall not be unreasonably withheld,
            and payment of Mentor Graphics' then-current
            applicable relocation and/or transfer fees. Any
            Attempted Transfer without Mentor Graphics' prior
            written consent shall be a material breach of this
            Agreement and may, at Mentor Graphics' option,
            result in the immediate termination of the Agreement
            and/or the licenses granted under this Agreement.
            The terms of this Agreement, including without
            limitation the licensing and assignment provisions,
            shall be binding upon Customer's permitted
            successors in interest and assigns.
         4. Notwithstanding any provision in an OSS license
            agreement applicable to a component of the Sourcery
            CodeBench Software that permits the redistribution
            of such component to a third party in Source Code or
            binary form, Customer may not use any Mentor
            Graphics trademark, whether registered or
            unregistered, in connection with such distribution,
            and may not recompile the Open Source Software
            components with the --with-pkgversion or
            --with-bugurl configuration options that embed
            Mentor Graphics' trademarks in the resulting binary.
         5. The provisions of this Section 5 shall survive the
            termination of this Agreement.
    6. Support Services.
         1. Except as described in Sections 6.2, 6.3 and 6.4
            below, and unless otherwise specified in any
            applicable Addenda to this Agreement, to the extent
            Customer purchases support services, Mentor Graphics
            will provide Customer updates and technical support
            for the number of Developers at the Development
            Location(s) for which support is purchased in
            accordance with Mentor Graphics' then-current
            End-User Software Support Terms located at .
         2. To the extent Customer purchases support services
            for Sourcery CodeBench Software, support will be
            provided solely in accordance with the provisions of
            this Section 6.2. Mentor Graphics shall provide
            updates and technical support to Customer as
            described herein only on the condition that Customer
            uses the Executable Code form of the Sourcery
            CodeBench Software for internal use only and/or
            distributes the Redistributable Components in
            Executable Code form only (except as provided in a
            separate redistribution agreement with Mentor
            Graphics or as required by the applicable Open
            Source license). Any other distribution by Customer
            of the Sourcery CodeBench Software (or any component
            thereof) in any form, including distribution
            permitted by the applicable Open Source license,
            shall automatically terminate any remaining support
            term. Subject to the foregoing and the payment of
            support fees, Mentor Graphics will provide Customer
            updates and technical support for the number of
            Developers at the Development Location(s) for which
            support is purchased in accordance with Mentor
            Graphics' then-current Sourcery CodeBench Software
            Support Terms located at .
         3. To the extent Customer purchases support services
            for Sourcery VSIPL++, Mentor Graphics will provide
            Customer updates and technical support for the
            number of Developers at the Development Location(s)
            for which support is purchased solely in accordance
            with Mentor Graphics' then-current Sourcery VSIPL++
            Support Terms located at. .
         4. To the extent Customer purchases support services
            for Mentor Embedded Linux, Mentor Graphics will
            provide Customer updates and technical support for
            the number of Developers at the Development
            Location(s) for which support is purchased solely in
            accordance with Mentor Graphics' then-current Mentor
            Embedded Linux Support Terms located at .
    7. Third Party and Open Source Software. Products may
       contain Open Source Software or code distributed under a
       proprietary third party license agreement. Please see
       applicable Products documentation, including but not
       limited to license notice files, header files or source
       code for further details. Please see and for additional
       rights and obligations governing your use and
       distribution of Open Source Software. Customer agrees
       that it shall not subject any Product provided by Mentor
       Graphics under this Agreement to any Open Source Software
       license that does not otherwise apply to such Product. In
       the event of conflict between the terms of this
       Agreement, any Addenda and an applicable OSS or
       proprietary third party agreement, the OSS or proprietary
       third party agreement will control solely with respect to
       the OSS or proprietary third party software component.
       The provisions of this Section 7 shall survive the
       termination of this Agreement.
    8. Limited Warranty.
         1. Mentor Graphics warrants that during the warranty
            period its standard, generally supported Products,
            when properly installed, will substantially conform
            to the functional specifications set forth in the
            applicable user manual and/or specification. Mentor
            Graphics does not warrant that Products will meet
            Customer's requirements or that operation of
            Products will be uninterrupted or error free. The
            warranty period is 90 days starting on the 15th day
            after delivery or upon installation, whichever first
            occurs. Customer must notify Mentor Graphics in
            writing of any nonconformity within the warranty
            period. For the avoidance of doubt, this warranty
            applies only to the initial shipment of Products
            under an Order and does not renew or reset, for
            example, with the delivery of (a) Software updates
            or (b) authorization codes. This warranty shall not
            be valid if Products have been subject to misuse,
            unauthorized modification or improper installation.
            MENTOR GRAPHICS' ENTIRE LIABILITY AND CUSTOMER'S
            EXCLUSIVE REMEDY SHALL BE, AT MENTOR GRAPHICS'
            OPTION, EITHER (A) REFUND OF THE PRICE PAID UPON
            RETURN OF THE PRODUCTS TO MENTOR GRAPHICS OR (B)
            MODIFICATION OR REPLACEMENT OF THE PRODUCTS THAT DO
            NOT MEET THIS LIMITED WARRANTY, PROVIDED CUSTOMER
            HAS OTHERWISE COMPLIED WITH THIS AGREEMENT. MENTOR
            GRAPHICS MAKES NO WARRANTIES WITH RESPECT TO: (A)
            SERVICES; OR (B) PRODUCTS PROVIDED AT NO CHARGE,
            WHICH ARE PROVIDED "AS IS" UNLESS OTHERWISE AGREED
            IN WRITING.
         2. THE WARRANTIES SET FORTH IN THIS SECTION 8 ARE
            EXCLUSIVE TO CUSTOMER AND DO NOT APPLY TO ANY
            END-USER. NEITHER MENTOR GRAPHICS NOR ITS LICENSORS
            MAKE ANY OTHER WARRANTIES, EXPRESS, IMPLIED, OR
            STATUTORY, WITH RESPECT TO PRODUCTS OR OTHER
            MATERIAL PROVIDED UNDER THIS AGREEMENT. MENTOR
            GRAPHICS AND ITS LICENSORS SPECIFICALLY DISCLAIM ALL
            IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
            PARTICULAR PURPOSE AND NON-INFRINGEMENT OF
            INTELLECTUAL PROPERTY.
    9. LIMITATION OF LIABILITY. EXCEPT WHERE THIS EXCLUSION OR
       RESTRICTION OF LIABILITY WOULD BE VOID OR INEFFECTIVE
       UNDER APPLICABLE LAW, AND EXCEPT FOR EITHER PARTY'S
       BREACH OF ITS CONFIDENTIALITY OBLIGATIONS, CUSTOMER'S
       BREACH OF LICENSING TERMS OR CUSTOMER'S OBLIGATIONS UNDER
       SECTION 10, IN NO EVENT SHALL: (A) EITHER PARTY OR ITS
       RESPECTIVE LICENSORS BE LIABLE FOR INDIRECT, SPECIAL,
       INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST
       PROFITS OR SAVINGS) WHETHER BASED ON CONTRACT, TORT OR
       ANY OTHER LEGAL THEORY, EVEN IF SUCH PARTY OR ITS
       LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH
       DAMAGES; AND (B) EITHER PARTY OR ITS RESPECTIVE
       LICENSORS' LIABILITY UNDER THIS AGREEMENT, INCLUDING, FOR
       THE AVOIDANCE OF DOUBT, LIABILITY FOR ATTORNEYS' FEES OR
       COSTS, EXCEED THE GREATER OF THE FEES PAID OR OWING TO
       MENTOR GRAPHICS FOR THE PRODUCT OR SERVICE GIVING RISE TO
       THE CLAIM OR $500,000 (FIVE HUNDRED THOUSAND U.S.
       DOLLARS). NOTWITHSTANDING THE FOREGOING, IN THE CASE
       WHERE NO AMOUNT WAS PAID, MENTOR GRAPHICS AND ITS
       LICENSORS SHALL HAVE NO LIABILITY FOR ANY DAMAGES
       WHATSOEVER. THE PROVISIONS OF THIS SECTION 9 SHALL
       SURVIVE THE TERMINATION OF THIS AGREEMENT.
   10. Hazardous Applications.
         1. Customer agrees that Mentor Graphics has no control
            over Customer's testing or the specific applications
            and use that Customer will make of Products. Mentor
            Graphics Products are not specifically designed for
            use in the operation of nuclear facilities, aircraft
            navigation or communications systems, air traffic
            control, life support systems, medical devices or
            other applications in which the failure of Mentor
            Graphics Products could lead to death, personal
            injury, or severe physical or environmental damage
            ("Hazardous Applications").
         2. CUSTOMER ACKNOWLEDGES IT IS SOLELY RESPONSIBLE FOR
            TESTING PRODUCTS USED IN HAZARDOUS APPLICATIONS AND
            SHALL BE SOLELY LIABLE FOR ANY DAMAGES RESULTING
            FROM SUCH USE. NEITHER MENTOR GRAPHICS NOR ITS
            LICENSORS SHALL BE LIABLE FOR ANY DAMAGES RESULTING
            FROM OR IN CONNECTION WITH THE USE OF PRODUCTS IN
            ANY HAZARDOUS APPLICATIONS.
         3. CUSTOMER AGREES TO INDEMNIFY AND HOLD HARMLESS
            MENTOR GRAPHICS AND ITS LICENSORS FROM ANY CLAIMS,
            LOSS, COST, DAMAGE, EXPENSE OR LIABILITY, INCLUDING
            REASONABLE ATTORNEYS' FEES, ARISING OUT OF OR IN
            CONNECTION WITH THE USE OF PRODUCTS AS DESCRIBED IN
            SECTION 10.1.
         4. THE PROVISIONS OF THIS SECTION 10 SHALL SURVIVE THE
            TERMINATION OF THIS AGREEMENT.
   11. Infringement.
         1. Mentor Graphics will defend or settle, at its option
            and expense, any action brought against Customer in
            the United States, Canada, Japan, or member state of
            the European Union which alleges that any standard,
            generally supported Product acquired by Customer
            hereunder infringes a patent or copyright or
            misappropriates a trade secret in such jurisdiction.
            Mentor Graphics will pay any costs and damages
            finally awarded against Customer that are
            attributable to the action. Customer understands and
            agrees that as conditions to Mentor Graphics'
            obligations under this section Customer must: (a)
            notify Mentor Graphics promptly in writing of the
            action; (b) provide Mentor Graphics all reasonable
            information and assistance to settle or defend the
            action; and (c) grant Mentor Graphics sole authority
            and control of the defense or settlement of the
            action.
         2. If a claim is made under Subsection 11.1 Mentor
            Graphics may, at its option and expense, and in
            addition to its obligations under Section 11.1,
            either (a) replace or modify the Product so that it
            becomes noninfringing; or (b) procure for Customer
            the right to continue using the Product. If Mentor
            Graphics determines that neither of those
            alternatives is financially practical or otherwise
            reasonably available, Mentor Graphics may require
            the return of the Product and refund to Customer any
            purchase price or license fee(s) paid.
         3. Mentor Graphics has no liability to Customer if the
            claim is based upon: (a) the combination of the
            Product with any product not furnished by Mentor
            Graphics, where the Product itself is not
            infringing; (b) the modification of the Product
            other than by Mentor Graphics or as directed by
            Mentor Graphics, where the unmodified Product would
            not infringe; (c) the use of the infringing Product
            when Mentor Graphics has provided Customer with a
            current unaltered release of a non-infringing
            Product of substantially similar functionality in
            accordance with Subsection 11.2(a); (d) the use of
            the Product as part of an infringing process; (e) a
            product that Customer makes, uses, or sells, where
            the Product itself is not infringing; (f) any
            Product provided at no charge; (g) any software
            provided by Mentor Graphics' licensors who do not
            provide such indemnification to Mentor Graphics'
            customers; (h) Open Source Software, except to the
            extent that the infringement is directly caused by
            Mentor Graphics' modifications to such Open Source
            Software; or (i) infringement by Customer that is
            deemed willful. In the case of (i), Customer shall
            reimburse Mentor Graphics for its reasonable
            attorneys' fees and other costs related to the
            action.
         4. THIS SECTION 11 IS SUBJECT TO SECTION 9 ABOVE AND
            STATES: (A) THE ENTIRE LIABILITY OF MENTOR GRAPHICS
            AND ITS LICENSORS AND (B) CUSTOMER'S SOLE AND
            EXCLUSIVE REMEDY, WITH RESPECT TO ANY ALLEGED PATENT
            OR COPYRIGHT INFRINGEMENT OR TRADE SECRET
            MISAPPROPRIATION BY ANY PRODUCT PROVIDED UNDER THIS
            AGREEMENT.
   12. Termination and Effect of Termination. If a Software
       license was provided for limited term use, such license
       will automatically terminate at the end of the authorized
       Term.
         1. Termination for Breach. This Agreement shall remain
            in effect until terminated in accordance with its
            terms. Mentor Graphics may terminate this Agreement
            and/or any licenses granted under this Agreement,
            and Customer will immediately discontinue use and
            distribution of Products, if Customer (a) commits
            any material breach of any provision of this
            Agreement and fails to cure such breach upon 30-days
            prior written notice; or (b) becomes insolvent,
            files a bankruptcy petition, institutes proceedings
            for liquidation or winding up or enters into an
            agreement to assign its assets for the benefit of
            creditors. Termination of this Agreement or any
            license granted hereunder will not affect Customer's
            obligation to pay for Products shipped or licenses
            granted prior to the termination, which amounts
            shall be payable immediately upon the date of
            termination. For the avoidance of doubt, nothing in
            this Section 12 shall be construed to prevent Mentor
            Graphics from seeking immediate injunctive relief in
            the event of any threatened or actual breach of
            Customer's obligations hereunder.
         2. Effect of Termination. Upon termination of this
            Agreement, the rights and obligations of the parties
            shall cease except as expressly set forth in this
            Agreement. Upon termination or expiration of the
            Term, Customer will discontinue use and/or
            distribution of Products, and shall return Hardware
            and either return to Mentor Graphics or destroy
            Software in Customer's possession, including all
            copies and documentation, and certify in writing to
            Mentor Graphics within ten business days of the
            termination date that Customer no longer possesses
            any of the affected Products or copies of Software
            in any form, except to the extent an Open Source
            Software license conflicts with this Section 12.2
            and permits Customer's continued use of any Open
            Source Software portion or component of a Product.
            Upon termination for Customer's breach, an End-User
            may continue its use and/or distribution of
            Customer's Product so long as: (a) the End-User was
            licensed according to the terms of this Agreement,
            if applicable to such End-User, and (b) such
            End-User is not in breach of its agreement, if
            applicable, nor a party to Customer's breach.
   13. Export. The Products provided hereunder are subject to
       regulation by local laws and United States government
       agencies, which prohibit export or diversion of certain
       products, information about the products, and direct or
       indirect products thereof, to certain countries and
       certain persons. Customer agrees that it will not export
       Products in any manner without first obtaining all
       necessary approval from appropriate local and United
       States government agencies. Customer acknowledges that
       the regulation of product export is in continuous
       modification by local governments and/or the United
       States Congress and administrative agencies. Customer
       agrees to complete all documents and to meet all
       requirements arising out of such modifications.
   14. U.S. Government License Rights. Software was developed
       entirely at private expense. All Software is commercial
       computer software within the meaning of the applicable
       acquisition regulations. Accordingly, pursuant to US FAR
       48 CFR 12.212 and DFAR 48 CFR 227.7202, use, duplication
       and disclosure of the Software by or for the U.S.
       Government or a U.S. Government subcontractor is subject
       solely to the terms and conditions set forth in this
       Agreement, except for provisions which are contrary to
       applicable mandatory federal laws.
   15. Third Party Beneficiary. For any Products licensed under
       this Agreement and provided by Customer to End-Users,
       Mentor Graphics or the applicable licensor is a third
       party beneficiary of the agreement between Customer and
       End-User. Mentor Graphics Corporation, Mentor Graphics
       (Ireland) Limited, and other licensors may be third party
       beneficiaries of this Agreement with the right to enforce
       the obligations set forth herein.
   16. Review of License Usage. Customer will monitor the access
       to and use of Software. With prior written notice, during
       Customer's normal business hours, and no more frequently
       than once per calendar year, Mentor Graphics may engage
       an internationally recognized accounting firm to review
       Customer's software monitoring system, records, accounts
       and sublicensing documents deemed relevant by the
       internationally recognized accounting firm to confirm
       Customer's compliance with the terms of this Agreement or
       U.S. or other local export laws. Such review may include
       FlexNet (or successor product) report log files that
       Customer shall capture and provide at Mentor Graphics'
       request. Customer shall make records available in
       electronic format and shall fully cooperate with data
       gathering to support the license review. Mentor Graphics
       shall bear the expense of any such review unless a
       material non-compliance is revealed. Mentor Graphics
       shall treat as confidential information all Customer
       information gained as a result of any request or review
       and shall only use or disclose such information as
       required by law or to enforce its rights under this
       Agreement. Such license review shall be at Mentor
       Graphics' expense unless it reveals a material
       underpayment of fees of five percent or more, in which
       case Customer shall reimburse Mentor Graphics for the
       costs of such license review. Customer shall promptly pay
       any such fees. If the license review reveals that
       Customer has made an overpayment, Mentor Graphics has the
       option to either provide the Customer with a refund or
       credit the amount overpaid to Customer's next payment.
       The provisions of this Section 16 shall survive the
       termination of this Agreement.
   17. Controlling Law, Jurisdiction and Dispute Resolution.
       This Agreement shall be governed by and construed under
       the laws of the State of California, USA, excluding
       choice of law rules. All disputes arising out of or in
       relation to this Agreement shall be submitted to the
       exclusive jurisdiction of the state and federal courts of
       California, USA. Nothing in this section shall restrict
       Mentor Graphics' right to bring an action (including for
       example a motion for injunctive relief) against Customer
       or its Subsidiary in the jurisdiction where Customer's or
       its Subsidiary's place of business is located. The United
       Nations Convention on Contracts for the International
       Sale of Goods does not apply to this Agreement.
   18. Severability. If any provision of this Agreement is held
       by a court of competent jurisdiction to be void, invalid,
       unenforceable or illegal, such provision shall be severed
       from this Agreement and the remaining provisions will
       remain in full force and effect.
   19. Miscellaneous. This Agreement contains the parties'
       entire understanding relating to its subject matter and
       supersedes all prior or contemporaneous agreements,
       including but not limited to any purchase order terms and
       conditions. This Agreement may only be modified in
       writing, signed by an authorized representative of each
       party. Waiver of terms or excuse of breach must be in
       writing and shall not constitute subsequent consent,
       waiver or excuse.

   Rev. 120305, Part No. 252061
