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²ÝÁñÉçÇø V-SDC Open Source License Agreement

THE ACCOMPANYING FORMAT IS PROVIDED UNDER THE TERMS OF THIS SYNOPSYS V-SDC LICENSE ("AGREEMENT"). ANY USE, REPRODUCTION OR DISTRIBUTION OF THE FORMAT CONSTITUTES RECIPIENT'S ACCEPTANCE OF THIS AGREEMENT.

1. DEFINITIONS
"Contribution" means:
     a) in the case of ²ÝÁñÉçÇø. ("²ÝÁñÉçÇø"), the Original Format, and
     b) in the case of each Contributor,
          i) changes to the Format, and
          ii) additions to the Format;
where such changes and/or additions to the Format originate from and are distributed by that particular Contributor. A Contribution 'originates' from a Contributor if it was made by such Contributor itself or anyone acting on such Contributor's behalf. A Contribution does not include computer code in source or object form.

"Contributor" means ²ÝÁñÉçÇø and any other entity that makes a Contribution or distributes the Format.

"Format" means the Original Format and Contributions.

"Licensed Patents" mean a Contributor's licensable patent claims with at least one element relating to the Format, to the extent that such claims are necessarily infringed by the use or sale of its Contribution alone or as part of the Format.

"Original Format" means the original version of the V-SDC User Guide released by ²ÝÁñÉçÇø accompanying this Agreement.

"Program" means an executable computer program which either (i) accepts input in the Format and uses such input to produce output for implementation or verification of integrated circuits or (ii) produces output in the Format and such output is used for implementation or verification of integrated circuits.

"Recipient" means anyone who receives the Format under this Agreement, including all Contributors.

2. GRANT OF RIGHTS
a. Subject to the terms of this Agreement, each Contributor hereby grants Recipient a non-exclusive, worldwide, royalty-free copyright license to reproduce in electronic or printed media, prepare derivative works of, publicly display, publicly perform, distribute in electronic or printed media the Contribution of such Contributor, if any, on condition that the Recipient uses this license only to develop and/or sell a Program and/or operate a Program as an end user. This license does not provide Recipient a license to reproduce, prepare derivative works of, publicly display, publicly perform, distribute or sublicense other copyrighted works of Contributors.

b. Subject to the terms of this Agreement, each Contributor hereby grants Recipient a non-exclusive, worldwide, royalty-free patent license under that Contributor's Licensed Patents to make, use, sell, offer to sell, import and otherwise transfer the Contribution of such Contributor, if any, on condition that the Recipient uses this license only to develop and/or sell a Program and/or operate a Program as an end user. This patent license shall apply to the combination of the Contribution and the Format 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 scope of a Contributor's Licensed Patents shall be limited solely to the manufacture, use or sale of that Contributor's Contribution alone or as part of the Format. The patent license shall not apply to any other combinations that include the Contribution.

c. Recipient understands that although each Contributor grants the licenses to its Contributions set forth herein, no assurances are provided by any Contributor that the Format 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 Format, it is Recipient's responsibility to acquire that license before distributing the Format.

d. 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.

e. No trademark license is granted herein to use the name V-SDC.

3. REQUIREMENTS
When a Contributor distributes the Format or User Guide, in whole or in part:

     a. it must be made available under this Agreement; and
     b. a copy of this Agreement must be included with each such distribution.

Each Contributor must include the following legends in a conspicuous location in the User Guide as distributed:

Copyright © - [insert date here], ²ÝÁñÉçÇø. and others. All Rights reserved.

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.

4. COMMERCIAL DISTRIBUTION
Commercial distributors of software 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 Format, the Contributor who includes the Format 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 Format 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 Format in or in connection with 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.

For example, a Contributor might include the Format in a commercial product offering, Product X. That Contributor is then a Commercial Contributor. If that Commercial Contributor then makes performance claims, or offers warranties related to Product X, those performance claims and warranties are such Commercial Contributor's responsibility alone. Under this section, the Commercial Contributor would have to defend claims against the other Contributors related to those performance claims and warranties, and if a court requires any other Contributor to pay any damages as a result, the Commercial Contributor must pay those damages.

5. NO WARRANTY
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE FORMAT 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 Format and assumes all risks associated with its exercise of rights under this Agreement, including but not limited to the risks and costs of Format errors, compliance with applicable laws, damage to or loss of data, programs or equipment, and unavailability or interruption of operations.

6. 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 FORMAT OR THE EXERCISE OF ANY RIGHTS GRANTED HEREUNDER, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7. GENERAL
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.

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. In addition, If Recipient institutes patent litigation against any entity (including a cross-claim or counterclaim in a lawsuit) alleging that the Format itself infringes (or that a Program infringes solely as a result of its use of the Format) such Recipient's patent(s), then such Recipient's rights granted under Section 2(b) shall terminate as of the date such litigation is filed.

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 Format as soon as reasonably practicable. However, Recipient's obligations under this Agreement and any licenses granted by Recipient relating to the Format shall continue and survive.

²ÝÁñÉçÇø 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 Format (including Contributions) may always be used and/or 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 Format (including its Contributions) under the new version. No one other than ²ÝÁñÉçÇø has the right to modify this Agreement. Except as expressly stated in Sections 2(a) and 2(b) 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 Format not expressly granted under this Agreement are reserved.

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.