hitkit License Agreement: ams / LICENSEE

hitkit License Agreement

(Licensee)

ams AG

Schloss Premstaetten

Tobelbader Strasse 30

8141 Unterpremstaetten

Austria

hereinafter referred to as "Licensor"

agrees to grant

hereinafter referred to as "Licensee"

agrees to accept on the following terms and conditions a non-exclusive and non-transferable right and license to use the hitkit Software and Libraries, further called "Licensed Program".

1Duration

This Agreement is valid for one year from date of Licensee's signature and will be renewed automatically for subsequent periods of one year. This agreement can be canceled by either partyif done in writing at least three months prior to the renewal date (month and day of Licensee's signature of this Agreement).

2License

Under this license, Licensee will receiveLicensed Program as well as any updates and enhancements for the sole purpose of designing integrated circuits to be fabricated by or on behalf of the Licensor.

Licensee may make multiple copies of Licensed Program, for the sole purpose of backup or archive, provided (i) all such copies are kept in the possession of Licensee at all times, (ii) Licensee keeps records available to Licensor of the location of such copies, and (iii) Licensee undertakes to incorporate in each copy the proprietary rights legend and copyright notice.

Licensee accepts that no right to reproduce the Licensed Program in whole or in part or to make it available to any third party is granted except as herein expressly provided. Also, Licensee may not modify, revise or otherwise alter Licensed Program.

The Licensed Program, all associated documentation, and all copies are secret and confidential to Licensor and shall be retained under the effective control of Licensee during the period of this license.

Licensee shall take all measures necessary to maintain confidentiality and secrecy in Licensed Program during the period of this Agreement and after its termination, however such termination may arise.

3No Implied Offer

The usage of Licensor’s design kits and/or libraries or the participation on Multi Product Wafer runs shall not be regarded as an implied offer by Licensor to subsequently manufacture such integrated circuits.

Each integrated circuit which is planned for production requires an official quotation by Licensor.

4Ownership

Subject to the rights granted to Licensee by this Agreement, Licensee acknowledges that all and any proprietary rights in Licensed Program (including but not limited to copyrights, patents, trademarks and trade secrets) and in all associated documentation and other material related to Licensed Program in each case now existing or to be developed by Licensor shall be and remain the sole property of Licensor.

Licensee further acknowledges that Licensor owns all copies of Licensed Program. This License does not give Licensee title or ownership rights in the Licensed Program, and all rights in mask work to any semiconductor chip product derived therefrom are and shall remain the property of Licensorexcept to the extent that such mask work comprises semiconductor chip design data provided by the Licensee, in which case such data remains the property of Licensee.

5Warranty

Licensor warrants that it has the right to grant the license specified hereunder. Licensor makes no further warranty for Licensed Programs which are provided solely on an "AS IS" basis.

6Cancellation

Cancellations have to be in writing and addressed to ams AG, DivisionFull Service Foundry, attn. Administration, Schloss Premstaetten, Tobelbader Strasse 30, 8141 Unterpremstaetten, Austria.

On expiry, surrender or other termination of this Agreement, however such termination may arise, the Licensee shall cease to load, store, copy or use Licensed Program, shall delete Licensed Program from the processing unit and at Licensor's option shall either surrender Licensed Program and all documentation and other related materials to Licensor or shall destroy Licensed Program with all documentation and other related materials and deliver to Licensor. The Licensee shall continue, after termination of this Agreement, to observe and enforce confidentiality and secrecy with respect to the Licensed Program and its documentation and related materials in accordance with this Agreement.

7Confidentiality

7.1Understanding of the Parties

Each party acknowledges that the information disclosed in connection with any transactions contemplated hereunder contains the confidential information and trade secrets of Licensor and Licensee, respectively, and is the property of the disclosing party. Such information shall be referred to collectively, for purposes of this Article 7, as “Confidential Information.”

7.2Markings

Each party shall mark or otherwise indicate prominently any written or other tangible form of information which it deems “Confidential Information” hereunder. “Confidential Information” which is orally disclosed shall be reduced to writing (and similarly marked) by the disclosing party within thirty (30) days after the date of disclosure.

7.3Non-Disclosure and Non-Use

A party receiving Confidential Information shall take all reasonable measures to keep and hold any such Confidential Information in strict confidence as it would for its own confidential information and shall not disclose it to any other person, firm, or corporation, without the prior written consent of the party disclosing such Confidential Information. A party receiving Confidential Information shall not, except as may be authorized hereafter in writing by the disclosing party, use any Confidential Information for any other purpose than those expressly stated in this Agreement.

7.4Need-To-Know Restriction

A party receiving Confidential Information shall limit dissemination of and access to any Confidential Information to those personnel of the receiving party who have a good faith need for such access to effectuate the purpose of this Agreement.

7.5Exemptions

The obligations of the receiving party described in this Article 7shall terminate seven (7) years from the date of receipt of the respective Confidential Information from the disclosing party, provided, that neither party shall have any obligation to the other party with respect to any Confidential Information or any portion hereof which:

a)is already known to the receiving party at the time of receiving same, as shown by the receiving party’s files and records, which exists at the time of disclosure;

b)is or hereafter becomes publicly known through no wrongful act of the receiving party;

c)is rightfully received from a third party without restriction on disclosure and without breach of this Agreement;

d)is now or hereafter independently developed by the receiving party and without reliance in any degree upon any Confidential Information;

e)is furnished by the disclosing party to a third party without any restriction upon disclosure comparable to that set forth in this Agreement; or

f)to the extent disclosed pursuant to a requirement of a governmental agency or law, provided that the receiving party provides prompt written notice of such requirement so as to afford the disclosing party an opportunity to intervene and prevent the disclosure.

With respect to Paragraph (d) above, if the receiving party owns or acquires the information independently developed, it shall so notify the disclosing party in writing within six (6) months after the date of receipt of the respective Confidential Information concerned and provide to the disclosing party reasonable evidence of such independent development.

7.6Injunctive Relief

The parties agree that any material breach of this Article 7 will cause irreparable injury and that injunctive relief in a court of competent jurisdiction will be appropriate to prevent either an initial or continuing breach of such nondisclosure and confidentiality provisions herein in addition to any other relief to which the owner of such Confidential Information may be entitled.

8Severability

In the event of any conflict between this Agreement and any other contractual terms between the parties, the terms of this Agreement shall prevail. Should any provision of this Agreement contravene compulsory regulations and become null and void as a result, the validity of the remaining provisions of the Agreement shall remain unaffected. The Parties shall in this case replace the ineffective provisions with such provisions which, while being enforceable, most closely reflect the original intention of the Agreement. Should any provisions of this Agreement contravene another Agreement between the Parties and become ineffective as a result, the remaining provisions of this Agreement shall remain unaffected.

9Modification of Agreement

It is agreed between the Parties that no amendment, deletion from or addition to this Agreement shall be valid unless made in writing and expressed to be supplemental to the agreement.

10Language of Agreement

It is agreed between the Parties that only the English language is valid for this Agreement or its appendices irrespective whether translations into other languages wholly or in part have been made or used for convenience during the establishment and execution of this Agreement.

11Terms of Trade

Insofar as they are not inconsistent with this Agreement, Licensor's General Terms of Trade (Attachment A, available at shall apply.

12Jurisdiction and applicable Law

This Agreement is made under, and will be construed according to the laws of Austria. Any disputes arising out of or in connection with this Agreement shall be settled in compliance with the Rules of Conciliation and Arbitration of the International Chamber of Commerce (ICC) Paris by one arbitrator appointed according to said rules. The arbitration proceedings shall be held in Vienna, Austria. The language of the Arbitration shall be English.

This contract forms the entire Agreement between Licensee and Licensor concerning the Licensed Program and supersedes all previous communications on the subject matter.

ams AG
Name: / Name:
Position: / being duly authorised on behalf of the party to execute this Agreement / Position: / being duly authorised on behalf of the party to execute this Agreement
Signature: / Signature:
Date: / Date:

Attachment “A” - General Terms of Tradeofams AG

1. General: The terms contained herein apply to all deliveries made and services rendered by ams. Any changes in or amendments to these terms shall only become effective after having been officially agreed to in writing by ams. "Affiliate" shall mean a corporation, company or other entity, which directly or indirectly (i) is controlled by ams or (ii) controls ams. For this purpose “control” means that more than fifty percent (50%) of controlled shares of such corporation, company or other entity or ownership interest representing the right to make decisions for such corporation, company or other entity are owned or controlled, directly or indirectly, by the controlling corporation, company or other entity. Such corporation, company or other entity shall be deemed to be a Affiliate only so long as such ownership or control exists.

2. Acceptance: All quotations made by ams are binding within their binding period. All purchase orders placed with ams or any of its branch offices shall only become effective upon written acknowledgement by ams which results in a delivery contract to which the General Terms of Trade of ams shall apply. Such delivery contract explicitly precludes the application of any terms and conditions of purchase contained in purchase order forms or other correspondence of Buyer.

3. Prices: The prices quoted in the acknowledgement of purchase order are generally understood to be in EURO. In case of quotations and acknowledgements of purchase orders in foreign currency, the prices shall be bound to the respective foreign currency only as long as the exchange rate of same in relation to the EURO has not changed by more than ±5 % between the date of acknowledgement of purchase order and the date of delivery. ams reserves the right, in case of variations by more than ±5 %, to fix a new price according to the change in the exchange rate for the deliveries outstanding at the moment of such change.

4. Conditions of Delivery: ams reserves the right to effect part shipments and to submit invoices for partial shipments. All prices are understood to be either FCA (Graz, Austria), FCA (Manila, Philippines) or FCA (place of delivery determined by supplier as appropriate) in accordance with Incoterms 2010, excluding customs duties and taxes, but including packing. For all products specially developed for Buyer ams reserves the right to ship a quantity which is within ±10 % of the total quantity ordered. Buyer will be charged for the actual quantity delivered.

5. Terms of Payment: Invoices have to be paid net within 30 days, as of date of invoice. The non- compliance with the terms of payment or any circumstances reducing Buyer's credit- worthiness which become known to ams only after entering into the contract may entail the immediate falling due of all payments outstanding and entitle ams, with a reasonable respite, to withdraw from the contract. Payments overdue shall be charged subsequently with past-due interest of

1.25 % per month, as of the first day of their falling overdue. ams reserves the

right to change credit or payment terms at any time in case Buyer´s financial condition or Buyer´s payment record does not justify terms of payment specified herein.

6. Time of Delivery, Change of Purchase Order: The times of delivery indicated in the acknowledgement of purchase order are not binding. There shall be no unilateral right of rescission for an acknowledged purchase order by Buyer. Any claims for damages caused bydelayed delivery, short delivery, or non-delivery are excluded. Unforeseeable events incurred through no fault of ams or extraordinary events at ams or its subcontractors or other impediments impossible for ams to foresee shall entitle ams to defer the date of delivery for a period equal to the time lost by reason of such event or impediment. In any case Buyer shall be obliged to purchase all products already finished or begun in consequence of the purchase order placed. Notwithstanding ams may enforce subsequent charges or claims for damages caused by reduced purchase quantity.

7. Reservation of Proprietary Rights: Until complete payment of all invoices the products shall remain the property of ams. Buyer does not acquire any proprietary rights by incorporating the products into other devices. Any processing of the products delivered by ams is done on behalf of ams. If Buyer incorporates the products into outside goods, ams shall become co-owner of the new goods created, and this according to the proportion of the values of its products to those of the outside products jointly used. Until revoked, Buyer shall be entitled to resell, under reservation of the proprietary rights, the goods delivered or products created by their processing within the frame- work of his regular business activity. Until complete payment of the purchase price Buyer shall cede all claims due to him as a result of such resale to ams, in the amount of the value of the products, delivered to ams. Until revoked, Buyer shall be entitled and obliged to collect the claims ceded. ams shall be entitled to secure the property under reservation if Buyer does not comply with his contractual obligations, in particular if he handles the property under reservation in an improper manner or comes in default with payment of purchase price. Execution of restitution and securing shall not be deemed a rescission of the contract and shall not revoke Buyer's obligations, in particular payment of purchase price.

8. Patent Rights and Copyrights: Buyer shall hold ams harmless against any expense or loss resulting from the infringement of patent rights or copyrights and arising from compliance with Buyer's designs, specifications, or instructions. By selling a product to Buyer, ams shall in no case convey any patent right to Buyer. ams agrees to hold Buyer harmless if any claims resulting from the infringement of a patent tight or copyright applicable in Austria are being asserted against Buyer and if Buyer has notified ams promptly in writing of such assertion. ams reserves the right to choose appropriate means of defense, including settlements out of court. Should it not be possible for Buyer to use the products under reasonable circumstances, ams' liability shall be limited to either changing or replacing the product so that it constitutes no infringement of patent rights or, at its discretion, taking back products not yet incorporated and refunding the purchase price. ams shall not be liable for any claims founded on an infringement of patent rights arising from a use of the product contrary to the terms of the contract.

9. Software: For software programs, pertaining documents, and all subsequent additions, Buyer shall have a nonexclusive and non-transferable right of use with the products for which such software programs have been delivered unless otherwise provided in a software license agreement between ams and Buyer. All other rights shall remain with ams or the program author respectively. Buyer has to guarantee that these programs, documents, and subsequent additions are not accessible to third parties or third countries without ams’ express consent. Buyer shall not, under any circumstances reverse engineer, reverse compile, decompile, decrypt or disassemble the software, in whole or in part, except to the extent expressly authorized by ams.

10. Trade Acceptance: The products delivered have to be taken over by Buyer, even if they have insignificant defects. The acceptance test shall be carried out by Buyer within 14 days, as of date of delivery. Should the take-over be delayed by reason of circumstances outside ams' responsibility, the written communication of readiness for dispatch by ams to Buyer shall be considered the date of delivery. In default of any written communication of inability to take delivery by Buyer within the time for taking delivery, the products shall be deemed accepted. The criteria for acceptance or refusal shall be, in case of products specially developed for Buyer, the specifications or test conditions jointly agreed upon or, in case of standard products, the data sheets issued by ams effective at the moment of placing of purchase order.

11. Warranty: ams warrants that the products will be free from defects in material and workmanship under normal use in conformity with the terms of the contract. ams' obligations under this warranty shall be discharged, at its option, by repairing, replacing, or giving credit for defective products. Buyer has to grant ams a reasonable period for removing the defects; if Buyer refuses to grant such period, ams shall be released from warranty. The period of warranty is 24 months (except for software products), as of the acceptance of the products by Buyer (see clause 10). Buyer has to give ams notice of defects, in writing and stating sufficient reasons, immediately but within 30 days as of delivery of products at the latest. Any defects that could not be detected within that period in spite of careful examination must be communicated to ams, in writing and stating sufficient reasons, immediately after becoming known. In default of such immediate communication, any warranty shall be excluded. The warranty shall be ruled out if the products, after their acceptance, are handled in an improper manner, are defective due to misuse, neglect or accident or are handled not in conformity with the instructions recommended by ams. No warranty shall apply to any products which have been modified or altered by persons other than ams’ authorized personnel or have been received from any source other than ams or its authorized resellers. Returns shall only be accepted after previous consent by ams and shall be accompanied by an ams` Return Material Authorization (RMA) number obtained from ams. For return shipment buyer shall use ams' original packing in order to avoid any damage of the products. In case of warranty claim ams shall bear the transportation cost. A case of warranty shall not prolong the initial period of warranty of 24 months. In case of unjustified complaints Buyer shall reimburse ams for all expenses arising from such complaints. Any claims of Buyer beyond the obligations under this warranty are excluded. If the products contain software, ams warrants that the software will not fail to meet its programming specification and workmanship at the time of delivery when properly installed and used on the hardware defined by ams. ams does not warrant that the software meets requirements specified by Buyer, is error- free or without interruption. No warranty applies for defects that appear due to e.g. incorrect storage of data medium, supplementary installation of other outside software, operating system modifications or hardware modifications or similar events. The warranty for software and for Updates/Upgrade of existing Software or parts of it is limited to a period of 3 months.