S A N K H Y A (TM) Product : SANKHYA Tools Collection (STC) (TM) Version : 2.1A End User Software License Agreement This software license agreement ("License Agreement") contains rights and restrictions associated with the use of the accompanying software and documentation. Read this License Agreement carefully before downloading an electronic copy, opening the seal on the media or installing the software. By downloading an electronic copy, opening the seal of media or package containing the software or installing the software you ("Licensee") agree to the terms and conditions of this License Agreement. Definitions: a) Software. (i) All the contents of the media (files, disks, CD ROMs or any other media) accompanying this License Agreement, including but not limited to computer software and documentation (in written, printed, electronic and other forms) and (ii) upgrades to the Software, if any, licensed to you by Sankhya Technologies Private Limited ("Licensor"). b) Dynamically Targetable Tools Framework (DTTF) (TM). A framework using which model-driven, dynamically targetable software development tools can be constructed. c) CPU Designer Kit (CDK) (TM) - A collection of model-driven, dynamically targetable tools using which CPU designers can quickly model and simulate the behavior of new CPUs. d) DTTF-Application. Any software in the form of source code or binaries developed using the DTTF components of the accompanying Software without violating the terms and conditions of the License Agreement. e) SANKHYA Machine Description Language (SMDL) (TM) - A processor modeling language developed by Sankhya. f) SMDL Model. A model of a processor (CPU) specified using the SANKHYA Machine Description Language. Terms and Conditions: 1) Limited License Grant. a) Evaluation License Grant. Licensor grants to Licensee a non-exclusive non-transferable limited license to use the Software without fee for evaluation of the Software for a maximum period of 14 Days. Licensee may not copy or re-distribute the Software in whole or in part, either separately or included with a product. Licensee may make a maximum of one copy of the Software for archival purposes. Licensee agrees to send information on any defects identified by the Licensee during the evaluation to Licensor. Licensee further agrees to destroy all copies of Software, if Licensee does not purchase a license prior to the end of the evaluation period. b) Limited Subscription License Grant. Licensor grants to Licensee a non-exclusive non-transferable limited license to use the Software for the subscription period specified in the attachment and not exceeding one year, upon payment of a Subscription License fee set forth in the attachment. Licensee may not copy or re-distribute the Software in whole or in part, either separately or included with a product. Licensee may make a maximum of one copy of the Software for archival purposes. Licensee agrees to destroy all copies of Software, if Licensee does not renew the subscription license prior to the end of the subscription period. c) Limited Developer License Grant. Licensor grants to Licensee a non-exclusive, non-transferable limited license to use the Software on a single Host CPU (Host CPU/Operating System) upon payment of a Developer License fee set forth in an attachment. Licensee may use the Software on additional Host CPU and platform upon payment of an additional Developer License fee as set forth in an attachment. Licensee may make a maximum of four (4) copies of the Software for archival purposes. d) Limited DTTF Developer License Grant. Licensor grants to Licensee a non-exclusive, non-transferable limited license to use the Software for developing one DTTF-Application on a single Host CPU (Host CPU/Operating System) upon payment of a DTTF Developer License fee set forth in an attachment. Licensee may develop additional DTTF-Applications upon payment of an additional DTTF Developer License fee as set forth in an attachment. Licensee may make a maximum of 4 copies of the Software for archival purposes. e) Limited DTTF Deployment License Grant. Licensor grants to Licensee a non-exclusive, non-transferable limited license to use the Software for developing and deploying one DTTF-Application on a single Host CPU (Host CPU/Operating System) upon payment of a DTTF Deployment License fee set forth in an attachment. Licensee may deploy the DTTF-Application on additional platforms or deploy additional DTTF-Applications upon payment of an additional DTTF Deployment License fee set forth in an attachment. f) Limited CDK Developer License Grant. Licensor grants to Licensee a non-exclusive, non-transferable limited license to use the Software on a single Host CPU (Host CPU/Operating System) for creating a SMDL Model for one processor and for using the SMDL Model with the Software upon payment of a CDK Developer License fee set forth in an attachment. Licensee may develop SMDL processor models for additional processors on the same Host CPU upon payment of an additional CDK Developer License fee set forth in an attachment. Except as set forth above, Licensee may not copy or re-distribute the Software in whole or in part, either separately or included with a product, service or in any other manner. 2) Ownership. Licensor shall retain exclusive ownership of all worldwide Intellectual Property Rights in and to the Software and any copies thereof. Licensee hereby assigns to Licensor any such rights Licensee may have in and to the foregoing. All rights in and to the Software not expressly granted to Licensee in this License Agreement are expressly reserved solely for Licensor. 3) License Records, Checking and Auditing. Licensee agrees and acknowledges that Software may perform license checking to ascertain the presence of License Records or Keys. Licensee agrees to provide Licensor or its distributors necessary host or other such identification information required to generate License Records for use of Software by Licensee. Licensee agrees to maintain accurate written records of the location of each copy of the Software in Licensee's possession. To ensure compliance with the terms of this License Agreement, Licensor shall have the right, exercisable upon reasonable notice, to conduct an inspection and audit of such records and Licensee's computer systems and to obtain copies of such records, during Licensee's regular business hours at Licensee's offices, without unreasonably interfering with Licensee's normal business activities. In no event shall such activities be conducted more frequently than once in every six months. 4) Restrictions. Software is confidential copyrighted information of Licensor and title to all copies is retained by Licensor. Unless otherwise indicated in clause-2 above, Licensee shall not modify, decompile, disassemble, decrypt, extract, or otherwise reverse engineer Software. Software may not be leased, assigned, or sublicensed, in whole or in part. The Software may include sample SMDL Model files. These are included purely to demonstrate the use of features of SMDL and other components. Licensee SHALL NOT MAKE COPIES OF THESE FILES. Licensee SHALL NOT USE THESE FILES IN WHOLE OR IN PART AS A STARTING POINT FOR CREATING NEW SMDL MODELS. As an exception, Licensee may use any model files that are present under CDK_HOME/MODELS/TEMPLATES as a starting point for creating new SMDL Models subject to the terms of this License Agreement. 5) Disclaimer of Warranty. Software and accompanying materials are licensed for Licensee's use "AS IS," without a warranty of any kind. Further, the Licensor does not warrant, guarantee or make any representations regarding the use, or the results of use, of the Software or the accompanying material in terms of correctiveness, accuracy, reliability, currentness, conformance to standards or otherwise. The risk as to the results and performance of the Software is assumed solely by the Licensee. ALL EXPRESS OR IMPLIED REPRESENTATIONS AND WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, ARE HEREBY EXCLUDED. The above are the only warranties of any kind, either express or implied, including but not limited to the implied warranties of merchantability and fitness for a particular purpose, that are made by Licensor on this Software. No oral or written information or advice given by the Licensor, its dealers, distributors, agents or employees shall create a warranty or in any way increase the scope of this warranty and you may not rely on any such information or advice. 6) Limitation of Liability. Licensor, its distributors, dealers or employees SHALL NOT BE LIABLE FOR ANY DAMAGES SUFFERED BY LICENSEE OR ANY THIRD PARTY AS A RESULT OF USING OR DISTRIBUTING SOFTWARE. IN NO EVENT WILL Licensor, its distributors, dealers or employees BE LIABLE FOR ANY LOST REVENUE, PROFIT OR DATA, OR FOR DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, ARISING OUT OF THE USE OF OR INABILITY TO USE SOFTWARE, EVEN IF Licensor HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. The Disclaimer of Warranty and Limitation of Liability ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN Licensor AND Licensee. Licensor WOULD NOT BE ABLE TO PROVIDE THE Software WITHOUT SUCH LIMITATIONS. 7) Termination. Licensee may terminate this License Agreement at any time by destroying all copies of Software. This License Agreement will terminate immediately without notice from Licensor if Licensee fails to comply with any provision of this License Agreement. Upon such termination, Licensee must destroy all copies of Software. 8) General, Choice of Law and Jurisdiction. Licensee shall not export or reexport the Software in violation of the export control laws of India or the United States and or any other Jurisdiction. Indian Law governs this License Agreement to the exclusion of all other laws and so also without any regard to the conflict of laws provisions. The Licensee hereby agrees that all disputes, disagreements, etc., shall be subject to the exclusive jurisdiction of the courts of Chennai, Tamilnadu, India and the jurisdiction of all other courts, tribunals, governments and governmental or international agencies situated anywhere in the worlds over such disputes and disagreements, etc., is specifically and voluntarily and consciously excluded by the parties by means of this License Agreement. If any legal action or proceeding is brought for the enforcement of this License Agreement, or because of any alleged dispute, breach, default or misrepresentation in connection with any of the provisions of this License Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorneys fees and other costs incurred in that action or proceeding, in addition to any other relief to which such party may be entitled, except that the total liability of Licensor in all cases shall be limited to the License fee actually paid by Licensee, if any. 9) Severability. If any of the above provisions are held to be in violation of applicable law, void, or unenforceable in any jurisdiction, then such provisions are herewith waived to the extent necessary for the License Agreement to be otherwise enforceable in such jurisdiction. However, if in Licensor's opinion deletion of any provisions of the License Agreement by operation of this paragraph unreasonably compromises the rights or increases the liabilities of Licensor, Licensor reserves the right to terminate the License Agreement and refund the License fee actually paid by Licensee, if any, as Licensee's sole and exclusive remedy.