MENTOR GRAPHICS END-USER LICENSE AGREEMENT

IMPORTANT = INFORMATION

USE OF = THIS SOFTWARE=20 IS SUBJECT TO LICENSE RESTRICTIONS. CAREFULLY READ = THIS=20 LICENSE AGREEMENT BEFORE USING THE SOFTWARE. USE OF = SOFTWARE=20 INDICATES YOUR COMPLETE AND UNCONDITIONAL ACCEPTANCE OF THE TERMS AND = CONDITIONS=20 SET FORTH IN THIS AGREEMENT. any ADDITIONAL OR = DIFFERENT=20 pUrchase order terms and conditions SHALL NOT=20 APPLY.

END-USER LICENSE AGREEMENT=20 (=93Agreement=94)

This is a = legal=20 agreement concerning the use of Software (as defined in Section 2) = between the=20 company acquiring the license (=93Customer=94), and the Mentor Graphics = entity that=20 issued the corresponding quotation or, if no quotation was issued, the=20 applicable local Mentor Graphics entity (=93Mentor = Graphics=94). =20 Except for license agreements related to the subject matter of = this=20 license agreement which are physically signed by Customer and an = authorized=20 representative of Mentor Graphics, this Agreement and the applicable = quotation=20 contain the parties' entire understanding relating to the subject matter = and=20 supersede all prior or contemporaneous agreements. If = Customer=20 does not agree to these terms and conditions, promptly return or, if = received=20 electronically, certify destruction of Software and all accompanying = items=20 within five days after receipt of Software and receive a full refund of = any=20 license fee paid.

1.1 =20 To the = extent=20 Customer (or if and as agreed by Mentor Graphics, Customer=92s appointed = third=20 party buying agent) places and Mentor Graphics accepts purchase orders = pursuant=20 to this Agreement (=93Order(s)=94), each Order will constitute a = contract between=20 Customer and Mentor Graphics, which shall be governed solely and = exclusively by=20 the terms and conditions of this Agreement, any applicable addenda and = the=20 applicable quotation, whether or not these documents are referenced on = the=20 Order. Any additional or conflicting terms and = conditions=20 appearing on an Order will not be effective unless agreed in writing by = an=20 authorized representative of Customer and Mentor Graphics.

1.2 =20 Amounts = invoiced=20 will be paid, in the currency specified on the applicable invoice, = within 30=20 days from the date of such invoice. Any past due = invoices=20 will be subject to the imposition of interest charges in the amount of = one and=20 one-half percent per month or the applicable legal rate currently in = effect,=20 whichever is lower. Prices do not include freight, = insurance,=20 customs duties, taxes or other similar charges, which Mentor Graphics = will=20 invoice separately. Unless=20 provided with a certificate of exemption, Mentor Graphics will invoice = Customer=20 for all applicable taxes. Customer will = make all=20 payments free and clear of, and without reduction for, any withholding = or other=20 taxes; any such taxes imposed on payments by Customer hereunder will be=20 Customer=92s sole responsibility. =20 Notwithstanding anything to = the=20 contrary, if Customer appoints a third party to place purchase orders = and/or=20 make payments on Customer=92s behalf, Customer shall be liable for = payment=20 under such orders in the event of default by the third=20 party.

1.3 =20 All = products are=20 delivered FCA factory (Incoterms 2000) except Software delivered = electronically,=20 which shall be deemed delivered when made available to Customer for=20 download. Mentor Graphics retains a security = interest=20 in all products delivered under this Agreement, to secure payment of the = purchase price of such products, and Customer agrees to sign any=20 documents that Mentor Graphics determines to be necessary or convenient = for use=20 in filing or perfecting such security interest. = Mentor=20 Graphics=92 delivery of Software by electronic means is subject to = Customer=92s=20 provision of both a primary and an alternate e-mail = address.

2. =20 GRANT OF=20 LICENSE. =20 The software installed, downloaded, or otherwise acquired by = Customer=20 under this Agreement, including any updates, modifications, revisions, = copies,=20 documentation and design data (=93Software=94) are copyrighted, trade = secret and=20 confidential information of Mentor Graphics or its licensors, who = maintain=20 exclusive title to all Software and retain all rights not expressly = granted by=20 this Agreement. Mentor Graphics grants to Customer, = subject=20 to payment of applicable license fees, a nontransferable, nonexclusive = license=20 to use Software solely: (a) in machine-readable, = object-code form; (b) for Customer=92s internal business purposes;=20 (c) for the term; and (d) on the computer hardware and at the = site=20 authorized by Mentor Graphics. A site is restricted = to a=20 one-half mile (800 meter) radius. =20 Customer=20 may have Software temporarily used by an employee for telecommuting = purposes=20 from locations other than a Customer office, such as the employee's = residence,=20 an airport or hotel, provided that such employee's primary place of = employment=20 is the site where the Software is authorized for use. =20 Mentor = Graphics=92=20 standard policies and programs, which vary depending on Software, = license fees=20 paid or services purchased, apply to the following: (a) relocation = of=20 Software; (b) use of Software, which may be limited, for example, = to=20 execution of a single session by a single user on the authorized = hardware or for=20 a restricted period of time (such limitations may be technically = implemented=20 through the use of authorization codes or similar devices); and (c) = support=20 services provided, including eligibility to receive telephone support, = updates,=20 modifications, and revisions. For the avoidance of = doubt, if=20 Customer requests any change or enhancement to Software, whether in the = course=20 of receiving support or consulting services, evaluating Software or = otherwise,=20 any inventions, product improvements, modifications or developments made = by=20 Mentor Graphics (at Mentor Graphics=92 sole discretion) will be the = exclusive=20 property of Mentor Graphics.

3. =20 ESC=20 SOFTWARE. =20 If Customer purchases a license to use development or prototyping = tools=20 of Mentor Graphics=92 Embedded Software Channel (=93ESC=94), Mentor = Graphics grants to=20 Customer a nontransferable, nonexclusive license to reproduce and = distribute=20 executable files created using ESC compilers, including the ESC run-time = libraries distributed with ESC C and C++ compiler Software that are = linked into=20 a composite program as an integral part of Customer=92s compiled = computer program,=20 provided that Customer distributes these files only in conjunction with=20 Customer=92s compiled computer program. Mentor = Graphics does=20 NOT grant Customer any right to duplicate, incorporate or embed copies = of Mentor=20 Graphics=92 real-time operating systems or other embedded software = products into=20 Customer=92s products or applications without first signing or otherwise = agreeing=20 to a separate agreement with Mentor Graphics for such=20 purpose.

4.1 =20 Portions = or all of=20 certain Software may contain code for experimental testing and = evaluation (=93Beta=20 Code=94), which may not be used without Mentor Graphics=92 explicit=20 authorization. Upon Mentor Graphics=92 authorization, = Mentor=20 Graphics grants to Customer a temporary, nontransferable, nonexclusive = license=20 for experimental use to test and evaluate the Beta Code without charge = for a=20 limited period of time specified by Mentor Graphics. = This=20 grant and Customer=92s use of the Beta Code shall not be construed as = marketing or=20 offering to sell a license to the Beta Code, which Mentor Graphics may = choose=20 not to release commercially in any form.

4.2 =20 If Mentor = Graphics=20 authorizes Customer to use the Beta Code, Customer agrees to evaluate = and test=20 the Beta Code under normal conditions as directed by Mentor=20 Graphics. Customer will contact Mentor Graphics = periodically=20 during Customer=92s use of the Beta Code to discuss any malfunctions or = suggested=20 improvements. Upon completion of Customer=92s = evaluation and=20 testing, Customer will send to Mentor Graphics a written evaluation of = the Beta=20 Code, including its strengths, weaknesses and recommended=20 improvements.

4.3 =20 Customer = agrees that=20 any written evaluations and all inventions, product improvements, = modifications=20 or developments that Mentor Graphics conceived or made during or = subsequent to=20 this Agreement, including those based partly or wholly on Customer=92s = feedback,=20 will be the exclusive property of Mentor Graphics. = Mentor=20 Graphics will have exclusive rights, title and interest in all such=20 property. The provisions of this Subsection = 4.3=20 shall survive termination of this Agreement.

5.1 =20 Customer = may copy=20 Software only as reasonably necessary to support the authorized = use. =20 Each copy must include all notices and legends embedded in = Software and=20 affixed to its medium and container as received from Mentor=20 Graphics. All copies shall remain the property of = Mentor=20 Graphics or its licensors. Customer shall maintain a = record=20 of the number and primary location of all copies of Software, including = copies=20 merged with other software, and shall make those records available to = Mentor=20 Graphics upon request. Customer shall not make = Software=20 available in any form to any person other than Customer=92s employees = and on-site=20 contractors, excluding Mentor Graphics competitors, whose job = performance=20 requires access and who are under obligations of = confidentiality. =20 Customer shall take appropriate action to protect the = confidentiality of=20 Software and ensure that any person permitted access does not disclose = or use it=20 except as permitted by this Agreement. Log files, = data files,=20 rule files and script files generated by or for the Software = (collectively=20 =93Files=94) constitute and/or include confidential information of = Mentor=20 Graphics. Customer may share Files with third parties = excluding Mentor Graphics competitors provided that the confidentiality = of such=20 Files is protected by written agreement at least as well as Customer = protects=20 other information of a similar nature or importance, but in any case = with at=20 least reasonable care. Standard=20 Verification Rule Format (=93SVRF=94) and Tcl Verification Format = (=93TVF=94) mean=20 Mentor Graphics=92 proprietary syntaxes for expressing process=20 rules. Customer=20 may use Files containing SVRF or TVF only = with Mentor=20 Graphics products. Under no = circumstances=20 shall Customer use Software or allow its use for the purpose of = developing,=20 enhancing or marketing any product that is in any way competitive with = Software,=20 or disclose to any third party the results of, or information pertaining = to, any=20 benchmark. Except as otherwise permitted for purposes = of=20 interoperability as specified by applicable and mandatory local law, = Customer=20 shall not reverse-assemble, reverse-compile, reverse-engineer or in any = way=20 derive from Software any source code.

5.2 =20 Customer = may=20 not sublicense, assign or otherwise transfer Software, this Agreement or = the=20 rights under it, whether by operation of law or otherwise (=93attempted=20 transfer=94), without Mentor Graphics=92 prior written consent and = payment of Mentor=20 Graphics=92 then-current applicable transfer charges. = Any=20 attempted transfer without Mentor Graphics=92 prior written consent = shall be a=20 material breach of this Agreement = and may, at=20 Mentor Graphics=92 option, result in the immediate termination of the = Agreement=20 and licenses granted under this Agreement. The terms = of this=20 Agreement, including without limitation the licensing and assignment = provisions,=20 shall be binding upon Customer=92s permitted successors in = interest=20 and assigns.

5.3 =20 The = provisions of=20 this Section 5 shall survive the termination of this=20 Agreement.

6. =20 SUPPORT=20 SERVICES.=20 To=20 the extent Customer purchases support services for Software, Mentor = Graphics=20 will provide Customer with available updates and technical support for = the=20 Software which are made generally available by Mentor Graphics as part = of such=20 services in accordance with Mentor Graphics=92 then current End-User = Software=20 Support Terms located at http://supportnet.mentor.com/about/legal/.

7.1 =20 Mentor = Graphics=20 warrants that during the warranty period its standard, generally = supported=20 Software, when properly installed, will substantially conform to the = functional=20 specifications set forth in the applicable user manual. =20 Mentor Graphics does not warrant that Software will meet = Customer=92s=20 requirements or that operation of Software will be uninterrupted or = error=20 free. The warranty period is 90 days starting on the = 15th day=20 after delivery or upon installation, whichever first occurs. = Customer must notify Mentor Graphics in writing of any = nonconformity=20 within the warranty period. For the avoidance of = doubt, this=20 warranty applies only to the initial shipment of Software under the = applicable=20 Order and does not renew or reset, by way of example, with the delivery = of (a)=20 Software updates or (b) authorization codes or alternate Software under = a=20 transaction involving Software re-mix. This warranty = shall=20 not be valid if Software has been subject to misuse, unauthorized = modification=20 or improper installation. MENTOR GRAPHICS=92 ENTIRE = LIABILITY=20 AND CUSTOMER=92S EXCLUSIVE REMEDY SHALL BE, AT MENTOR GRAPHICS=92 = OPTION, EITHER (A)=20 REFUND OF THE PRICE PAID UPON RETURN OF SOFTWARE TO MENTOR GRAPHICS OR = (B)=20 MODIFICATION OR REPLACEMENT OF SOFTWARE THAT DOES NOT MEET THIS LIMITED=20 WARRANTY, PROVIDED CUSTOMER HAS OTHERWISE COMPLIED WITH THIS=20 AGREEMENT. MENTOR GRAPHICS MAKES NO WARRANTIES WITH = RESPECT=20 TO: (A) SERVICES; (B) SOFTWARE WHICH IS LICENSED AT = NO COST;=20 OR (C) BETA CODE; ALL OF WHICH ARE PROVIDED =93AS IS.=94

7.2 =20 THE = WARRANTIES SET=20 FORTH IN THIS SECTION 7 ARE EXCLUSIVE. = NEITHER=20 MENTOR GRAPHICS NOR ITS LICENSORS MAKE ANY OTHER WARRANTIES EXPRESS, = IMPLIED OR=20 STATUTORY, WITH RESPECT TO SOFTWARE OR OTHER MATERIAL PROVIDED UNDER = THIS=20 AGREEMENT. MENTOR GRAPHICS AND ITS LICENSORS = SPECIFICALLY=20 DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A = PARTICULAR=20 PURPOSE AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY.

8. =20 Limitation=20 of Liability. =20 EXCEPT WHERE THIS EXCLUSION OR RESTRICTION OF LIABILITY WOULD BE = VOID OR=20 INEFFECTIVE UNDER APPLICABLE LAW, IN NO EVENT SHALL MENTOR GRAPHICS OR = ITS=20 LICENSORS BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL = DAMAGES=20 (INCLUDING LOST PROFITS OR SAVINGS) WHETHER BASED ON CONTRACT, TORT OR = ANY OTHER=20 LEGAL THEORY, EVEN IF MENTOR GRAPHICS OR ITS LICENSORS HAVE BEEN ADVISED = OF THE=20 POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL MENTOR = GRAPHICS=92 OR ITS LICENSORS=92 LIABILITY UNDER THIS AGREEMENT EXCEED = THE AMOUNT=20 PAID BY CUSTOMER FOR THE SOFTWARE OR SERVICE GIVING RISE TO THE=20 CLAIM. IN THE CASE WHERE NO AMOUNT WAS PAID, MENTOR = GRAPHICS=20 AND ITS LICENSORS SHALL HAVE NO LIABILITY FOR ANY DAMAGES=20 WHATSOEVER. =20 THE PROVISIONS OF THIS SECTION = 8=20 SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT.

9. =20 Life=20 Endangering Applications. =20 NEITHER MENTOR GRAPHICS NOR ITS LICENSORS SHALL BE LIABLE FOR ANY = DAMAGES=20 RESULTING FROM OR IN CONNECTION WITH THE USE OF SOFTWARE IN ANY = APPLICATION=20 WHERE THE FAILURE OR INACCURACY OF THE SOFTWARE MIGHT RESULT IN DEATH OR = PERSONAL INJURY. =20 THE PROVISIONS OF THIS SECTION = 9=20 SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT.

10. =20 Indemnification.<= SPAN=20 style=3D"FONT-SIZE: 7.5pt; FONT-FAMILY: = 'Arial','sans-serif'"> =20 CUSTOMER AGREES TO INDEMNIFY AND HOLD HARMLESS MENTOR GRAPHICS = AND ITS=20 LICENSORS FROM ANY CLAIMS, LOSS, COST, DAMAGE, EXPENSE OR LIABILITY, = INCLUDING=20 ATTORNEYS=92 FEES, ARISING OUT OF OR IN CONNECTION WITH CUSTOMER=92S USE = OF SOFTWARE=20 AS DESCRIBED IN SECTION 9. =20 THE PROVISIONS OF THIS SECTION 10 SHALL SURVIVE THE=20 TERMINATION OF THIS AGREEMENT.

11.1 =20 Mentor = Graphics will=20 defend or settle, at its option and expense, any action brought against = Customer=20 in the United=20 States, Canada, = Japan, or=20 member state of the European Union which alleges that any standard, = generally=20 supported Software product infringes a patent or copyright or = misappropriates a=20 trade secret in such jurisdiction. Mentor Graphics = will pay=20 any costs and damages finally awarded against Customer that are = attributable to=20 the action. Customer understands and agrees that as=20 conditions to Mentor Graphics=92 obligations under this section Customer = must: (a) notify Mentor Graphics promptly in = writing of=20 the action; (b) provide Mentor Graphics all reasonable information = and=20 assistance to settle or defend the action; and (c) grant Mentor = Graphics=20 sole authority and control of the defense or settlement of the=20 action.

11.2 =20 If a claim = is made=20 under Subsection 11.1 Mentor Graphics may, at its option = and=20 expense, (a) replace or modify Software so that it becomes = noninfringing,=20 or (b) procure for Customer the right to continue using Software, = or=20 (c) require the return of Software and refund to Customer any = license fee=20 paid, less a reasonable allowance for use.

11.3 =20 Mentor = Graphics has=20 no liability to Customer if the claim is based upon: =20 (a) the combination of Software with any product not = furnished by=20 Mentor Graphics; (b) the modification of Software other than by = Mentor=20 Graphics; (c) the use of other than a current unaltered release of=20 Software; (d) the use of Software as part of an infringing process; = (e) a product that Customer makes, uses, or sells; (f) any Beta = Code;=20 (g) any Software provided by Mentor Graphics=92 licensors who do = not provide=20 such indemnification to Mentor Graphics=92 customers; or = (h) infringement by=20 Customer that is deemed willful. In the case of (h), = Customer=20 shall reimburse Mentor Graphics for its reasonable attorney fees and = other costs=20 related to the action.

11.4 =20 THIS = SECTION IS=20 SUBJECT TO SECTION 8 ABOVE AND STATES THE ENTIRE LIABILITY = OF=20 MENTOR GRAPHICS AND ITS LICENSORS AND CUSTOMER=92S SOLE AND EXCLUSIVE = REMEDY WITH=20 RESPECT TO ANY ALLEGED PATENT OR COPYRIGHT INFRINGEMENT OR TRADE SECRET=20 MISAPPROPRIATION BY ANY SOFTWARE LICENSED UNDER THIS = AGREEMENT.

12.1 =20 This = Agreement=20 remains effective until expiration or termination. This Agreement will=20 immediately terminate upon notice if you exceed the scope of license = granted or=20 otherwise fail to comply with the provisions of Sections 2, = 3, or 5. For any other = material=20 breach under this Agreement, Mentor Graphics may terminate this = Agreement upon=20 30 days written notice if you are in material breach and fail to cure = such=20 breach within the 30 day notice period. If a Software = license=20 was provided for limited term use, such license will automatically = terminate at=20 the end of the authorized term.

12.2 =20 Mentor = Graphics may=20 terminate this Agreement immediately upon notice in the event Customer = is=20 insolvent or subject to a petition for (a) the appointment of an = administrator,=20 receiver or similar appointee; or (b) winding up, dissolution or=20 bankruptcy.

12.3 =20 Upon = termination of=20 this Agreement or any Software license under this Agreement, Customer = shall=20 ensure that all use of the affected Software ceases, and shall return it = to=20 Mentor Graphics or certify its deletion and destruction, including all = copies,=20 to Mentor Graphics=92 reasonable satisfaction.

12.4 =20 Termination of this=20 Agreement or any Software license granted hereunder will not affect = Customer=92s=20 obligation to pay for products shipped or licenses granted prior to the=20 termination, which amounts shall immediately be payable at the date of=20 termination.

13. =20 EXPORT. =20 Software is subject to regulation by local laws and United States = government agencies, which prohibit export or diversion of certain = products,=20 information about the products, and direct products of the products to = certain=20 countries and certain persons. Customer agrees that = it will=20 not export Software or a direct product of Software in any manner = without first=20 obtaining all necessary approval from appropriate local and United = States=20 government agencies.

14. =20 U.S. = GOVERNMENT LICENSE=20 RIGHTS. =20 Software was developed entirely at private expense. =20 All Software is commercial computer software within the meaning = of the=20 applicable acquisition regulations. Accordingly, = pursuant to=20 US FAR 48 CFR 12.212 and DFAR 48 CFR 227.7202, use, duplication and = disclosure=20 of the Software by or for the U.S. Government or a U.S. Government = subcontractor=20 is subject solely to the terms and conditions set forth in this = Agreement,=20 except for provisions which are contrary to applicable mandatory federal = laws.

15. =20 THIRD = PARTY=20 BENEFICIARY. =20 Mentor Graphics Corporation, Mentor Graphics (Ireland) Limited, = Microsoft=20 Corporation and other licensors may be third party beneficiaries of this = Agreement with the right to enforce the obligations set forth=20 herein.

16. =20 REVIEW OF = LICENSE=20 USAGE. =20 Customer will monitor the access to and use of = Software. =20 With prior written notice and during Customer=92s normal business = hours,=20 Mentor Graphics may engage an internationally recognized accounting firm = to=20 review Customer=92s software monitoring system and records deemed = relevant by the=20 internationally recognized accounting firm to confirm Customer=92s = compliance with=20 the terms of this Agreement or U.S. or other local export = laws. =20 Such review may include FLEXlm or FLEXnet (or successor product) = report=20 log files that Customer shall capture and provide at Mentor Graphics=92=20 request. Customer shall make records available in = electronic=20 format and shall fully cooperate with data gathering to support the = license=20 review. Mentor Graphics shall bear the expense of any = such=20 review unless a material non-compliance is revealed. = Mentor=20 Graphics shall treat as confidential information all information gained = as a=20 result of any request or review and shall only use or disclose such = information=20 as required by law or to enforce its rights under this = Agreement. =20 The provisions of this section shall survive the termination of = this=20 Agreement.

17. =20 CONTROLLING LAW,=20 JURISDICTION AND DISPUTE RESOLUTION. =20 The owners of the Mentor Graphics intellectual property rights = licensed=20 under this Agreement are located in Ireland and the United = States. =20 To promote consistency around the world, disputes shall be = resolved as=20 follows: This Agreement shall be governed by and = construed=20 under the laws of the State of Oregon, USA, if Customer is located in = North or=20 South America, and the laws of Ireland if Customer is located outside of = North=20 or South America. All disputes arising out of or in = relation=20 to this Agreement shall be submitted to the exclusive jurisdiction of = Portland,=20 Oregon when the laws of Oregon apply, or Dublin, Ireland when the laws = of=20 Ireland apply. Notwithstanding the foregoing, all = disputes in=20 Asia (except for Japan) arising out of or in relation to this Agreement = shall be=20 resolved by arbitration in Singapore before a single arbitrator to be = appointed=20 by the Chairman of the Singapore International Arbitration Centre = (=93SIAC=94) to be=20 conducted in the English language, in accordance with the Arbitration = Rules of=20 the SIAC in effect at the time of the dispute, which rules are deemed to = be=20 incorporated by reference in this section. This = section shall=20 not restrict Mentor Graphics=92 right to bring an action against = Customer in the=20 jurisdiction where Customer=92s place of business is = located. =20 The United Nations Convention on Contracts for the International = Sale of=20 Goods does not apply to this Agreement.

18. =20 SEVERABILITY. =20 If any provision of this Agreement is held by a court of = competent=20 jurisdiction to be void, invalid, unenforceable or illegal, such = provision shall=20 be severed from this Agreement and the remaining provisions will remain = in full=20 force and effect.

19. =20 MISCELLANEOUS. =20 This Agreement contains the parties=92 entire understanding = relating to its=20 subject matter and supersedes all prior or contemporaneous agreements, = including=20 but not limited to any purchase order terms and conditions. =20 Some Software may contain code distributed under a third party = license=20 agreement that may provide additional rights to Customer. =20 Please see the applicable Software documentation for = details. =20 This Agreement may only be modified in writing by authorized=20 representatives of the parties. All notices required = or=20 authorized under this Agreement must be in writing and shall be sent to = the=20 person who signs this Agreement, at the address specified = below. =20 Waiver of terms or excuse of breach must be in writing and shall = not=20 constitute subsequent consent, waiver or excuse.