REFERENCE CODE SOFTWARE LICENSE AGREEMENT

PURPOSE: MOSYS IS LICENSING THIS REFERENCE CODE ON AN "AS-IS" BASIS FOR THE SOLE PURPOSE OF ENABLING THE LICENSEE TO DEVELOP THEIR OWN CODE FOR USE WITH MOSYS DEVICES OR OTHER DEVICES.

IMPORTANT-READ CAREFULLY BEFORE DOWNLOADING OR USING THE DELIVERABLES: IF YOU ARE ACCESSING THE DELIVERABLES (AS DEFINED BELOW) FOR THE BENEFIT OF AN ENTITY (E.G., A CORPORATION, PARTNERSHIP OR COMPANY), THIS AGREEMENT IS BETWEEN SUCH ENTITY ("LICENSEE" OR "YOU") AND MOSYS, INC. ("LICENSOR" OR "MOSYS") (YOU AND MOSYS REFERRED TO INDIVIDUALLY AS A "PARTY" AND COLLECTIVELY AS THE "PARTIES"). BY INSTALLING, COPYING, ACCESSING, OR OTHERWISE USING THE DELIVERABLES, LICENSEE ACKNOWLEDGES THAT LICENSEE HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY THE TERMS OF THIS AGREEMENT UNLESS LICENSEE HAS SIGNED A SEPARATE LICENSE AGREEMENT WITH AN AUTHORIZED REPRESENTATIVE OF LICENSOR PERTAINING TO THE DELIVERABLES. FOR GOOD AND VALUABLE CONSIDERATION, THE RECEIPT OF WHICH IS HEREBY ACKNOWLEDGED, THE DELIVERABLES ARE LICENSED TO LICENSEE UNDER THIS AGREEMENT, NOT SOLD. THE DELIVERABLES ARE DEEMED TO BE ACCEPTED ON DELIVERY OR DOWNLOAD AS APPLICABLE. IF LICENSEE DOES NOT ACCEPT AND AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, LICENSEE MUST NOT INSTALL, COPY, ACCESS OR OTHERWISE USE THE DELIVERABLES OR ANY PORTION THEREOF, MUST DELETE OR UNINSTALL ALL COPIES OF THE DELIVERABLES THAT MAY HAVE BEEN INSTALLED BY OR FOR LICENSEE.

1. Definitions. The following definitions shall apply to this Agreement:

1.1.	“Contractor” means a person, company or other entity that provides design, testing, or integration services for Licensee solely for implementation of the Deliverables with Mosys Devices or other devices; and is subject to a written agreement with restrictions on use of the Deliverables that are similar to and no less restrictive than the terms and conditions contained herein.
1.2.	“Deliverables” means the Reference Code provided to Licensee by MoSys and any test benches, vectors, and/or product or user documentation (if applicable) provided therewith. This Agreement does not include and MoSys shall have no obligation to provide any support, updates, upgrades or enhancements to the Deliverables.
1.3.	“Licensee Products” means the products developed by or on behalf of Licensee using the Deliverables.
1.4.	“MoSys Device(s)” means field programmable gate arrays, complex programmable logic devices, structured application specific integrated circuit devices, and/or any other semiconductor devices designed, developed or manufactured by or on behalf of MoSys.
1.5.	"Reference Code" means one or more hardware reference files or examples in source code or encrypted source code format (including simulation models (VHDL and Verilog HDL)), each designed to implement a specific logic function for use or compatibility with a MoSys Device.

2. License Grant and Restrictions.

2.1.	If you are accessing the Deliverables for the benefit of an entity, you represent and warrant that you are authorized to contractually bind (whether as an employee, contractor or agent) the Licensee. Licensor hereby grants to Licensee a non-exclusive, non-transferable, limited, non-sublicenseable (except as expressly set forth herein), perpetual (unless terminated as expressly set forth herein), royalty-free, world-wide license to use the Deliverables solely for the purposes and as described in this Section 2, provided Licensee complies with all terms and conditions of this Agreement.
2.2.	Licensee may: (a) use and copy the Deliverables for implementation in Licensee Products; (b) in the event the Deliverables are provided in source code format, modify and create derivative works, in whole or in part, of the Deliverables for implementation in Licensee Products; (c) sublicense all of the above rights to Contractors; (d) manufacture or have manufactured, market or have marketed, distribute or have distributed, sell or have sold the Deliverables solely as implemented in Licensee Products (and not on a stand-alone basis under any circumstances); and (e) copy the Deliverables for back-up or archival purposes.
2.3.	Except as expressly permitted in this Agreement, Licensee may not: (i) copy the Deliverables; (ii) modify, alter, create derivative works of, derive the source code of, reverse engineer, decompile or disassemble the Deliverables, except to the extent such restrictions cannot be enforced as a matter of mandatory law; (iii) rent, lease, sublicense,distribute, or directly or indirectly transfer or disclose any portion of the Deliverables to any third party; and/or (iv) remove, obscure, or deface any intellectual property or confidentiality legends of Licensor.
2.4.	Except for the express licenses granted in this Section 2, no other licenses are granted by implication, estoppel, or otherwise, and all rights not expressly granted are reserved by Licensor. Licensor and its suppliers retain ownership of the Deliverables, including any enhancements, corrections, improvements, modified versions, or derivative works thereof created by or for Licensor solely or jointly with Licensee, and all copies made by Licensee, and all intellectual property rights therein. Subject to the foregoing sentence, if Licensee is provided the Deliverables in source code format and Licensee independently modifies the Deliverables, then Licensee will own all intellectual property rights in any such modification.
2.5.	Licensee recognizes that MoSys is or may in the future independently develop for commercial use products that may be complementary to or competitive with Licensee's products. Nothing in this Agreement shall limit MoSys' independent development and marketing of any products or systems. This Agreement shall not prevent MoSys from undertaking discussions with third parties, including competitors of Licensee.

3. Warranties.

3.1.

THE DELIVERABLES PROVIDED HEREIN ARE LICENSED ON AN "AS-IS," "WHERE IS" BASIS. NO WARRANTIES OR GUARANTEES, EITHER EXPRESS OR IMPLIED, ARE MADE WITH RESPECT TO THE DELIVERABLES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, WHETHER ARISING BY STATUTE, CUSTOM, COURSE OF DEALING OR TRADE USAGE, WITH RESPECT TO THE DELIVERABLES OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT. EXCEPT AS OTHERWISE PROVIDED UNDER THIS AGREEMENT, LICENSEE ASSUMES THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE DELIVERABLES AND ANY DESIGN OR PRODUCT IN WHICH THE DELIVERABLES MAY BE USED, INCLUDING, WITHOUT LIMITATION, ANY LICENSEE PRODUCTS. SHOULD THE DELIVERABLES PROVE DEFECTIVE, NEITHER MOSYS NOR ITS AUTHORIZED DISTRIBUTORS OR REPRESENTATIVES ASSUME LIABILITY FOR ANY COST OF ANY NECESSARY REPAIR OR CORRECTION. SOME STATES/JURISDICTIONS DO NOT ALLOW THE FOREGOING LIMITATIONS, SO THE FOREGOING MAY NOT APPLY TO YOU.

3.2.

Licensee warrants that all entities and individuals that install, copy, access, modify or otherwise use the Deliverables as a result of Licensee's installing or receiving the Deliverables shall abide by the provisions of this Agreement. Licensee will promptly notify Licensor if Licensee becomes aware of any unauthorized use of the Deliverables or other violation of this Agreement.

4. Term and Termination.

4.1.	This Agreement shall be effective as of the date of first use or download of the Deliverables and shall remain in effect unless and until terminated.
4.2.	Licensor may terminate this Agreement: (a) if Licensee breaches this Agreement and either such breach is incapable of cure or Licensee fails to cure that breach within thirty (30) days of such breach; or (b) immediately upon a determination by a court of competent jurisdiction that the Deliverables, in whole or in part, infringe any intellectual property right. Licensee may terminate this Agreement at any time by written notice to Licensor. No later than five (5) days after expiration or termination of this Agreement, Licensee agrees to (i) deliver all Deliverables to Licensor, or (ii) destroy all copies of the Deliverables and all parts thereof, and upon written request, deliver to Licensor a certificate of compliance with this provision signed by Licensee. Notwithstanding the foregoing, in the event of termination of this Agreement, Licensee and Licensee customers may respectively continue to sell and use the systems containing the Licensee Products that, prior to termination, have been developed in accordance with this Agreement and shipped to the end customers of Licensee customers or Licensee. In no event may any portions of the Deliverables be used in development after termination.
4.3.	Upon the expiration or termination of this Agreement, all licenses and rights to use the Deliverables granted under this Agreement shall terminate, and Sections 1 and 4 - 7 shall survive.

5. Limitation of Liability.

5.1.	IN NO EVENT WILL LICENSOR, ITS SUPPLIERS, OR ITS OR THEIR OFFICERS, DIRECTORS OR EMPLOYEES BE LIABLE TO LICENSEE FOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES WHATSOEVER (INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS INFORMATION), WHETHER FORESEEABLE OR UNFORESEEABLE, ARISING OUT OF THE USE, SUPPORT, OPERATION, OR FAILURE OF THE DELIVERABLES, REGARDLESS OF THE BASIS OF THE CLAIM AND EVEN IF LICENSOR OR A LICENSOR REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LICENSEE ACKNOWLEDGES THAT LICENSOR HAS NO RESPONSIBILITY OR DUTY TO DEFEND, INDEMNIFY, OR HOLD LICENSEE HARMLESS FROM AND AGAINST ANY CLAIMS, SUITS, PROCEEDINGS, DAMAGES, LOSTS, COSTS AND EXPENSES BASED ON PATENT OR OTHER INTELLECTUAL PROPERTY CLAIMS.
5.2.	IN NO EVENT SHALL THE AGGREGATE LIABILITY OF MOSYS RELATING TO THIS AGREEMENT OR THE SUBJECT MATTER HEREOF UNDER ANY LEGAL THEORY (WHETHER IN TORT, CONTRACT OR OTHERWISE), INCLUDING ANY LIABILITY FOR ANY LOSS OR DAMAGES DIRECTLY OR INDIRECTLY SUFFERED BY LICENSEE RELATING TO THE DELIVERABLES, EXCEED THE LESSER OF (A) THE AGGREGATE AMOUNT OF THE LICENSE FEES ACTUALLY PAID BY LICENSEE UNDER THIS AGREEMENT OR (B) ONE THOUSAND U.S. DOLLARS (USD$1,000).
5.3.	THE FOREGOING EXCLUSIONS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE.
5.4.	MoSys is willing to enter into this Agreement only in consideration of and in reliance upon the provisions contained herein, which are an essential part of the bargain underlying this Agreement. Both Parties understand and agree that the exclusion of warranties, limitation of liability, and the limitation of remedies allocate risks between the Parties as authorized under applicable law.

6. General Provisions.

6.1.	Relationship and Assignment. Nothing in this Agreement shall be construed to create an agency, joint venture, partnership or other form of business association between the parties. Licensee shall not assign this Agreement, in whole or in part, to any entity without Licensor's prior written consent. Any assignment without such consent shall be null and void. This Agreement will be binding upon and inure to the benefit of the successors and the permitted assigns of the respective parties in this Agreement.
6.2.	Construction. No failure by any party to exercise, and no delay by any party in exercising, any right, power or remedy with respect to the obligations secured hereby will operate as a waiver of any such right, power or remedy. If any provision of this Agreement is declared by a court of competent jurisdiction to be invalid, void, or unenforceable the remaining provisions will continue in full force and effect to the maximum extent permissible without being impaired or invalidated in any way.
6.3.	Governing Law and Jurisdiction. This Agreement will be governed by and construed in accordance with the substantive laws of the United States and the State of California, without regard to or application of provisions relating to conflicts of law. Any litigation arising under this Agreement will be brought exclusively in the federal courts of the Northern District of California or any state courts therein, and the Parties hereby consent to the personal jurisdiction and venue of such courts. The provisions of the United Nations Convention of Contracts for the International Sale of Goods shall not be applicable. If either party employs attorneys to enforce any rights arising out of or relating to this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees, costs and other expenses.
6.4.	U.S. Government Restricted Rights. If Licensee is an agency or instrumentality of the United States Government, the Deliverables are "commercial computer software" and "commercial computer software documentation", and pursuant to FAR 12.212 or DFARS 227.7202, and their successors, as applicable, use, reproduction, and disclosure of the Deliverables are governed by the terms of this Agreement. Contractor/manufacturer is MoSys, Inc., 3301 Olcott Street, Santa Clara, California, U.S.A and its licensors.
6.5.	U.S. Export Requirements. The Deliverables are subject to U.S. export control laws, including the U.S. Export Administration Act and its associated regulations, and may be subject to export or import regulation in other countries ("Export Control Laws"). Licensee shall not export or re-export, directly or indirectly, the Deliverables, any part thereof, or the direct product thereof, including Licensee Products, without first obtaining any necessary U.S. or other governmental licenses and approvals. Licensee hereby gives its assurance to MoSys that it will not knowingly, unless prior authorization is obtained from the appropriate U.S. governmental body, re-export, directly or indirectly, the Deliverables, any part thereof, or the direct product thereof, to any the countries or nationals thereof listed in Country Group E:1, as such list may be amended from time to time by the U.S. Department of Commerce and/or U.S. Treasury Department (which list currently includes Cuba, Iran, North Korea, Sudan, Syria) or (b) to any end user who has been prohibited from participating in the U.S. export transactions by any federal agency of the U.S. government. Licensee will indemnify, defend and hold harmless Licensor and its successors, affiliates, directors, officers, employees and agents form and against any liabilities, damages, expenses, fines or penalties incurred as a result of the export or re-export by Licensee of the Deliverables in violation of Export Control Laws.
6.6.	Entire Agreement. This Agreement constitutes the final and entire agreement between the parties, and supersedes all prior written and oral agreements, understandings, or communications with respect to the subject matter hereof. This Agreement may not be modified except in writing signed by a duly authorized representative of each party. No usage of trade or other regular practice or method of dealing between the parties hereto, including without limitation any invoice, purchase order or requisition, shall be used to modify, interpret, supplement, or alter in any manner the terms of this Agreement. If you have any questions concerning this Agreement, please write to: MoSys, Inc., 3301 Olcott Street, Santa Clara, California, U.S.A., Attention: Legal or send an email to: IP@mosys.com.